SUMMARY Resolutions: * Approval of expenditure budget * Approval of AGM procedure for motions from the floor. * Addition of a value re bilingualism to the Statement of Values * Addition of a clause re bilingualism to the Mission Statement * Interim filling of position of Secretary Action Items (board related; excludes the many operational actions): * Jeff: Amendment of the donation line * Lisa: Review renewal data wrt budget and predicted rates * Directors: Suggest standard questions to be asked of candidates * Nadia et al: Recommendations re bylaws ----------------- Minutes of a Meeting of the Board of Directors of the NATIONAL CAPITAL FREENET held on Tuesday, December 17, 1996 at 7:00pm in the Honeywell Room of the Headquarters of the Regional Municipality of Ottawa-Carleton at 111 Lisgar St, Ottawa, Ontario. Present: Dave Sutherland, President, aa001 (Chair) DS Andrew Patrick, 1st Vice President, aa118 AP Julie Chahal, 2nd Vice President, ab161 JCh Jeff Bossert, Treasurer, au025 JB Jessica Cohen, aa724 JCo Nadia Diakun-Thibault, ab341 NDT Rosaleen Dickson, ac174 RD Yvonne Dionne, ao594 YD Jim Elder, aa456 JE Natalie Munro, aa966 NM Richard Taylor, Secretary, aa333 RT Andre Vellino, an386 AV Jean Wilmot, aa145 JW Absent: Chris Hawley, ah654 CH Rebecca Last, as006 RL Also present: Lisa Donnelly, NCF Executive Director, xx412, Shiela Alder, NCF Administrative Coordinator, xx001 NCF members and volunteers present: Barry Alder, Jean-Yves Fortin, Andre Ouellette, Mike Mason, Denise Skrypkar Dave Sutherland took the chair and Richard Taylor acted as Secretary of the meeting. Directors being present and notice of the meeting having been duly given, the meeting was declared to be properly constituted for the conduct of business. MINUTES OF THE PREVIOUS MEETING The Chairman tabled the draft minutes of the last meeting of the Board held on November 1996 which, upon motion made by Jean Wilmot, seconded by Natalie Munro and carried with all in favour, were approved. The Chairman then gave certificates of recognition to all 1996 volunters of the month and announced Simon Coakley as the Volunteer of the Year for 1996, with Special Thanks to Mike Mason for administering this aspect of the volunteer recognition program. REVIEW OF THE AGENDA Added a review of the revised budget to the financial presentation. Moved by Jim Elder, seconded by Julie Chahal that the agenda be accepted. The motion was approved. DS AP JCh JB JCo NDT RD YD JE CH RL NM RT AV JW Votes: y y y a y y y y y - - y y y y FINANCIAL REPORT Jeff Bossert presented a budget similar to that discussed at the last board meeting in November but with the revenue line adjusted to better reflect the distribution of account renewals (it is anticipated that many renewing members will include a donation with their renewal form). Highlights of November Financial statements: Revenue (from Statement of Revenue, Expenses and Surplus): $13,754 Expenses (from Statement of Revenue, Expenses and Surplus): $18,239 Change in Cash (from Statement of Changes in Financial Position): ($4,207) Projections for December: Revenue: $18,000 (includes $5,000 in auction revenue) Expenses: $13,000 (lower due to staff leave over the holidays) Change in Cash: $5,000 Discussion of whether the budget donation line should reflect the exact distribution of account renewal dates over the year, given that the renewals are strongly concentrated in the months Dec to May. It was felt that the budget ought to reflect all known information and thus the donations per month should be weighted to reflect the distribution of renewals dates over the year (note that this does not affect the total donations expected, only the distribution within the months of the budget). Lisa Donnelly made a suggestion to review this item a week before the next board meeting on Jan 21 when there is more data on actual renewals (the renewal program is new and reliable data will not be available until the first renewal requests go through all the stages of renewal reminders sometime in January). Lisa reports that renewal response rate is low but ramping up as the deadlines approach for the first batches. November had a 2% response. December appears to be going better-response rate is 6%. We hope to have a 12% rate for the following month. Shiela Alder reports that 343 renewals were processed; of those, 231 donated. As of today, $10,835 has been donated to the freenet via the membership renewal. The Freenet Auction has generated $2674 already and another deposit tomorrow brings a total of $3485 so far for the auction. A part time system administrator has been budgeted for, but as yet, is undetermined if and when this position will be filled (to be determined by Lisa). Jeff draws to our attention that the budget for corporate donations is conservative in that none are budgeted but that there are several outstanding proposals being reviewed by potential donors. A motion to approve expenditure side of the budget was made by Jim Elder, seconded by Andre Vellino and approved by all. The motion was approved. DS AP JCh JB JCo NDT RD YD JE CH RL NM RT AV JW Votes: y y y y y y y y y - - y y y y DEVELOPMENT REPORT Lisa Donnelly presented highlights from her monthly development report. The Microsoft Auction was a success, with total bids of $5374 compared to a prediction of $5000. Also, NCF continues to receive exposure in Monitor and Ottawa Computers magazines. PLANNING FOR THE ANNUAL GENERAL MEETING Andre Ouellete will the AGM chairperson, with Don McCallum as the AGM menu maintainer. Andre O is also acting as the AGM french language liaison. There is still a need for a volunteer to answer questions about the Board, and for someone to answer general questions about the AGM. Yvonne and Lisa volunteered to share the role of answering general AGM questions in the newsgroups. Some issues outstanding relating to the AGM: 1. Standard Questions for Candidates Directors are asked to help suggest content for a standard set of questions to be asked of all candidates, to assist members in their evaluation of candidates. Questions should be forwarded to Andre O. 2. Clean-up of the Rules and Regulations Nadia Diakun-Thibault presented comments and suggestions on the by-laws and the need for changes and updates. The existing bylaws contain several defects in wording. Bylaw #40, which requires membership to approve resolution of the board, was the subject of much discussion. A motion was made by Richard Taylor, seconded by Rosaleen Dickson, that existing bylaw #40 be removed from the bylaws. Much discussion followed. Andrew Patrick moved that the decision be deferred, seconded by Nadia Diakun-Thibault. DS AP JCh JB JCo NDT RD YD JE CH RL NM RT AV JW Votes: a y n y y y n y y - - y n y y The motion for deferral was approved. A proposal was made by Nadia that a small ad-hoc committee form and meet to review the bylaws and recommend changes at the next meeting. Lisa, Nadia, and Andre V volunteered. Board members are encouraged to bring their board manuals to all board meetings. 3. Procedure for Motions from the Floor Jessica Cohen presented her work on the procedure for motions from the floor at the annual general meeting. Discussion ensued. See attachment to these minutes: "AGM Procedure for accepting motions from the floor". Moved by Jessica Cohen, seconded by Yvonne Dionne, that NCF adopt the procedure tabled as amended for accepting motions from the floor at the AGM. DS AP JCh JB JCo NDT RD YD JE CH RL NM RT AV JW Votes: y y y a y n a y a - - y y a y The motion was approved. Jessica will join Nadia and team (see above) to review the bylaws, with special attention to AGM matters. ENCOURAGING FRANCOPHONE INVOLVEMENT Yvonne Dionne proposed that the NCF Mission Statement and values be improved to more explicitly encourage francophone involvement. Yvonne moved, seconded by Andre Vellino, that the following be added as an NCF Value Statement: Capability to access and provide information in both official languages DS AP JCh JB JCo NDT RD YD JE CH RL NM RT AV JW Votes: y y y y y y y y y - - y y y y The motion was approved by all. The existing Mission Statement of the National Capital FreeNet is: The National Capital FreeNet is a free, computer-based information sharing network. It links the people and organizations of this region, provides useful information, and enables an open exchange of ideas with the world. Community involvement makes FreeNet an important and accessible meeting place, and prepares people for full participation in a rapidly changing communications environment. Yvonne moved, seconded by Andre V, that the Mission Statement read: The National Capital FreeNet is a free, computer-based information sharing network, available in both official languages of Canada. It links the people and organizations of the National Capital Region, provides useful information, and enables an open exchange of ideas with the world. Community involvement makes FreeNet an important and accessible meeting place, and prepares people for full participation in a rapidly changing communications environment. Discussion ensued. It was pointed out that the phrase "National Capital Region" has an official definition and that it excludes many communities that have traditionally been considered part of "the region" as relates to NCF. Since the intention of the change from "the region" to "the National Capital Region" was not to exclude outlying communities, that suggestion was withdrawn. Julie Chahal expressed concern any changes, as a matter of principle, to the Mission Statement so soon after the exhaustive work that went into establishing it last year; that a mission statement ought not change frequently. After discussion and amendments to the motion, the following was moved by Yvonne, seconded by Andre Vellino: That the Mission Statement of the National Capital FreeNet be: The National Capital FreeNet / Libertel de la Capitale nationale is a free, computer-based information sharing network accessible in both official languages of Canada. It links the people and organizations of this region, provides useful information, and enables an open exchange of ideas with the world. Community involvement makes FreeNet an important and accessible meeting place, and prepares people for full participation in a rapidly changing communications environment. DS AP JCh JB JCo NDT RD YD JE CH RL NM RT AV JW Votes: y n n a y y y y y - - y y y y Julie moved, seconded by Richard Taylor, to submit the new mission statement for ratification by the membership at the annual general meeting. After some discussion, Andrew Patrick moved to defer discussion to the next meeting, seconded by Andre Vellino. Motion to deferred was passed. DS AP JCh JB JCo NDT RD YD JE CH RL NM RT AV JW Votes: y y y a y y y n y - - y y y y REPORTS Operations and FreePlan Update (L. Donnelly) Lisa Donnelly presented highlights from her monthly operations report. The Internet Sampler lines await modems, expected soon. Word-of-mouth and online postings have attracted about 500 members to the new PPP lines. A more organized promotion of the new services (including an official announcement with partners) will be undertaken when "fine tuning" of the new services is complete. Some discussion about the possibilities and merits of making available the software required to use PPP, eg., a TCP/IP stack and a browser, by diskette, perhaps from public access stations. Dave Sutherland says a similar distribution for Carleton students requires 5 diskettes. As board liaison to the Complaints Resolution Committee, Natalie Munro asked directors to think about what information they would like reported to the board. Most complaints are regarding IRC problems, few serious complaints. NEW BUSINESS Appointment of interim Secretary Due to other commitments, Richard Taylor asked to be relieved as Secretary for the balance of the term (until May). Richard moves, seconded by Rosaleen Dickson, that Jim Elder be Secretary until the next consideration by the Board of the Executive, after the AGM. DS AP JCh JB JCo NDT RD YD JE CH RL NM RT AV JW Votes: y y y y a y y y y - - y y y y The motion was approved. Resignation Andrew Patrick, a founder of NCF and director since inception, formally entered into the minutes his resignation as a director, as communicated to the Board in his resignation letter. Size of board Tabled until next meeting: "That the NCF reduce the size of its board of directors from 15 members to 11 members" NEXT MEETING The next meeting will be Tuesday, January 21, 1997 (location to be confirmed, probably the library meeting room at the St.Laurent branch of the OPL). ADJOURNMENT There being no further business the meeting then ended. ATTACHMENTS AGM Procedure for accepting motions from the floor: 1) Deadline for motions from the floor 2) Motions appropriate for an AGM a) Proper format of motions b) What kind of motions are appropriate c) How the board will proceed with these motions 1) Deadline for motions from the floor: Members who wish to raise motions at the Annual General Meeting must present the fully-documented motions to the Board of Directors at least seven(7) days before the Board meeting held the month before the AGM at the absolute latest. (for example: If the AGM starts on February 24, all AGM motions must be submitted to the Board seven days before the January board meeting) Motions to be considered must be a) submitted to the secretary of the Board for inclusion in the agenda and b) posted to the AGM newsgroup or to the Board newsgroup if there is no AGM newsgroup. 2a) Proper format of motions All motions must have a mover and seconder, should be written out precisely (eg. I move that x, y & z be the last three letters of the english alphabet), and must be accompanied by all necessary supporting information when it is submitted. 2b) What kind of motions are appropriate Motions considered appropriate for an AGM include: -motions requiring the resignation of a member (requires 3/4 of votes) -"" requiring the resignation of a director (requires 2/3 of votes) -"" requiring the resignation of a member of the executive (2/3 of votes) -"" to make amendments to the bylaws (requires 2/3 of votes) -"" recommending rules and regulations to the board of directors (requires a majority vote) 2c) How the board will proceed with these motions These motions fall into two overall categories; the motions to change they way the National Capital FreeNet works, and the motions requesting resignations. Motions in the first category (amendments to bylaws or rules and regulations) will be discussed as Board business at the Board meeting one month prior to the AGM. These motions will be voted on by the Board, and if approved will be included in the AGM. Motions calling for resignations will be accepted for the AGM.