Minutes of a Meeting of the Board of Directors of the National Capital FreeNet held on March 16, 1999, 7:00 pm at the Olde Forge Community Resource Centre 2730 Carling Ave. PRESENT: Jeff Bossert 2nd Vice-President & Treasurer au025 JB Sandy Campbell dt820 SC Jessica Cohen Secretary aa724 JC Miranda Gray ak717 MG Philippa Lawson au771 PL Michael Mason 1st Vice-President an956 MM Natalie Munro aa966 NM Andrew Nellis bs904 AN Jean Wilmot aa145 JWi Jim Wright ah311 JWr REGRETS: Dave Sutherland President aa001 DS STAFF PRESENT: Christopher Cope Executive Director bz787 Sheila Alder Administrative Coordinator bw306 Andre Dalle System Administrator al178 GUESTS: Jim Elder aa456 Nykolai Bilaniuk Minute Taker: Andrea Kujala aq880 1. INTRODUCTIONS The meeting was called to order at 7:13 pm, with Michael Mason acting as Chair, and Jessica Cohen as Secretary. 2. APPROVAL OF THE MINUTES MOVED by Miranda Gray, SECONDED by Jean Wilmot that the minutes of the previous meeting be approved. MOTION CARRIED. IN FAVOUR: JB SC JC MG PL AN JWi ABSTAINED: MM NM JWr 3. REVIEW OF THE AGENDA A Board orientation was added as item 5 (before Old Business). Chris Cope spoke to the item Review of the Renewal Letter. Natalie Munro spoke to the item Review of CRC membership. The post-AGM report was postponed until next month. An HRDC proposal was added under New Business (Jeff Bossert). 4. THANK THE OUTGOING BOARD MEMBERS MOVED by Miranda Gray, SECONDED by Jessica Cohen that we thank the outgoing Board members, Jim Elder and Chris Hawley, for all their hard work. MOTION CARRIED. IN FAVOUR: JB SC JC MG PL MM NM AN JWi ABSTAINED: JWr MOVED by Jeff Bossert, SECONDED by Jean Wilmot that we welcome the new Board members and thank them for taking on this new responsibility. MOTION CARRIED, unanimously. MOVED by Miranda Gray, SECONDED by Jessica Cohen that we thank all the 1999 AGM candidates who ran in the election. MOTION CARRIED, unanimously. 5. BOARD ORIENTATION Chris distributed copies of the Board manual, the audited financial statements to the new Board members. Jeff gave a general overview of Board member and fiduciary responsibilities, and distributed a handout on Board member responsibility in organizations . Mike outlined when board meetings are held (3rd Tuesday of every month) and where agenda and other Board information can be found online, and some information on NCF operations. Board members were reminded that if they cannot attend a meeting they should email or phone their regrets. There is a system alias to send mail to the entire Board and the executive director (nobody else is on this alias) which is board@ncf.ca . There was a quick run around the table and people outlined their special interests relating to NCF. 6. OLD BUSINESS 6a) Discussion of the Renewal Letter (Chris Cope) The Chair declared a 25 minute time limit on this discussion. Chris distributed some background information on the minimum contribution policy, and a copy of the current renewal letter, and briefly outlined our current status. Previous to implementing the new policy , 41% of our members were donating. Currently about 95% are donating. Most Board members felt that it would be worthwhile to change the wording of the renewal letter with a view to examining its clarity and appropriateness especially the issue of members who are still able to be a part of NCF even if they cannot donate or make a volunteer contribution. Some concerns that were raised were that the letter should still be very firm in asking for donations, and still continue to emphasize that we expect all NCF members who can do so to contribute to the running of NCF. Ideally the letter will still make this very strong request for donations, while still having an option for those who cannot volunteer or donate to do so. Some observations were that our current letter makes it sound as though we are charging a fee, but the majority of email the Executive Director has received has been favourable rather than unfavourable towards asking everyone to pay. The suggestion of whether we should change the bylaws to allow us to charge a fee was made. This could be looked into, but would need to be examined carefully, charging a fee could affect perception for things like potential government contracts, and private sector donations. General opinion was that it would be preferable for NCF to be free for as long as it is possible. Preferred was option of changing the renewal letter to reflect that the option of not contributing is available for those who need it. Some possible examples of how the letter could be altered were discussed. it was suggested that a few people draft out a letter , rather than trying to have the whole board rework it at once. At this point the Chair checked the time and asked if a motion was going to be made, as it had been more than 25 minutes. MOVED by Miranda Gray, SECONDED by Jessica Cohen that we strike a committee of 3 Board members, to draft an alternate letter, and report to the Board two weeks before the next Board meeting, the 3 members to be chosen after the break by written ballot. MOTION CARRIED. IN FAVOUR: JB SC JC MG PL MM NM AN AGAINST: JWi JWr There was a request by Jim to the Chair to continue this discussion. MOVED by Jim Wright, SECONDED by Andrew Nellis that this agenda item discussion be extended for another 10 minutes. MOTION CARRIED. IN FAVOUR: JB SC JC MG PL AN JWi JWr AGAINST: MM NM The discussion continued briefly, with some further brainstorming on what was important to have in the letter, and the suggestion that a finance committee member should be part of the committee redrafting the renewal letter. As there was a couple of minutes left , the committee was decided on , without a written ballot as consisting of Jeff Bossert, Sandy Campbell, and Andrew Nellis. They will redraft the letter and present it to the Board by two weeks before the next board meeting (April 6). 6.b) Review of the CRC Membership (Natalie Munro) Natalie explained that she will be recruiting an additional member to serve on the complaints committee, she had a member in mind and would approach him about serving on the committee. Miranda asked if any of the current members were leaving the committee, Natalie answered no, but that one of the members was volunteering more as a consultant than as an active member of the committee. 7. REPORTS 7a) Treasurer's Report (Jeff Bossert) Jeff distributed copies of the February 1999 financial statements, and went over them. Revenue was slightly below budget (27,670 versus budget of 29,000), expenses were also slightly below budget (17,030 versus budget of 18,647) leaving our cash position close to budget projections. Overall, our financial position is currently good. Jeff also went over the balance sheet, and described how in-kind donations of equipment and depreciation are accounted for on the financial statements. The annual report for NCF , which includes the executive director's report, the administrative coordinator's report, and the audited financial statements has been put together, and is available on the finance committee webpage, (http://www.ncf.ca/ncf/finance) 7b) Executive Director's Report (Chris Cope) Administration and Funding: We are under budget in February in the number of new registrants, but closer in the dollar donation amount, as the amount of new registrant donations is higher than budgeted. Renewals are also down in number, but the average donation was up. Miranda asked if we can have more figures in the chart to see potential trends (such as having the report show a 12 month rolling window). Chris said that the figures from 1998 are in the December executive director's report,and the current one shows all of 1999, and will be added to each month. CapitalFind: 40 pages are now up, the health section is now up, restaurants are coming. HRDC will pay 100% of wages for summer students to work on projects such as our CapitalFind. We plan to submit an application to pay the wages of 10 students for a 10 week period to complete the research and preparing webpages for CapitalFind. Students would need to be on an ethernet and phone line so they can call organizations. 2 of the 10 would be hired as supervisors, same rate of pay. It's expected that they will be able to finish the initial seed by September. Chris was asked whether businesses would be charged for being listed? There is no charge for being listed, businesses who would like a webpage from us can get one , we would ask for a $100 annual donation (same as org accounts, businesses would be able to get an org account and setup a webpage on our server). Businesses without webpages (either on NCF or elsewhere) get listed with their other contact information. Flyers: Right now we are trying to solve some reliability problems before actively pushing the flyers. We are hopeful that the Citizen will print flyers. Andrew Nellis has volunteered to provide flyers , and NCF auto-install disks to local computer stores. Hardware: We have recently received some new hardware: a Xylogics Annex 4000 from Magma Communications, a Horizon UltraSparc II from Hardware Canada. VolNet: Jeff said that we expect to hear about the contract any day now, our target will be connecting up 250 organizations. We will hire a technical support person (paid for by VolNet funding). Our proposal has been very well received. Industry Canada has suggested to other groups whose proposals have not been accepted that they take a look at ours as a good example. Extended Access: RMOC We are pursuing an agreement for additional lines (similar to the Mitel agreement) with the RMOC. There are technical problems; we may have to get modules donated to put on their PBX to make this possible. RMOC would end up with a $10000 upgrade to their PBX. 8. NEW BUSINESS 8a) Community Learning Networks Initiative (Jeff Bossert) Jeff distributed an information package including a draft letter of intent to HRDC, and information on submitting applications to the HRDC. Jeff briefly described what this proposal was about. The HRDC is accepting applications to provide funding for projects that will help increase technological learning in the community. They are prepared to provide up to $100,000 per year in matching funding, over up to 3 years. If accepted, they provide 50% of funding, and we would provide the other 50% (our 50% can include in-kind donations, labour, use of equipment, etc) The draft letter of intent outlines a proposal to implement a thin client server on NCF. Thin client servers can be used to allow client computers to use programs running on the server by connecting dialup. Thin-client programs are available for low-end computers, and can allow users to use software they don't have the power to run on their own machine, as they can run any software that is available on the thin client server. The draft letter of intent outlines 4 phases for the project; the development phase (for a budget of $25000 to fully develop a proposal and establish the feasibility of the program), and then three, 1-year, implementation phases, each building on the previous years. Proposals should be in by the end of March, as this was short notice, Jeff was asked if our proposal would be accepted if submitted late, the answer was that it would probably be no problem, but if we are interested we should apply before end of April. There is no financial risk to NCF to submit a letter of intent. Miranda expressed concern that we should be careful not to take on too many projects at once. Jim asked how much money is coming in, and how does it relate to the budget. Jeff replied that as mentioned previously, there are no government grants in the budget, as these initiatives need to stand alone in terms of funding. Some concerns were raised about the additional load this would place on current staff, in terms of supervising additional or contract staff, and the need to address current reliability and hardware issues on NCF before including new hardware into the setup. Jeff stated that if our letter of intent is accepted , we can use the development phase to establish the "proof of concept" , including such details as making sure the project will be feasible without having a detrimental effect on other NCF services. If we find that it is not feasible to run this, we do not have to commit to carrying out the project. MOVED by Andrew Nellis, SECONDED by Philippa Lawson that we submit the draft letter of intent to the HRDC as presented. MOTION CARRIED. IN FAVOUR: SC PL MM AN AGAINST: none ABSTAINED: JB JC MG NM JWi JWr 9. DATE OF NEXT MEETING April 20, 1999, 7:00 pm RMOC - Honeywell Room 111 Lisgar St. 10. ADJOURNMENT The meeting adjourned at 10:30 pm.