SUMMARY Resolutions: * Approved revenue budget * Changed board size to 11 members from 15 members * Approved non-intrusive commercial use (change to AUP clause) Action Items (board related; excludes many operational actions): * Nadia, Andre, Lisa: Recommendations re bylaws ----------------- Minutes of a Meeting of the Board of Directors of the NATIONAL CAPITAL FREENET held on Tuesday, January 21, 1997 at 7:00pm in the St.Laurent Branch of the Ottawa Public Library at 515 Cote St, Ottawa, Ontario. Present: Dave Sutherland, President, aa001 (Chair) DS Jeff Bossert, Treasurer, au025 JB Jessica Cohen, aa724 JCo Nadia Diakun-Thibault, ab341 NDT Yvonne Dionne, ao594 YD Jim Elder, Secretary, aa456 JE Chris Hawley, ah654 CH Rebecca Last, as006 RL Natalie Munro, aa966 NM Andre Vellino, an386 AV Jean Wilmot, aa145 JW Absent: Julie Chahal, 2nd Vice President, ab161 JCh Rosaleen Dickson, ac174 RD Richard Taylor, aa333 RT Also present: Lisa Donnelly, NCF Executive Director, xx412, Shiela Alder, NCF Administrative Coordinator, xx001 NCF members present: Jean-Yves Fortin, Mike Mason Minute-taker: Denise Skrypkar Dave Sutherland took the chair and Jim Elder 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, amended, of the last meeting of the Board held in December 1996 which, upon motion made by Jean Wilmot, seconded by Natalie Munro and carried with all in favour, were approved. REVIEW OF THE AGENDA Added to 'old business' the motion from the December meeting that the mission statement approved by the Board in December be submitted to the AGM. TREASURER'S REPORT Jeff Bossert, Treasurer, reviewed the revised revenue budget for 1997 that reflects the distribution of account renewals (it is anticipated that many renewing members will include a donation with their renewal form). Highlights of December Financial statements: Revenue (from Statement of Revenue, Expenses and Surplus): $33,384 Expenses (from Statement of Revenue, Expenses and Surplus): $33,726 Change in Cash (from Statement of Changes in Financial Position): ($7,598) Jeff draws to our attention that as for the last month of every quarter, the figures for December include several non-cash items, such as depreciation and deferred contributions; without these items, revenue was approximately $26,500, exceeding expenses of about $17,000 by about $9,000. Account payables were reduced by about $12,000 during December. Some discussion of donation and renewal rates. The data is thought to still not be representative of what can be expected due to the disruption of office flows in December by the Christmas holidays and because not enough time has passed for any accounts to reach the end of their renewal period. A motion to approve revenue side of the budget was made by Jim Elder, seconded by Jean Wilmot, and approved by all. The motion was approved. DS JCh JB JCo NDT RD YD JE CH RL NM RT AV JW Votes: y - y y - - y y y y y - y y EXECUTIVE DIRECTOR'S REPORT Lisa Donnelly, Executive Director, presented highlights from her monthly report. The account renewal process is proceeding well and with response rates as expected, but with some backlog in the office due to the disruption of the Christmas holidays. Special crews will be organized to clear the backlog. Planning is underway for the NCF Birthday party on Feb 5. The Internet Sampler lines, offering full PPP access to the internet, are up and running, with a 1/2 hour session limit to promote sharing. Initial response is good. With services in place such as PPP-based email, Lisa now plans to focus on getting the word out, using mechanisms such as public help sessions, press releases, postings in newsgroup, and promotion at the Birthday Party. Jim Elder presented information about modem utilitization. Graphs of utilitization over time for the three main modem banks show that modems are generally at or near saturation during most of the peak period, with the exception of the Express modems, which are generally not saturated in mornings. Natalie Munro presented a summary of recent work handled by the Complaint Resolution Committee. Most complaints relate to IRC and those are generally complaints about name-calling and abusive language. Lisa Donnelly refers the board to the AGM planning report prepared by herself and Andre Ouellette. Material to advise prospective board candidates will be updated. This year, as suggested by many members at previous AGMs, candidates will be asked to provide standard-form material (max-400-word statement, and max-30-word answers to three standard questions), to help members compare candidates. This is optional and in addition to any other material a candidate may wish to provide to members. (A 'nod' to the Mountain Equipment Co-op AGM material for some excellent ideas!) The 'how to' area of the AGM menu will be reviewed and updated ASAP. OLD BUSINESS 1. Motion to reduce the size of the Board to 11 members from 15 Moved by Jean Wilmot, seconded by Andre Vellino, that the National Capital FreeNet reduce the size of its board of directors from 15 members to 11 members. In discussion, the motion was recommended by Lisa Donnelly based on the experience of other not-for-profit organizations: a board of 11 members would be more effective and require less support from the Executive Director. It was also mentioned that a director is a committed volunteer and thus reducing the board also reduces the number of such volunteers. Moved that the National Capital FreeNet reduce the size of its board of directors from 15 members to 11 members. DS JCh JB JCo NDT RD YD JE CH RL NM RT AV JW Votes: y - y n y - y y y y y - y y The motion passes. Thus there will be three director positions to be filled by election at the 1997 AGM, each for the normal three year term. 1997: 14 directors going into AGM (one position vacant) 6 term expires (Chahal, Dickson, Last, Taylor, Vellino, Wilmot) 3 to be elected to 3-year terms, for 11 directors after AGM 2. Clarification of the Commercial Use Clause of the Acceptable Use Policy Moved by Julie Chahal, seconded by Yvonne Dionne, that the second guideline of the Acceptable Use Policy be replaced to clarify business use of NCF (see background information). DS 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 The motion passes. 3. Submitting the NCF Mission Statement for vote by members at the AGM At the December meeting of the Board, Julie Chahal moved, seconded by Richard Taylor, that NCF submit the NCF mission statement for approval by the membership at the next AGM; discussion was deferred at that meeting. Some discussion. It was mentioned that a vote would have benefits including making members more aware of the NCF mission; other members felt that such communication could be better accomplished other ways. Some members wondered how a positive or negative vote could be interpreted; would a negative vote mean a disagreement with the wording, a clause, the whole thing, or what? It was opined that the mission statement ought to be in the bylaws; that the mission defines the organization and then attracts members interested in that mission. Moved by Julie Chahal, seconded by Richard Taylor (previous meeting) that the NCF mission statement be submitted for vote at the next AGM: DS JCh JB JCo NDT RD YD JE CH RL NM RT AV JW Votes: n - n y n - n n n y n - n n The motion does not pass. NEW BUSINESS 1. Tabling improvements of the Bylaws 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 and intent. Believing that it would be ineffective for the Board as a whole to work through the details of the Bylaws, it was decided that an ad-hoc committee be struck to review the bylaws and recommend improved bylaws to the Board within six months. Nadia Diakun-Thibault will chair the committee, with Andre Vellino and Lisa Donnelly as committee members. 2. Administrative issues Jim Elder (Secretary) asked if board members were comfortable with making hard-copies of meeting materials themselves or whether the Board would prefer some arrangement for materials to be provided. Board members were comfortable continue to make their own arrangements. There was discussion of reviving the rotating schedule of directors to participate in the "Speakers' Corner" newsgroup of the 'go board' menu, to summarize discussion for the board, and to provide information to participants (there is much misinformation posted and the tone in the newsgroup is poor). Jim Elder offered to establish and circulate a schedule by email. NEXT MEETING The next meeting will be Tuesday, February 18, 1997 at 7pm at the Old Forge community center at Carling Ave and Richmond Rd, Ottawa. IN CAMERA The Board entered an in camera session to discuss matters of personnel. ADJOURNMENT There being no further business the meeting then ended.