Minutes of the National Capital FreeNet Board of Directors Meeting held on February 22, 1994 RMOC/HQ, Ottawa, Ontario 1. Board Members in Attendance David Sutherland Chairman Andrew Patrick First Vice President John Ferguson Second Vice President Jean Wilmot Treasurer Al Seaman Secretary David Blackwood Julie Chahal Brett Delmage Rosaleen Dickson Marc Labelle David Loan Richard Mount Robert Pless Richard Taylor Stephen Toy The meeting was called to order at 7:05 PM by David Sutherland. MINUTES OF NOVEMBER 7, 1993 MEETING 2. Motion by Stephen Toy, seconded by John Ferguson to approve the Minutes as previously circulated. Carried. There was no business arising from the minutes. CHANGE OF BOARD MEMBERSHIP 3. The newly elected Board members were welcomed, including: Julie Chahal Brett Delmage Rosaleen Dickson Marc Labelle Richard Taylor Motion by Dave Loan, seconded by Richard Taylor that the four Board members who left the Board after this first term (Tambrae Knapp, Tony Smyth, Warren Thorngate and Jay Weston) be thanked for their contribution to NCF in this inaugural year. Carried. ACTION REGARDING MEMBERS MOTIONS PASSED AT THE AGM 4. Rick Mount presented a summary of the responsibility of the Board in dealing with the members motions passed at the Feb 1 to 14 online Annual General Meeting. In essence, the relationship of the Board of a not for profit corporation to its members is similar to relationship that the Board of a commercial corporation has to its shareholders. Motions passed by the membership represent the views of the membership, but are not binding upon the Board. The Board has the ultimate responsibility to make all decisions and to act in the best interests of all members and the Corporation. Other Board members expressed similar views. 5. Motion by Dave Sutherland, seconded by Rosaleen Dickson that the Board will move to implement the following motions as passed at the AGM: 1) Confirm the user agreement, 2) Confirm the staff remuneration, 3) Confirm the appointment of Auditors, 4) Officers must be members of the NCF, 13) Ensure public discussion of FreeNet business, 17) Thank the Board of Directors, 19) Make the opening screen logo small, 20) Set a standard format for system dates, 21) Make the Message-of-the-day (MOTD) short. Motion Carried. 6. Motion by Dave Sutherland, seconded by Stephen Toy that the Board will not move at this time to implement the following motions from the AGM: 6) Allow binary Gopher transfers, 7) Install International IRC, 8) Open IRC 24-hours per day, 9) Allow users to select Login IDs, 10) Make display of the NCF logo optional, 11) Install high speed modems, 14) Create a second elected Board, 15) Sell Internet services to local companies, 16) Create group accounts for teachers and classrooms, 18) Implement Unix shell access and full Internet services. A recorded vote was requested. The results of the vote follow: Yes: David Blackwood Jean Wilmot David Sutherland John Ferguson Marc Labelle Robert Pless Stephen Toy Al Seaman No: Richard Taylor Brett Delmage Rosaleen Dickson Andrew Patrick David Loan Julie Chahal Abstain: Rick Mount Motion Carried. 7. Motion by Andrew Patrick, seconded by Jean Wilmot that the AGM motion 5, to set board priorities to the given list, not be implemented. Motion carried. 8. Motion by Julie Chahal, seconded by David Loan, that the Board publish its priorities and the process for influencing them. Motion carried. 9. Motion by Andrew Patrick, seconded by David Loan that the AGM motion 12, to make the Announce newsgroup a moderated group, be implemented. Motion carried. NEW BUDGET 10. The 1994 NCF Budget and Cash Flow Projections were presented by Jean Wilmot. A copy of the document is attached to these minutes. There was extensive discussion of the budget, and some major points include: - We need to be more aggressive about managing our growth of telephone lines and the related communications equipment so that we spend to the plan, and have some hope of meeting user demand. In particular, orders for phone lines and equipment should be placed early enough so that the funded upgrades are in service at the beginning of the quarter. - There was concern that the aggressive fund raising targets in the budget might not be met. The budget needs to be reviewed quarterly, and adjustments to spending must be made to live within available funding. Motion by David Loan, seconded by Andrew Patrick that the budget be adopted as presented. Carried. OTHER BUSINESS 11. It was confirmed that four of the present NCF officers as listed below will continue for the second year of their two year term: President David Sutherland Vice President Andrew Patrick Second Vice President John Ferguson Treasurer Jean Wilmot 12. Motion by Andrew Patrick, seconded by John Ferguson that Al Seaman be appointed as Secretary for a two year term. Motion carried. 13. Motion by David Loan, seconded by David Blackwood that the Officers of the Corporation constitute the Executive Committee. Motion carried. 14. Motion by Richard Taylor, seconded by Brett Delmage that Tony Smyth be given the task of extracting from the Board minutes of the past year all references to the powers and duties delegated to the Executive Committee, and to present a summary of the results to the Board in a months time for review. Motion carried. 15. Andrew Patrick tabled two reports: 1) The NCF Volunteers Coordination Project, and 2) A report from the NCF Office Manager regarding re-evaluation of office procedures. No action was taken at this time. The reports are to be studied with the objective of dealing with them at the next Board meeting. 16. Motion by David Loan, seconded by Andrew Patrick that the Board will in future meet monthly on the third Tuesday of the month. Motion carried. 17. David Sutherland passed on the information that a grant request has been submitted to CANARIE to extend NCF to Kingston, Brockville and Cornwall utilizing the campuses of St. Lawrence College. The funding requested is $170,000 for the first year. 18. The next regular meeting will be on March 15, as per item 16, at a location to be determined. ADJOURNMENT 14. On a motion of Dave Loan, seconded by Andrew Patrick the meeting adjourned at 9:45 PM. ------------------------------------------------- NATIONAL CAPITAL FREENET Cash Flow Projections for 1994 Jan-Mar Apr-Jun Jul-Sep Oct-Dec RECEIPTS Regular Donations (notes 1 and 2) 33,750 33,750 33,750 33,750 Fundraising (incl. line sponsors) 2,100 2,100 20,000 40,000 Government Grants 0 25,000 0 25,000 ________ ________ ________ ________ Total Receipts 35,850 60,850 53,750 98,750 SERVICE EXPENSES Phone Lines (see notes 3 and 4) 23,736 13,392 15,048 18,432 Modems & Racks (see notes 3 and 5) 8,326 7,240 7,240 10,860 Terminal Servers 0 10,000 0 10,000 Computer Hardware 0 35,000 0 0 ONet fees (note 6) 14,445 14,445 0 0 ________ ________ ________ ________ Total Service Expenses 46,507 65,632 22,288 39,292 GENERAL AND ADMINISTRATIVE EXPENSES System Admin. and Support 14,875 14,875 14,875 14,875 Fundraising Staff,Supplies 0 13,800 13,800 13,800 Office Staff & Supplies 10,175 10,425 10,675 10,925 Executive Director & Supplies 0 0 0 16,000 Admin. & Profess. Fees (note 7) 3,000 3,000 3,000 3,000 Public Events 1,000 1,000 1,000 1,000 ________ ________ ________ ________ Total General & Admin. Expenses 29,050 43,100 43,350 59,600 ________ ________ ________ ________ NET SURPLUS (DEFICIT) FROM OPERATIONS ( 39,707) (47,882) (11,888) (142) ======== ======== ======== ======== CASH ACCOUNT BALANCE: START OF QUARTER 100,000 60,293 12,411 523 END OF QUARTER 60,293 12,411 523 381 NOTES ON THE ASSUMPTIONS USED TO BUILD THE PROJECTIONS 1. Total Number of Registered Users (at end of quarter) Increase in Number of Users from previous period December 31, 1993 15,000 January to March 18,750 3,750 April to June 22,500 3,750 July to September 26,250 3,750 October to December 30,000 3,750 2. Avg. Donation per new user/yr $6 Avg. Donation per old user/yr $3 3. Total Number of Phone Lines Lines added Modems added December 1993 97 23 23 January to March 1994 120 20 20 April to June 1994 140 20 20 July to September 1994 160 20 20 October to December 1994 190 30 30 4. Monthly Line Cost @ Carleton $44.62 including tax Monthly Line Cost @ City $27.60 including tax Installation cost per line $90.00 including tax 5. Cost per modem (incl. rack) $362.00 6. ONet fees 1993 annual fee paid in Jan.94 $14,445 including tax 1994 annual fee paid in May 94 $14,445 including tax 7. Admin. and Professional Fees include: - accounting and audit fees - bank service charges - filing fees - board of director expenses - committee expenses - printing expenses