Minutes of the National Capital FreeNet Board of Directors Meeting held on March 22, 1994 Ottawa Police HQ - 474 Elgin Street 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 David Loan Robert Pless Richard Taylor Stephen Toy The meeting was called to order at 7:04 PM by David Sutherland. MINUTES OF FEBRUARY 22, 1994 MEETING 2. Motion by David Loan, seconded by Richard Taylor to approve the Minutes as previously circulated, and with the previously noted correction to item 6. Carried. BUSINESS ARISING FROM THE MINUTES 3. Executive Committee Authority Richard Taylor reported on the task undertaken by Tony Smyth and himself to summarize all of the past Board decisions relating to the authority of the Executive Committee. The essential points are: a) The Executive Committee has authority to make expenditures up to $500 on behalf of the Board provided that they are one time expenditures and do not represent recurring financial commitments. b) At the meeting of 1993-08-21 the Executive was authorized to make capital purchases of a terminal server and 60 modems and to add phone lines in order to maintain a ratio of 1 line per 100 registered users where funding allows. (The action authorized here has been completed.) c) The Board agreed that the Executive should make decisions on administrative matters (such as decisions on Office operations) and inform the Board after the fact. d) In order to deal with members who contravene the User Agreement or other NCF policies, the Executive are authorized to send warning notices at their discretion, but 30 day suspension or removal of account privileges can be done only as a Board decision. In the following discussion there was clarification of some details of the administrative authority, and warning notice authority above. These points include: a) Andrew Patrick has been assigned responsibility for the System Manager, Ian Allen. b) David Sutherland has been assigned responsibility for the Office Manager, Kyla Huckerby, on general issues, with Jean Wilmot providing direction in the area of receiving donations and depositing them in the bank. c) David Loan has been delegated by the Executive Committee to look after investigation of complaints regarding contra- ventions of the User Agreement or other NCF policies, and to send warning notices. d) Signing authority for the NCF bank account has been delegated to Jean Wilmot, David Sutherland and Warren Thorngate. The Secretary was directed to publish this Executive authority summary in the meeting minutes and in the on-line Board Policy Section. 4. Board Priorities A draft document on Board Priorities was presented by Julie Chahal and Richard Taylor. It was agreed that Julie should post the document in the Board Policy discussion group to get further views that should lead to a future decision on the document. 5. First Quarter Financial Report Jean Wilmot presented a Financial Statement for the first quarter of 1994. A copy is attached to these minutes. In the discussion that followed, some points are noted: - A Sparcstation computer and a terminal server are on order and should deliver around mid April. - Phone lines will be ordered when the delivery date of the above equipment is firm. - A source of 14.4 kb modems has been located with a price better than Gandalf 2.4 kb modems. Samples are on order for evaluation purposes. 6. CANARIE Proposal David Sutherland indicated that the proposal to CANARIE noted in the previous minutes has been rejected. VOLUNTEER COORDINATION STRATEGY 7. The Volunteer Coordination Project document that was tabled at the previous meeting was introduced for further discussion. Motion by Andrew Patrick, seconded by David Loan that we proceed with implementing the Volunteer Strategy as detailed in the document. Motion carried. Motion by Julie Chahal, seconded by Richard Taylor that the item "Information Providers Area" in the document be renamed as "Content Area". Motion carried. Motion by Julie Chahal, seconded by Andrew Patrick that the item "Public Access Area" in the document be renamed as "Membership Area". Motion defeated. 8. Volunteer Coordinators Motion by David Loan, seconded by Stephen Toy that Lisa Donnelly and Brian Monkman be appointed Volunteer Coordinators for a period of one year. Motion carried. 9. On-line Volunteer Registration Andrew Patrick noted that the on-line registration process for volunteers is now ready and will appear in the public menu system shortly. NPTN MEMBERSHIP 10. A document titled "National Public Telecomputing Network - Affiliation Agreement" was tabled by David Sutherland. Board members are to be prepared to discuss it at the next meeting. BOARDWALK MAP 11. An outline of the BoardWALK Management Assistance Program was tabled by David Sutherland. It was agreed that it would be worthwhile to have a BoardWALK representative make a presentation on the program at the next meeting. OTHER BUSINESS 12. NCF Video Project A proposal dated March 22, 1994 to produce a National Capital Freenet Video was presented by Lorraine Thomas. In the following discussion it was clarified that the cost to NCF would be only incidentals of the order of $500 to $1000. NCF would also own the copyright to the finished video. Motion by Stephen Toy, seconded by David Blackwood that the proposal be approved for action. Motion carried. In further clarifications, it was agreed that Rosaleen Dickson will act as Board adviser on content to the production team. It was also agreed that Lorraine Thomas would work with the Executive to create a letter of support for the project and for creation of the task group. 13. Acceptable Use Policy David Loan has initiated a discussion of an Acceptable Use Policy in the on-line Board Policy discussion group around March 9, and has also received a number of AUP's from other sites. Board members should review this information and comment further. Although it is too soon approve a specific policy, there was discussion as to the needs for such a policy. Motion by Julie Chahal, seconded by David Loan that the Board of NCF should have an Acceptable Use Policy. Motion carried. 14. Director of Operations Jean Wilmot tabled a short document outlining the need for a part time Executive Director. In the following discussion it was clarified that the cost would be about $4000 per quarter. Jean Wilmot informed the Board that she had done cash flow projections which showed that the NCF could afford this cost. It was also agreed that the position would be better termed as "Director of Operations". Furthermore, in view of the urgency of filling the position, and the fact that it is a partime position for a limited term, it was a agreed to deviate from the normal hiring process as defined in the motions that follow. Motion by Jean Wilmot, seconded by Andrew Patrick that the hiring decision for Director of Operations is to be made by the Executive Committee without the requirement of holding a full competition, and that the selected candidate will not be given advanced standing for the full time Executive Director position but would have to re- apply along with all other candidates. Motion carried. Motion by Jean Wilmot, seconded by Rosaleen Dickson that the term of the Director of Operations would be for the second and third quarters only. Motion carried. 15. Public Terminal Usage Policy There appears to be a need for a fair use policy governing the use of public access terminals to prevent excessive use by some individuals (notably at the Ottawa Public Library) to the detriment of other people wishing to use the terminals. It was agreed that Stephen Toy should set up a meeting of the library users, the Public Access Committee and library staff in the near future to work out an optimum solution for terminal time allocation. 16. Director of Development A draft job description for the Fundraiser was posted on March 22 by Brett Delmage. There was general agreement to its content, except that the job title should be changed to Director of Development. Motion by David Loan, seconded by Jean Wilmot that we will adopt the job description as posted except that the title will be changed to Director of Development. Motion carried. Motion by David Loan, seconded by Andrew Patrick that we strike a hiring committee immediately to hire the Director of Development and consisting of David Loan, Brett Delmage, David Sutherland and John Morgan. Motion carried. SUSPENSION OF USERS 17. There was further discussion of the need for a process to deal with infractions of the User Agreement, and the details of such a process. Motion by David Loan, seconded by Al Seaman that the Executive Committee be authorized to suspend user accounts for contravention of the User Agreement. All suspensions will be reported to the Board and each account will remain suspended unless the Board passes a motion to reinstate the account. Motion carried. NEXT MEETING 18. In the absence of a motion to the contrary, the next meeting will be on April 19 at 7:00 PM in accord with the monthly meeting policy passed at the last meeting. IN-CAMERA SESSION 19. An in-camera session was held at the request of a member to provide an opportunity for the member to present his views to the Board on recent warnings by David Loan regarding actions by the member that were not regarded as acceptable. Motion by John Ferguson, seconded by Andrew Patrick that the Board supports the actions taken by David Loan in dealing with the member. Motion carried. ADJOURNMENT 20. On a motion of Dave Loan, seconded by Dave Sutherland the meeting adjourned at 11:18 PM. -------------- NATIONAL CAPITAL FREENET Estimated Statement of Revenues, Expenses and Surplus for First Quarter of 1994 Actual Budget Variance (estimated) (accrual (% budget) RECEIPTS basis) Regular Donations (notes 1 and 2) 33,200 33,750 -2% Fundraising (note 3) 4,933 2,100 135% Public Access Site Cost Recovery (note 4) 990 0 Government Grants 0 0 TOTAL RECEIPTS 39,123 35,850 SERVICE EXPENSES Phone Lines (note 5) 8,601 23,736 -64% Modems & Racks 173 8,326 -98% Terminal Servers 0 0 Computer Hardware 3,403 0 ONET Fees (note 6) 0 0 TOTAL SERVICE EXPENSES 12,177 32,062 -62% GENERAL AND ADMINISTRATIVE EXPENSES System Admin and Support 12,639 14,875 -15% Fundraising Staff & Supplies 0 0 Office Staff & Supplies 10,590 10,175 4% Executive Director & Supplies 0 0 Admin & Professional Fees (note 7) 3,137 3,000 5% Public Events 436 1,000 -56% TOTAL G & A EXPENSES 26,802 29,050 -8% NET SURPLUS (DEFICIT) FROM OPERATIONS 144 (25,262) NOTES: Actual Budget 1 Registered Users at end of quarter 19,000 18,750 2 Avg. Donation per new user/yr $6.63 $6.00 Avg. Donation per old user/yr $0.14 $3.00 3 Fundraising includes: - line sponsorships $3,680 - corporate donations $500 - speaker fees from D. Sutherland $500 4 Expenses for public access terminal connections to FreeNet host are recovered from the public access providers 5 No. of phone lines Actual - 97 Budget - 120 6 For comparison purposes, budget and actual figures are being shown on an accrual basis. Hence the 1993 ONET fees paid in 1994 are not reflected in this statement. 7 Admin and Professional Fees include: - Board of Directors expenses - Printing expenses - Bank service charges