Minutes of the National Capital FreeNet Board Meeting June 17, 1997 - 7:00pm Held in the Honeywell Room, RMOC Headquarters PRESENT: Jeff Bossert, Treasurer, au025 JB Jessica Cohen, aa724 JC Jim Elder, aa456 JE Chris Hawley, ah654 CH Michael Mason, Secretary, an956 MM Natalie Munro, aa966 NM Dave Sutherland, President/Chairman, aa001 DS Andre Vellino, Vice President, an386 AV Jean Wilmot, aa145 JW ABSENT: Nadia Diakun-Thibault, ab341 NCF STAFF PRESENT: Christopher Cope, Executive Director, bz787 Lisa Donnelly, Outgoing Executive Director, am412 Sheila Alder, Administrative Coordinator, bw306 NCF MEMBERS PRESENT: Pat Drummond, aa995 E. O'Driscoll, Minute Taker, af995 1. INTRODUCTIONS ~~~~~~~~~~~~~~~~ Dave Sutherland took the chair and Michael Mason 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. 2. MINUTES OF THE PREVIOUS MEETING ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ The Chairman tabled the draft minutes of the last meeting of the Board held in May 1997, which, upon moved by Michael Mason, seconded by Natalie Munro, and carried, were approved. 3. REVIEW OF THE AGENDA ~~~~~~~~~~~~~~~~~~~~~~~ An item regarding a board vacancy was added to New Business section of the agenda. 4. SPECIAL PRESENTATION: NCF Strategic Assessment by Kate Wright and ~~~~~~~~~~~~~~~~~~~~~~~ Maria Modda from the University of Ottawa The report that was summarized and presented to the Board of Directors is attached in a separate file. 5. REPORTS ~~~~~~~~~~ a) Treasurer's Report Jeff Bossert, Treasurer, presented a summary of the month's report. The revenue fell short of projections (approximately 15%), but this was not considered a great cause of concern as the renewal period was just ending and summer holidays may be affecting members behaviour. Expenses also fell short of projections, thus the cash reserves increased by approximately $10,000. It was noted that over the next six months no significant revenue from renewals will be coming in, and that the accumulated cash reserves will gradually be reduced as the end of the year approaches. A cash balance of $40,000 is projected for the end of the year (December 1997), should expenses remain as expected. The possibility of converting a short-term surplus of cash into T Bills or a GIC to get better return on the cash on hand. It was generally agreed that this would be a good idea; it would be investigated further. b) Executive Director's Report Christopher Cope, NCF's Executive Director pointed out that the revenues from renewals, originally thought to arrive on or around members' renewal dates, actually comes in approximately one month before. Essentially, NCF is getting renewal donations an average 3 weeks after the first letter (sent one month prior to the member's renewal due date) goes out. The effect of this could be that the budget predictions for June may be $10,000 higher on the revenue side than what may actually come in. The revenue of $134.11 listed in the income statement is the benefit of having converted various countries' currencies into Canadian dollars. This wave of the membership renewal process has been completed. Visits to Key Partners by Chris, Lisa and Jeff are going well. There were two organizations that they were unable to visit, as well as Peter Clark, Chairman of Regional Council. It was suggested that approaching senior executives of companies be the better approach to get favourable results. Chris asked that Andre Vellino provide a list of Nortel contacts to follow up with. Network upgrades have been going well despite some technical difficulties that eventually get ironed out. Archival process will be completed by June 18. Netscape has made a generous offer which would allow NCF to offer several versions of auto-install dial up for both "Navigator" and "Communicator". Navigator is preferred because it is a better match for member requirements. It was suggested that Netscape Communicator requires lots of hard disk space which prompted discussion on the best format medium for delivery of software. Discussion about the upcoming Telecommunities Canada conference arose. This item has traditionally been left off the budget, subject to board approval around the time of the conference. Chris noted that this year's theme was "partnerships" which he feels it may be worth considering. The costs should be approximately $1,375.00 including transportation, meals and lodging. It was moved that the Board approve the projected expenses of $1,375.00 in order that the Executive Director attend the Telecommunities Canada Conference. Moved by Jessica Cohen, seconded by Michael Mason. CARRIED. JB JC JE CH MM NM DS NDT AV JW Votes: y y y y y y y - y y 6. OLD BUSINESS ~~~~~~~~~~~~~~~ a) Possible bylaw changes Lisa Donnelly conveyed advice received from an informed party regarding our bylaws. Essentially, the bylaws have some weaknesses and some clauses have been made somewhat awkward by the advances in online technologies that are part of NCF's business, but the bylaws are thought to be serviceable as they are and do not require urgent changes. Further, a recommendation that the NCF remain federally incorporated was made. Industry Canada is said to be conducting an update of 'boilerplate' for not-for-profits and perhaps NCF can benefit from this. The general consensus was that updating the bylaws is desirable but nothing should be done if they cause no problems. 7. NEW BUSINESS ~~~~~~~~~~~~~~~ a) Use of NCF by Prospective Members - draft policy (J. Elder) The draft policy was read by Jim Elder (see attached; in essence, the policy outlines desirable characteristics of a mechanism that would allow prospective members to evaluate NCF before registering and provides a means for them to provide registration information while online). A question arose about the need for the policy. Lisa replied that there was a policy gap with respect to the use of NCF by prospective members and that she had asked for this policy clarification. There was concern that perhaps the policy left too much lattitude to staff; it was not clear how the policy would be implemented. The difference between "hands on" and "policy oriented" approaches were discussed. It was noted that many online organizations offer "guided tours" of sites and that services are often limited until prospective members register. Evaluations are meant to be a 'taste', not a 'meal' (full access would greatly reduce the incentive to register). Further discussion related to use of the NNTP server by prospective members and it was suggested that access to all newsgroups was being used by some people not as a method to evaluate NCF but rather as a method to anonymously extract content from NCF in a way that would not be permitted by members under the NCF membership agreement. The new policy gives the Executive Director more flexibility to handle this problem. Moved by Jim Elder and seconded by Jeff Bossert that the policy (unamended) be approved in principle. JB JC JE CH MM NM DS NDT AV JW Votes: y n y y y n y - y y b) NCF Project Review The document presented to the board by Christopher Cope was outlined. c) Vacancy on the Board of Directors Yvonne Dionne had sent a letter of resignation to members of the Board earlier in the month, creating a vacancy. Also, due to having missed 4 consecutive meetings over a 4 month period, Nadia Diakun-Thibault's seat on the board was automatically vacated, due to a section of NCF's bylaws. Other discussion about from what pool of skills and abilities possible appointees would come. It was suggested that someone with marketing skills or public relations skills be considered, but it was also noted that highly-ranked officials from major corporations may be a poor choice simply due to the fact they may not be able to attend board meetings. The possibility of appointing runners-up from the 1997 AGM was examined. Jean Wilmot volunteered to compile a list of skills that would be useful additions to be presented to the board at the next meeting. d) Changes with the Bank Lisa noted that due to the change of the Executive Director the following change needs to be made to the banking resolution: Be it resolved that an account of the National Capital FreeNet shall be kept at the Bank of Nova Scotia and that any two of the following persons are hereby authorized on behalf of the Company to act as signing authorities: President, Vice President, Treasurer and Executive Director (non-officer). Moved by Jeff Bossert, seconded by Jean Wilmot that this resolution be approved. CARRIED. JB JC JE CH MM NM DS AV JW Votes: y y y y y y y y y 8. DATE OF NEXT MEETING ~~~~~~~~~~~~~~~~~~~~~~~ The next meeting will be held on Tuesday, July 15 at 7:00pm at the St. Laurent Branch of the Ottawa Public Library, 515 Cote Street, Ottawa. 9. ADJOURNMENT ~~~~~~~~~~~~~~ The meeting was adjourned at 9:45pm. -- Michael "BullDog" Mason *|* Secretary, NCF Board of Directors xx956@freenet.carleton.ca *|* Volunteer Coordinator of Recognition *|* NCF SIG Administrator *|* Funding Team Member