Minutes of a Meeting of the Board of Directors of the National Capital FreeNet held on November 16, 1999 , at 7:00 p.m. at the RMOC - Honeywell Room 111 Lisgar St. PRESENT: Jeff Bossert Treasurer au025 JB Sandy Campbell dt820 SC Jessica Cohen Secretary aa724 JC Miranda Gray ak717 MG Pippa Lawson au771 PL Michael Mason 1st Vice - President an956 MM Andrew Nellis bs904 AN Jean Wilmot aa145 JWi REGRETS: Natalie Munro 2nd Vice - President aa966 NM Dave Sutherland President aa001 DS Jim Wright ah311 JWr STAFF PRESENT: Christopher Cope Executive Director bz787 Andre Dalle System Administrator al178 Minute - Taker: Jessica Cohen aa724 1. INTRODUCTIONS The meeting was called to order at 7:10 p.m., with Michael Mason acting as Chair, and Jessica Cohen as Secretary. 2. VOLUNTEER OF THE MONTH AND YEAR PRESENTATION The names of the Volunteers of the Month for 1999 were announced with certificates being presented for each one: January: Sandy Shaw February: Rene Dalle March: Nicole Soucy April: Jim Elder May: Chris Hawley June: Leigh Craig-Browne July: Dale Sinclair August: Cecil Turcotte September: Marilyn Wright October: Harvest Ride Volunteers November: Emery J. Szalay December: Michael DiCola The 1999 Volunteer of the Year is Sandy Shaw. 3. APPROVAL OF THE MINUTES MOVED by Jean Wilmot, SECONDED by Andrew Nellis that the minutes of the previous meeting be approved, as amended. MOTION CARRIED. IN FAVOUR: JB SC JC MG MM AN JWi ABSTAINED: PL 4. REVIEW OF THE AGENDA Item 2. Volunteer of the Month and Year Presentation was held at the end of the meeting. Item 8b) CRC discussion was spoken to by Pippa Lawson. Item 8c) Creation of new position, Chairman Emeritus (Sandy C.) was added. Item 8d) Election of a new Chair was added. Item 8e) Advent of the Free ISP (Sandy Campbell) was added. Item 8f) Smart Communities (Jeff Bossert) was added. 5. PROGRESS REPORTS 5a) Proposed NCF Survey (Jean Wilmot) Jean had circulated a draft survey to the Board via email. Survey included: - What people like about NCF - What we need to improve - Questions about sustainability, support for fees and support for advertising - last question about promoting NCF. Sandy wanted to know about NCF usage, Jean replied that we already have system stats on that. Chris suggested demographics tied to usage, Jean asked what we would do with this information if we had it? Nice to say oh that's interesting at the results, but if survey going to be useful the results should have a specific use. Miranda suggested having a question on what services people think we have, i.e. making a list and having people check off all the services that they think we offer (could include one or two choices that we don't offer), which would give an idea of how well known certain services are. Example, many Freeport users do not know that they can connect via PPP. Sandy suggested a question on how people connect to NCF a) text b) graphical c) both. Miranda added to this d) unsure. Another suggested question was the what in your view would be a fair membership fee (to relate to the question of support for switching to a fee structure). With specific amount options. Michael asked when Jean thought we should do the survey, she replied end of January. ACTION: Jean will revise the survey considering suggestions made. MOVED by Miranda Gray, SECONDED by Sandy Campbell that we empower Jean and Chris to go ahead and do the survey in January. MOTION CARRIED, all in favour. 6. OLD BUSINESS 6a) Budget (Jeff Bossert) Jeff distributed copies and went over the final budget overview. The key assumptions were outlined: 1. Probability of renewal by members, based on number of years as a member: 1 year - 24% , 2 years 45% , 3 years 49% , 4 years 51% 5 years 57% 6 years 65%. The average assumed donation for all members (new or renewing) is 30%. Probability of donation assumed to be 85%. Revenue from renewals weighted more heavily in first half of year. 2. Three full-time staff members (executive director, system administrator, office administrator) 3. No change to telecommunications planned, though opportunity for 2nd extended access site at RMOC likely. 4. Community Networks projects. - thin client service , volnet, webmail. Webmail is assumed only to reach the business plan development stage. VolNet continuing until April 2000. The budget warning signs were outlined: 1. Continued decline in membership projected , need to ensure that services provided are consistent with what members want, survey discussed above should provide good feedback. 2. We continue to depreciate system equipment with very little renewal, must ensure that hardware is maintained or renewed. Jeff went over the statement of revenue, balance sheet, budget of projects, and capital acquisitions (only minor changes from last months draft) There was a question about the optimistic versus pessimistic assumptions for projects, answers, the community networking projects is budgeted conservatively, extended access II possibilities are not reflected in the budget. Miranda asked about the number of members assumed, budget assumes 6000 members at the end of the period. Thin client projects assumes quarterly revenue in advance of expenses. Miranda asked are we in trouble if payment is in arrears instead, Jeff replied no , we will pay contractors when we are paid. MOVED by Pippa Lawson , SECONDED by Jean Wilmot to approve the 2000 budget. MOTION CARRIED, all in favour. 6b) Review of Renewal Letter (Chris Cope) Chris distributed copies of the present and proposed renewal letters. The proposed renewal letter was drafted by Jeff and Chris. Jessica asked if the impact of changing the suggested donation to $48 in October was noticeable. Chris replied hat yes, our average donation has gone back up towards $30, as it was in the beginning of the year. Miranda asked about volunteers being referred to the office rather than the volunteer coordination email. Chris replied that right now most of the volunteer coordination is being done by Sheila. Miranda requested that the last two paragraphs be swapped. She wants the "as a member" paragraph even higher, but recognized that this may not work in the flow of the letter. Chris will swap these two paragraphs. Chris observed that the phrasing "as a member" came from Sandy, and thanked him for the good phrasing. Pippa asked about the online visa, and the fax to visa. The online visa is never stored on NCF , visa information spools to a printer in Chris's office. Faxing credit card information is a standard practice for non-profit organizations, and is considered reasonably secure. There was some discussion about rephrasing the fall/winter to keep a limited time factor out of the letter. Chris will work on rephrasing this. Sandy felt that it needed to be even shorter (proposed letter is 1 page, current letter is 2 pages). Michael suggested that further comments be sent to Chris, rather than continuing the discussion on wordsmithing at the Board meeting. ACTION: Chris will send out a revised draft to the Board (including the swapped paragraphs mentioned above, and other rephrasings of items such as the Fall/Winter), and then the letter will be put in motion. 7. REPORTS 7a) Treasurer's Report (Jeff Bossert) Jeff distributed copies of and went over the Treasurer's report. Revenue from donations was $10250, expenses were $23250. Brief mention of promotional year-to-date line item included $5500 for the Harvest Ride. Sandy asked what the consultant referred to, Jeff replied that it referred to Gordon Pearson who had worked as a fundraiser for the Harvest Ride . Jeff also highlighted our cash position as being at $69000 . 7b) Executive Director's Report (Chris Cope) Chris distributed copies of the executive directors report. Survey/membership statistics: The executive director's report included demographics information on the age and gender of NCF members , based on registration information. The last significant survey of who NCF members are was the one done by Andrew Patrick and Thomas Whalen in 1994, which found that the largest demographic of NCF users were young rich males. Based on registration information, skew towards young and male is disappearing, although there is no current information on income. Chris mentioned that one of the things he would like to find out on the member survey would be age, gender, and income of NCF users. Jean observed that alot of people did not like answering income questions on surveys, Jessica suggested that instead of having people reply by writing their income, we could have a series of range categories, as often people did not mind saying they were within a specified range . Jean and Chris will consider working age,gender, income information into the member survey. Message from Mom: The "gift of membership donation" idea that Sandy suggested went out on the last message from mom, so far there were 3 people who took the suggestion, for $150. VolNet: VolNet is now being hosted on our servers, contract set at $350 a month. Thin Client: Parliamentary ways and means approved thin client , for matching funding of $260000 over three years. Donation Data: Renewals: There were 42 unarchivals (not 268) , there were 268 renewals. 72 renewals were people who were automatically renewed this month regardless of their actual renewal date. The autorenwals were people who are donating by monthly debit or visa. Miranda asked about how they Y2k transition went, and the status of the agm machine. Chris replied that news has been moved to freenet9, solaris 2.7 and the new news server are humming along, Andre is still working on moving news into a robust box, robust box not running Solaris well yet, but no doubt that it will get there. Some minor bugs with weird dates, and some utility scripts (e.g. count server software written by Jim Elder) not working under Solaris, but no major problems. 6c) AGM REPORT (Miranda Gray) The AGM is fast approaching. The following dates were set for the AGM: Motions from members are to be discussed at the meeting on the 18th of January, and due to Miranda on the 16th of January. Jessica offered to be the person to deal with motions, as she already will be preparing the standard motions for the AGM, so motions will be sent to Jessica (or the secretary, in the announcement), and Jessica will do the phone confirmations of any motions that are sent in. Miranda outlined the procedure for motions from members, those requiring bylaw changes and those not. As bylaw changes have to be approved by both the majority of the Board and the majority of the members, they go by the Board first , if they are approved they are placed on the ballot, otherwise no. Motions not requiring bylaw changes are generally sent to the AGM, they do not require a majority of approval from the Board. Jean observed that the announcement for the AGM and motion from members needs to go out soon, and Miranda agreed, and will be sending out the announcement soon. Official AGM dates: Deadline for Motions from Members: January 16th to secretary@ncf.ca Nominations open: February 8th Nominations close: February 22nd Official campaigning period: (but campaigning can be continued until the vote closes): February 22nd to February 29th Vote opens: February 29th Vote closes: March 14th at 5:00 pm 8 . NEW BUSINESS 8a) Proposed Visions Committee (Andrew Nellis) Andrew passed around his draft for the creation of a new visions committee, including the following motion: That a "Visions Committee" be struck as follows for a period of one year, after which its performance will be re-evaluated by the NCF Board. Mission: To investigate, discuss, and debate the future direction of the NCF; to investigate, discuss, and debate current NCF policy in relation to these long-term goals; to act as a think-tank for the NCF Board; and to advise the Board of the results, if any, of these activities as and if required. Membership: As required, chosen from among the NCF membership. The initial committee will consist of five members plus a committee chairman who will act as liaison with the Board. The initial candidates will be selected by the chairman, subject to Board approval. Any additional candidates will be chosen by majority vote by the Visions Committee itself, subject to approval by the Board. Responsibilities: The Visions Committee will have no official decision-making abilities, and may act only in an advisory capacity, directly to the Board. It may also be called upon by the Board to consider the long-term effects of specific policies. Andrew stated that the only drawback he could see to trying this was the loss of Andrew's time if it didn't work, plus it would have the added benefit, besides the ones outlined in his presentation of being a possible magnet for the discontents, providing them an actual forum to put up or shut up. Andrew observed that it would take several months before the committee produced anything. Sandy stated that he liked the idea and was willing to second it, and emphasized that it needs to be clear that it was unofficial. Miranda stated that the committee shouldn't be both fish and fowl; namely that if it was a committee it wasn't unofficial, and that the dynamics needed to create a forum for the lightning rods, would not be the same as what was needed from a visions committee. Sandy observed that Andrew could go ahead and form this "unofficial group" without it going through the Board, and suggested that Andrew do that, to keep it clear that this was not an official committee of the Board. Some question was raised as to how this would be different than any board member taking the time to discuss NCF issues with members over beer or coffee there wouldn't be much difference. Chris's main difficulty with the idea was he felt that the Board should determine the vision of NCF. There was some discussion on how this type of long-term planning is not adequately happening at the Board level. Chris did not think this committee was the way to do vision, Jessica observed that if we did form a Visions committee which included non-Board members, it would provide a useful recruitment tool for potential future Board candidates. Michael observed that there were several people not on the NCF Board whose feedback be valuable. Chris observed that non-Board members could still present items to the Board by having a board member bring forward the item. Andrew asked about the point of recruiting new potential Board members, and the need to emphasize Board recruitment, particularly this year with so many vacancies open. Chris observed that what we really need to recruit to the Board was experienced administrators. At this point Michael called for a straw poll to get a feel for the support for the idea. Miranda wanted to know more about the potential members Andrew was going to ask first, Jessica liked the idea in principle, but wanted to see it include both Board and non-Board members and be more of an official longterm planning committee, Sandy wanted the group to be unofficial, with no connection to the Board. There was a general feeling and agreement that the Board needed to have more vision discussions as a Board. Pippa suggested that we take a month to do a vision discussion instead of a regular meeting, asking Andrew to moderate. Jean suggested that this was a good idea, but would be more productive as a fullday retreat. Jessica suggested that we designate certain Board meetings for planning and brainstorming, which wouldn't preclude also doing the retreat first. After some further discussion it became clear that while everybody felt that work was needed on developing long-term planning, it was needed that this needed to be done at the Board level, and Andrew withdrew the motion. 8b) CRC discussion (Pippa Lawson) There was some discussion on a recent CRC case in which a member felt they had been libelled by another member. The member in question had threatened to sue the other member in question. The CRC discussion about the specifics of the example were not discussed, as no member of the CRC was present, however there was some discussion on how NCF should handle cases like this. Pippa briefly provided a definition of libel: Libel is a statement in writing that is clearly defamatory. To be illegal the statement must be made to a 3rd party referring to the claimant, and must be false to the claimants discredit. Pippa stated, and it was generally felt, that given the context of the source and medium, was not obviously defamatory, and that it would be difficult for anyone to prove libel, particularly given the source and medium in question. The question of how we generally want to deal with cases like these was discussed. Currently NCF has no explicit policy on libel. The acceptable use policy expresses the need to be tolerant , "It isn't a matter of if something will offend you, it is a matter of when". Given the nature of newsgroups, there are often flame wars taking place in which arguments become decidedly heated and personal rather than intellectual. It was generally agreed that NCF does not want to be in a position of having to decide what constitutes libel. We will willingly support anyone who does wish to take up a legal matter involving another member by supporting the police or other legal officers. Pippa will work on drafting a policy that looks specifically at libel. ACTION: Pippa to look to drafting explicit policy for libel. ACTION: CRC review to be placed on the agenda for January, as it has been awhile since we last reviewed this committee. 8c) Creation of a new position, Chairman Emeritus (Sandy Campbell) Michael introduced the discussion by re-iterating the context. The current president and chair, Dave Sutherland has not been at the last two meetings, and has already sent his regrets for the next three meetings, at which point his term will be ended with the upcoming AGM. There was no wish to simply remove Dave from the president position, as his contribution to NCF is valued. At the same time, if he is too busy to actively chair on a monthly basis, it might be prudent to choose a new chair. To this end, Sandy made a motion with a suggested new position created, with Dave being named to said position to allow for his continued involvement with NCF, without requiring the monthly commitment to Board meetings on fixed dates. Sandy's motion as presented was: THAT the Board hereby creates the position of "Chairman Emeritus" and that Dave Sutherland be appointed immediately to that position. THAT the "Chairman Emeritus" be a member of the Board of Directors and be entitled to attend and vote at the meetings of the Board and be added to the "Board" alias, so that he/she has all the authority and responsibilities of a an elected Board member save the requirement to attend meetings. There was some discussion about this, most people did not feel that the position should have a Board vote. There was some discussion on what name we wanted the position to have. Jean suggested a past president position, Jeff suggested that there were other people we might want to honour if we created a founders circle. It was decided that while these were ideas we might want to pursue in the future, as they have merit, than the current position should be specifically Dave's, that is honouring his founder status for starting the whole NCF thing, and encouraging him to keep involved as an NCF advocate in the community at large. MOVED by Sandy Campbell, SECONDED by Jean Wilmot that the honorary position of Chairman Emeritus be created, and that Dave Sutherland be named to this position. MOTION CARRIED, all in favour. 8d) Election of a New Chair MOVED by Sandy Campbell, SECONDED by Jessica Cohen that Michael Mason be appointed acting president and CEO until the May 2000 Board meeting. MOTION CARRIED, all in favour except Michael who abstained. 8e) Advent of the Free ISP (Sandy Campbell) Sandy had emailed a paper to the Board outlining an idea for a potential direction to investigate of having program of sponsorship where local retailers would give NCF $50 to sponsor a new member for a year. The idea was based on developing an NCF version of retail partnerships, similar to recent partnerships between companies such as Yahoo! And K-Mart , in which the partnership offers customers free ISP service for a year. The paper included the following motion: THAT the Board appoint a task force to investigate the feasibility of developing a program which would offer local businesses and organizations the opportunity to sponsor memberships in Freenet; THAT the Executive Director, System Administrator, and Board member Sandy Campbell be asked to serve on the task force, with power to add others as required; THAT the task force investigate all aspects of the the proposed program-- technical, financial, staffing requirements to develop and execute THAT the task force present a preliminary report to the January 2000 meeting of the Board and its final recommendations to the February meeting. Sandy's thoughts were that NCF should consider launching a pre-emptive strike, and try to make alliances with companies and retailers. Michael asked Sandy what this would comprise of. Sandy replied that the idea would be to get local retailers to sponsor free internet connections for their customers, e.g. they would give the customers the free service, and buy it from us. There were some points of concern raised - since we don't explicitly charge a fee , why would companies buy NCF memberships from us? - general movement amongst these deals in the US typically has included private information, and advertising, many people use NCF specifically to avoid having to wade through ads to get on the net - there is some debate in the industry on whether free ISPs will happen on a large scale, e.g if AOL says to new customers they can have free service, it will also have to offer this to existing customers - whether this was a good use of the executive director and system administrator's time - will only work if freenet switches to a free model - would involve a large commitment of resources on both parts just to try it - for this type of thing the retailers would expect us to be on 57600k+ connection, not 14400 and 28800 connections. Jean asked if there was a local retailer Sandy had a connection with, to try a pilot of this. Sandy replied that he didn't have one in mind, but thought he would be able to line up somebody. There was some further discussion on this item. As there was no seconder for the motion, it was not put to a vote. However, it was observed that there was no reason not to pursue creative partnerships, e.g. NCF has had an arrangement for awhile with ScotiaBank in which donations to NCF can be made at any ScotiaBank branch. Jean observed that she didn't see a motion as being needed to pursue creative partnerships such as the arrangement with ScotiaBank; Sandy can continue to develop his idea if he feels it seems warranted. 8f) Smart Communities (Jeff Bossert) Industry Canada launched smart communities in August, they propose to give $500000 in matching funds to one in each province, NCF didn't write our own proposal, but NCF was approached OCRI who want to do this. A requirement of industry Canada is the involvement of a community network in this. NCF wrote a 1-page letter supporting OCRI. OCRI is on the shortlist for Ontario (from 24 submissions to 5), they have come t us for partnerships and projects to offer. Deadline for submissions is January 14th to Industry Canada. We were notified of this in November, met with them then, did some brainstorming with OCRI , and came out with the concept put forth of community services project, comprising of three community service initiatives as follows: expanding thin client, extended access II, webmail service. Proposal is structured to ask for 1 million, OCRI teams proposal is the strongest, location (being in Ottawa) may be against us. Pippa asked what Jeff was looking for at tonight's meeting. Jeff has gone to OCRI as input to the proposal, and is asking for Board support to proceed . Miranda stated that she had no problem with proceeding, but did not like the last minuteness of the information. Jeff observed that all the initiatives included are stuff we have already been talking about. Miranda observed that thin client support has been touch and go at times, and now Jeff was suggesting expanding it further. Jean suggested that expanding thin client should be lower priority than the extended access II and webmail service. OCRI really likes the thin client project, which is why in letter of support was listed first. Jeff conceded that if we get funding there will be definitely be leeway in which to develop first. MOVED by Pippa Lawson , SECONDED by Jean Wilmot, that we empower Jeff to proceed with these discussions. MOTION CARRIED, all in favour. 9. ANNOUNCEMENTS Michael announced that the volunteer staff lunch Christmas party would be taking place at Baxter's at 11:30 am on December 23rd. RSVP's to the office. 10. DATE OF NEXT MEETING January 18, 2000 at 7:15 p.m. RMOC - Honeywell Room 111 Lisgar St. 11. ADJOURNMENT There being no further business to discuss, the meeting adjourned at 10:15 p.m..