Minutes of the National Capital FreeNet Board of Directors Meeting held on December 20, 1994 Honeywell Room - RMOC/HQ - 111 Lisgar Street Ottawa, Ontario 1. Board Members in Attendance David Sutherland Chairman Jean Wilmot Treasurer Al Seaman Secretary David Blackwood Julie Chahal Brett Delmage Rosaleen Dickson David Loan Marc Labelle Rick Mount Robert Pless Richard Taylor Stephen Toy The meeting was called to order by David Sutherland at 7:06 PM. SPECIAL PRESENTATION 2. Before starting the main agenda, the Chairman introduced Dr. José Luis Pardos, the Ambassador of Spain, who gave a summary on the presence of the Embassy of Spain on FreeNet. Dr. Pardos is an enthusiastic user of NCF, and expressed appreciation for the support he has received. Some significant points included: - the Spanish section on NCF has expanded greatly, - they will be looking for help in adding a Gopher link to information from Spain, - they will be sponsoring a second NCF dial-up line, - they are working to encourage participation in NCF by South and Central American embassies, and - the FreeNet movement has spread to Spain, and several are in the process of being set up. MINUTES OF NOVEMBER 15, 1994 MEETING 3. Motion by Stephen Toy, seconded by Richard Taylor that the Minutes as previously circulated be approved. Motion carried. BUSINESS ARISING FROM THE MINUTES 4. Update on the NPTN situation David Sutherland provided an update on recent events around NPTN, the licensing of the Free-Net trademark, and affiliation with NPTN. The main actions to follow are: - David Sutherland is to determine from John Morgan exactly what was done earlier on the registration of NCF, our logo, and any other related material, - Telecommunities Canada (TC) will be sending a letter to NPTN regarding the trademark issue in about a week, and - we will wait until TC gets a response to that letter before taking any action with NPTN. AGENDA REVIEW 5. There were no changes to the previously published agenda. EXECUTIVE COMMITTEE REPORT 6. 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 FreeNet Auction has just been completed, and has raised approximately $20,000. The Chairman extended a motion of thanks to the Auction Committee for a job well done. 7. Improving Board/Executive Communications There is a perceived need for better communication between the Executive Committee and the Board of Directors. Motion by Brett Delmage, seconded by David Sutherland that the agenda for each Executive Committee meeting be e-mailed to all NCF Board members before each meeting and that the notes/minutes of each NCF Executive Committee meeting be e-mailed to all Board members within two weeks after each meeting. Motion carried. BUDGET PLANNING FOR 1995 8. Budget worksheets were tabled by Jean Wilmot. It was emphasized that this version of the budget is a baseline budget; that is one that assumes revenues continuing at the current rate, and with resource growth and expenditure constrained to that level of funding. The result is a severe curtailment of service level. The quarterly summary figures for this baseline budget are attached to these minutes. A second set of budget figures will be prepared for the next Board meeting that will be based on additional fundraising programs, their expected revenues, and correspondingly increased expenditures. RENEWAL OF AGREEMENT WITH NTS 9. The current agreement with Network Training Services expires on January 6. It was noted that the agreement has yielded a revenue to NCF of about $800 per quarter, and that the average donation of NTS trainees is about double that of regular registrants. Motion by David Loan, seconded by Rosaleen Dickson that the staff negotiate a one year renewal of the agreement. Motion carried. PLANNING FOR THE 1995 AGM 10. The AGM Committee posted a report that covered some essential issues. - The agreed date for the on-line meeting will be Feb 27 to March 12, 1995. - An Elections Officer is required and Garth Graham has agreed to serve in that capacity. - It was indicated that two people will be leaving the Board; Al Seaman's term expires at the AGM, and he will not be running for re-election, and John Ferguson whose term has a further year will be resigning. In the case of Ferguson, the by-laws provide the option of appointing a successor for the one year balance of his term. - The report recommended that the Mission Statement be subject to separate confirmation by the members at the AGM. This was ruled out of order since the matter has already been dealt with at the November Board meeting. Motion by David Loan, seconded by Stephen Toy that the AGM run on- line and include an area for discussion of FreeNet issues and policies. Motion carried. Motion by Jean Wilmot, seconded by David Sutherland that the AGM include a Question and Answer area where candidates will be encouraged to discuss their position on various matters with the membership. Motion carried. It was noted that we need to modify section 30 of the By-laws to properly reflect the adopted process for an on-line meeting. Richard Taylor will draft and post a proposal for this. CREATION OF A BOARD RECRUITMENT COMMITTEE 11. Lisa Donnelly tabled a paper on the establishment of a Board Recruitment Committee. Motion by David Sutherland, seconded by Brett Delmage that we institute a Nomination Committee. Motion carried. Robert Pless and Rosaleen Dickson were appointed to the Nominating Committee. CREATION OF A BOARD PLANNING COMMITTEE 12. Lisa Donnelly tabled a paper on the establishment of a Board Planning Committee. It was agreed that the issue should be deferred to the next Board meeting. POLICY OF TELNET SERVICES 13. Andrew Patrick previously posted a discussion paper on the subject of developing a policy regarding Telnet services on NCF. Since Andrew was unable to be at the meeting, the topic was not opened for discussion. Members were asked to review the material and prepare for discussion at a future meeting. OTHER BUSINESS 14. Drafting an Acceptable Use Policy This item was deferred to the next meeting. 15. Francophone Committee Goals and Objectives for 1995 Charles Trahan provided a summary of the previously posted document on the 1995 Goal and Objectives of the Francophone Committee. Some major points include: - emphasis will placed on recruiting new information providers who will add to the on-line French material, and - the Committee will require help from the Board in establishing a better interface/menu for Francophones. 16. Menu Design Update Ian Allen provided an update on the activities of the Menu Design task force. The group has set down some principles of menu design with advice from experts in interface design and in information organization. Limited field testing of some design approaches has been done. The work of the group continues. 17. Date for 1995 NCF Birthday party It was agreed that the date for the 1995 Birthday party will be Tuesday, January 31. Other arrangements will be developed by the Executive Director. NEXT MEETING 18. After considering the needs of the AGM, and other related events, it was concluded that we should depart from the normal meeting schedule temporarily and cancel the January meeting, but have the February meeting early in that month. The next meeting will be on February 6, 1995 at 7:00 PM. The location is to be the Richmond Room at the RMOC/HQ. The deadline for agenda submissions is January 30, 1995. ADJOURNMENT 19. On a motion by David Loan, seconded by Stephen Toy the meeting adjourned at 10:30 PM. ------------------------------------------------------------------------ BUDGET PLANNING INFORMATION - QUARTERLY DETAIL Below is the data for the Budget Planning Information item on the Board agenda. The statements provide a forecast of revenues and expenses under a baseline scenario where the NCF continues operations in a similar fashion as 1994. At the January board meeting, Gordon Pearson will present information on fundraising initiatives which would be in addition to the baseline scenario presented here. These initiatives will be presented separately since they support specific projects outside of baseline operations, with a project proceeding only if its accompanying funding is received. Assumptions used to build the statements are listed at the end of this document. NATIONAL CAPITAL FREENET Forecast of Baseline Revenue, Expense and Surplus for each quarter 1995 RECEIPTS Q1 Q2 Q3 Q4 Total Donations 40,001 50,003 50,003 50,003 190,010 Line Sponsorships & Fundraising 10,875 27,208 7,208 32,208 77,500 Promotional Items & Misc. Revenues 1,000 1,333 1,333 1,333 5,000 Government Grants 15,000 15,000 15,000 45,000 Deferred Contributions 2,756 2,956 2,956 2,956 11,625 ------- ------- ------ ------- ------- Total Receipts 54,632 96,501 76,501 101,501 329,135 ------- ------- ------ ------- ------- SERVICE EXPENSES Phone Lines - existing 12,420 12,420 12,420 12,420 49,680 Phone Lines - new 1,460 690 690 11,506 14,346 ONet fees 3,611 4,945 5,611 5,611 19,778 Cost of Promo Items 500 500 500 500 2,000 ------- ------- ------ ------- ------- Total Service Expenses 17,991 18,555 19,221 30,037 85,804 ------- ------- ------ ------- ------- GENERAL & ADMINISTRATIVE EXPENSES Office Staff & Supplies 8,705 8,105 8,005 8,105 32,920 System Administration 12,603 12,603 12,603 12,611 50,420 Exec.Director&Supplies 13,875 13,875 13,875 13,875 55,500 Fundraising Costs 11,239 15,015 15,846 19,486 61,585 Admin.&Profsnl. Fees 5,245 3,495 3,645 3,495 15,879 Public Access, Relations & Events 350 350 350 350 1,400 Depreciation -Equip. 10,228 10,560 10,560 13,547 44,894 ------- ------- ------ ------- ------- Total General & Admin. 62,244 64,002 64,883 71,468 262,598 ------- ------- ------ ------- ------- ------- ------- ------ ------- ------- Net Surplus (Deficit)(25,603) 13,944 (7,604) (5) (19,267) ------- ------- ------ ------- ------- ------- ------- ------ ------- ------- NATIONAL CAPITAL FREENET Forecasted Baseline Balance Sheet quarterly for 1995 ASSETS Q1 Q2 Q3 Q4 Current Assets Cash 18,402 29,186 35,675 4,951 Current Receivables 0 0 0 0 Capital Assets Computer Equipment 78,064 78,064 78,064 103,064 Telecom. Equipment 80,788 80,788 80,788 103,588 Business Equipment 4,800 10,100 10,100 10,100 Accum. Depreciation (50,685) (61,245) (71,804) (85,351) --------- -------- -------- -------- Total Assets 131,369 136,893 132,823 136,352 --------- -------- -------- -------- --------- -------- -------- -------- LIABILITIES AND EQUITY Current Liabilities Accounts Payable 1,354 1,354 1,354 1,354 Accrued Liabilities 13,365 4,701 11,191 17,681 --------- -------- -------- -------- Total Liabilities 14,719 6,055 12,545 19,035 --------- -------- -------- -------- Equity Deferred Contribns 44,100 47,300 47,300 47,300 Amortization of Def Contributions (19,992) (22,949) (25,905) (28,861) Retained Surplus 92,542 106,487 98,883 98,878 --------- -------- -------- -------- Total Equity 116,650 130,838 120,278 117,317 --------- -------- -------- -------- --------- -------- -------- -------- Total Liabilities & Equity 131,369 136,893 132,823 136,352 --------- -------- -------- -------- --------- -------- -------- -------- Notes for the Baseline Forecast: Number of Registered Users Quarter 1 end 36,500 Quarter 2 end 41,000 Quarter 3 end 45,500 Quarter 4 end 50,000 Number of Telephone Lines Quarter 1 - 170 beginning in February Quarter 2 - 170 Quarter 3 - 170 Quarter 4 - 234 Donations New Registrants 140,000 100% same growth as last year General (outside reg'n proess) 50,000 Approx 1/3 renewals from last year's donors and first time donations from old registrants Line Sponsors Renewals 14,000 75% of last years sponsors as worst casee scenario; New Sponsors 17,000 20 new sponsors as worst case scenario Fundraising includes Black Tie Dinner at Embassy for Honorary Council to the NCF $10,000 revenue with $5,000 cost = 5,000 net Grants Municipal Grants 30,000 ONIP 15,000 1995 balance of grant Final balance of $15,000 due in 1996 Amortization of Deferred Contributions Calculated at Straight Line over 4 years; Policy is 25% per year with 1/2 year rule. Phone Lines Line cost $23/line/month + $100 install/line ONET Fees Current cost for May'94 to Apr 95 of $14,445 (56Kb) , cost for May '95 to Apr '96 expected to be $22,445 (112Kb). Office Supplies Expense Increased in 1995 for expected relocation to new site Office Furniture & Equipment Expense Non-Capital office equip - $500 for small photocopier for Office if relocate to new Office Misc Computer Software includes $600 for office software if relocate to new office System Admin Supplies to cover phone and emergency transportation to site during system failures. Audit Expense 1994 accrued at $3,960 payable in Feb 95, 1995 est. at $3,960 Insurance Expense Insurance expense estimated at $1,000 for directors Honorariums and Gifts - 2 volunteer recognition parties @ $150 each + 4 projects or events @ $50 each for food & beverages + $25/month Depreciation Calculated at Straight Line over 4 years; Policy is 25% per year with 1/2 year rule. Equipment to be Purchased FreeNet Computer required upgrade for adequate performance & system safety Modems Feb: add 10 modems @ $200 per modem plus 4 spares; Oct add 64 modems Terminal Server for 64 lines Business Equipment $1,000 for Laser Printer for Office Business Equipment 6 - 286's @ $125 + 2 486's @ $2,000 donated Balance Sheet Accrued Liabilities Terminal Server $10,000, Onet payment in May/95 of $14,445; Onet for May/95 to Apr 96 of $22,000; Audit fees of $3960. ===================================================== Jean Wilmot, aa145@freenet.carleton.ca Treasurer, National Capital FreeNet ======================================================