Minutes of a Meeting of the Board of Directors of the National Capital FreeNet held on Tuesday April 20th, 1999, at 7:00 pm at the RMOC - Honeywell Room 111 Lisgar St. PRESENT: Sandy Campbell dt820 SC Jessica Cohen Secretary aa724 JC Miranda Gray ak717 MG Pippa Lawson au771 PL Michael Mason 1st Vice - President an956 MM Dave Sutherland President aa001 DS Jean Wilmot aa145 JWi Jim Wright ah311 JWr REGRETS: Jeff Bossert 2nd Vice - President & Treasurer au025 JB Natalie Munro aa966 NM Andrew Nellis bs904 AN STAFF PRESENT: Christopher Cope Executive Director bz787 Sheila Alder Administrative Coordinator bw306 Andre Dalle System Administrator al178 GUESTS: Andre Ouellette bf766 Minute Taker: Joan Robertson cw055 1. INTRODUCTIONS The meeting was called to order at 7:05 pm with Dave Sutherland as Chair and Jessica Cohen as Secretary. 2. APPROVAL OF THE MINUTES MOVED by Pippa Lawson, SECONDED by Jim Wright that the minutes of the previous meeting be approved. MOTION CARRIED. IN FAVOUR: SC JC MG PL MM JWi JWr ABSTAINED: DS 3. REVIEW OF THE AGENDA Michael Mason spoke for item 4a) Review of the Renewal Letter. Item 4b) HRDC Proposal was spoken to in the 5b) Executive Director's report. Jean Wilmot spoke for item 5a) Treasurer's Report. Item 6c) upcoming Executive Director evaluation was added. (Michael Mason) Item 6d) upcoming election of Officers was added. (Miranda Gray) 4. OLD BUSINESS 4a) Review of the Renewal Letter (Michael Mason) Dave limited this to a short discussion if we wanted to vote on a letter tonight, if closure could not be reached, we would send the letters back to the committee for further work. Michael raised the question of whether we should be reviewing the letter at all as a matter of process; in our November 1998 meeting the Board approved a letter which would mention the options of either donating money or volunteering. Would changing the letter being going back on the previous motion? As the previous motion included the clause "subject to review by the Board" the general consensus was that this review was precisely that, and that in terms of process this review was appropriate. Jessica moved that we accept letter #1 as our new renewal letter. Pippa seconded this motion. Sandy stated that the faithful will renew , and that we must do marketing, we need new members, we need philosophical content, but emphasize marketing. Jim asked why we were presented with two letters. Sandy replied that the drafts the committee worked on did not gel, Jeff wrote a draft and Sandy wrote a draft. Miranda felt that letter #1 was ok, and that we would have a credibility problem if we didn't choose to make a change. Dave asked if it was possible to implement several letters to gauge the effectiveness of each one. The answer was no, the renewal letter system is too complex to implement multiple letters. Chris raised concerns about the use "free" in the letter, and noted that the rate of renewal with donations was going down, sitting at 71% last month , and about 68% in this month to date. Andre Ouellette suggested that the clause "free of charge" could be removed from the letter without changing the intent. Jessica moved, and Pippa seconded that the clause "you may use our service, free of charge" be changed to read "you may still use our service" as a friendly amendment. There was still some discussion on whether letter #1 was the appropriate choice, and whether we should change the letter at all. To move the meeting along, the Chair decided to call the vote, with the understanding that if the motion to adopt letter #1 failed , the letters would be sent back to the drafting committee to incorporate the Board comments and present next month. MOVED by Jessica Cohen, SECONDED by Pippa Lawson that NCF adopt the letter draft #1 presented to the Board , as amended, to become the new renewal letter. MOTION CARRIED. IN FAVOUR: JC MG PL JWr AGAINST: SC MM JWi ABSTAINED: DS 5. REPORTS 5a) Treasurer's Report (Jean Wilmot) Jean Wilmot presented the Treasurer's report. Donations from members are close to budget - the number of donations is lower, but the average donation is higher. Expenses are close to budget. Deferred contributions , and depreciation are both higher than budget, this reflects the donations of the ultrasparc and thin client software which are not reflected in the budget. On the balance sheet, other current assets reflect accounts receivable from the CAP and VolNet contracts. This will not translate exactly into net revenue as there are also unincurred expenses involved with these items. Accounts payable was higher than budget, as the budget for accrued liabilities assumed Carleton would invoice every six months. Overall change in financial position is net increase of $14000 in cash, this is part of the budget plan. 5b) Executive Director's Report (Chris Cope) Administration and Funding: Number of new accounts includes 200 accounts setup for VolNet recipients, to match up with the Industry Canada fiscal year. Actual number of new accounts this month is 213 (29% below budget), average donation from these accounts is higher than budget, for $2875 overall (4% below budget). Renewal numbers are close to budget, number of renewals including a donation has dropped to 71.1% ,but the average donation included is higher. Archiving was reinstated recently, there was some speculation that some of these renewals may be coming from people in hibernation mode who are less likely to donate. Number of active members now stands at 14317 not including the 200 VolNet accounts. Miranda asked about the number of people connecting from the libraries, as there have been some noted lag problems on these logins, Chris will try to get this information for next month. Modem Availability: Jim Elder has modified the software for testing modems to provide statistics on connections. About 25% of the connection failures on the Mitel lines are failures to get a login prompt. Chris will be meeting with the RMOC to sign a letter of intent to provide an extended access site of 16 lines. Projects: CAP: CAP roll-out strategy was delivered to Industry Canada, has been well received. Tentative plans are in the works amongst various representatives in Ottawa to form a CAP steering committee in the National Capital Region. There may be a role for NCF to be involved with this, more information should be available in the next few months. VolNet: The assessment phase is underway, enumerating and contacting potential recipients. Most of this work is being coordinated by the Volunteer Centre of Ottawa-Carleton. The project coordinator is Lyn Shouldice. Miranda asked whose letterhead appears on the letters being sent out to potential recipients. The letterhead is a design that combines the VCOC and NCF logos, designed to use with this project. HRDC Student Employment Program - CapitalFind: Our proposal has been submitted to HRDC to fund wages for 10 students to work on CapitalFind this summer. Discussions with the Carleton Alumni Development Group are ongoing to discuss the use of one of their telemarketing rooms for our students. The room has 10 telephones and 10 computers and would be perfect for our needs. Jim asked if we can also have the students work on a user-survey. The answer was no; the proposal sent to the HRDC is quite specifically to work on CapitalFind, and a user survey would be outside it's scope. HRDC - (Office of Learning Technology): We submitted a proposal to implement and operate a Thin client service. Our proposal has been approved. Miranda asked if the proposal was available online; Chris answered that the proposal that was submitted was essentially the same as the draft presented to the Board last month. Sandy asked what will happen when our request for funding is given the green light and we move into the Developmental Phase. Once we sign the contract with HRDC, we will have six months to form a business plan, this development will be funded by HRDC to $24,500. There was some discussion on how we would proceed from there, and whether we want to make a request for proposals to create this business plan, or whether we want to negotiate with a specific company to prepare the business plan. Comgate Engineering is willing to develop this, and is already familiar with the background work in the proposal. Pippa moved that we go ahead and negotiate with Comgate to work on the proposal. Miranda stated that she did not want a closed bid process and indicated her intention to vote against the motion, as did Jim. Miranda asked that we get a technical impact statement from our technical staff or volunteers. It was observed that finding this out should be part of the development phase anyways. MOVED by Pippa Lawson, SECONDED by Michael Mason that we empower Chris Cope to negotiate with Comgate Engineering on behalf of NCF, the HRDC feasibility study, with the expectation that NCF's cost will be more than covered under the contract. MOTION CARRIED. IN FAVOUR: SC PP MM JWi AGAINST: MG JWr ABSTAINED: JC DS SSHRC Research Project: This is a longterm study. Inasmuch as NCF will benefit from the information derived from it, Chris has offered NCF's cooperation to Professors Shade and Clement. It was noted that this study would address some of the questions Jim has raised as a possible telephone survey focus. Pippa observed that we should be careful with how much staff time we offer, as cost-recovery will be offered for out-of-pocket expenses only. She suggested that we pursue cost-recovery for sysadmin time needed. System Administration: The annex4000 is installed successfully with 28800 modems running on it. Even the supras which we had problems with before are running reliably on the new annex. Miranda asked for an update on all our hardware, Chris replied that this will be done when Andre can be spared to write it. Carleton's pipe is still saturated, improvement is expected to happen in the near future. Jim asked for a Y2K update. Barry Alder has installed Solaris on his personal machine, and is testing FreePort on it to review the software for Y2K compliance. Public Relations: Monitor has a new website, Monitor Today. NCF is on the main entry page, there is a space for FreeNet Views, with an article written by Chris. Flyers: Flyer distribution is on hold until technical issues with the modems are resolved, Chris thinks we can go ahead with them this month. Flyers will be test-marketed with auto-install software distributed to area computer stores. 5c) Post - AGM Report (Michael Mason) Michael distributed copies of a paper report . Voter turnout was lower than in previous years. The newsgroups and menus have been closed and archived. Thanks to the many people who helped make the AGM run smoothly - Andre Dalle, Jim Elder, Don McCallum, John Stewart, Jessica Cohen, Jean Wilmot, and of course Michael Mason. Miranda asked about the impact of PPP users on the AGM. PPP users were informed of the AGM, everyone received an email notice, and the AGM was linked to the main NCF page. Jessica asked about developing AGM software that can be run off the web for next year, so that PPP users wouldn't need to make a text connection to be able to vote. Chris answered that he has already been looking into this, it will require some Oracle development, as running the vote software on the web will require a database.. Andre may take some training modules from Oracle and then will be able to build this. Michael announced that for next year we will need a new AGM Chair and returning officer, as his term will be up. Dave suggested that Michael write-up a task description list of what being AGM Chair involves, so people can decide if they wish to volunteer for this. We will discuss AGM planning , and choose an AGM Chair at the July Board Meeting for the 2000 AGM. 6. NEW BUSINESS 6a) Board Planning (Miranda Gray) Miranda expressed concern with how we do planning, she would like to see us form a vision/ideas committee that would look at long-term (18 mos. 2-years down the road) planning. If the overall support for the idea was there, she will draft a more specific suggestion as to how and who this committee should be formed at the next Board meeting. Sandy liked the idea in principle, but thought that we should discuss this at the Board meetings, rather than forming a committee for this. Miranda replied that this sort of long-term planning is not currently happening informally, and that we need to actually have a plan to discuss this. Jessica suggested that we should either form a vision/ideas committee as Miranda suggests, or devote specific meetings of the Board to be a committee of the whole meeting to discuss long-term planning, say if we devote every 3rd or 4th meeting where we will just discuss planning and not spend a large chunk of our agenda on operational matters. Miranda observed that it takes time in face to face meetings for a ideas committee to work, does not think that the Board Meeting format is the right format. Committee of the whole outside of Board meetings may be workable. Her preference would be to setup a committee with no more than four Board members, including the ED, a member of the finance and other standing committees, and some non-Board members, involved with NCF volunteering. Pippa asked what the product of this committee would be, i.e. What would we being trying to accomplish, Miranda answered that the committee would look at topics such as who our members will be 2 years from now, who we are, and where we are going. It is hard to discuss these at Board meetings since we spend time discussing what our current and short-term (6 month) projects are at the meetings. Dave observed that the previous planning committee cycle had been imperfect, had left some Board members feeling out of the loop. He suggested that Miranda organize a task force to come up with discussion items such as the above, which we would discuss in full Board meetings. Miranda stated that she would like to see more planning going into Board meetings, that we are reacting to things such as government grants rather than proactively planning, and that items often seem to fall by the wayside. It was felt by several people that it would be better if we can discuss more online and spend less time discussing operational issues such as the Executive Director's report at the meetings, this would provide some improvement. 6b) Funding and Projects (Pippa Lawson) Projects that NCF is currently involved with were covered in the Executive Director's report. Pippa stated that right now there is alot of government funding available, and we should take advantage of funding opportunities, there may be funding available for volunteer work we are already doing. There were many concerns raised with pursuing grant opportunities: the need to make sure we do not start relying on grant money, making sure that projects undertaken will achieve closure within the tine they are funded or will be sustainable if they are open-ended projects, and the need to not take on too many projects at once. It was observed that even fully funded projects still take staff and volunteer time, and we should be concentrating on our members first, and we should account for this time when factoring the costs for undertaking a given project. General consensus was that the projects we are currently undertaking fit quite well with our mission statement and will serve our members, but we should be cautious in getting into new projects. There are may be more projects that aligning with our objectives than is feasible to take on, and we should have the discipline to look carefully at potential opportunities and decline them if they will divert our focus . 6c) Executive Director Evaluation Process (Michael Mason) Michael explained that the ED evaluation was due in June, he suggested that it be moved to May when Chris's contract comes up for renewal. In previous years, the evaluation has been done by the Board as a whole at the meeting. Michael suggested that we have a few Board members prepare a written report, to be presented at an in-camera session at the May meeting. Jean observed that this type of procedure , along with setting performance objectives was part of the duties of a human resources committee, and that we haven't set out performance objectives in the same way, and it was something we should start doing. MOVED by Sandy Campbell, SECONDED by Pippa Lawson that Jean Wilmot and Michael Mason form an adhoc committee which will include 3 Board members. This committee will perform a staff evaluation of Chris Cope , and bring recommendations for future evaluations to the May Board meeting. MOTION CARRIED. All in favour. 6d) Upcoming Election of Officers (Miranda Gray) Miranda reminded us that our Officers are up for election at the next Board meeting, and asked Dave to explain the role of the officers for the benefit of the new Board members. The NCF by-laws require certain positions: President, 1st Vice President, 2nd Vice President, Treasurer, and Secretary. These positions are filled for two-year terms, elected by Board members. An officer does not have to be a Board member, and up to two of the officer positions can be held by one person. Our current officers are: President: Dave Sutherland 1st Vice-President: Michael Mason 2nd Vice-President: Jeff Bossert Treasurer: Jeff Bossert Secretary: Jessica Cohen The President is also the Chair. 7. DATE OF NEXT MEETING Tuesday May 18, 1999 7:00 pm Olde Forge Community Resource Centre 2730 Carling Ave. 8. ADJOURNMENT As there was no further business to discuss, MOVED BY Jessica Cohen, SECONDED by Jean Wilmot that we adjourn at 9:50 pm. MOTION CARRIED (all in favour).