MINUTES OF THE NATIONAL CAPITAL FREENET BOARD MEETING 16 April 1996 held in the Honeywell Room, RMOC Headquarters The following Board members were in attendance: Julie Chahal, 2nd Vice President, ab161 Jessica Cohen, aa724 Brett Delmage, aa693 Nadia Diakun-Thibault, ab341 Rosaleen Dickson, ac174 Yvonne Dionne, ao594 Jim Elder, aa456 Chris Hawley, ah654 Rebecca Last, as006 Natalie Munro, aa966 Andrew Patrick, 1st Vice President, aa118 Dave Sutherland, President, aa001 (Chair) Jeff Bossert au025 Absent: Richard Taylor, Secretary, aa333 NCF Staff Present: Lisa Donnelly, Executive Director, am412 Sheila C. Alder, Administrative Coordinator, bw306 Gordon Pearson, Director of Development, au167 Rick Glatt av396 (Minute taker). David Sutherland called the meeting to order at 7:00 p.m. 1. INTRODUCTIONS 2. APPROVAL OF MINUTES OF 19 MARCH 1996 MEETING The Board was concerned with the "Committee of the Whole Discussions" appended to the draft minutes. It was felt this partial transcript did not accurately reflect the discussion or the opinions of the members. A motion was tabled to accept the body of the minutes excluding the appended discussions of the committee of the whole. The motion passed. VOTE: FOR: Nadia Diakun-Thibault, ab341 Rosaleen Dickson, ac174 Brett Delmage, aa693 Rebecca Last, as006 Natalie Munro, aa966 Yvonne Dionne, ao594 Julie Chahal, ab161 Jim Elder, aa456 Jeff Bossert, au025 ABSTAIN: Dave Sutherland, aa001 Chris Hawley, ah654 ABSENT: Richard Taylor, aa333 Jessica Cohen, aa724 Andrew Patrick, aa118 3. REVIEW OF THE AGENDA The sheduled debate on Policy on Binaries was deleted from the agenda. The distribution of the NCF Board manuals was deleted from the agenda. The following items were added: . Discussion on filling the Director's position left vacant by the resignation of Scott Catterill . Discussion regarding the suspension of [name removed]'s account . Information item concerning Information Rights Week 4. Information Rights Week: Rebecca Last informed the Board that the third annual Information Rights Week will be held from April 28 -May 4, 1996. The purpose of Information Rights Week is to provide a public forum to focus on Access to Information issues. The following motion was tabled by Rebecca Last and seconded by Julie Chahal: "It is proposed that the NCF pass a resolution endorsing Information Rights Week (IRW) and the principles it stands for, and that NCF have an IRW menu option with a pointer to the IRW Web site." The motion passed unanimously. 5. Suspension of Account - [name removed]: Brian Monkman, Chair of the Complaints Committee provided the Board with a brief overview of the events leading up to the decision taken by the Committee to suspend the account of [name removed] for a period of three months. [name removed] has advised the Board of his intent to formally appeal the decision. The following motion was tabled by Andrew Patrick and seconded by Nadia Diakun-Thibault: "That the NCF Board of Directors confirms the actions of the Complaints Committee regarding [name removed]. The Board Chair will coordinate any appeal of this action to the Board." The motion passed. VOTE: FOR: Dave Sutherland, aa001 Nadia Diakun-Thibault, ab341 Rosaleen Dickson, ac174 Brett Delmage, aa693 Rebecca Last, as006 Natalie Munro, aa966 Yvonne Dionne, ao594 Julie Chahal, ab161 Chris Hawley, ah654 Jeff Bossert, au025 Andrew Patrick, aa118 Jessica Cohen, aa724 ABSTAIN: Jim Elder, aa456 ABSENT: Richard Taylor, aa333 6. Old Business: Policy on Volunteering: Lisa Donnelly requested any comments on the draft Policy on Volunteering. There was some concern with the wording "for whatever reason" in the following sentence: "Volunteers agree that at any time, for whatever reason, the NCF may decide to terminate the volunteer's relationship with the NCF." The Board agreed that the Policy should be modified to have the words "for whatever reason" deleted. Moved by Chris Hawley, seconded by Brett Delmage: "That the Policy on Volunteering be approved as modified." The motion passed unanimously. 7. NCF Committee Mandate and Membership Review: Lisa Donnelly prepared a paper on the topic of Committee overview and recommendations as well as committee mandates and membership lists for the review of the Board. It was agreed to look at each of the seven NCF committees in turn, with the goals of: . updating board members . determining whether the current structure still works or whether review is required . seeking new Board member volunteers All agreed to defer any major restructuring until after Board members had an opportunity to attend the Volunteer Leadership Development Program session on May 29, 1996. Complaints Resolution Committee: The points raised included: this committee needed a more defined mandate, more members to deal with the overwhelming volume. More statistics on the numbers and the nature of complaints should be provided regularly to the Board. Nadia Diakun-Thibault volunteered to sit on this Committee. Annual General Meeting Committee: Lisa Donnelly recommended that this Committee would function better as a Task Force than it currently does as an ad-hoc Committee. After some discussion, the following motion was moved by Julie Chahal moved and seconded by Rebecca Last: "That the AGM Committee become a Task Force." The motion passed. VOTE: FOR: Dave Sutherland, aa001 Nadia Diakun-Thibault, ab341 Rosaleen Dickson, ac174 Brett Delmage, aa693 Rebecca Last, as006 Natalie Munro, aa966 Yvonne Dionne, ao594 Julie Chahal, ab161 Jim Elder, aa456 Chris Hawley, ah654 Andrew Patrick, aa118 Jessica Cohen, aa724 OPPOSED: Jeff Bossert, au025 ABSENT: Richard Taylor, aa333 Development Committee: A lengthy discussion ensued as to whether or not the Chair of this committee should be a Board member due to the fiduciary responsibility of the Committee. It was agreed to review the Committee structure after the VLDP meeting. Executive Committee discussion was deferred to a discussion of the Board's Operations Committee. The Finance Committee: All agreed that the Finance Committee has done an excellent job to date and needed no review or modifications at the present time. Comiti Francophone: David Sutherland suggested that prior to any discussion on reviewing this Committee, all Board Members have an opportunity to read the information posting from Committe Chair, Jean-Yves Fortin. Planning Committee: All agreed that some time needs to be spent to review the functioning and organization of the Planning Committee. 8. Resignation of Scott Catterill from the Board of Directors: The Board discussed the options available to fill the Director's seat left vacant by the recent resignation of Scott Catterill. The following motion was moved by Brett Delmage and seconded by Jessica Cohen: "That the Board will strike a nomination committee to recommend a candidate to the Board." The motion passed. VOTE: FOR: Dave Sutherland, aa001 Rosaleen Dickson, ac174 Brett Delmage, aa693 Rebecca Last, as006 Natalie Munro, aa966 Yvonne Dionne, ao594 Jim Elder, aa456 Chris Hawley, ah654 Jeff Bossert, au025 Andrew Patrick, aa118 Jessica Cohen, aa724 OPPOSED: Julie Chahal, ab161 ABSTAIN: Nadia Diakun-Thibault, ab341 ABSENT: Richard Taylor, aa333 Brett Delmage, Andrew Patrick, Jessica Cohen and Rebecca Last volunteered to be on the Nomination Committee. 9. Review of Board Discussion and Decision Processes: The Board agreed that this issue will be discussed further following the VLDP session on May 29, 1996. Among the concerns raised for possible discussion were: - appropriate forum for discussions - publishing of draft minutes - public versus in-camera meetings - use of timekeeper for board meeting discussions - modifications to Board newsgroups / moderated, unmoderated - merging committees - specific goals of agenda items - structuring agenda - has the Board lost focus of the larger picture and become too involved in micro-management Lisa Donnelly will bring these issues to the attention of the planners for the VLDP session. 10. REPORTS: a) Operations Update: Lisa Donnelly provided the Board with NCF Usage Data statistics and donations statistics. All agreed that Board members must be keeping a close eye on these numbers, particularly in light of a recent downturn in donations. Lisa indicated she is working with Jim Elder and Alana Boltwood on regular provision of these and other statistics, including system load stats. David Sutherland indicated that there may be some space for NCF Outreach at the St. Laurent Public Library. More information will follow. b) Fundraising Update: Gordon Pearson tabled his Development Report and highlighted the status of the online funding campaign which is currently right on track to reach its goal as well as other projects under development. He stated that to become more efficient and effective, the donor database must become more automated. c) Financial Report: Jeff Bossert indicated that the financial statements for March 1996 have been posted on-line. He provided the Board members with a brief summary of the financial figures for the period January -March 1996. There was some discussion regarding the downturn in donations over the last 3-5 months. d) Francophone Committee: Rosaleen Dickson updated the Board advising them that the Francophone Committee is attempting to recruit new members. She stressed the importance of improving the quality of French use on NCF indicating that changes are still required to the menu. NEXT MEETING: May 21, 1996 Honeywell Room, RMOC Headquarters, 7:00 pm. [cancelled - next meeting now June 18, 1996] ADJOURNMENT Meeting adjourned shortly after 10:00 p.m.