MINUTES OF THE NATIONAL CAPITAL FREENET BOARD MEETING 19 March 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 (Chair) Richard Taylor, Secretary, aa333 Absent: Jeff Bossert au025 Scott Catterill, aa355 Dave Sutherland, President, aa001 NCF Staff Present: Lisa Donnelly, Executive Director, am412 Ian D. Allen, Technical Director, aa610 Sheila Currie-Alder, Administrative Coordinator, bw306 Roy Hooper, System Administrator, xx016. James Wilkinson, Project Coordinator, da957 Members/Volunteers present: Alana Boltwood ad097, Simon Coakeley br422, Matthew Darwin xx673, Jean-Yves Fortin ai772, Miranda Gray xx717, Andrea Kujala aq880, Mike Mason an956, Andrew Metcalfe bg691, John Stewart xx104. Andrew Patrick called the meeting to order at 7:00 p.m. 1. INTRODUCTIONS The chair extended a special welcome to the newly-elected members of the Board. 2. APPROVAL OF MINUTES OF 20 FEBRUARY 1996 The minutes of the previous meeting were approved by consensus of the meeting. 3. REVIEW OF THE AGENDA There was some discussion on whether to add the Policies re Volunteering draft to the agenda but it was decided that the revisions are not yet completed and it should be carried over to next meeting. There was also concern about the discussion of policy items at the end of the meeting. It was decided to move the discussion of policies to before the Reports. 4. REVIEW OF ANNUAL GENERAL MEETING MOTION Moved by Richard Taylor, seconded by Rosaleen Dickson: THAT for all NCF meetings and votes (including those held on-line), a member's presence at the event of a particular vote is determined only by the explicit casting of a vote in favour or against the question, or by an explicit abstention. If a member does not cast a vote or explicit abstention, or does not properly complete the voting procedure, then that member is deemed to be not present for the purposes of the that vote. Discussion: In the past, we have only counted yes and no votes. Roberts rules say only yes and no votes should be counted. Our bylaws say for some votes we must have 2/3rds in favour. Previous AGM's we have counted yes and nos and then also calculated percentages of all those who abstained and visited but did not cast a vote. Abstentions should count as present at the meeting. When a person abstains it does not mean that the person does not care. The person felt it was not prudent to vote because he/she did not have enough information. This motion would not affect past votes. Does this apply to all NCF meetings or just AGM? Changing by-laws is an important matter which is why 2/3 majority required. Ontario Corporations Act does not apply because NCF charter is Federal. Abstentions useful for quorum. "Majority of votes cast" means majority of yeses and nos. There is a difference between people present and majority of votes cast. Does it matter what people were told when they read the AGM screen? The AGM software stated that if you did not vote for, against or abstain then you would not be considered present for the vote. VOTE: FOR: Julie Chahal ab161 Jessica Cohen, aa724 Brett Delmage, aa693 Rosaleen Dickson, ac174 Yvonne Dionne, ao594 Jim Elder, aa456 Chris Hawley, ah654 Rebecca Last, as006 Natalie Munro, aa966 Richard Taylor, aa333 AGAINST: Nadia Diakun-Thibault, ab341 Andrew Patrick aa118 ABSENT: Jeff Bossert au025 Scott Catterill, aa355 Dave Sutherland, aa001 REVIEW OF AGM - CHAIRMAN'S REMARKS Andrew Patrick thanked Matthew Darwin, Miranda Gray, Garth Graham, Ian Allen and Roy Hooper for their work on the AGM. This is the second year in a row that Andrew Patrick has been responsible for the AGM and he expressed some disappointment with the process. 5. OLD BUSINESS It was decided to hold policy discussions in a "committee of the whole" mode. These discussions follow the minutes as Appendix A - Freedom of Expression policy Appendix B - Conflict of Interest Policy Appendix C - Privacy Policy A discussion on the Policy on Binaries will be held at the next meeting. 6. REPORTS a) Operations Update Lisa called on James Wilkinson to report on the Volunteers Workshop. This workshop for Board members, Staff and volunteers has 18 people registered now. b) Fundraising Update Gordon Pearson was unable to attend the meeting and Lisa reported on his behalf. The committee is very pleased with the press coverage NCF has been getting. Lisa was interviewed by CBO and NCF will also be featured on Rogers Cable. The fundraising committee has received a request from a sponsor for a sig menu line. It was decided that the Fundraising Committee should discuss this and report to the Board. It was noted that there have been complaints about the number of lines taken up in the sponsored messages. These lines cannot be removed. c) Financial Report Jeff Bossert, the Treasurer, is out-of-town and Lisa reported on his behalf. She distributed hard copies of the financial reports. It was noted that the donations are back to expected levels and only the December donations were low. Revenues from fundraising are below budget predictions. It was suggested that fundraising must be a priority. Board Orientation Program Lisa reported that volunteer leadership training program offered by United Way consisted of two sessions. The first session, lecture style covers the basics and the second session is more tailored to this Board. One workshop - $275; two workshops, (15 hours), $600. It was agreed that 15 hours would be worthwhile. Date for workshop will be decided online. NEXT MEETING Tuesday, 16 April 1996. ADJOURNMENT Meeting adjourned shortly after 10:00 p.m.