*** *** Log start at 02:54pm on 95-02-06 *** Connected to: National Capital FreeNet HS *** 2 National Capital FreeNet Board Meeting February 6, 1995 - 7:00 PM Richmond Room RMOC/HQ 111 Lisgar Street AGENDA 1. Approval of the minutes of the December 20, 1994 meeting 2. Business arising from the Minutes 3. Review of the Agenda 4. Executive Committee Report a) Operations Update (Lisa Donnelly) 5. Financial Report (Jean Wilmot) 6. Budget planning for 1995 (Jean Wilmot) 7. The 1995 AGM - Refining plans (Richard Taylor) 8. Amendments to NCF By-laws (Richard Taylor) 9. Creation of a Board Planning Committee (Lisa Donnelly) 10. Updating NCF Volunteer and Committee Strategy (Lisa Donnelly) 11. Developing a Policy on Telnet Services (Andrew Patrick) (Tabled at previous meeting) 12. Internet Service Policy & Equitable Access (Andrew Patrick) (Motions to implement some of item 9) 13. Other Business a) Drafting an AUP and (Robert Pless) new user hints: starting the process 14. Next meeting 15. Adjournment Your Choice ==> 3 1995-01-18 *************************************************** * These are draft minutes only, and are subject * * to change until approved by * * the NCF Board of Directors. * *************************************************** 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. Jos‚ 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 ====================================================== Your Choice ==> 4 Operations Update 6 February 1995 1.Annual Reports for the AGM Staff and Committee, Task Force and Project leaders will be producing brief annual reports for 1994 to be compiled and installed into the AGM menus on 13 February 1995. 2. Receipt of Canada Post Machines We have completed our exchange of labour with Canada Post and have received twenty 286 machines, 3 of which are laptops. These machines have 5 1/4 diskette drives and no modems. We are looking to install modems on the laptops so they can be used at NCF demonstrations. The rest of the machines are available for use as Public Access terminals. 3. Two new Public Access Terminals about to be set-up Gatineau and Vanier Public Libraries are about to become our next two public Access sites. They should be active and added to our on-line list within one to two weeks. This will bring our total of Public Access locations to sixteen. 3. Status of the Administrative Office There was the first ever theft in the NCF administrative offices this month. $73 in Canadian cash were reported missing from the cash drawer in the filing cabinet. The theft happened sometime between 12:00 noon on Friday, 20 January and Monday, 23 January at 9:00 am. We have increased security via the following measures: 1. Continuing with timely deposits of all donations 2. Installing a heavy-duty lock bar on the filing cabinet 3. Increasing security and professionalism in the office and amongst the office volunteers. Otherwise, all is proceeding well in the administrative office. There is currently little to no backlog in registrations. Most accounts are activated in one to two days of receipt of the user agreement. 4. Board Manual and Orientation Plans We have put together a twenty-page Information Booklet for candidates who are nominated and approved to run in the upcoming elections. They will be available for check-out via the Executive Director or the Administrative Coordinator. These Booklets also represent the backbone of what will be the NCF Board Manual. Official Board manuals will be handed out to all Board members at the Post-Elections Orientation. An Orientation will be held either the 15, 16 or 17 of March (Wednesday, Thursday or Friday). All Board members are strongly encouraged to attend as this will be an introduction and social gathering for a new Board of Directors. It will also be a chance for the Board to review the contents of the Board Manual and plan for new appointments to the Executive Committee. 5. Appointment of new Volunteer Coordinator: Natalie Munroe (aa966) Brian Monkman and I have recruited and trained a new, and very wonderful, volunteer coordinator. Natalie Munroe (aa966) began formal training with Brian and I in December and has been making a wonderful contribution to the volunteer effort. We request Board approval of Natalie Munroe to the position of Volunteer Coordinator for the period of one year, at which time her position will be up for review. 5. Current Committee and Task Force Update (See Volunteer Coordinating Strategy Update) 6. Additions to the Executive Director's job description so as to reflect the NCF reporting relationships Per the request of the Board, I have added explanatory sentences on reporting relationships to the job description of the Executive Director. These changes reflect the NCF Organizational Chart as approved by the Board at the October 1994 meeting and in no way alter the responsibilities or jurisdictions originally contained in the contract. Original sentences are underlined. National Capital FreeNet Executive Director Contract: "Schedule A" -------------------------------------------------------------------- Human Resource Management - Implement personnel policy including hiring, supervision and evaluation ----------------------------------------------------------------------- of NCF staff and contractors. Staff and contractors shall report to the -------------------------- Executive Director (ED) who will be responsible for communicating priorities, changes and evaluations to the Board of Directors. - Mobilize and coordinate all volunteer and committee activities. -------------------------------------------------------------- All committees, task forces and projects that are operational in nature will report to, and take guidance from, the ED. Decisions will be based on policies set by the Board. The ED will report on operational volunteer activities to the Board on a regular basis. Planning and Governance - Act as a liaison between the Board, staff and volunteers. -------------------------------------------------------- The ED will act as the centre of the communications network. Staff and volunteers will report primarily to the ED who in turn reports to the Board. Decisions and policies are carried back and communicated to the staff, volunteers and members. - Propose short and long term plans to the Board, staff and members. These ---------------------------------------------- plans may be developed with members, volunteers and members of the Board and reported to the Board as a whole. - Formulate and recommend policies for Board approval. --------------------------------------------------- Report to the Board and carry policies and decisions back to the staff, volunteers and members. - Prepare Board briefing material and arrange for Board secretariat services. ----------------------------------------------------------------- The Secretary and ED will work together to produce agendas, minutes, lists of approved motions and unfinished business for the Board as required. If the Secretary is a member of the Board they shall report directly to the Board on related issues. If the appointed Secretary is outside of Board membership, guidance and reporting will be the responsibility of the ED. Community Relations - Represent the NCF to other organization and the media and report any ----------------------------------------------------- relevant interactions to the Board, staff and membership. - Oversee day-to-day correspondence and communications and report any ---------------------------------------------------- relevant interactions to the Board, staff and membership. - Cultivate associations with the community and report any relevant ----------------------------------------- interactions to the Board, staff and membership. Financial Management - Prepare budget with Treasurer. The ED will report to the Treasurer and ------------------------------ the Treasurer will report to the Board. - Manage fiscal resources, including timely deposit of revenue and payment of bills. ------------------------------------------------------------------------ The Administrative Coordinator will work with and report to the ED. The ED will work with and report to the Treasurer. The Accountant will report to both the ED and Treasurer. - Ensure accurate bookkeeping and reporting of financial performance. ------------------------------------------------------------------ The ED will report to the Treasurer and the Treasurer will report to the Board in all standard situations. In some instances the ED will report directly to the Board on relevant issues. -- Lisa K. Donnelly, am412@freenet.carleton.ca Executive Director Your Choice ==> 5 National Capital FreeNet Statement of Revenue, Expense and Surplus for the period January 1 to December 31, 1994 (accrual basis & unaudited) Actual Budget Receipts Regular Donations 161,180 135,000 Line Sponsorships & Fundraising Projects 38,965 64,200 Revenue from Affiliations (1) 1,483 n/a Public Access Site Cost Recovery (2) 2,738 n/a Government Grants 52,500 50,000 Conference Proceeds & Misc Revenues (3) 32,895 n/a Promotional Item Proceeds 2,973 n/a Deferred Contributions (4) 14,829 n/a ------- ------- Total Receipts 307,563 249,200 ------- ------- Service Expenses Phone Lines (5) 57,420 70,608 ONet fees (6) 14,185 14,445 Conference Expenses 25,981 n/a Cost of Promotional Items 2,515 n/a ------- ------- Total Service Expenses 100,101 85,053 ------- ------- General & Administrative Expenses Office Staff and Office Supplies 41,868 42,200 System Administration 49,449 59,500 Operations/Exec Director & Fundraising 50,662 57,400 Admin. & Professional Fees (7) 14,016 12,000 Public Access Sites 428 n/a Public Relations & Events 968 4,000 Depreciation of Equipment 34,327 n/a ------- ------- Total General & Administrative Expenses 191,718 175,100 ------- ------- ------- ------- Net Surplus (Deficit) from Operations 15,745 (10,953) ======= ======= 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, telecommunications equipment and software 5. Actual number of phone lines: 160 Budget: 190 6. Includes $5,445 of the $14,445 ONet fees for May 1/93 - Apr 30/94 and $8,740 for the period May 1/94 - Dec 31/94 7. Admin. & 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 December 31, 1994 (accrual basis and unaudited) Actual Budget Assets Current Assets Cash 52,467 381 Current Receivables (1) 32,115 0 Capital Assets, net of depreciation Computer Equipment 75,421 63,558 Applications Software 36,909 0 Telecommunications Equipment 80,644 96,761 Accumulated Depreciation (44,534) n/a ------- ------- Total Assets 233,022 160,700 ======= ======= Liabilities and Equity Current Liabilities Accounts Payable 22,027 n/a Accrued Liabilities (2) 14,214 n/a ------- ------- Total Liabilities 36,241 n/a ------- ------- Equity Deferred contributions, net of amortization 68,825 n/a Surplus 127,956 n/a ------- ------- Total Equity 196,781 n/a ------- ------- ------- ------- Total Liabilities and Equity 233,022 n/a ======= ======= Notes: 1. Includes amounts receivable under the ONIP grant, Industry Canada agreement, prepaid insurance and ONet fees 2. Includes accruals for a terminal server, audit and employee vacation ===================================================== Jean Wilmot, aa145@freenet.carleton.ca Treasurer, National Capital FreeNet ====================================================== Your Choice ==> 6 NATIONAL CAPITAL FREENET 1995 DEVELOPMENT PLAN OVERVIEW * The need for an effective development program National Capital FreeNet was launched publicly in 1993 as a "demonstration project" to show the feasibility of community computing networks and computer-mediated communication. Here are the results of the experiment: - NCF is the second largest free-net in the world - 38,000 people are registered members, most of them in the Ottawa-Carleton Region - 50 new members sign up every day, seven days per week - There are more than 250 organizations with information areas on FreeNet - FreeNet handles over 11,000 calls per day The challenge now is to meet the demands of a community hungry for FreeNet resources, and to ensure that the system can be accessed by the thousands who are knocking at our door, eager to be part of the information society. This requires a doubling of the current system capacity -- and the provision for adequate system growth thereafter. To achieve our goal, while remaining true to NCF's Mission as a free community service, we need to increase donations and contributions substantially. We need to sustain this funding into the future and keep pace with growing demand. And we need the proper tools to do it. * "Development" is not begging for money "Development" is not just a fancy word for fundraising. The major goal of NCF's development program is to identify NCF's potential supporters and maximize the opportunities for them to contribute in meaningful and personally (or institutionally) satisfying and practical ways in support of NCF's objectives. Development involves bringing members and others into the picture, incorporating their ideas about how they can help their community by supporting NCF, giving them ownership in the organization, and making sure they recognize that they have an important stake in FreeNet's continuing success. It takes a long-term strategy and careful nurturing of these relationships, rather than a crisis-driven call for cash. * Support (cash and donations in-kind) will be sought and obtained from diverse sources To ensure funding stability and balanced participation from the broadest possible community, NCF will solicit and accept support from all individuals and agencies with an interest in NCF or whose aims and objectives are furthered by the success of NCF. In 1995 the following groups of individuals and organizations will be solicited for support: a. NCF members b. NCF Directors c. NCF Information providers: - non-profit associations - SIGs (as a groups of individual members with a common interest) - governments - businesses d. Municipal, Regional, Provincial and Federal Governments and government agencies with goals in common with NCF, including community development, community service, fostering greater communication and understanding, and enhancing economic development e. Corporations and businesses which are not information providers but can benefit from the success of NCF The key to sustainability is balanced, broad-based participation. Most important, FreeNet's funding future depends upon maximizing local community support. * Donors will be properly acknowledged and asked to renew Donor acknowledgment and recognition is a critically important component of a successful development program. Thanking is as important as asking. In 1994, we began welcoming new members by Email as part of the registration process. Those who sent a donation with their registration received a thank-you message. NCF's 1995 development program will ensure that all donors are personally thanked in a timely manner for their contribution and recognized publicly, for both current and lifetime donations, as each wishes. Donation records will be tracked and donors will be asked individually by Email to renew their support. With the assistance of members of the Hardware/Software Committee, an administrative database and many of the tools required to operate it effectively are being developed as a priority and will be unveiled early in 1995. * Members will be asked to become Donors Members who are not Donors will be given the opportunity, when logging in, to make a donation or make a pledge. They will also be able to read and ignore the message or opt to register as a volunteer. * Donating will be made easier Currently, there is a significant effort required for an NCF member to make a donation except at live events where a donation box is sure to be handy. The Development program will continue to work towards making on-line donating practical. Last year, NCF acquired the ability to accept donations by VISA in person, by voice phone or by postal mail. Members have also requested a range of convenient auto-debit options using VISA or direct bank account debits to spread their contributions over time. In 1995, we will offer new opportunities to make payments online and by automatic withdrawal. Members will be able select a monthly fixed amount or, under the proposed "piggybank plan", contribute 25 cents for each time they log on. * Development projects will be undertaken to support specific operational improvements, whenever possible Donors, members and the NCF Board will be able to clearly see the benefits of each successful project, or the consequences of each failed project. * Operating costs will be stated in meaningful ways and widely publicized The development program will assist NCF members, information providers and others to make meaningful and appropriate contributions by ensuring that NCF's operating costs are accurately identified and stated in ways that users can relate to such as the cost-per-hour-of-use and the cost per kilobyte of information stored online. * Development projects will be fun There is no reason why mass-participation development projects should not be enjoyable for both the volunteers and staff implementing the project and the participants. The completion of each project should leave participants eager for more, asking "When will the next one be?" * Projects will serve multiple Development objectives Fundraising projects must pass the "multi-purpose test" to ensure that our limited resources are being used most efficiently. The Great FreeNet On-Line Auction is a good example. It was designed with the following goals clearly stated: -raise money for NCF to improve community access to the system -expand membership by encouraging Guests to become Registered Users -raise NCF's profile in the business community -establish relationships and procedures for a repeatable event *serve as a focus for volunteers (recruit fundraising committee members) -involve IPs and SIGs in NCF funding (as donors of auction packages and as volunteers) - attract users to the "Funding Area" By the same token, all NCF initiatives should be examined for their fundraising potential, so that opportunities are not missed. For example, when the Help Desk published its recent Survival Guide, care was taken to solicit donations and a reply envelope was inserted. Similarly, by working in strategic partnership with the Francophone Committee in 1995, we intend to identify funds which can be sourced to improve the francophone presence on NCF and help pay for system expansion at the same time. * Opportunities for sponsorship will be increased There is a significant potential for sponsorship of some of NCF's services, tools and content areas. The task is to sensitively integrate sponsorship recognition into these well-used, and consequently expensive to run, resources in a manner that does not disrupt an acceptable user interface. The Development committee will work with the Menu Design Task Force and other interested and qualified individuals to produce a detailed proposal for NCF sponsorships that is attractive to both members and potential sponsors. It is expected that this report will be brought forward for consideration in the first quarter of 1995. An important distinction must be made between sponsorship and advertising. When accepting sponsorships, NCF maintains editorial control of the message and its placement, unlike advertising, where the advertiser has full control of the message content. Unlike the sale of advertising space, a good sponsorship program provides appropriate and valuable recognition of a donor's generosity. * Volunteers are an important part of the development team NCF cannot achieve its development objectives solely by the work of the Director of Development. NCF members will be encouraged to work with NCF staff, as members of a multi-disciplinary development team which includes software specialists (designers, testers, database specialists, etc.), graphic designers, sales people, project managers, marketing experts and others. The goal will be to attract volunteers with a real interest in the development program who have skills that they can contribute to its success. Volunteers will participate by "signing up" for individual development projects. This will help build commitment to the timely and successful completion of each project and will also serve to clearly identify those persons responsible for each successful project. NCF's volunteer co-ordinator will play an important role in helping to identify volunteers interested in participating and setting up a structure that ensures program effectiveness and volunteer satisfaction. * Volunteers will be recognized as Donors FreeNet runs on donations of volunteer time and expertise, as well as money and gifts-in-kind. In co-operation with NCF's volunteer co-ordinator, appropriate recognition of these contributions will be given in the funding area. * The role of the Director of Development The Director of Development will work closely with the Executive Director (Lisa Donnelly) and staff, the Board Liaison (Brett Delmage) and members of the multi-disciplinary Development Committee (see Appendix D for current list) to initiate and support fundraising programs and projects consistent with NCF's development plan. * The role of the NCF Board of Directors A knowledgable Board of Directors that actively participates in the development program is essential to the long-term success of any organization. Members of the NCF Board of Directors should assist with and demonstrate leadership in NCF's development activities, in addition to providing input to the annual development plan, approving objectives and monitoring progress. THE TARGETS AND THE TOOLS Detailed financial information is set out in the Appendices. Appendix A-Summary shows the fundraising targets for 1995 to support NCF's operations and projects. Appendix B-Baseline shows the targets specific to meeting NCF's "baseline budget" requirements for operations. Appendix C-Projects shows fundraising dedicated to projects and the cost in 1995 of adding 192 phone lines (the "System Capacity Project"), obtaining furniture and computers for the NCF administration office, and mounting a typical "Outreach Project". * Donations from Individuals The most important source of funds, by far, is members' donations, yet in the past this area has received less focussed attention than any other. FreeNet has relied on donations from new registrants (the people who are least informed about what constitutes a fair and reasonable donation) and occasional general appeals, easily missed on the login screen, for new and renewed contributions. Efforts to redress the problem have been hampered by the lack of a sophisticated, flexible administrative database...but all that is about to change. NCF has secured the necessary software and our database group, with key members of the Hardware/Software Committee, are programming the tools we need. Members will give if properly asked, properly thanked and properly recognized for their donations. Here is an extract from the Development Committee's programming requirements priority list explaining how it will work: == Begin Extract == DONOR RECOGNITION People won't continue to give money if they aren't properly recognized and thanked. a) Donation data input to the administrative database should be reflected in the Current Year's Donor Recognition sections of the Funding Area b) A variety of thank you/acknowledgement messages prepared by the Development Office should be sent out automatically; it should be flexible enough to allow special responses to special-case donations. c) Some donors will be contributing under one of a variety of "auto debit" programs. There should be a provision in the Administrative Database as well as the Donor Recognition program to handle these differently. d) Historical donation data should go to the Lifetime Contributions section of the Donor Recognition area (in the Funding Area). As the funding programs evolve, there will be changes and additions to the Donor Recognition area (new donor categories; new campaigns which require separate listings). Flexibility and ease of accommodating changes will be important. VISA on-line contributions - direct to printer People will give more if we make it easy for them. REMINDER PROGRAM A program is already near completion which will recognize non-donors (those who have never given) at the log-in screen and provide them with a set of options - including make a donation; make a pledge; read & ignore. The program should also recognize past donors who have lapsed and handle them in a similar fashion (but with slightly different wording). This needs to work with the database and with the following program. SEMI-ANNUAL E-MAIL 'RENEWAL' REQUESTS Donors should be sent appropriate Email messages 6-months after their last donation asking them to renew and increase their contribution. The messages will be tailored to the various donor levels and will include extracts of pertinent data from the Administrative Database. If Donors renew, they should be thanked by Email and recognized in the donor listings (both "current" and "lifetime"). Donors who don't renew should receive a reminder 3 months later and another 3 months after that. Thereafter, they are eligible for the Reminder program. == end extract == The database is central to NCF's continuing survival -- tracking and communicating with our Members and Donors, running fundraising campaigns, and taking control of our financial planning and money management all depend on it. * FreeNet Connection Sponsorships Line sponsorships are an excellent way for businesses, Embassies, Information Providers and government agencies to participate and receive valuable exposure. Several improvements are being instituted to make the program more attractive, and we plan to double the number of sponsorships this year. At the suggestion of the Youth SIG, a "challenge program" will be started so that IPs and SIGs can set up line sponsorship pledge screens in their areas to solicit contributions from their members and compete with other groups. * On-Line Benefit Projects The Great FreeNet On-Line Auction will be back, by popular demand, this Spring. A second edition, with reduced financial expectations, is scheduled for the late Fall. * Affiliations (Training) The arrangement begun in July 1994 to subcontract "FreeNet Training" on a non-exclusive basis to Network Training Services has been renewed for another year. * Honorary Council Dinner We propose the formation of a Council to honour key partners, patrons and others. This will enhance corporate and government fundraising efforts. The occasion of the Council's inauguration will provide a good opportunity to raise additional funds. * Boutique - Go Shopping The on-line Boutique run by Jessica Cohen will expand this year to carry new FreeNet-related, volunteer-inspired souvenirs and merchandise, including the much-sought-after propeller Beanies, a FreeNet guide and the NCF cookbook. * Ad Pointers Pointers will be provided to enable our members to visit commercially available electronic advertising services with a portion of the proceeds returning to NCF. * Government and Foundation Grants FreeNet's initial start-up grants are expiring. Applications have been, or are being, made for funds to assist with operating expenses and to help with this year's extraordinary system expansion costs. These include the Trillium Foundation, the Regional Municipality of Ottawa-Carleton, Jobs Ontario Community Action, and the Ontario Network Infrastructure Program. The system improvement grants will help us better serve our members, resulting in an increase in donations from individuals. The outreach grant reflects a funding opportunity which arose in the context of a larger application to the Trillium Foundation. * Corporate Sponsorships To qualify for substantial corporate donations, NCF must ensure that donors are accorded recognition and visibility in keeping with their support. FreeNet's success and public popularity make it an attractive vehicle for corporate sponsorship. Every effort will be made to guarantee that the benefits NCF receives are returned with equal value. *********************************************************************** Gordon Pearson, Director of Development, National Capital FreeNet Your Choice ==> 7 APPENDICES TO 1995 DEVELOPMENT PLAN APPENDIX A-SUMMARY Fundraising Summary 1994 1995 Baseline & Projects Actual Budget Q1 Q2 Q3 Q4 Donations from Individuals 158,732 190,004 40,001 50,001 50,001 50,001 FreeNet Connection Sponsorships Renewals of 1993-94 Sponsors 3,000 24,999 7,000 3,333 5,333 9,333 New Sponsors 17,345 21,700 4,900 5,600 5,600 5,600 SIG Challenge/Pledge Program 0 6,300 0 2,100 2,100 2,100 ----- ----- ----- ----- ----- ----- 20,345 52,999 11,900 11,033 13,033 17,033 Benefit Projects (Auction) 18,620 35,000 0 20,000 0 15,000 Affiliations (Training) 1,483 3,000 750 750 750 750 Honorary Council Dinner 0 10,000 0 0 0 10,000 Boutique TShirts,Survival,Beanies 2,973 4,000 1,000 1,000 1,000 1,000 Manual, Cookbook 0 2,000 0 500 750 750 ----- ----- ----- ----- ----- ----- 2,973 6,000 1,000 1,500 1,750 1,750 Ad Pointers 0 1,000 0 333 333 333 Government & Foundation Grants: ONIP 50,000 15,000 0 15,000 0 0 New (Municipal) 0 30,000 0 0 15,000 15,000 System Capacity Project Grants0 17,844 0 17,844 0 0 Outreach Project Grants 0 49,607 0 49,607 0 0 ----- ----- ----- ----- ----- ----- 50,000 112,451 0 82,451 15,000 15,000 Corporate Service/Area Sponsorships General Corporate Donations 2,448 0 0 0 0 0 Sponsors Services/NCF Areas 0 30,000 0 10,000 10,000 10,000 ----- ----- ----- ----- ----- ----- 0 30,000 0 10,000 10,000 10,000 Corporate Equipment Sponsorships (In-Kind) Terminal Servers 0 30,000 0 10,000 10,000 10,000 SPARC Stations Computers 12,000 50,000 0 25,000 0 25,000 Modems 0 0 0 0 0 0 Office Equipment & Furniture 0 8,000 4,800 3,200 0 0 ----- ----- ----- ----- ----- ----- 12,000 88,000 4,800 38,200 10,000 35,000 ====== ====== ====== ====== ====== ====== TOTAL FUNDRAISING: 266,601 528,454 58,451 214,268 100,867 154,867 ====== ====== ====== ====== ====== ====== ------------------------------------------------------------------------------ APPENDIX B-BASELINE Fundraising for 1994 1995 Baseline Budget Actual Budget Q1 Q2 Q3 Q4 Donations from Individuals 158,732 190,004 40,001 50,001 50,001 50,001 FreeNet Connection Sponsorships Renewals of 1993-94 Sponsors 3,000 16,999 7,000 3,333 3,333 3,333 New Sponsors 17,345 14,000 3,500 3,500 3,500 3,500 SIG Challenge/Pledge Program 0 0 0 0 0 0 ----- ----- ----- ----- ----- ----- 20,345 30,999 10,500 6,833 6,833 6,833 Benefit Projects (Auction) 18,620 35,000 0 20,000 0 15,000 Affiliations (Training) 1,483 1,500 375 375 375 375 Honorary Council Dinner 0 10,000 0 0 0 10,000 Boutique (gross receipts) TShirts,Survival,Beanies 2,973 4,000 1,000 1,000 1,000 1,000 Ad Pointers 0 1,000 0 333 333 333 Government Grants ONIP 50,000 15,000 0 15,000 0 0 New (Municipal) 0 30,000 0 0 15,000 15,000 ----- ----- ----- ----- ----- ----- 50,000 45,000 0 15,000 15,000 15,000 Corporate Service/Area Sponsorships General Corporate Donations 2,448 0 0 0 0 0 Sponsors of Services/Areas 0 0 0 0 0 0 ----- ----- ----- ----- ----- ----- 2,448 0 0 0 0 0 ====== ====== ====== ====== ====== ====== TOTAL FUNDRAISING for Baseline 254,601 317,503 51,876 93,542 73,542 98,542 ====== ====== ====== ====== ====== ====== ------------------------------------------------------------------------------ APPENDIX C-PROJECTS Fundraising for Projects 1995 Budget Q1 Q2 Q3 Q4 REVENUE: Donations from Individuals 0 0 0 0 0 FreeNet Connection Sponsorships Renewals of 1993-94 Sponsors 8,000 0 0 2,000 6,000 New Sponsors 7,700 1,400 2,100 2,100 2,100 SIG Challenge/Pledge Program 6,300 0 2,100 2,100 2,100 ----- ----- ----- ----- ----- 22,000 1,400 4,200 6,200 10,200 OnLine Benefit Projects (Auction 0 0 0 0 0 Affiliations (Training) 1,500 375 375 375 375 Honorary Council Dinner 0 0 0 0 0 Boutique (net) Manual, Cookbook 2,000 0 500 750 750 Ad Pointers 0 0 0 0 0 Grants (Foundations & Government) System Capacity Project Grants 17,844 0 17,844 0 0 Outreach Project Grants 49,607 0 49,607 0 0 ----- ----- ----- ----- ----- 67,451 0 67,451 0 0 Corporate Service/Area Sponsorships (Cash) General Corporate Donations 0 0 0 0 0 Sponsorship of Services/NCF Areas 30,000 0 10,000 10,000 10,000 ----- ----- ----- ----- ----- 30,000 0 10,000 10,000 10,000 Corporate Equipment Sponsorships (In-Kind) Terminal Servers 30,000 0 10,000 10,000 10,000 SPARC Stations Computers 50,000 0 25,000 0 25,000 Modems 0 0 0 0 0 Office Equipment & Furniture 8,000 4,800 3,200 0 0 ----- ----- ----- ----- ----- 88,000 4,800 38,200 10,000 35,000 ====== ====== ====== ====== ====== TOTAL FUNDRAISING for Projects: 210,951 6,575 120,726 27,325 56,325 ====== ====== ====== ====== ====== EXPENSE: System Capacity Project: Terminal Servers ($10,000 each) 30,000 0 10,000 10,000 10,000 Sparc Station Computers $25,000 each)50,000 0 25,000 0 25,000 Modems ($200 each) 38,400 0 12,800 12,800 12,800 Phone Line Installation ($90 each) 17,280 0 5,760 5,760 5,760 Phone Line Charges ($23/month/line) 17,664 0 1,472 5,888 10,304 ----- ----- ----- ----- ----- 153,344 0 55,032 34,448 63,864 Office Equipment Project: Office Furniture 3,200 0 3,200 0 0 Office Computers 4,800 4,800 0 0 0 ----- ----- ----- ----- ----- 8,000 4,800 3,200 0 0 Outreach Project: Co-ordinator 29,167 0 4,167 12,500 12,500 10 on-site Terminals (cmptr+modem) 15,000 0 15,000 0 0 Dedicated Lines (installation) 2,500 0 2,500 0 0 Phone Line Charges ($42/line/month) 2,940 0 420 1,260 1,260 ----- ----- ----- ----- ----- 49,607 0 22,087 13,760 13,760 ====== ====== ====== ====== ====== TOTAL EXPENSE for Projects 210,951 4,800 80,319 48,208 77,624 ====== ====== ====== ====== ====== Surplus (Shortfall) 0 1,775 40,407 -20,883 -21,299 ------------------------------------------------------------------------------ APPENDIX D - DEVELOPMENT COMMITTEE au167 Gordon Pearson, Director of Development aa693 Brett Delmage, Board Liaison Chris Holley, Database Project Mike Mason, SIG Challenge Project Jessica Cohen, Boutique Miranda Gray, Hardware/Software Committee Trevor Wood, Introductory User Manual Andre Oullette, Cookbook Doug Milne, Corporate Sponsorship Jonathan Wouk, FreeNet Connection Sponsorship Stephen Suh, VISA Affinity Card John Wildgust, Communications Michael Zahab, Merchandise Brian Monkman, Database Group & Volunteers Natalie Munro, Volunteers Peter Childs Slawek Chmiel Conti Hewitson Andrew Patrick Julie Chahal Richard Taylor Dave Sutherland Dave Loan Jean Wilmot Ian D. Allen Lisa Donnelly Mike Anderson (and more enlisting all the time) *********************************************************************** Gordon Pearson, Director of Development, National Capital FreeNet Your Choice ==> 8 Summary of the AGM Organizational Meeting of 95/01/25 and subsequent activities: 1. Key issues: - will there be an annual report? - Yes - will there be motions from the floor? It was not clear from the minutes of the last Board meeting and memories of the meeting whether this idea had been rejected or not. A. Patrick said he would ask at the Executive Meeting of 95/01/27. - closing date for nominations for Board elections? 95/02/13 - when does campaigning begin? 95/02/13 2. AGM/Elections Operations Activities: A. AGM Portion - public announcement of AGM: B. Monkman - preparation of required motions: D. Loan had previously volunteered to do this; L. Donnelly will contact him. - preparation of optional motions: R. Taylor volunteered to prepare motions to amend the By-Laws; M. Gray had also expressed interest in this area. - handling motion requests: in general, the procedure has been to contact a board member or an existing committee to bring an issue before the board. - handling proxy votes: Since the existing By-Laws allow proxy voting, we must accept them at this AGM. R. Dickson volunteered to accept proxy votes. At last year's AGM, there were no proxy votes. Given on-line meeting and voting procedures, proxy voting appears unnecessary. R. Taylor will prepare a motion to amend the By-Laws to remove proxy voting. - prepare electronic voting software; enable voting at correct time; operate/maintain voting software; close voting at correct time: I! Allen will handle this similarly to last year. The FreeNet5 computer will be set aside to handle the AGM voting, and nothing else, for the duration of the AGM. - calculate results of voting; verify and announce results: G. Graham and I! Allen. - Annual Report: J.Chahal, L. Donnelly & B. Monkman will solicit reports from all committees and special projects, and will coordinate the production of the Annual Report. Target for completion: 95/02/13. - prepare menu areas and newsgroups: L. Donnelly will ask M. Darwin if he would be willing. M. Darwin subsequently volunteered for this task and has begun to prepare the menus. There was a discussion of how many newsgroups would be needed. There should be at least: general discussion of policies & issues, an all-candidates area for the board member election, discussion of proposed By-Law amendments. B. Election Portion - call for nominations; close of nominations: G. Graham has volunteered to be the returning officer. He will coordinate the call for nomination with B. Monkman (announcement of AGM). Nominations should open ASAP (by 95/01/29?). Nominations will close 95/02/13. After some discussion, it was decided that nominations must be RECEIVED by G. Graham by midnight 95/02/13. - recruit suitable candidates: a committee was organized for this purpose at the last Board meeting. - receive and verify nominations; prepare list of candidates: G. Graham will receive and verify, and will send list of candidates to M. Darwin for the AGM menu. - prepare elections area on-line: M. Darwin It was agreed to have a menu containing a list of candidates. Each candidate would be allowed to fill their own sub-menu with information. If possible, each candidate would be given info-provider status for their own sub-menu. There will be one newsgroup for discussion of issues with all candidates. - organize off-line events: Help Desk will be asked to schedule an item for the Public Meeting of 95/03/07 to introduce candidates to the public and allow them to speak. - handle proxy votes: R. Dickson - prepare electronic ballot software; enable voting at correct time; operate/maintain ballot software; close voting at correct time: I! Allen. - calculate, verify and announce results: G. Graham & I! Allen Raw data will be kept for two weeks in case of challenges. On-Line: A menu and newsgroup has been set up for organizing the AGM. "go agm-com" =-=-=-=-=-=-=-=-=-= Richard P. Taylor Your Choice ==> 9 BY-LAWS OF THE NATIONAL CAPITAL FREENET INCORPORATED Note: This version has been updated to reflect the motion approved at the Feb. 1994 AGM that "all officers, directors, and executive committee members shall be members of the National Capital FreeNet", which was subsequently approved by the Board of Directors on Feb. 22, 1994. CORPORATE SEAL 1. The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the corporation. CONDITIONS OF MEMBERSHIP 2. Membership in the corporation shall be limited to persons interested in furthering the objects of the corporation and shall consist of anyone whose application for admission as a member has received the approval of the board of directors of the corporation. 3. There shall be no membership fees or dues. 4. Any member may withdraw from the corporation by delivering to the corporation a written resignation and lodging a copy of the same with the secretary of the corporation. 5. Any member may be required to resign by a vote of three-quarters (3/4) of the members at an annual meeting. HEAD OFFICE 6. Until changed in accordance with the Act, the Head Office of the corporation shall be at Carleton University in the Regional Municipality of Ottawa-Carleton, Province of Ontario. BOARD OF DIRECTORS 7. The property and business of the corporation shall be managed by a board of a minimum of eight (8) directors to a maximum of fifteen (15) directors of whom a five (5) shall constitute a quorum. Directors must be individuals, 18 years of age, with power under law to contract. Directors must be members. 8. The applicants for incorporation shall become the first directors of the corporation whose term of office on the board of directors shall continue until their successors are elected. At the second meeting of members, the board of directors then elected shall replace the provisional directors named in the Letters Patent of the corporation. 9. The Directors shall be elected for a term of three years. However, to provide for a rotation, one third shall be elected for one year, one third for two years and one third for three years. Thereafter, the term shall be three years. They shall be elected each year by the members at an annual general meeting of members. 10. The office of director shall be automatically vacated: a. if a director has resigned their office by delivering a written resignation to the secretary of the corporation; b. if a director is found by a court to be of unsound mind; c. if a director becomes bankrupt or suspends payment or compounds with his creditors; d. if at a special general meeting of members, a resolution is passed by two-thirds of the members present at the meeting that a director be removed from office; e. on death; provided that if any vacancy shall occur for any reason in this paragraph contained, the board of directors by majority vote, may, by appointment, fill the vacancy. 11. Meetings of the board of directors may be held at any time and place to be determined by the directors provided that 48 hours written notice of such meeting shall be given, other than by mail, to each director. Notice by mail shall be posted electronically at least 14 days prior to the meeting. There shall be at least one (1) meeting per year of the board of directors. No error or omission in giving notice of any meeting of the board of directors or any adjourned meeting of the board of directors of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each director is authorized to exercise one (1) vote. If all the directors of the corporation consent thereto generally or in respect of a particular meeting, a director may participate in a meeting of the board or of a committee of the board by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at the meeting. A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of the directors or committee of directors, is as valid as if it had been passed a meeting of directors or committee of directors. 12. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from a director position as such; provided that a director may be paid reasonable expenses incurred by them in the performance of their duties. Nothing herein contained shall be construed to preclude any director from serving the corporation as an officer or in any other capacity and receiving compensation therefore. 13. Retiring director shall remain in office until the dissolution or adjournment of the meeting at which their retirement is accepted and a successor is elected. 14. The board or directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the board of directors at the time of such appointment. 15. A reasonable remuneration for all officers, agents and employees and committee members may be fixed by the board of directors by resolution. Such resolution shall have force and effect only until the next meeting of members when such resolution shall be confirmed by resolution of the members, or in the absence of such confirmation by the members, then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members. INDEMNITIES TO DIRECTORS AND OTHERS 16. Every director or officer of the corporation or other person who has undertaken or is about to undertake any liability on behalf of the corporation or any company controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the corporation, from and against: a. all costs, charges and expenses which such director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against them, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by them, in or about the execution of the duties of their office or in respect of any such liability; b. all other costs, charges and expenses which they sustain or incur in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own wilful neglect or default. EXECUTIVE COMMITTEE 17. The board of directors may appoint an Executive Committee for such purposes and with all such powers as the board of directors may determine from time to time. Executive Committee members must be members of the National Capital FreeNet. The office of an Executive Committee member shall be automatically terminated: a. if an executive committee member has resigned their office by delivering a written resignation to the secretary of the corporation; b. if an executive committee member is found by a court to be of unsound mind; c. if an executive committee member becomes bankrupt or suspends payment or compounds with his creditors; d. if at a special general meeting of members, a resolution is passed by two-thirds of the members present at the meeting that an executive committee member be removed from office; e. on death; provided that if any vacancy shall occur for any reason in this paragraph contained, the board of directors by majority vote, may, by appointment, fill the vacancy. Meetings of the Executive Committee may be held at any time and place to be determined by the executive committee members provided that 48 hours written notice of such meeting shall be given, other than by mail, to each executive committee member. Notice by mail shall be posted electronically at least 14 days prior to the meeting. There shall be at least one (1) meeting per year of the Executive Committee. No error or omission in giving notice of any meeting of the Executive Committee or any adjourned meeting of the Executive Committee of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any executive committee member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each executive committee member is authorized to exercise one (1) vote. If all the executive committee members of the corporation consent thereto generally or in respect of a particular meeting, an executive committee member may participate in a meeting of the executive committee members by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and an executive committee member participating in such a meeting by such means is deemed to be present at the meeting. A resolution in writing, signed by all the executive committee members entitled to vote on that resolution at a meeting of executive committee members, is as valid as if it had been passed a meeting of the executive committee members. POWERS OF DIRECTORS 18. The directors of the corporation may administer the affairs of the corporation in all things and make or cause to be made for the corporation, in its name, any kind of contract which the corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the corporation is by its charter or otherwise authorized to exercise and do. 19. The directors shall have power to authorize expenditures on behalf of the corporation from time to time and may delegate by resolution to an officer or officers or executive committee of the corporation the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the corporation in accordance with such terms as the board of directors may prescribe. 20. The board of directors shall take such steps as they may deem requisite to enable the corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the corporation. OFFICERS 21. The officers of the corporation shall be a president, first vice-president, second vice president, secretary and treasurer and any such other officers as the board of directors may by by-law determine. Any two offices may be held by the same person. Officers need not be directors, but must be members. 22. Officers shall be appointed by resolution of the board of directors at the first meeting of the board of directors following an annual meeting of members in which the directors are elected. 23. The officers of the corporation shall hold office for two years from the date of appointment or election or until their successors are elected or appointed in their stead. Officers shall be subject to removal by resolution of the board of directors at any time. DUTIES OF OFFICERS 24. The president shall be the chief executive officer of the corporation. The president shall preside at all meetings of the corporation and of the board of directors. The president shall have the general and active management of the affairs of the corporation. The president shall see that all orders and resolutions of the board of directors are carried into effect. 25. The first vice-president and second vice president, consecutively, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties as shall from time to time be imposed upon them by the board of directors. 26. The treasurer shall have the custody of the funds and securities of the corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the corporation in the books belonging to the corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the corporation in such chartered bank or trust company, or, in the case of securities, with such registered dealer in securities as may be designated by the board of directors from time to time. The treasurer shall disburse the funds of the corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meeting of the board of directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the corporation. The treasurer shall also perform such other duties as may from time to time be directed by the board of directors. 27. The secretary may be empowered by the board of directors, upon resolution of the board of directors, to carry out the affairs of the corporation generally under the supervision of the officers thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. The secretary shall give or cause to be given notice of all meetings of the members and of the board of directors, all shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision the secretary shall be. The secretary shall be custodian of the seal of the corporation which they shall deliver only when authorized by a resolution of the board of directors to do so and to such person or persons as may be named in the resolution. 28. The duties of all other officers of the corporation shall be such as the terms of their engagement call for or the board of directors requires of them. EXECUTION OF DOCUMENTS 29. Contracts, documents or any instruments in writing requiring the signature of the corporation, shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon the corporation without any further authorization or formality. The directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the corporation to sign specific contracts, documents and instruments in writing. The directors may give the corporation's power of attorney to any registered dealer in securities for the purposes of the transferring and dealing with any stocks, bonds, and other securities of the corporation. The seal of the corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the board of directors. MEETINGS 30. The annual or any other general meeting of the members shall be held at the head office of the corporation or at any place in Canada as the board of directors may determine and on such day as the said directors shall appoint. The members may resolve that a particular meeting of members be held outside Canada. 31. At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statements and the report of the auditors shall be presented and auditors appointed for the ensuing year. The members may consider and transact any business either special or general at any meeting of the members. The board of directors or the president or either vice-president shall have power to call, at any time, a general meeting of the members of the corporation. The board of directors shall call a special general meeting of members on written requisition of members carrying not less than 5% of the voting rights. Thirty members present in person at a meeting will constitute a quorum. 32. Fourteen (14) days' written notice shall be given, sent or posted electronically to each voting member of any annual or special general meeting of members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken. Notice of each meeting of members may remind the member that he has the right to vote by proxy. Each voting member present at a meeting shall have the right to exercise one vote. A member may, by means of a written proxy, appoint a proxy holder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxy holder must be a member of the corporation. A resolution in writing, signed by all the members entitled to vote on that resolution at a meeting of members, is as valid as if it had been passed at a meeting of the members. 33. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his last address recorded on the books of the corporation. VOTING OF MEMBERS 34. At all meetings of members of the corporation, every question shall be determined by a majority of votes unless otherwise specifically provided by statue or by these by-laws. FINANCIAL YEAR 35. Unless otherwise ordered by the board of directors, the fiscal year-end of the corporation shall be December 31. COMMITTEES 36. The board of directors may appoint committees whose members will hold their offices at the will of the board of directors. The directors shall determine the duties of such committees and may fix any remuneration to be paid. AMENDMENT OF BY-LAWS 37. The by-laws of the corporation not embodied in the letters patent may be repealed or amended by a by-law enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained. AUDITORS 38. The members shall, at each annual meeting, appoint an auditor to audit the accounts of the corporation for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the board of directors. BOOKS AND RECORDS 39. The directors shall see that all necessary books and records of the corporation required by the by-laws of the corporation or by any applicable statute or law are regularly and properly kept. RULES AND REGULATION 40. The board of directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect. INTERPRETATION 41. In these by-laws and in all other by-laws of the corporation hereafter passed unless the context otherwise requires, words, importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations. Your Choice ==> 10 Proposed By-Law Amendments The following By-Law amendments are proposed: A) Moved that the present By-Law 2 be replaced with the following words: "Membership in the corporation shall be limited to persons interested in furthering the objects of the corporation, and who have completed a registration as a user of the National Capital FreeNet, who have signed a User Agreement, and who have been approved to use an assigned unique user account identification." Moved by Richard Taylor, seconded by Al Seaman B) Moved that the second last sentence of By-Law 7 be changed to read: "Directors must be individuals, 18 years of age or older, with power under law to contract." The existing By-Law reads "...18 years of age..." implying that only 18 year-olds may be directors. Moved by Richard Taylor, seconded by Rosaleen Dickson. C) Bylaw #10, under the heading of BOARD OF DIRECTORS reads: 10. The office of director shall be automatically vacated: a. if a director has resigned their office by delivering a written resignation to the secretary of the corporation; b. if a director is found by a court to be of unsound mind; c. if a director becomes bankrupt or suspends payment or compounds with his creditors; d. if at a special general meeting of members, a resolution is passed by two-thirds of the members present at the meeting that a director be removed from office; e. on death; provided that if any vacancy shall occur for any reason in this paragraph contained, the board of directors by majority vote, may, by appointment, fill the vacancy. Moved that we add the following: f. if a director fails to attend three consecutive meetings of the Board; Moved by Julie Chahal, seconded by Andrew Patrick Richard Taylor expressed concern about a couple of technicalities: 1) In By-Law 11, we allow board members to attend meetings electronically. We have sometimes given this newsgroup the status of a board meeting by conducting votes here. This should be made explicit in this By-Law, perhaps by adding a time period of non-attendance. 2) The By-Laws do not prescribe a meeting frequency (nor should they). Sometimes we have to be flexible in when we hold our meetings. It is conceivable that in an emergency situation, three consecutive meetings of the Board could take place in a very short time period when one or more board members are unavailable to attend. This should not be grounds for dismissal. and proposed the following alternate wording: f) if a director fails to attend meetings of the board of directors, either in person or by other accepted communications facilities, for a period of three consecutive months; Moved by Richard Taylor, seconded by Julie Chahal MEETINGS D) Moved that By-Law #30 be changed to read: 30. The annual or any other general meeting of the members shall be held on-line on the National Capital FreeNet system over a two week period on dates chosen by the directors. On-line general meetings shall include at least one unmoderated newsgroup for public discussion of issues. Moved by Richard Taylor, seconded by Rosaleen Dickson E) Moved that By-Law 31 be changed to revise the quorum requirements. The last sentence of By-Law 31 should be changed to read: "Five percent (5%) of the current membership will constitute a quorum. Their presence at an on-line meeting shall be determined by the casting of a vote in one or more of the elections or other votes taken at the meeting." Moved by Richard Taylor, seconded by Rosaleen Dickson F) Moved that By-Law 32 be changed to remove proxy voting, and the explicit mention of resolutions in writing, since both are unnecessary with on-line meetings. The revised By-Law should read: 32. Fourteen (14) days' written notice of any annual or special general meeting of members shall be posted electronically in a prominent place on the National Capital FreeNet system. For any meeting where special business will be transacted, the notice of meeting shall identify an on-line menu area containing sufficient information to permit members to form a reasoned judgement on the decision to be taken. Each member shall have the right to exercise one vote at an on-line meeting. Voting eligibility shall be determined by account number and password. Note: this revision depends to some extent on the revision to By-Law 30 previously posted. Moved by Richard Taylor, seconded by Rosaleen Dickson G) Moved that another paragraph be added to By-Law 32 as follows: "Members wishing to have special business transacted at a general meeting shall present the business and supporting information to the board of directors so that it may be posted in the on-line menu area used for the meeting. Special business includes: a) motions requiring the resignation of a member (ref. By-Law 5, requires 3/4 of votes) b) motions requiring the resignation of a director (ref. By-Law 10d, requires 2/3 of votes) c) motions requiring the resignation of a member of the executive (ref. By-Law 17d, requires 2/3 of votes) d) amendment of By-Laws (ref. By-Law 37, requires majority of directors and 2/3 of votes) e) motions recommending rules and regulations to the board of directors (ref. By-Laws 34 & 40, requires majority of votes) Moved by Richard Taylor, seconded by Rosaleen Dickson =-=-=-=-=-=-=-=-=-=-= Summary prepared by: Richard P. Taylor Your Choice ==> 11 Creation of a Board Planning Committee -------------------------------------- It is standard for many non-profit Boards to have several standing committees. The most typical of these are Planning, Nominating/Board Review, Development and Finance. Given NCF's continued growth, both in size and in organizational development, and the challenge of completing realistic goals and objectives for 1995, now is a wise time to strike a formal planning committee. The results of a concentrated planning effort are more effective growth, funding and user services, in addition to better use of human and financial resources. The following information includes a description of a planning committee, suggestions on voting in the appropriate members to such a group and a recommended method of sharing findings with the rest of the Board, as well as staff and members. The Planning Committee - Standard Definition -------------------------------------------- -Develops and updates the current priorities and multi-year long range plans of the organization and shares recommendations with the Board, staff and members. Ideally, this group meets often throughout the last quarter of a year and into the first quater of a new year. For NCF, we will require frequent meetings in January and February. Updates to the Board via the moderated and unmoderated Board discussion area should be made after each meeting. Major issues should be brought forward to the Board meetings. If necessary, the planning committee should call a meeting of the Board to assist in consensus building on any grand strategies that may develop. Note: According to our Bylaws, it is not necessary that all members of a Board standing committee be Board members. Typically, this type of committee membership contains an outside individual with appropriate skills sets and knowledge. It is also normal to have one or more members of the staff participate as needed. Suggestion for creation of a Board Planning committee ----------------------------------------------------- 1. Ideal Candidates will be those with two or more of the listed skills: Hardware and software expertise Knowledge of the national movement of information/communication technologies Business and strategy expertise Financial and/or fundraising expertise **Enough time to meet regularly and communicate with the Board and membership on the results of the committee interaction. 2. Via Board vote on 20 December, elect 3 Board members for the committee. 3. Have all interested in participating raise their hand and a list will be compiled. Each Board member will vote on three Board candidates. Someone will count votes and those nominated by majority will comprise the planning committee. The first meeting date is to be announced by Thursday the 22 December via on-line postings. 4. The planning committee should chose an outside participant based on the skills and knowledge required to round out the elected group. ------- Submitted by: Lisa K. Donnelly, am412@freenet.carleton.ca Executive Director Your Choice ==> 12 National Capital FreeNet - Volunteer Coordination Strategy for 1995 ------------------------------------------------------------------- Submitted for Board Approval: 6 February 1995 by: Lisa Donnelly, Executive Director (am412) Brian Monkman, Volunteer Coordinator (af088) Preamble: -------- Last year at this time Andrew Patrick, Kyla Huckerby , Lisa Donnelly and Brian Monkman submitted NCF's first Volunteer Coordinating Strategy. The goal was to have a professionally run volunteer operation which successfully matched volunteer skills with NCF needs. We have made a great deal of progress in one year. NCF went from no plan at all to a coordinated volunteer effort that has gained the attention of many other FreeNets. We installed an on-line registration process and corresponding menus for volunteers and have seen a wide array of tasks accomplished by our "non-salaried" workers. During the late summer and early fall of 1994, as my role at NCF became increasingly demanding, the area did not always get the time required to make full use of the volunteer potential at NCF. Volunteer Coordination could easily be a full-time position here. It is definitely more than one volunteer volunteer-coordinator can handle and the placement of Natalie Munroe in December has already made a noticible difference in this arena. Now, one year and approximately 19,000 members later, we have over 150 volunteers in our database and up to 50 volunteers active at any given time. Our continued growth and professionalism makes it necessary to reassess and revitalize our commitment to utilizing, and appreciating, the NCF volunteers. After talking with many of the volunteers, Chairs and project leaders, we have written a proposal for updating the Volunteer Strategy for 1995. This will be the first step in a two to three month process of refining the Volunteer Coordination process. Brian, Natalie and I will be holding regular meetings in order to improve upon the system details and effectiveness. Principles: ----------- - Organize for action - Promote activities which are a high priority for the organization - Allow for flexibility: Projects may form and finish from existing groups. - Empower the volunteers and promote responsibility - Coordination and communication among activities and leaders: leaders should all be corresponding and meeting on a semi-regular basis - Promote involvement by the Board by encouraging Board members to act as a liaison to one or more committees, task forces or projects Goals: ------ - The fundraising function will be a primary focus for volunteer activity for 1995 - Improve the volunteer registration and response process - Have task descriptions, active recruitment, informal interviews and training - Have specific reporting methods for gaining approval and completing the task assigned - Provide volunteers with a sense of motivation, satisfaction and a feeling of belonging to the organization 1. Definitions: Committees, Task Forces, Projects and Individual Assigments Committee: Involved in policy related work, has one or more Board members sitting on it and reports directly to the Board. Requires Board approval to be formed and for appointments to the position of Chair. Day to day guidance may be provided by the Executive Director as required. Task Force:Involved in operational related work and is a flexible group of people who meet to manage specific on-going activities which support the organization. These groups will report to the ED who will provide the Board with regular updates on progress and activities. Leaders can be appointed by the staff or volunteer coordinators with formal approval required by the ED. The Board should be notified of new of terminated task forces and as well as the assignment of volunteers to leadership positions. Project: An activity which has a set and limited duration of time. The guidelines will be the same as for Task Forces with the exception that some projects may be related to committee or task force activity and therefore will report to the leaders thereof. Individual Assignments: There will also be instances of some volunteers being given a specific title and on-going responsibility which they will carry-out as an individual or pair. Guidance and reporting will come from the staff and Board persons best suited for support. The ED and volunteer coordinators will be responsible for placing such volunteers and gaining support with specific Board liaisons as required. 2. Recommended Volunteer Structure for 1995 Committees: Board Planning Committee Hardware/Software Committee Fundraising Committee Francophone Committee Task Forces: Information Provider Tasks Force Public Access Task Force Help Desk Task Force Documentation Task Force System Design Task Force Speakers Coordination Task Force Office Administration Task Force Projects: Donations Database Project Specific Fundraising Projects Specific Speakers/Conference Projects Individual Assignments: Volunteer Coordinators Menu Administrators 3. Descriptions and Current Status of Volunteer Activities: ----------------------------------------------------------- The Board Planning Committee - To be formed after the Board Elections ---------------------------- A standard Standing Committee for most Boards. Develops and updates the current and multi-year long range plans of the organization and shares recommendations with the Board, staff and members. (See posted Terms of Reference for greater detail) Hardware/Software Committee --------------------------- Andrew Patrick (aa118), vice-president This group handles a wide array of technical planning and projects for NCF. It has been agreed upon that the software projects being handled by this group should focus primarily on fundraising needs. *Board Approval is requested for appointing Miranda Gray (ak717) as Chair. Fundraising Committee --------------------- Gordon Pearson (au167), Development & Brett Delmage (aa693), Board Member This is a core group which works on fundraising strategy and exploring new ideas for gaining donations. Francophone Committee --------------------- Charles Trahan (aj279), Chair & Marc Labelle (ac078), Board member Develops and supports all French language concerns for Libertel and interfaces with NCF. Information Providers Task Force -------------------------------- Lisa Donnelly (am412), Executive Director, Al Seaman (aa331), Board Secretary and Menu Administrator This group is handling the overhaul of the on-line Information Providers forum, designing group training courses in MMS for new Information Providers, and training and providing volunteer consultants to organizations without any computer experience. Public Access Task Force ------------------------ In conjuction with a decision by Chris Bradshaw (aa122) and Julie Chahal (ab161), we are recommending that public access issues be focused on maintenance and support of existing terminals, Public Access terminal (PAT) installation logistics, maintenance of the Public Access list and on-line forum, and exploring ways to promote user education via our PATs. *We will be requiring a new leader for this position as Chris Bradshaw is stepping down after performing as Chair of the Public Access Strategies Committee for the last year. Help Desk Task Force -------------------- Matthew Darwin (aa673), Chair Al Seaman (aa331), Board Secretary and Menu Administrator Answers all questions asked in the help desk or forwards the questions to the appropriate individuals or locations. Keeps the help files current. Produces other versions of help documents found on the help desk. Assists in user education. Develops tools to help diagnose problems. *We will be requiring a new leader for this position as Matthew Darwin would like to ease out of his role as Chair of the Help Desk Committee and pursue a different volunteer responsibility. Documentation Task Force ------------------------ Al Seaman (aa331), Board Secretary and Menu Administrator Documentation and fixing errors in the help files. Also documents new software: elm, trn, pine, & MMS. *We will be requiring a new leader for this position as Heather McFadyen is stepping down as leader after finding full-time employment. System Design Task Force (currently doing the Menu Design Project) ------------------------ Develops recommendations to Administrators and/or Board on the design of the systems and programs members may use to access NCF. May involve issues such as: menu design, menu style, and ease of use. Speakers Coordination Task Force -------------------------------- We need a team of volunteers to respond to, and coordinated, the many requests for Speakers. Providing demonstrations to the community via Board members, staff or volunteers is an excellent form of outreach that requires volunteer assistance. Office Administration Task Force -------------------------------- Michael Anderson (bc574), Administrative Coordinator Handles a wide array of administrative and help-line tasks including: Processing registrations, answering the Help-line, preparing mail and changing members' passwords upon request. Donation Database Project -------------------------- Chris Hawley (ah654) Development of a Donations database that will allow all donation information to be in one place and donations reports and renewal letters to be effectively produced. The project has a specific timeline and goal for the next two months. Specific Fundraising Projects ---------------------------- A flexible group which would be formed as needed and overseen by the Fundraising Committee. Specific Speaker/Conference Projects ----------------------------------- A flexible group which would be formed as needed and work with the on-going Speakers Coordination Task Force. Volunteer Coordinating (Individual Assignments) ---------------------- Brian Monkman (af088) & Natalie Munroe (aa966), Volunteer Coordinators Lisa Donnelly (am412), Executive Director Oversees the development of the on and off-line placement and management of volunteers. Menu Administrator (Individual Assignments) ------------------ Al Seaman (xx331) Creating, modifing and maintaining new menus for Information Providers and others. Assist in setting and maintaining Menu Style standards and creating and removing newsgroups as required. ------------- Lisa K. Donnelly, am412@freenet.carleton.ca Executive Director Your Choice ==> 13 DEVELOPING A POLICY ON TELNET SERVICES The following item is being tabled for clarification and brief discussion. I do not wish to raise any motions at this time. Very few Board members have participated in the online discussion about this topic and I believe that we need to think about this and related issues carefully. We should also wait until we have some financial planning data to work with. Two documents are provided: a brief description of the the issue and possible options, and a long discussion paper providing the relevant background. BRIEF DESCRIPTION - the NCF has chosen to not be a general Internet provider. Maybe it should be, but the current and past positions of the Board has been that this is not an objective for the NCF. - so, the NCF has intended to only offer limited Internet services. This means no FTP, no binary file transfers, no International IRC, etc. - however, because of the telnet links in the Gopher and WWW services, and because people can telnet to other systems that do offer these Internet services, we are in fact acting as a general Internet provider. Moreover, we are not a very efficient one since many things (such as FTP) are done second-hand through remote telnet links and these would be much more effective if they were done locally. - thus, our actual situation, virtually unlimited Internet services, is not consistent with our statements of "we only have limited Internet services". - possible options: - limit the telnet service so it is consistent with objective of limited Internet services - Let's define something called "specialized telnet destinations" as those destinations that offer a single specific service, such as a MUD or a MOO or a library catalog or a weather service. If these services are consitent with what the NCF is trying to do, then they need not be affected. So, MUDs and MOOs and library services could remain. The only specialized service that might be removed would be those that specifically offer a service the NCF has chosen not to support, such as anonymous International IRC services. - contrast this with something called "generalized telnet destinations", which are those destinations that offer general services which often included those Internet services we have decided not to support. This includes some of the other FreeNet systems, and the commerical Internet login hosts. To be consistent with our objective of limited Internet services, these destinations would have to be eliminated or restricted to "guest" access where the Internet services are not available. - the other option is to admit that we are acting as a general Internet provider and start acting like one. This means installing FTP, IRC, etc. on our local machines where they run efficiently. The issues here become: - is this what the FreeNet is here to do? - can we afford the systems and network and modems and operators that would be necessary if all these services were turned on? The root issue is that we can't be saying one thing while doing another. The NCF must decide what it is, and what it is not. It then must put into place the mechanisms to support this decision. It is not a question of control, it is a question of mission and focus to make the best use of our limited resources. DISCUSSION PAPER Developing a Policy on Telnet Services: A Discussion Paper prepared for The National Capital FreeNet Board of Directors by The National Capital FreeNet Hardware/Software Committee Acting Chair: Andrew Patrick (aa118) Version: 1.2 -- 11/11/94 Preamble -------- This paper describes an issue that needs to be discussed by the Board. It involves using our recent discussions of our mission and goals to make a major policy decision about the external services that we support, and do not support. Introduction ------------ There is a history on the NCF of only offering limited Internet services to our members, and only services that are consistent with our goals and objectives. For example, we have taken steps to limit Gopher transfers to non-binary files, we provide local-only IRC service, and we do not provide FTP services. The reasons for this are both economic and philosophical. We do not have the resources to spend on the Internet connections, computer horse-power, disk space, and modem lines that would be needed to provide these services on a large scale. In an ideal world with lots of funding, it might be possible to offer these services. With limited funds, however, it is not possible to provide all the Internet services that are possible. Also, it was never the purpose of the FreeNet to be a general-purpose Internet provider. Instead, the philosophy was one of local community information sharing, and members seeking complete Internet services are encouraged to sign-up with one of many local Internet providers. The FreeNet was intended to build a useful electronic resource for the community. That might involve some Internet services directly related to our mandate, but an on-ramp to the Internet was never the intended goal. The Telnet Service ------------------ This policy of limited Internet services has also been applied to the "telnet" service that allows users to connect to other machines on the Internet. We do not provide a general telnet "prompt" service, but instead list a few sites in our menus (e.g., other FreeNet systems, a few MUD-type games and services). Again, people seeking a more general service are directed to an organization that is dedicated to providing Internet services. Telnet and Gopher ----------------- The Gopher service provides menus to many files and resources on the Internet. It also provides menus for telnet connections to many, many sites on the net. There are even a number of Gopher menus that allow users to specify any host to telnet to. The result is that although we are limiting the number and type of telnet connections in our menus, we are not limiting them via Gopher. Further, as the Gopher "space" has grown throughout the Internet, the number of different telnet links reachable by our members has grown tremendously. One analysis of our system logs showed that our members have connected to over 3400 different hosts in the last 18 months or so. Moreover, as we install the even-more-popular WWW service (and the Lynx browser), the number of telnet destinations reachable from our system will grow significantly once again. Since the Gopher and WWW spaces are so large and diverse now, there is a very wide range of "types" of telnet connections possible, from the routine to the potentially dangerous. The result is that that our telnet connections are not restricted in any meaningful sense. It is not just a Gopher problem, as some of the sites we provide telnet links to via our menus, such as other FreeNets, provide the services and launch points that we have chosen not to provide here. It is well known that user can get FTP services by going to one FreeNet, and IRC services by going to another, for example. The Implications of Unrestricted Telnet --------------------------------------- Why are unrestricted telnet connections a problem? Again, it goes back to issues of economics and philosophy. Users doing telnet connections consume system resources, network bandwidth, and they occupy expensive modem lines. Further, it is not the philosophy or mission of the FreeNet to provide a general Internet service where users can connect to practically any site in the world. As a result of our unrestricted telnet destinations, users of our system are able to access most of the Internet services that we have decided not to provide (for reasons of costs or philosophy). There are telnet connections reachable from our system that provide: general telnet prompts, unrestricted international IRC ("chatting"), full FTP file transfers, unrestricted newsgroups, etc. A list of the 20 most frequent telnet destinations can be seen in the Table (at end). It is clear that IRC clients, MUDs, and similar systems are very common destinations. By failing to restrict telnet we have failed to implement fully our policies and procedures. There are also security issues associated with this situation. We have had a few cases where users have used the unrestricted telnet connections on the NCF to launch attacks on other systems on the Internet. Using telnet-type links in the Gopher space, they are able to connect to other systems (sometimes using special network "ports") that may be vulnerable to break-ins and/or misuse. (We have even seen a case where someone used a Gopher telnet menu to attempt to break-in to our systems!) They may do this to damage the systems, harass the users or operators, forge message traffic, etc. When the attacks are discovered, we are called upon to investigate the users' behaviour and take actions. If we fail to act, all connections from our systems may be refused by that site or service (this has occurred). We have also had cases where users telnet into the NCF for the purpose of disguising their location when they launch attacks on other systems on the net. There are also many commercial "BBS" and "login" hosts on the Internet that provide general net services not available on our system (e.g., eskimo.com). These systems charge a fee for services such as: a UNIX prompt, unrestricted IRC, binary file transfers, etc. They are able to do this at reduced rates because they do not have to cover the costs of the dial-in lines the users are using. Providing access to such systems through our dialup lines is probable not consistent with our mission and practices. Options ------- It would seem that properly restricting our outgoing telnet connections would be consistent with NCF policies and practices, and be true to the mission and philosophy of this project. There are a number of options we should consider when considering our telnet services: 1) We could attempt to limit telnet to those sites that seem to be within our mandate, such as libraries and other FreeNet systems. We would develop a list of "acceptable" hosts and service ports, and attempts to connect to any systems not on the list would be refused. The major problem with this is if our users can register and get accounts on these foreign systems, they can use that system to make telnet links via Gopher and WWW. So, we are just moving the interface one layer away from us and not addressing the problem. 2) We could restrict all but a few outgoing telnet links, and only allow connections to sites where we specify the host, port, and login account. (Specifying the login for all the connections may require some technical work.) We could use this to allow users to continue to connect to some libraries and MUDs that we want to support. We could also provide access to other FreeNet systems, but only as "guest" users. Guest access and the fact that many information sites offer their data via traditional Gopher or WWW files, would mean that very little information would lost with this option. One thing that our users would loose is access to local newsgroups on other systems that, like the NCF, do not distribute their news outside of their system. 3) We could develop a "cost system" for telnet connections so that users who make telnet connections somehow incur a cost for that connection. So, users might get reduced time limits if they are using the telnet services. Another possibility is a credit system where credits are used during telnet connections, and when a user's credits are gone the connections are disabled for some period (e.g., 5 hours of external connection per week). This option could be combined with Options 1 and 2 above. This option does not address the policy issue of whether these kinds of external connections are part of the NCF goals and objectives, and it would not address the security issues without some other restrictions placed on the connection destinations. 4) We could restrict our telnet service to users who access our systems via the modem pool and dedicated connections. If a user has reached our system via a telnet connection, it may be a bad use of resources to allow them to then connect to another system from ours. This option could be combined with one or more of the other options. Impact if Telnet Restrictions Implemented ----------------------------------------- Implementing any restrictions on telnet connections may be rather controversial. Connecting to other systems on the net is a very popular activity on the NCF, and users have found very interesting paths to many services that we do not provide. There is a very vocal community that feels that the NCF should provide all Internet services for free, and they have been using the telnet connections to get many of the services we do not offer locally. Placing restrictions on the telnet links is likely to anger this group, and education about our mission and philosophy is going to be an important task if this is done. Table Top 20 Telnet Destinations for the Period Oct 17 - 24 1994 Total Connects: 26280 1. mud.eskimo.com 4000 -- 2925 Moosehead SLED MUD 2. tiger.itc.univie.ac.at 6668 -- 1353 Anonymous IRC client 3. kanga.INS.CWRU.Edu 23 -- 1264 Cleveland FreeNet? 4. schoolnet.carleton.ca 7777 -- 1102 SchoolNet MOO 5. freenet.toronto.on.ca 23 -- 813 Toronto Freenet 6. thrash.isca.uiowa.edu 4444 -- 793 Armageddon MUD? 7. THRASH.ISCA.UIOWA.EDU 4444 -- 622 " 8. dogbert.ugcs.caltech.edu 1536 -- 587 MadROM MUD 9. neuromancer.hacks.arizona.edu 6060 -- 586 Hotel California MUD? 10. ottlib.carleton.ca 23 -- 530 Ottawa Library 11. freenet.carleton.ca 23 -- 526 Us 12. freeport.uwasa.fi 23 -- 507 Finland FreeNet 13. dallet.channel1.com 1234 -- 467 Channel 1 MUD 14. freenet3.scri.fsu.edu 23 -- 461 Tallahassee Free-Net 15. freenet.hut.fi 23 -- 412 Finland Freenet 16. ugsparc11.eecg.utoronto.ca 9000 -- 376 Stick in the MUD 17. 131.188.192.11 23 -- 354 Erlangen FreeNet 18. freenet3.carleton.ca 23 -- 349 Us 19. freenet.victoria.bc.ca 23 -- 343 Victoria FreeNet 20. farside.atinc.com 3000 -- 313 Farside MUD ---------- Submitted by: Andrew Patrick (aa118@FreeNet.Carleton.CA) Vice-President - National Capital FreeNet Your Choice ==> 14 Internet Service Policy & Equitable Access Jan 27 1995 This document was prepared by Andrew Patrick (aa118), with assistance and input from Lisa Donelly (am412), Brian Monkman (af088), Miranda Gray (ak717), Gordon Pearson (au167), and Ian Allen (aa610). Preamble: Two key aspects of the National Capital FreeNet project are: - providing local community access to a computer communications system - building a community resource for the sharing of information and ideas. With the current demands on the FreeNet computers and phone lines, we are having trouble providing effective access and our goal of being a valuable resource for the community is being threatened. A reevaluation of our policies may allow us to enhance our services and provide even better access than we have in the past. Recently there has been a lot of discussion about how much the FreeNet should focus on local information versus global Internet services. It is important to recognize that services like telnet, Gopher, and WWW provide valuable and important information that is often just as useful to the community as that provided by local organizations. Many information providers on the FreeNet, for example, now include pointers to related information available on the Internet. In operating the NCF we have gone to special efforts to limit the Internet services that we provide. The restrictions we are placing go against the global trend in computer networks, and it is not surprising that our members have found many ways to get around the restrictions. Instead of enforcing the restrictions we have attempted so far and imposing new ones, it may be time to recognize that the NCF is part of a much larger whole, and that Internet services are an important part of this community project. One of the main reasons for restricting Internet services has been the cost. Internet connections are expensive and Internet services can produce high demands on computer systems. However, we may not be able to raise enough money to maintain the services we have now if we do not keep up with the times and offer the services that are now possible and popular. Also, by offering complete and valuable services we may be better able to achieve the central goals of the project, especially if we can raise a lot more money. Perhaps it is time to change from a restrictive policy on Internet services to a member-sustained model. Perhaps we should offer whatever Internet services our members will support. If these services are important to our members, they will support them and we can grow. If the members do not support the services, we will not provide anything more than what we do now, and we may not be able to sustain that for long. What follows are motions that will move us from a restrictive Internet service policy to an open, equitable, and sustainable plan for using the network resources. Motion 1: Internet Network Services Background: The National Capital FreeNet should recognize that Internet services, such as telnet, IRC, and FTP, are an important part of this community project. As a result, the NCF should provide network services in an "open", "equitable", "sustainable", and "enhancing" fashion. The network services will be "open" in the sense that there will be no arbitrary restrictions on the services. This means binary file transfers, unrestricted telnet, 24-hour international IRC, etc. may be provided. The only restrictions will be the financial, operational, and technical ones created when running a large system with limited resources. The network services will be "equitable" because the NCF will take measures to ensure that all of its services are available to a maximum number of people. This may involve placing limits on the number or duration of connections (e.g., a 2 hour per day connection time limit). It may also involve placing limits necessary as a result of limited computer resources (e.g., restricted services during periods of high system load or to a small number of simultaneous users, or providing each member with small disk allocations). The network services will be "sustainable" because services will be added and maintained only if they are supported by the members and the community. The Fundraising and Hardware/Software committees will determine the resources needed to support network services, and the success of fundraising campaigns and volunteer recruiting efforts will determine the resources that are available. The network services can be used to "enhance" the key components of the service: local access and community information sharing. The addition of new services will be useful to support the project as a whole. For example, it might be determined that 24-hour international IRC services could be supported on 10 modems at a time if 20 additional modems were installed and network capacity was increased by twice the amount used by the new service. This would allow us to introduce a new service, and provide support for the project as a whole. More Internet services on the NCF may also benefit the local commercial Internet providers. The services that we offer will demonstrate the power and utility of the worldwide Internet, and may increase the demand for the fast, dedicated, most up-to-date services these providers offer. Motion: THAT The National Capital FreeNet approves in principle the offering of Internet services where financial and technical resources allow, while maintaining and enhancing our local access and information sharing components. The Hardware/Software and Fundraising Committees are tasked with developing implementation principles and priorities, and fundraising targets, for approval by the Board at a later date. Motion 2: Daily Time Limit Background: In order to provide better access for a maximum number of members, the National Capital FreeNet should implement a time limit on the duration of connect time in a fixed period. A recent analysis of the daily login patterns (a graph is available) shows that most of the members login for under 1 hour per day (the actual average is 50 minutes). However, there is a small group of members who do spend a long time on the system, and this may not be the most equitable use of our resources. In a recent 50-day period, over 35,000 hours of login time was due to members connecting for more than 2 hours per day. If a two-hour daily time limit were in place there would be a savings equivalent to 30 more simultaneous connections available 24 hours per day. (If we look just at the dial-in connections, the equivalent of 22 modem connections could be saved with the same time limit.) At the same time, such a time limit would only affect 19% of the nearly 20,000 members who used the system during the study period. Motion: THAT the National Capital FreeNet will implement a two hour per day time limit on all logins to the system. The allotted time can be distributed in any number of logins during the day, and the current one hour session limit will remain. These time limits will not apply to operational staff and key volunteers, as determined by the Executive Director. The limit can be reviewed and adjusted (up or down) periodically as the Board of Directors wishes. Motion 3: Express Modem Service Background: The same analysis of login data showed that the most frequent pattern was very brief logins each day, from 0-10 minutes. This suggests a large demand for quick access to the system. To provide better access for a maximum number of members, the National Capital FreeNet should implement an "express" modem service. This will be a collection of modems which will have a shorter time limit, and 10 minutes seems to be a good number. There is currently terminal server capacity for 9 new modem connections, so creating 9 express lines would be a good test of this service. There will be no additional cost from Bell for creating a new hunt group for the new modem pool, and the modems have already been purchased. These 9 lines can be moved to one of the main pools for a service charge (about $60/line) if the trial is not successful. Motion: THAT the National Capital FreeNet will implement an "express" modem service. Initially, this will involve 9 high-speed modems and a connection time limit of 10 minutes per session. The success of this service can be reviewed periodically by the Board of Directors. Motion 4: Identification For Registration Background: One risk in imposing limits for individual members is that some may attempt to get multiple accounts to avoid the limits. One way to avoid this is to require proper identification at the time of registration. We have already encountered situations where we were concerned about properly identifying individuals, and requiring identification would be a good procedure to follow in any case. Motion: THAT the National Capital FreeNet will require a written form of identification to be provided during the registration process. The identification must contain the applicant's name and address. This identification may be a personal cheque that contains the necessary information, or other forms deemed acceptable by the office staff and volunteers, under the supervision of the Executive Director. -- Andrew Patrick (aa118) Vice-President, National Capital FreeNet Your Choice ==> 15 Menu choice 15 is not between 1 and 14; please try again.Your Choice ==>