Minutes of a Meeting of the Board of Directors of the National Capital FreeNet held on February 16, 1999, 7:00 pm at the RMOC - Honeywell Room 111 Lisgar St. PRESENT: Jeff Bossert 2nd Vice-President & Treasurer au025 JB Jessica Cohen Secretary aa724 JC Jim Elder aa456 JE Miranda Gray ak717 MG Chris Hawley ah654 CH Andrew Nellis bs904 AN Dave Sutherland President aa001 DS Jean Wilmot aa145 JW REGRETS: Michael Mason 1st Vice-President an956 MM Natalie Munro aa966 NM Staff: Chris Cope Executive Director bz787 Sheila Alder Administrative Coordinator bw306 Andre Dalle System Administrator al178 Guests: Michael DiCola ae965 Carl Dow cn650 Philippa Lawson au771 Nik Maack ac002 Michelle Tribe at249 Minute Taker: Sue Lantos au323 1. INTRODUCTIONS: The meeting was called to order at 7:06 pm, with Jeff Bossert acting as Chair, and Jessica Cohen as Secretary. 2. APPROVAL OF THE MINUTES: MOVED BY Miranda Gray, SECONDED by Jean Wilmot that the minutes be approved as amended. MOTION CARRIED. IN FAVOUR: JB JC MG CH JW ABSTAINED: JE ABSENT: DS AN 3. REVIEW OF THE AGENDA: 4a) Discussion on AGM candidates was added. (Chris Cope) 4c) VolNet Proposal report was added. (Jeff Bossert) 5c) Jessica spoke to this item for Michael. 6a) proposed hardware upgrades was added. (Chris Cope) 6b) Complaints Resolution Committee membership was added. (Miranda Gray) An in-camera session to discuss staff salaries was added. 4a) Discussion on AGM candidates (Chris Cope) Chris Cope introduced Philippa Lawson , whom he has invited to run for our Board. Philippa outlined some of her credentials and background: She is a lawyer, works for the Public Interest Advocacy Centre, has sat on the board of other non-profit organizations, is a founding member of the Canadian Lawyers Association for Human Rights. Her main involvements with the PIAC involving policies on access issues, privacy , and e-commerce. Her main interest in NCF is the way it dovetails her work with the PIAC. In effect , NCF strives to implement many of the things the PIAC is working for. Jim asked about any other candidates present, and whether they wanted to introduce themselves. Chris Cope informed us that Stephen Toy is interested in running for election. Stephen is a former Board member, who served on the Board from 1993 - 1996, and is currently Manager of computer systems for the Ottawa Public Library. Jean has nominated Ken McKinlay, who has helped on various projects, and is a unix administrator at Lockhead, as somebody with a good manager perspective. Nik Maack declared that he was considering running, but hadn't fully decided yet. 4. OLD BUSINESS 4b) Review of Budget (Jeff Bossert) Jeff handed out copies of the 1999 budget overview. The budget incorporates the requested changes from the previous budget discussions. Projections were shown for expected revenue through renewal and new registrant donations both with and without a minimum contribution policy. Jeff went over the budget overview and key assumptions, and outlined some of the changes: the auction revenue has been moved from November to December, and the revenue associated with registrations has been changed to reflect $3000 in the first part of the year, and $4000 in the last part of the year , to reflect the plan to run a membership drive later in the year. The total for the year has not been changed. The budget also assumes $10000 in capital purchases; $5000 in April for computer equipment, and $5000 in June for terminal server/modems. The $10000 will allow us to do some of the needed hardware upgrade/replacements. The budget is conservative, potential cost saving opportunities (e.g. establishing a 2nd extended access site for reduction in phone line expenses) and potential revenue opportunities (e.g. VolNet contract, hardware donations, fundraising activities other than the auction: such as the Harvest Ride, or the Pagan Faire) are not reflected in the budget. MOVED by Dave Sutherland, SECONDED by Jim Elder to approve the 1999 budget. MOTION CARRIED. IN FAVOUR: JB JC JE MG CH AN DS JW 4c) VolNet update (Jeff Bossert) Jeff distributed information packages about VolNet, and copies of the NCF/VCOC (Volunteer Centre of Ottawa-Carleton) draft letter of intent. As of last week, we have learned that Industry Canada wants to implement VolNet in the near future, they are asking for letters of intent by Feb 26th. the NCF/VCOC collaboration will be proposing to act as a delivery agency for the capital region, with the main contractor being the VCOC. the letter of intent includes a draft workplan and budget for our implementation. If the letter of intent is accepted, next phase will be the assessment phase, and then the implementation phase. Implementation phase would last 1 year, where Industry Canada will be subsidizing for each recipient to use dialup internet service. Beyond 1 year, recipients would be able to continue themselves if they wish. It is estimated that there will be about 250 recipient organizations in the capital region. Industry Canada will also be subsidizing computers for recipients without a computer, to the cost of either $400 or half the price of the computer, whichever is less. We will be expected to provide training to recipients , our letter of intent workplan outlines a certain number of classroom instruction hours per recipient, along with additional technical support time. Industry Canada will be developing a curriculum that delivery agencies will be able to use for their training. NCF already has developed some training curriculum that can also be used. There was some discussion in which the need to continue to support our existing users was emphasized, it was generally agreed that one of the key things was to make sure that VolNet would not detract from the service levels we currently offer our existing members and IP's. Some questions that were raised about whether VolNet recipients would be the same as other NCF members and org accounts. The deliverables on VolNet are similar to those for an org. account , VolNet recipients would have NCF accounts, benefitting from the same services as NCF members and IP's, and subject to the same user agreement as other NCF members and IP's. There would be a person hired to specifically support VolNet recipients in terms of technical support, this person would be funded from the VolNet grant, and hired by the VCOC. After the first year, VolNet recipients would be able to stay on NCF as org accounts if they wished. It was suggested that many organizations would like NCF to provide domain name hosting. Though this would not be part of the VolNet terms, there was general agreement that it would be something NCF should investigate as a new service to member organizations (with costs pass through, not borne by NCF) It was suggested that the Executive Committee will review the letter of intent and teaming agreement before sending the letter of intent to Industry Canada. Chris Hawley asked to be part of the group reviewing the letter of intent. MOVED by Dave Sutherland, SECONDED by Jim Elder, that the letter of intent and teaming agreement be reviewed by the Executive Committee and Chris Hawley. MOTION CARRIED. IN FAVOUR: JB JC JE MG CH AN DS JW 5. REPORTS 5) Treasurer's Report (Jeff Bossert) Jeff distributed copies of the financial statements. This month was a good month. Revenue was slightly above budget at $24000, expenses were slightly below budget. Revenue was $8000 over expenses, leaving us with a cash balance of $58000 at the end up the month. It was noted that revenue is generally higher in the first 6 months of the year than in the last. The balance sheet was unavailable, as the 1998 audit is still being finalized. As the audit will need go to the AGM before the next Board meeting, we will vote to approve the audit electronically and then submit it to the AGM with the rest of the annual reports. 5b) Executive Director's Report (Chris Cope) Chris distributed copies of the Executive Director's report. Renewals: Our renewal projections in the budget were very close. The number of renewals was slightly lower, while the % of those renewing who donated was slightly higher, making the projection almost dead on target. There has been mostly positive feedback in replies to the renewal letters. There has been some discussion in the newsgroups both positive and negative. Volunteers have also increased in numbers. Modem Usage: The new modem sharing software will apply to both PPP and FreePort. Modems will not kick people off when the lines are not busy, when they are busy, people who have gone past their 2 hour peak-time limit will receive 5-minute sessions, but as long as lines are not busy, people will be able to stay logged in for longer (regardless of the time limit). The modem sharing software allows PPP users to track their usage , previously there was no way for PPP users (or NCF) to track how long they were online. Majordomo: Majordomo mailing list software has been installed, some final tweaking is being done. The first set of guinea pigs to test the software will be the volunteers, all volunteers will be subscribed to a mailing list to allow everyone to keep in the loop. Individual volunteers will be able to unsubscribe themselves if they choose. This will allow team leaders, staff, etc to keep people informed of changes. Y2K: Barry Alder has volunteered his time to lead the Y2K project on NCF. He has recently finished a National Defense Y2K project. and will give us his time. Our sysadmin team will also be working on this, along with other volunteers. The team will be working out issues such as whether we patch SunOS, or port FreePort to Solaris (which is Y2K compliant). The plan is to keep FreePort software, as many of our members like it. FreePort itself is easily maintained, and migrating NCF to Solaris will solve some potential maintainability issues. Archiving: Archiving of accounts has been re-instated. Right now accounts are being archived after 250 days, this amount is being increased gradually, by the next Board meeting, we will have the target at 120 days again. Birthday Party: The birthday party cost $340, we got back $182 in drink sales/donations. Net cost of the birthday party was $157. Flyers: The flyer is in the fine-tuning stages. (http://www.ncf.carleton.ca/execdir/flyer) Currently looking for sponsors who can help with printing and possibly distributing the flyers. Andrew has a list of computer stores that are interested in carrying the flyers. 5c) AGM Report (Jessica Cohen) Jessica briefly mentioned the AGM report Michael Mason had emailed around, everything is running on schedule, some nominations have been received, nominations will close on Friday February 19th, at 8:00 pm. There had been some discussion on the process involving motions from the floor. It was decided that each of the four motions (three from William Watt, one from Sandy Campbell) should be moved and voted on. MOVED by Jessica Cohen, SECONDED by Dave Sutherland to amend bylaw-3 to read "There shall be no membership fee in money or in labour" MOTION DEFEATED IN FAVOUR: none AGAINST: JB JC JE MG CH AN DS JW MOVED by Jessica Cohen, SECONDED by Miranda Gray to amend bylaw-3 to read "There shall be an annual membership fee. The fee may be paid in money or in labour at the choice of the member. The fee for 1999 is $24 or 12 hours of labour. Thereafter the fee may be increased once in any year by a majority vote of the members at the Annual General Meeting. The fee may be decreased at any time by a majority vote of the Board of Directors." MOTION DEFEATED. IN FAVOUR: none AGAINST: JB JC JE MG CH AN DS JW MOVED by Miranda Gray, SECONDED by Dave Sutherland that the motion to change the name of FreeNet to "Ottawa-Carleton Community Network" be brought to the AGM. MOTION DEFEATED. IN FAVOUR: none AGAINST: JB JC JE MG CH AN DS JW MOVED by Jessica Cohen, SECONDED by Miranda Gray to amend bylaw 3 to read "The rights, benefits, and duties of membership shall include the responsibility of sharing operating costs, in the form of an annual contribution whose minimum amount and terms shall be established from time to time by the Board of Directors in light of financial and operational requirements." MOTION DEFEATED IN FAVOUR: none AGAINST: JB JC JE MG CH AN DS JW 6. NEW BUSINESS 6a) Proposed hardware upgrade (Chris Cope) Chris handed out a paper outlining proposed hardware upgrades and replacements. The money for some of these is in the budget, although we will try to get some of the items donated. 6b) Complaints Resolution Committee Membership (Miranda Gray) Miranda brought up the need to be aware of the possibility of having to recruit another member to the CRC, or to revisit how we want the membership of the CRC to be formed. Natalie, who is currently the Board member on the CRC may not be running for re-election to the Board, and may not want to continue as an active part of the CRC if she does run for re-election to the Board. This matter will be discussed with the new Board after the AGM, Miranda raised is as something to be aware of, as CRC is a tricky position to recruit to. 7. DATE OF NEXT MEETING March 16, 1999, 7:00 pm Olde Forge Community Resource Centre 2730 Carling Ave. 8. ADJOURNMENT The meeting adjourned to discuss staff compensation in camera. MOVED by Chris Hawley, SECONDED by Miranda Gray that we adjourn in-camera. MOTION CARRIED. IN FAVOUR: JB JC JE MG CH AN DS JW