Minutes of the National Capital FreeNet Board of Directors Meeting held on November 15, 1994 Colonel By Room - RMOC/HQ - 111 Lisgar Street Ottawa, Ontario 1. Board Members in Attendance David Sutherland Chairman Andrew Patrick First Vice President Jean Wilmot Treasurer Al Seaman Secretary David Blackwood Julie Chahal Brett Delmage Rosaleen Dickson Marc Labelle Robert Pless Richard Taylor Stephen Toy The meeting was called to order by David Sutherland at 7:05 PM. MINUTES OF OCTOBER 18, 1994 MEETING 2. Motion by Andrew Patrick, seconded by Richard Taylor that the Minutes as previously circulated be approved. Motion carried. BUSINESS ARISING FROM THE MINUTES 3. Resume Bank Andrew Patrick provided an update on the Resume Bank. The Hardware/ Software Committee has considered the issues involved and developed a plan for housing this database on the NCF system. An exact date for completion of the work is difficult to forecast, but is likely of the order of a few months. AGENDA REVIEW 4. There were no changes to the previously published agenda. Tom New of the CBC, who was in attendance requested permission to video tape some portions of the meeting for a news article on "Whither FreeNet" that he was preparing. Permission was granted. EXECUTIVE COMMITTEE REPORT 5. Operations Update A summary of the Operations Update as available on-line was provided by Lisa Donnelly. In addition she also commented on some further points: - The Survival Guide has been submitted for printing and should be available by Nov. 18. - A task group has been organized for Nov. 19 to deal with a donation of used PC's from the Post Office. - The On-Line Auction which was still in progress had collected about $18,000 in bids at the time of the meeting. FINANCIAL REPORT 6. Jean Wilmot tabled a Financial Report for the period January 1 to October 31, 1994 as previously posted. A copy of the report is attached to these minutes. She also noted that a budget for next year is to be developed in the near future. CHANGE OF BANK SIGNING AUTHORITY 7. Jean Wilmot introduced a previously posted Banking Resolution to replace the existing resolution that would delete individual names as signing authorities and replace them with defined positions including: President, First Vice-President, Treasurer and Executive Director. Motion by Jean Wilmot, seconded by Rosaleen Dickson that the previously posted resolution be approved. Motion carried. The Resolution as approved is attached to these minutes. DRAFT MISSION STATEMENT 8. The draft Mission Statement that was tabled at the October Board meeting and posted to various newsgroups for public comment was discussed further. Motion by Andrew Patrick, seconded by Richard Taylor that this Board endorses the Mission Statement as drafted by the Board and as translated to French by the Francophone Committee. Motion carried. The Mission Statement in both languages as endorsed is attached to these minutes. 9. There was some further discussion of the merits of having the Mission Statement ratified by the general membership. Motion by Julie Chahal, seconded by Richard Taylor that the newly endorsed Mission Statement be submitted to the AGM for ratification. Motion defeated. NCF ORGANIZATIONAL STRUCTURE DRAFT 10. The draft organizational structure as tabled at the October Board meeting was discussed further. It was agreed that it is suitable as a guide to the general operation of NCF. It was also agreed that the next step is for the Executive Director to refine her job description along with refinement of the organization model, and to bring these as recommendations for approval to a future Board meeting. NPTN AFFILIATE STATUS OF NCF 11. We have received a fairly emphatic request from NPTN to pay our fee as an affiliate, and to adopt the authorized spelling of "Free-Net". There was concern that this is counter to the intention of having NCF as an affiliate of Telecommunities Canada, with that body being the Canadian affiliate of NPTN. A further concern is that a name change will cost us effort and legal fees since we are incorporated with the word "FreeNet", but the cost could be greater if NPTN takes legal action. It was agreed that we will defer any action until after the Telecommunities Canada meeting on Nov. 19, which will consider the issue, and Dave Sutherland will also seek legal advice on the name issue. OTHER BUSINESS 12. Help Desk Committee to manage Public Meetings The Help Desk Committee took over the management of the monthly Public Meetings for the summer on a temporary basis. There is a need to define the current status. Motion by Al Seaman, seconded by Stephen Toy that the responsibility for the Public Meeting be formally delegated to the Help Desk Committee until and including the April 1995 meeting, and that the meeting format cover basic introductory information along with additional topics such as advanced sessions, special events and information provider introductions at the discretion of the Committee. Motion carried. 13. Gopher Server facility on NCF There has been a request to provide a Gopher Server facility on NCF to support a requirement of the RCMP. It was agreed that such a service is not in keeping with the NCF mandate, and it is also in potential conflict with commercial internet service providers. There is a further conflict with current work on making menus available with WWW. NEXT MEETING 12. It was confirmed that the next meeting will be on December 20, 1994 at 7:00 PM in accord with the Board's monthly meeting policy. The location is to be the Honeywell Room at the RMOC/HQ. The deadline for agenda submissions is December 13. ADJOURNMENT 13. On a motion by Rosaleen Dickson, seconded by Andrew Patrick the meeting adjourned at 9:30 PM. ------------------------------------------------------------------ BANKING RESOLUTION OF DIRECTORS RESOLVED: 1. THAT an account in the name of the Company shall be kept at THE BANK OF NOVA SCOTIA (herein called the "Bank".) 2. THAT any two of the President, First Vice-President, Treasurer, or Executive Director are hereby authorized on behalf of the Company: (a) to borrow money from the Bank upon the credit of the Company on cheques, promissory notes, bills of exchange or otherwise in such amounts and subject to such terms as may be considered advisable; (b) to assign, transfer, convey, hypothecate, mortgage, charge or pledge to or in favour of the Bank any property of the Company, real or personal, moveable or immoveable, present or future, including book debts, unpaid calls, rights, powers, undertaking, franchises and the Company's own debentures, as security for the fulfilment of any liabilities or obligations, present or future, of the Company to the Bank and to empower the Bank or any person or persons to sell by public or private sale, assign, transfer or convey from time to time any such property; (c) to sign, make, draw, accept, endorse, execute and deliver on behalf of and in the name of the Company all such cheques, promissory notes, bills of exchange, drafts, acceptances, orders for the payment of money, warehouse receipts, bills of lading, agreements to give security, assignments, transfers, conveyances, hypothecs, mortgages, pledges, securities and other agreements, documents and instruments as may be necessary or useful in connection with the borrowing of money by and other banking business of the Company. 3. THAT any one of the President or Treasurer be and is hereby authorized on behalf of the Company: (a) to negotiate with or transfer to the Bank for deposit or discount with or collection by the Bank (but for the credit of the Company's account only) cheques, promissory notes, bills of exchange, drafts, orders for the payment of money and other instruments, whether negotiable or not, purporting to be signed or endorsed on behalf of the Company by any one of them or having the name of the Company impressed thereon by rubber stamp or other device without any signature; (b) to arrange, settle, balance and certify all books and accounts between the Company and the Bank and to receive all paid cheques and other vouchers, unpaid and unaccepted bills of exchange and other negotiable instruments and to sign the Bank's form of settlement of balances and release; (c) to delegate any authority conferred on such person by sub-paragraphs (a) and (b) of this paragraph to any other employee of the Company, by notice in writing filed with the Bank. 4. THAT all agreements, documents and instruments signed, made, drawn, accepted, endorsed or executed as aforesaid shall be valid and binding on the company. 5. THAT the Company shall furnish the Bank with a list of the names of all persons authorized by this Resolution to do any act or thing, together with specimens of their signatures, and shall notify the Bank from time to time in writing of all changes of such persons; and such list when received by the Bank shall be binding on the Company until written notice to the contrary shall have been given to the Bank and receipt of such notice acknowledged by the Bank. 6. THAT this Resolution shall be communicated to the Bank and shall continue in force as between the Company and the Bank until written notice to the contrary shall have been given to the Bank and receipt of such notice acknowledged by the Bank. ------------------------------------------------------------------- National Capital FreeNet Mission Statement The National Capital FreeNet is a free, computer-based information sharing network. It links the people and organizations of this region, provides useful information, and enables an open exchange of ideas with the world. Community involvement makes FreeNet an important and accessible meeting place, and prepares people for full participation in a rapidly changing communications environment. **** Énoncé de mission """"""""""""""""" Le Libertel de la Capitale nationale est un réseau informatique d'information partagée et gratuite. Il relie les gens et les organisations de la région, produit de l'information utile et favorise un échange ouvert d'idées à l'échelle du monde. La participation communautaire fait du Libertel un lieu de rencontre accessible et majeur, et contribue à la participation efficace des gens dans un monde de communication en évolution constante. ------------------------------------------------------------------ NATIONAL CAPITAL FREENET Statement of Revenue, Expense and Surplus for the period January 1,1994 to October 31,1994 (accrual basis & unaudited) Actual Budget Receipts Regular Donations 116,292 112,388 Line Sponsorships & Fundraising 12,815 37,400 Revenue from Affiliations (1) 772 n/a Public Access Site Cost Recovery (2) 2,208 n/a Government Grants 25,000 25,000 Conference & Misc. Revenues (3) 23,326 n/a Promotional Item Proceeds 1,928 n/a Deferred Contributions (4) 7,368 n/a _______ _______ Total Receipts 189,709 174,788 _______ _______ Service Expenses Phone Lines (5) 49,135 58,259 ONet fees (6) 12,195 12,038 Conference Expenses 26,599 n/a Cost of Promotional Items 1,264 n/a _______ _______ Total Service Expenses 89,193 70,296 _______ _______ General and Administrative Expenses Office Staff and Office Supplies 34,506 34,880 System Administration 41,117 49,534 Operations/Exec Director & Fundraising 29,607 37,434 Admin. & Professional Fees (7) 8,489 9,990 Public Access Sites 257 n/a Public Relations & Events 584 3,300 Depreciation of Equipment 20,750 n/a _______ _______ Total General & Admin Expenses 135,309 135,168 _______ _______ _______ _______ Net Surplus (Deficit) from Operations (34,793) (30,677) ======== ======== NOTES 1. Revenue from Network Training Services affiliate 2. Expenses for public access terminal connections to FreeNet host are recovered from the public access providers. 3. Includes '93 conference fees received in arrears, and Sutherland's speaker fee. 4. Deferred contributions relate to the unrecognized portion of contributed computer and telecommunications equipment 5. No. of Phone Lines Actual: 160 Budget: 190 6. Includes $5,445 of the $14,445 ONet fees for May 1/93 - Apr. 30/94 and an accrual of $6,750 for the period May 1/94 - Oct. 31/94 The bill for 94/95 has not been received 7. Admin. and Professional Fees include: - printing expenses - bank service charges - accounting & audit expenses - volunteer honorariums - board & committee admin. expenses - insurance ------------------------------------------------------------- NATIONAL CAPITAL FREENET Balance Sheet as at October 31,1994 and December 31,1993 (accrual basis & unaudited) October 1994 December 1993 (unaudited) (audited) Assets Current Assets Cash 24,580 107,335 Current Receivables 0 3,000 Capital Assets,net of depreciation Computer Equipment 63,064 28,558 Telecommunications Equipment 77,988 53,095 Accumulated Depreciation -30,957 -10,207 ________ ________ Total Assets 134,675 181,781 ======== ======== Liabilities and Equity Current Liabilities Accounts Payable (1) 12,036 35,181 Accrued Liabilities (2) 18,200 0 ________ ________ Total Liabilities 30,236 35,181 ________ ________ Equity Deferred Contribns,net of amortization 27,020 34,388 Surplus 77,419 112,212 ________ ________ Total Equity 104,439 146,600 ________ ________ ________ ________ Total Liabilities and Equity 134,675 181,781 ======== ======== NOTES: 1. Includes Conference invoice of $11,851.82 2. Includes accruals for a terminal server and ONet fees