Minutes of the National Capital FreeNet Board Meeting February 17, 1998 - 7:00pm Held at the Ottawa Public Library, St. Laurent Branch 515 Cote Street, Ottawa PRESENT: Natalie Munro, aa966 NM Colin Cantlie, ae866 CC Dave Sutherland, President/Chairman, aa001 DS Jessica Cohen, aa724 JC Chris Hawley, ah654 CH Jim Elder, aa456 JE Michael Mason, Secretary, an956 MM Jean Wilmot, aa145 JW Jeff Bossert, Treasurer, au025 JB REGRETS: Andre Vellino, Vice President, an386 AV NCF STAFF PRESENT: Christopher Cope, Executive Director, bz787 Sheila Alder, Office Manager, xx001 Yannick Gravel, System Administrator, xx136 GUESTS: Robert Blane, dk565 Miranda Gray, ak717 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 January 1998, which, upon motion made by Jean Wilmot, seconded by Jessica Cohen, and carried, were approved. Dave Sutherland and Chris Hawley abstained from voting. 3. REVIEW OF THE AGENDA FOR THIS MEETING Items for the Extended Access project, Key Partner Program were added under Old Business and the Annual Audit was added under New Business. 4. OLD BUSINESS a) Electronic Document Format Jeff Bossert proposed that HTML be adopted as the preferred format for NCF and that existing documents be converted from their current format under the FreePort interface. Jeff also noted that it was previously suggested by Colin Cantlie that some feedback be obtained from members by asking for comments. The implications of moving to HTML were questioned. Chris Cope suggested that the Board could put this forward as a procedural instruction rather than a policy. It would thus become the recommended format without making it mandatory. Jim Elder offered that the PPP usage is not as high as might be expected and that fact should be considered. It was noted that many people are still working with Windows 3.1x and older equipment, where the setup for PPP is more complicated and this may be one reason for the fact that many members are still using the text interface. Some discussion on how to approach this issue - auto install diskettes would facilitate the move to PPP. It was noted that HTML is accessible by text browsers. Text browsers for the blind are not very useful. It was agreed that the change to mostly HTML is a part of the process which will be part of the FreeNet Next Generation and this recommendation is to be directed to staff to incorporate as a part of this process, rather than a Board policy. b) Key Partner Affinity Program Jeff Bossert outlined the benefits involved to both NCF and its partners. What Key Partners receive in return for $5,000 was questioned. Jeff responded that they receive recognition, but that they should receive more. After brief discussion regarding the possibility of NCF members being offered deals from said Partners it was agreed that this program could proceed with the proviso that Jeff further refine the plan and develop a sample for review by the board. Moved by Jeff Bossert and seconded by Michael Mason that the Key Partner Affinity Program be approved in principle as drafted with final implementation to be discussed at a future meeting. JE MM CC NM AV JW JC DS JB CH ====================================== abs y y y -- y n y y y CARRIED. c) Crime Prevention Council News Item Jim Elder shared a news clipping regarding a partnership between the Crime Prevention Council and Intranet Technologies, as an example of a community group using network technologies to deliver their services cooperatively. 5. REPORTS a) Treasurer's Report Jeff Bossert noted that the Audited Financial Statement (KPMG) has arrived and it is clean. Various highlights: The NCF's funding is coming almost entirely from donors. Revenues and expenses are almost identical, leaving NCF in a sustainable position. Last year, expenses at this point were higher, so it is evident that the operation of NCF has been and still is streamlining. This was achieved mostly by cost control. Also, NCF began 1997 in a better cash position than in 1996. It was asked if it matters that the equipment is aging. The answer was yes, but we have been fortunate that the equipment has continued to operate without major problems. We are, however, continuing to use and maintain existing equipment. There was some discussion on the ways financial records are kept with respect to aging equipment. Many thanks to all who helped with the audit this year. Some discussion on the "Year 2000" compliance issues that the auditors brought up. Sheila noted that there was a problem with credit card numbers ending in '00' not being accepted by software, but Ian Allen wrote a patch to take care of this. Monthly financial statements: The ice storm had an effect on donations in January, but despite this the accounts are in reasonable shape. Total revenue exceeds total expenses, as planned, since renewal revenue is concentrated in the early part of the year. It was noted that the readability of the statements via the text interface can be somewhat difficult. Jeff responded that he hopes to soon make the statements available in HTML. Jean Wilmot noted that the total donations are down somewhat and the average donation is down as well. Jeff Bossert reminded everyone that the budget was predicated on moderate growth in membership and donation levels. Chris Cope noted that for the first two weeks of February, the numbers are better, i.e. slightly higher but not quite at forecasted levels. Finally Jeff noted that the cash balance is now $39,000 while the budget predicted $37,000. This is accounted for by the fact that NCF started the year with more actual cash than the 1998 budget had anticipated. b) Executive Director's Report As mentioned before, registrations and average donations for new registrants are down, by almost 50%. The Birthday party was successful and should result in some new members but more work is required in the area of recruitment. Renewals are going along OK, but once again, average donations are lower. There is a slight increase in PPP usage, but Yannick will need some help in tracking the PPP sessions, particularly the sessions on the Mitel lines and getting some more detailed stats to aid decision making. Sheila noted that with the PPP connection it is impossible to check last login dates and this information is important where suspension of account issues are involved. The Mitel connection accounts for about 4 or 5 connections at night. On the weekends about 8 or 9 connections. In other words, it is not being used very much at this point. Sponsorship: The number of IPs is approximately 100. Chris noted that this number includes NCF menus such as Renewal etc. and includes only about 100 "true" IPs. He suggested that the Board consider this when reading this statistic each month as he doesn't think it would be useful to spend more time each month doing a detailed monthly analysis of IP activity, unless there is a tool to make the process easier. Chris asked for feedback from the group about the issue. Some discussion on how to classify and sort out the IP information managers and their activity online. It was suggested that NCF should know what information is not being updated to avoid possible stale info being left in place. Some discussion on a Toronto company (Web Networks) that offers not-for-profit agencies web page management and help with their web presence, maintenance, facilitation, etc. It was noted that NCF might be able to do a similar thing if it were marketed more aggressively. Some discussion on NCF options regarding information maintenance. Chris Cope suggested that NCF might explore the issue further and perhaps look into facilitating web page construction and maintenance noting that for more complicated tasks we could point the member to a third party (for a fee). Chris Cope indicated that we are running into the problem of new IPs who don't have any information technology background and need a lot of help getting their page up etc. It was suggested that at the next meeting Chris put forward a proposal on how to increase the size of the membership and IPs. The 1998 Birthday Party was a success with many people attending and with us having gained more exposure via the media. 6. NEW BUSINESS a) 1998 Annual General Meeting - Monthly Report Michael Mason reported that nominations are closed and the candidates are as follows: Robert Blane Jessica Cohen Miranda Gray Andrew Nellis John Stewart Dave Sutherland The menus have all been created, although not all menu items may not be active yet. The chairman of the AGM is Michael Mason now, taking over from Andre Vellino. Newsgroup use for the AGM has been reviewed and it was decided that not as many would be necessary, thus reducing potential for confusion and having too many groups for members to read. Miranda Gray asked about notification/reminders to membership about the AGM. Some discussion on notification. It was generally agreed to send one e-mail to each active member to remind them to vote and include a couple brief operational information items in the same message. The "vote banner" upon login will also be activated once the AGM starts. b) 1998 Annual General Meeting - Motions [Entire motions can be read in the 1998 AGM Information menus] Motion A - Remunerations of Agents, Contractors and Employees Moved by Jeff Bossert Seconded by Jean Wilmot Comments by Jeff included and the Board's recommendation would be included on the ballot in 1998 as it did in 1997. Motion B - Appointment of Auditors Moved by Jeff Bossert Seconded by Jean Wilmot Comments and recommendation would be included on the ballot in 1998 as it did in 1997. Motion C - Rules and Regulations Moved by Dave Sutherland Seconded by Natalie Munro Comments and recommendation would be included on the ballot in 1998 as it did in 1997. It was moved by Jim Elder and seconded by Chris Hawley that the Board of Directors accept the Audited Financial statements as presented by KPMG. The motion was carried unanimously. Motions from the Floor All motions submitted from the floor were proposed changes to NCF's bylaws. Dave Sutherland suggested the Board decide if they are going to consider changes to the Bylaws due to various reasons: much time would be necessary to discuss the proposed changes, legal and financial ramifications related to making the changes once they are made. It was noted that these same motions were brought forward last year but were deferred to a bylaw review task force that later dissolved. Various possible options were discussed and considered. Chris Hawley moved that motions from the floor related to Bylaw amendments be retained for consideration next time the Bylaws are being reviewed. Jim Elder seconded the motion. JE MM CC NM AV JW JC DS JB CH ====================================== y n n n -- y n y y y CARRIED. c) 1998 Annual General Meeting - Order of Candidates on Voting Ballot A draw for the order of appearance on the voting ballot was made by the Board. 1. Andrew Nellis 2. Miranda Gray 3. Dave Sutherland 4. John Stewart 5. Robert Blane 6. Jessica Cohen d) Board of Directors Meeting Start Time Change Due to a variety of reasons Michael Mason proposed that the start time of future board meetings should be moved from 7:00pm to 7:30pm. Michael also reiterated the importance of Directors attending meetings of the Board, and to inform either the Secretary or the whole board if and when he/she will be unable to attend a meeting. It was decided that the March meeting would begin at 7:30pm but final approval of this change would be made by the new board which will be elected in the AGM. 7. DATE OF NEXT MEETING The next meeting will be held on Tuesday, March 17th at 7:30pm at Regional Headquarters on 111 Lisgar Street. Meeting room has yet to be determined. 8. ADJOURNMENT There being no futher business, the meeting adjourned.