MINUTES OF THE NATIONAL CAPITAL FREENET BOARD MEETING 20 February 1996 7:00 pm Senate Room, Robertson Hall, Carleton University The following Board members were in attendance: Julie Chahal, 2nd Vice President, ab161 Jessica Cohen, aa724 Brett Delmage, aa693 Yvonne Dionne, ao594 Chris Hawley, ah654 Rebecca Last, as006 Andrew Patrick, 1st Vice President, aa118 Dave Sutherland, President, aa001 Richard Taylor, Secretary, aa333 Rosaleen Dickson, ac174 Absent: David Blackwood, aa332 Scott Catterill, aa355 David Loan, aa112 NCF Staff Present: Lisa Donnelly, Executive Director, am412 Gordon Pearson, au167 Roy Hooper, System Administrator, xx016 Ian! Allen, aa610 Sheila Currie-Alder, Office Administrator, xx001 James Wilkinson, Projects Coordinator, da957 Members/Volunteers present: Miranda Gray, ak717, David Jones, aa457, Andrew Metcalfe, bg691, Noreen Dertinger, aa937, Jean-Yves Fortin, ai772, Gilles Marleau, dc992, Garth Graham, aa127, Jeff Bossert, au025, Matthew Darwin, aa673, John Stewart, xx104, Rick Glatt, MTTF, av396 David Sutherland called the meeting to order at 7:15 pm. 1. INTRODUCTIONS 2. APPROVAL OF MINUTES OF 10 FEBRUARY 1996 As there were no changes, there was a motion to approve the minutes of the last meeting. Moved by Brett Delmage, seconded by Rebecca Last, CARRIED. 2a) MOTION TO RECORD ALL VOTES This item was deferred from the 10 February meeting. Background: This procedure has been suggested by a member in the message below. It would promote accountablity to the membership, and would assist all members in deciding whether or not to re-elect a Director. >I notice, while reading the board minutes, that members' votes on various >motions, is not recorded. I think it would be useful, (to other members of >the board and to the membership in general), if individual members' votes >were reflected in the minutes of all BoD meetings. >This should not be a difficult thing to accomplish. The secretary, or the >person taking minutes could call the roll of attending directors, and >record the way they vote. At the last meeting of the BoD, I personally noted >that not all attending directors, recorded a vote or even an abstention, in >a number of instances. In my mind, it is the responsibility of ALL >directors to participate fully in discussions which concern motions before >the BoD. The idea of showing up, simply to insure that a member be >recorded as present at every third meeting, so that they can continue as a >member of our Board of Directors, does not further the cause of leadership. >Directors, for the most part, were elected by the membership of NCF/LCN. >They should be accountable to the voters. The above suggestion, is one way >to promote accountability. Discussion: Andrew Patrick proposed an amendment that recording the vote be at the discretion of the chair or of the majority of the board, Rosaleen Dickson seconded, FAILED. MOTION: Recording of Board members' votes That all votes of the NCF Board of Directors be recorded votes with the Minutes showing the names of all Directors and whether they voted in favour of the motion, against the motion, to abstain or were absent. Not voting in an on-line vote would be recorded as absent. Moved by Richard Taylor, aa333, Seconded by Julie Chahal, CARRIED. 3. REVIEW OF THE AGENDA It was agreed to move item 5d) Fundraising Update to the top of item 5 as Gord Pearson could not attend for the entire Board meeting. 4. BUSINESS FOR ANNUAL GENERAL MEETING a) STANDARD BUSINESS Andrew Patrick advised the Board of the three matters of routine business to be addressed at each Annual General Meeting (AGM): (1) the appointment of auditors (2) confirmation of payment of NCF employees (3) vote on all rules and regulations relating to the management and operation of the Corporation. A discussion ensued regarding the definition of "management and operation" in item (3). No concensus was reached as to which types of rules and regulations were eligible for a vote. Lisa Donnelly agreed to ascertain a legal opinion prior to the AGM and report back. Andrew Patrick advised that five director positions were up for election at the AGM and that nominations close on February 23, 1996. b) SPECIAL BUSINESS As of the deadline of 1995-02-05 23:59 the following nine suggestions from NCF members as special business to be transacted at the 1996 Annual General Meeting as per By-Law 32 had been received. Each of these suggestions were considered and discussed individually by the NCF Board of Directors and decisions made by recorded vote as to their inclusion in the business of the AGM. Andrew Patrick advised that the suggestion to alter the location of the AGM had been withdrawn. The amended part of each By-Law is highlighted in CAPITALS. *********** 1st MOTION: I move that NCF amend By-Law 7 to read: 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 or older, with power under law to contract. Directors must be members. FULL- OR PART-TIME STAFF OF THE CORPORATION MAY NOT SERVE AS DIRECTORS. Moved by Miranda Gray, ak717. Seconded by Jessica Cohen, aa724 VOTE FOR Andrew Patrick, Rebecca Last, Jessica Cohen, Brett Delmage, Yvonne Dionne, Richard Taylor, Chris Hawley AGAINST Rosaleen Dickson ABSTAIN Julie Chahal, Dave Sutherland ABSENT David Blackwood, Scott Catterill, David Loan CARRIED, motion to amend by-law 7 will be included in the business of the AGM. ************** 2nd MOTION: I move that NCF remove By-Law 8 from the By-laws of NCF. Moved by Miranda Gray, ak717. Seconded by Mike Mason, an956. VOTE FOR Rosaleen Dickson, Yvonne Dionne, Richard Taylor, Chris Hawley AGAINST Andrew Patrick, Dave Sutherland ABSTAIN Julie Chahal, Rebecca Last, Jessica Cohen, Brett Delmage ABSENT David Blackwood, Scott Catterill, David Loan CARRIED, motion to remove by-law 8 will be included in the business of the AGM. *********** 3rd MOTION: I move that NCF amend By-Law 9 to read: The Directors shall be elected for a three year term by the members at an annual general meeting of the members. THERE IS NO LIMIT TO THE NUMBER OF CONSECUTIVE TERMS A DIRECTOR MAY HOLD. Moved by Miranda Gray, ak717. Seconded by Mike Mason, an956. During the discussion many directors raised their concerns that the proposed amendment removed the provision for a rotational scheme. VOTE FOR Richard Taylor, Chris Hawley AGAINST Andrew Patrick, Rosaleen Dickson, Julie Chahal, Rebecca Last, Brett Delmage, Yvonne Dionne, Dave Sutherland ABSTAIN Jessica Cohen ABSENT David Blackwood, Scott Catterill, David Loan FAILED, motion to amend by-law 9 will not be included in the business of the AGM. *********** 4th MOTION: I move that NCF amend By-Law 10 to read: 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; f. if a director misses all meetings of the board of directors, either in person or by other accepted communications facilities, for a period of three consecutive months or three consecutive meetings, whichever time period is longer. AND that a new by-law be added after by-law 10 which reads: Any vacancy on the board may be filled by appointment by a majority vote of the board of directors UNTIL THE NEXT ANNUAL GENERAL MEETING. AT THAT TIME, THE MEMBERS SHALL ELECT A DIRECTOR TO FILL THE REMAINING YEARS OF THE TERM. THE CANDIDATE WITH THE MOST VOTES SHALL RECEIVE THE LONGEST TERM UNTIL ALL THE POSITIONS ARE FILLED. Moved by Miranda Gray, ak717. Seconded by Pat Drummond, ad995. All Directors present voted FOR with the exception of Rebecca Last who abstained. ABSENT David Blackwood, Scott Catterill, David Loan CARRIED, motion to amend by-law 10 will be included in the business of the AGM. *********** 5th MOTION: I move that NCF amend By-laws 22 and 23 to read: 22. Officers shall be appointed by resolution of the board of directors at the THIRD meeting of the board of directors following the annual general meeting of members in which the directors are elected. 23. The officers of the corporation shall hold office for ONE year 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. Moved by Miranda Gray, ak717. Seconded by Jessica Cohen, aa724. A motion was voted on and carried unanimously to split this 5th motion into 5a (amendment to by-law 22) and 5b (amendment to by-law 23). VOTE on 5a (amendment to by-law 22) CARRIED, unanimously. The motion to amend by-law 22 will be included in the business of the AGM. ABSENT David Blackwood, Scott Catterill, David Loan In the discussion of By-Law 23, directors expressed concern about the need for continuity and experience in the jobs of the officers. It was pointed out that the officers are not necessarily members of the Executive Committee nor even directors. VOTE on 5b (amendment to by-law 23) FOR Jessica Cohen, Brett Delmage, Richard Taylor, Chris Hawley AGAINST Andrew Patrick, Rosaleen Dickson, Julie Chahal, Rebecca Last, Yvonne Dionne, Dave Sutherland ABSENT David Blackwood, Scott Catterill, David Loan FAILED, motion to amend by-law 23 will not be included in the business of the AGM. *********** 6th MOTION: I move that NCF amend By-law 21 to read: "The officers of the corporation shall be a CHAIRPERSON, 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." that NCF add a new by-law before By-law 24 which reads: "THE CHAIRPERSON SHALL PRESIDE AT ALL MEETINGS OF THE CORPORATION, OF THE OFFICERS AND OF THE BOARD OF DIRECTORS." and that NCF amend By-law 24 to read: "The president shall be the chief executive officer of the corporation. 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." Moved by Miranda Gray, ak717. Seconded by Jessica Cohen, aa724. In the discussion, various alternatives were suggested. It was pointed out that alternate chairs of meetings could be used when the president (or vice president) wanted to participate more fully in the discussion. This particular amendment seemed to have less flexibility than the existing situation. VOTE FOR none AGAINST Andrew Patrick, Rosaleen Dickson, Julie Chahal, Rebecca Last, Brett Delmage, Yvonne Dionne, Dave Sutherland ABSTAIN Jessica Cohen, Richard Taylor, Chris Hawley ABSENT David Blackwood, Scott Catterill, David Loan FAILED, motion to amend by-laws 21 and 24 will not be included in the business of the AGM. *************** 7th MOTION: This is a motion recommending rules and regulations to the board of directors as per By-Law 32 e. I move that the board adopt a procedure for handling the board's online discussions as outlined in the following document (to be placed in the menu at Your Choice ==> go board) Board Discussion Newsgroups =========================== The board newsgroups are archive newsgroups. Anything posted to these newsgroups is kept forever (unless deleted by the original author). The discussion is saved for historical reference and as a tool for new members to learn the reasoning behind key decisions made in the formation of NCF. The newsgroups have become congested with old discussion. Opening these newsgroups takes a few minutes as the newsreader does not handle extremely large newsgroups well. For this reason, the board newsgroups are renamed each year (on the day the Annual General Meeting closes). This way, previous discussion is still available but the new postings are accessible. The current board discussion groups are also ways named so that the year are included. For example, the discussion groups for 1996-1997 are ncf.board-96-97.unmoderated and ncf.board-96-97.moderated Discussion previous to the 1996 Annual General Meeting is archived in ncf.board-discussion-unmoderated and ncf.board-discussion-moderated . And that this procedure be implemented following the 1996 Annual General Meeting. And that this procedure be reviewed on the creation of new or better news handling tools. Moved by Miranda Gray, ak717. Seconded by Pat Drummond, ad995. No vote was taken on procedural grounds. Suggestions for changes to NCF services are not appropriate for the AGM; they should be brought to the appropriate Committee, staff person or to the Board. MOTION: I move that NCF system administration staff be asked to implement a method of archiving old postings in the board discussion newsgroups and to start two new newsgroups for board discussion in 1996. Staff should consider the suggestion proposed by Miranda Gray, and should implement the solution at the end of the 1996 AGM (no later than 1996-03-15). Moved by Richard Taylor and seconded by Jessica Cohen. CARRIED, unanimously. ABSENT David Blackwood, Scott Catterill, David Loan *********** 8th motion Motion to amend By-Law no. 30 Proposed by Jean-Yves Fortin (ai772) Seconded by Jean-Guy Marinier (bi108) This motion was withdrawn by its proponents. *********** 9th motion Modification to the NCF Mission Statement Proposed by Jean-Yves Fortin (ai772) Seconded by Jean-Guy Marinier (bi108) That the NCF Mission Statement be amended to read: "The National Capital FreeNet is a free, computer-based information sharing network. It links the people and organizations of THE NATIONAL CAPITAL REGION AND ITS SURROUNDINGS, 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." Reason: The term "this region" is not sufficient to cover both sides of the Ottawa river. The Term "National Capital" by itself refers normally to Ottawa which is the Capital of Canada. The term "National Capital Region and its surroundings" would cover not only the Ontario and Québec sides of the National Capital Region but also rural areas where the NCF would be accessible. In the discussion, directors expressed concern that the Mission Statement was a product of the Board, and had not been brought to the membership for explicit ratification. It would be inconsistent to bring a modification to the membership. This particular change is a minor change to the wording. It would be disruptive to be continually making minor changes to the Mission Statement. Jean-Yves Fortin explained that part of the intent of this motion was to make NCF serve the francophone population better. Directors could not see how this particular change would serve that purpose. It was pointed out that our recently adopted strategy for 1996 includes recognition that we must improve francophone accessibility. VOTE FOR Brett Delmage, Yvonne Dionne, Richard Taylor AGAINST Andrew Patrick, Rosaleen Dickson, Julie Chahal, Rebecca Last, Jessica Cohen, Dave Sutherland, Chris Hawley ABSENT David Blackwood, Scott Catterill, David Loan FAILED, motion to modify the NCF mission statement will not be included in the business of the AGM. 4c) REPORT FROM BOARD RECRUITMENT COMMITTEE Brett Delmage reported that there have been no nominations to date. 5. REPORTS Operations Report: - Dave Sutherland advised that three new modems racks are currently being built to house the 32 new modemlines Development Report - software to take reservations of Personalized Freenet Addresses (PFA) is being tested this week - Lisa Donnelly advised that the on-line funding campaign will kick off this week - suggestion was made that increased publicity and promotion should be given to the up-coming on line AGM. Fundraising: - discussion on whether or not NCF should team up in an affinity-style program with GlenNet & Glentel Associates. G&G offers a re-billing plan on long-distance calls to its customers. Under this fundraising program, NCF could receive a percentage of each member's total long distance bill where those members have agreed to sign up with G&G's service. - The advantages and disdvantages of this fundraising program were considered. - no decision was reached. The next fundraising meeting is February 27, 1996. Volunteer Coordination Report: Discussion was held on the new policies: Definition of a volunteer and the Right to Volunteer. MOTION Rebecca Last moved to approve the two new policies, seconded by Richard Taylor. Following further discussion on the sensitivty of the word "right", Andrew Patrick moved to defer the approval vote to the next Board meeting, seconded by Chris Hawley. VOTE on the motion to defer: FOR Andrew Patrick, Rosaleen Dickson, Jessica Cohen, Brett Delmage, Dave Sutherland, Chris Hawley AGAINST Rebecca Last ABSTAIN Richard Taylor ABSENT David Blackwood, Scott Catterill, David Loan, Julie Chahal, Yvonne Dionne CARRIED, motion deferred until next meeting. Board Planning Committee: Discussion was held on planning for an upcoming Board Planning Session proposed for a full day on a Saturday after the first Board meeting following the AGM election. Not all members felt that this was necessary or that the timing was right. An informal unrecorded vote was tied. Decision on whether and when to hold a Planning Day will be left until after the AGM. Lisa Donnelly advised and all approved that an orientation evening be scheduled with the new Directors following the AGM election. The date scheduled is Friday evening, March 15, 1996. TABLING OF ANNUAL FINANCIAL REPORT Jeff Bossert, Treasurer, tabled and presented the highlights of the Auditors Report for the NCF prepared by KPMG for the last fiscal year. Jeff was congratulated for a job well done. 6. NEXT MEETING: The next meeting will be held on March 19, 1996. 7. AJOURNED around 10:30 pm.