Minutes of a Meeting of the Board of Directors of the National Capital FreeNet held on January 19, 1999 at 7:00 pm at The Olde Forge Community Resource Centre 2730 Carling Ave. PRESENT: Jeff Bossert 2nd Vice-President & Treasurer au025 JB Jessica Cohen Secretary aa724 JC Miranda Gray ak717 MG Chris Hawley ah654 CH Michael Mason 1st Vice-President an956 MM Dave Sutherland President aa001 DS Jean Wilmot aa145 JW REGRETS: Andrew Nellis bs904 AN ABSENT: Jim Elder aa456 JE Natalie Munro aa966 NM STAFF PRESENT: Chris Cope Executive Director bz787 Sheila Alder Administrative Coordinator bw306 Andre Dalle System Administrator al178 GUESTS: Paula Speevak Sladowski Volunteer Centre of Ottawa-Carleton Howard Cohen Volunteer Centre of Ottawa-Carleton MINUTE-TAKER: Sue Lantos au323 1. INTRODUCTIONS The meeting was called to order at 7:15 pm, with Dave Sutherland as Chair, and Jessica Cohen as Secretary. Chris Cope introduced our guests Paula Speevak Sladowski and Howard Cohen from the Volunteer Centre of Ottawa-Carleton. Dave suggested that we hear their presentation at the beginning of our meeting, and invited them to speak. Paula passed out copies of the Volunteer Centres' annual report , and described briefly the purpose and services of the volunteer centre. The main service is to recruit volunteers by promotion, and refer them to member agencies. There are 350 core members, 120 festivals that the Volunteer Centre recruits volunteers for, all sizes of agencies involved. From large (e.g. Children's Aid) to small. Other programs include training for managers and executive directors of volunteers, how to screen volunteers, issues related to relationship with labour, guidelines and responsibilities. Howard explained the purpose of their presence at the Board meeting, to discuss the joint VolNet initiative. The VolNet initiative will allow us to provide many volunteer organizations access to the internet, innovate how organizations use the web. Was interested in hearing how the NCF Board felt about the VolNet initiative. Chris C. observed that a representative from Industry Canada has spoken with us 3 months ago, and we were familiar with the premise of the initiative. General opinion was favourable, some points raised included the need to provide not just startup service to organizations, but help them setup something they can maintain over the course of years, both costwise and content mangementwise. Miranda observed that the timeline for the project is very tight, and will not give volunteers coming from both NCF and the Volunteer Centre much time "bond" as a group, analogized the partnership to a marriage, will take work on both sides. Paula acknowledged this, and observed that the Volunteer Centre has experience with these sorts of partnerships, and is familiar with the kind of issues that can arise when volunteers with different working styles are partnered together on a project, and that it was definitely always good to be conscious of these matters. Chris C. outlined the probable timeline, as an early starter we would likely be running a 12 month program, 2 month assessment, 10 month active phase. Paula gave the estimate for number of expected organizations to be signed up for this area as being 175. Industry Canada has not yet gotten final approval from the ministry for the initiative, they are working to get things going, and we can expect things to move very quickly once they are given the green light. The program contemplates having 30 agencies, with 4 early starters, of which the NCF-Volunteer Centre bid would be one. Jeff asked if we expected to have only a single contract with primary responsibility and possibly subcontractors, Howard replied that yes, they want to have only one contract. The main contract will be with the Volunteer Centre, with NCF providing the technical services. Chris Cope will be speaking to the Volunteer Centre board at their Board meeting next week. 2. APPROVAL OF THE MINUTES The minutes were amended to reflect the specific amendments to the 1999 budget. MOVED by Jessica Cohen, SECONDED by Chris Hawley that the minutes of the December 1998 meeting be approved as amended. Motion CARRIED. IN FAVOUR: JB JC CH MM JW ABSTAINED: MG DS 3. REVIEW OF THE AGENDA The annual business motions were added to be discussed with the special business for the AGM (item 6a). Item 6b) Discussion about capital acquisitions was added. 4. OLD BUSINESS There was no old business on the agenda this month. 5. REPORTS 5a) Treasurer's Report & Budget item. (Jeff Bossert) Jeff Bossert handed out copies of the Treasurer's Report. Revenue from new registrant and renewal donations were favourable this month compared to the budget, $15800 actual versus a budget of $11300. Total revenue was $23800, we are still getting some money from the funding drive and the auction. Depreciation was lower than budgeted; there was an error in the depreciation computations, more was taken off then needed. The depreciation was adjusted to make the total for the year correct. The change doesn't have a material impact on operations. Overall cash position was $55000, better than expected. The revised budget was attached, containing the requested changes. There was some discussion on whether the current projections for new registrant donations were the best way to show it in the budget, and on whether the auction should be reflected in December rather than November. The budget will bought forward to the February meeting for final review. 5b) Executive Director's Report (Chris Cope) Renewals: Renewals are up from last month, with 585 members renewing their accounts in December. This figure is 1/3 less than budget for December renewals, but we received 3/4 of what we expected in donations, as they donated more. Most of the December renewals received their renewal letters on October or November, but 83% donated, (better than in past). We will have a better indication of renewals for people who received their letters in December next month. We are getting a very good response in money to the letters sent under the minimum contribution policy. There have been a few complaints, and many people making information requests (both related to the renewal letter, and general NCF questions). If people have replied to the renewal letter asking to be renewed without a donation or volunteer contribution, we are renewing them, and replying that we have renewed them but would they reconsider making a donation or voluntary contribution. As accounts are not currently being archived, it is difficult to get a precise number of members. Currently members who have passed the archive date remain in hibernation mode (10 minute logins). Now that we have a system administrator again, we may resume archiving, but do not want to overload system. Various suggestions were made, including altering the date to have the accounts that are overdue for archiving reach that point in stages. Modem usage: There was some discussion on some problems users have been experiencing on the Mitel lines, Mitel is helping us work on these problems by providing detailed log information on the use of these lines. Jim Elder is making great progress in his work on software to manage modem usage for members connecting to NCF via PPP. Members logged in via PPP will be able to access a webpage which will detail their current session details (it will only show members their own usage). The plan will allow members to stay on lines for longer when the modems are not busy, even if the member has been on for a session of longer than an hour , or has used more than 2 hours of peak time. Members who have exceeded this usage will be disconnected when the modems become busy, although they will be able to reconnect for short sessions (or longer , if the modems become idle again). Thanks go to Colin McFayden (aa734) of Carleton University for the idea. Carleton currently implements modem-sharing software, although the model is simpler than the one NCF will be using. Jean asked if it was wise to have both the debugging of the problems with the phone lines happening at the same time as the testing for the modem sharing software. Chris C. replied that there were different volunteers working on both, and in fact that the modem-sharing software , once running, will likely make it easier to track and fix any problems with the modems. Government Grants: CAP : contract details being finalized. VolNet: Presentation was made at beginning of meeting by the Volunteer Centre of Ottawa-Carleton, our partner for our bid to be an "early starter". We will be the backup partner, providing the technical expertise, low-cost connectivity, training the trainers. Volunteer Centre will be handling the administrative work, recruiting staff and volunteers for this project. VolNet is not expected to pull heavily on our existing volunteer base, except for trainers. Miranda asked how much of the ED's time this will take up, Chris C. replied not a lot, most of the initial phasework has already been done. Miranda asked about what initiatives are being taken to keep new IP's once we have signed them up. There was some discussion on the importance of keeping out services current with what our information providers want to be able to use. Some suggestions for improved services included offering the ability to run mailing lists, and virtual domain hosting. The new ncf.ca URL has been well received, it is shorter and easier for IP's and users to remember. Web-based e-mail: We are exploring some initiatives offering web-based email . One initiative will be focusing on students. Many schools are web-connected, but have students using sites such as hotmail (no user authentication required, schools having some problems dealing with issues such as unsolicited pornography) for mail. We can offer them web-based email through NCF-accounts. We would allow the schools to authenticate their students in batches , although parental signatures would still be required for the memberships of students under the age of 18. The other initiative would focus on Ottawa-and-area residents in general. Many Ottawa residents have email at work, but may want to have a personal mailbox which they can access via the web, and where mail can be left on the server (a personal mailbox would not be connected with their employer). These accounts would be standard accounts, anyone with an NCF account will be able to access their mail through the web once the software is up and running. 5c) AGM report (Michael Mason) Michael reported that everything is on schedule and within the previously agreed upon timeline. All information related to the AGM on the system was updated to reflect the new year, and the appropriate menus were activated. 6. NEW BUSINESS 6a) Business for the AGM (Jessica Cohen) 6a1) Annual Motions Jessica briefly outlined the annual motions, noting that apart from changing the dates as appropriate, the motion text, the comments from the proposer of the motion, and the comments from the Board were almost identical to what we said last year (and in previous years). On the motion: Be it resolved that pursuant to By-law 15 of the National Capital FreeNet, all resolutions concerning the remuneration of agents, contractors and employees passed by the Board of Directors of the National Capital FreeNet since the February 1998 Annual General Meeting be confirmed. This motion was MOVED by Jeff Bossert, and SECONDED by Michael Mason. (all in favour) On the motion: I move that the National Capital FreeNet appoint the firm of KPMG as its auditor for the 1999 fiscal year. This motion was MOVED by Jeff Bossert, and SECONDED by Chris Hawley. (all in favour) On the motion: Be it resolved that pursuant to By-law 40 of the National Capital FreeNet, all resolutions concerning rules and regulations passed by the Board of Directors of the National Capital FreeNet since the February 1998 Annual General Meeting be confirmed. This motion was MOVED by Dave Sutherland, and SECONDED by Jessica Cohen. (all in favour) 6a2) Special business for the AGM (Jessica Cohen) There were two items of special business bought forward for consideration for the AGM, one item suggested by William Watt and C. L. Faucher, and the other suggested by Sandy Campbell and John Rowat. Both items suggested changes to Bylaw 3. Chris C. Outlined a paper he had prepared (with some legal consultation) as to whether our minimum contribution policy requires us to change our bylaws. Whether we change the bylaw or not will not affect our non-profit status. As long as we don't refuse anyone membership or renewal because they are unable to or choose not to contribute, we don't need to change the bylaw, although we can also choose to do so. Several Board members felt that while they couldn't vote in favour of either of the proposed special business items, it would be worthwhile to consider changing the bylaw, and to bring the proposed change to an AGM. Some other Board members preferred not to change the bylaws, citing concerns about possible costs. For each of the two items in question, Dave called for the vote asking for somebody to move to bring either of these items to the AGM, noone did so, both motions failed, and neither will be brought to the AGM. 6c) Capital Acquisitions (Jeff Bossert) Jeff outlined a proposal to put $3000 towards a thin client server, can be used with older machines. Cost of the server would be approx. $1000-1500 for server and $1500 for an interface card. Fifth Dimension is a partner, will donate support and setup for us. This is part of an overall proposal to spend some money upgrading our hardware, freenet4 is starting to have problems, needs new hard drive, possibly get some more modems. The proposal suggests freeing up $10000 for capital acquisitions. Our cash position currently is good, and now may be the time to do some of this stuff. Overall, everyone was in favour of the principle of capital acquisitions , but there were several concerns about spending money on technical items without having some idea of the options possible, and there were some concerns about spending money on items such as the thin client server without having some technical answers first in terms of the feasibility of the specific project before spending on it. MOVED by Jeff Bossert, SECONDED by Michael Mason that we make $3000 available for setting up a thin client server. MOTION DEFEATED. IN FAVOUR: JB MM DS AGAINST: JC MG CH ABSTAINED: JW 7. DATE OF NEXT MEETING: February 16, 1999, 7:00 pm Regional Headquarters (RMOC) 111 Lisgar St. 8. As there was no further business, the meeting adjourned at 10:00 pm.