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 Olde Forge community Resource Centre 2730 Carling Ave. PRESENT: Jeff Bossert Treasurer au025 JB Sandy Campbell dt820 SC Jessica Cohen Secretary aa724 JC Miranda Gray ak717 MG Michael Mason 1st Vice - President an956 MM Andrew Nellis bs904 AN Jean Wilmot aa145 JWi REGRETS: Pippa Lawson au771 PL Natalie Munro 2nd Vice - President aa966 NM Dave Sutherland President aa001 DS Jim Wright ah311 JWr STAFF PRESENT: Christopher Cope Executive Director bz787 Sheila Alder Administrative Coordinator bw306 Andre Dalle System Administrator al178 GUESTS: Mark Mielke al278 Minute - Taker: Joan Robertson cw055 1. INTRODUCTIONS The meeting was called to order at 7:25 p.m., with Michael Mason acting as Chair, and Jessica Cohen as Secretary. 2. APPROVAL OF THE MINUTES It was pointed out that this was a meeting of the board of directors, not the board if directors, it being an assumption that the board was directors, no if's about it. With this typo correction made: MOVED by Miranda Gray, SECONDED by Jeff Bossert to approve the minutes of the October meeting. MOTION CARRIED. IN FAVOUR: JB SC JC MG MM ABSTAINED: AN JWi 3. REVIEW OF THE AGENDA Item 5b) Draft budget was discussed after item 6a) Treasurer's Report Item 7a) Proposed new committee (Andrew Nellis) was added. An in-camera session was added to the end of the meeting to discuss an impending board vacancy. 4. PROGRESS REPORTS 4a) Recruitment of volunteer for Seniors Training This project is being put on hiatus until September. 4b) Proposed NCF Survey Miranda will pass her work on this to Jean. 5. OLD BUSINESS 5a) Review of Committees: Finance Committee (Miranda Gray) Jean announced that we will need a new accountant, as Rudy Wytenburg is now too busy to continue in this capacity. He will stay until after our audit in February. Jessica thought she might have a lead on a potential replacement, ACTION: she will follow this up with Jean. Miranda asked about some sort of momento for the Board to give Rudy to thank him for his service, ACTION: Michael and staff to organize this. The other three members of the Financial Committee are: the Executive Director (Christopher Cope) , the Treasurer (Jeff Bossert) , and Jean Wilmot. Jeff is currently trying to find a replacement Treasurer. Jean and Chris will still remain on the Committee. Jean has agreed to remain on the Finance Committee after her Board term ends this February, she is currently not intending on running for the Board again. 6. REPORTS 6a) Treasurer's Report (Jeff Bossert) Jeff distributed copies of and presented the Treasurer's Report.. Donations from renewals and new registrations are below budget. The Community Networks project revenue refers to the thin client business plan. Expenses for this were shown last month. On the balance sheet cash position is above budget due mostly to VolNet. On statement of changes, our cash position was reduced by $16000 this period, versus a budget of a reduction of $7400. 5b) Draft Budget (Jeff Bossert) Jeff distributed copies of and presented the draft budget. The budget presented consisted of four drafts, two draft operating budgets with varying assumptions, a draft projects budget, and a draft overall budget combining operating costs with project costs. The first draft operating budget (2a) presented based on the assumptions that the average renewal donation will be $35, and that 95% of people renewing their accounts will donate. This is equivalent to 65% of people renewing at $48. This is optimistic, it is higher than what we are getting now. The numbers used for number of members renewing is based on Jim Elder's forecasts. New registrations based current average. Miranda asked what, according to current forecasts our membership will be at this time next year, Jeff replied that if trends continue as they are , membership will be at about 6000. Other fundraising is assumed to remain at about $11000 for the year, this includes the harvest ride, auction, org. accounts, and line sponsorships. Revenue for the year is expected to be $179000. On the expenses side, little change is expected, total expenses expected to be $225000 for the year. The cash position drops significantly over the course of the year, starting at $50000, and finishing the year at $6000. Andrew asked about budget for replacing worn out equipment. Jeff replied that this will be covered later in the presentation. The second draft operating budget (2b) is based on assumptions closer to what we are currently getting in donations, with an average renewal donation of $30, and an average renewal rate of 85%. Other budget assumptions are as in draft 2a). Expected revenue for the year is expected to be $147000, expected expenses still at $225000. By these projections, our cash position becomes negative in September. Our involvement in projects changes this scenario, however. The third draft budget sheet (3) covers expected revenues and expenses for various projects that we are involved with: VolNet, Thin Client (HRDC) , Webmail (HRDC). VolNet: We are currently involved in the implementation phase of this, partnering with the VCOC, NCF a subcontractor . VolNet is funded by Industry Canada. Expenses include access server, necessary for project, will also help existing membership. Expenses for VolNet staff , equipment (e.g. access server), etc. covered by VolNet revenue. Thin Client: We have submitted our business plan for this, expect to be starting implementation this year. Costs include infrastructure, software (donated), and labour for setup and support. HRDC provides matching funding, in-kind donations (software, hardware, labour) included by NCF, funding from HRDC covers remaining expenses. Webmail: Have submitted a proposal for this to HRDC, this is a project we want to work on anyways, if approved we will than proceed to developing a business plan. Miranda asked whether Jeff could hilight new equipment by this budget, Jeff answered a new access server for 70 modem ports and modems, and a thin client box. There was some discussion on the possibility of being able to eliminate some more phone lines and switch them over to extended access. The Extended Access project for the RMOC is temporarily on hold until March or April, as RMOC is busy with Y2K. The last budget presented (4) combined the budgets for both operating expenses (2b) and project expenses. Jeff corrected two errors on the printed sheet; this draft assumes an average donation of $30, and a renewal rate of 85%, $35 and 95%. Also, the beginning cash position is $53000, not $28000. Expected revenue, including fundraising and project funding is $403000 for the year. Expected expenses, including both operating expenses and project costs is $437000 for the year. The cash position starts at $53000 in January, and ends in December at $15000. In summary, NCF should be ok, provided we proceed with planned projects, and work to improved membership development. We need to increase new members, as well as keep more existing members. There is a need to promote NCF in the community, some promotion should be available through projects. Jeff asked at this point that we approve the budget assumptions in principle, with an updated draft with all corrections to be presented at the next meeting. Miranda expressed a concern that our assumptions are still too optimistic, our renewal rate is currently not quite 85%, and that we need to look at what point we cannot continue with current staffing. She also asked that actual projected membership numbers be put into the budget, currently we have about 10000 members, we are forecasting, if status quo is maintained to have 6000 next year, last year we had almost 15000. Jeff will put this in the updated budget. MOVED by Jean Wilmot, SECONDED by Sandy Campbell to approve the budget assumptions in principle, with Jeff to bring a final draft to the next meeting , with updated corrections. MOTION CARRIED, unanimously. 6b) Executive Director's Report (Chris Cope) Chris went over a few points from the ED report: Carleton has recently scheduled two downtimes to upgrade their systems, during the 2nd downtime we were able to install an annex server that will allow us to offload 20 modems from freenet3. Andre currently testing, and it should be running in a week or so. Also working on switching all the machines to Solaris 7, which is Y2K compliant. Miranda asked whether we had a statement to the membership about Y2K, Chris replied that the upcoming message from Mom will be about both the upcoming auction and Y2K info. Auction: This year the auction is available through the web, open to everyone (NCF members are automatically registered), web format has more flexibility for start/stop dates, can have different dates for different items. Chris asked board members for fun ideas they could donate to the auction, e.g. lunch with a board member, unusual crafts, etc. We now have a French NCF brochure available, this is quite important for VolNet, as a large number of VolNet recipients are French speaking. Robert Rattey provided the French version of the brochure. 6c) AGM Report (Miranda Gray) Jessica announced that this years AGM would have 6 vacancies; Jean, Michael, and Sandy's terms are ending this year, Natalie and Dave's terms will be ending this year (due to bylaw concerning appointed members) , and Andrew has announced his intention on resigning, as he is moving to the Yukon. As with an 11 member Board we always have a slightly uneven rotation (4,4,3), Jessica suggested that Dave's term be added to Jean, Michael, and Sandy's as being a 3 year term, with the remaining positions left by Natalie and Andrew will be 2 years and 1 year, respectively. This was agreeable to all, so for the 6 vacancies (or 5 if Andrew doesn't resign) there will be 4 3-year positions, 1 2-year position, and 1 1-year position (Andrew's). The number of vacancies being high, the importance of recruiting good candidates was also stressed. There was some discussion on this. Miranda observed that we need better orientation tools for potential candidates, including information on how to participate effectively in the AGM. There was also some discussion on what kind of candidates we should recruit. Chris suggested that the Board nominate a slate of candidates, however several board members were not comfortable with this idea. A nominating committee was more well-received as an idea. There was also some discussion about the date and frequency of meetings, it was decided to leave these as they are. ACTION: We will all work on recruiting candidates. 7. NEW BUSINESS 7a) Proposed motion from Andrew Andrew outlined an idea for creating an advisory committee to look at technical issues and long range vision. This would be a semi-official group, with no responsibilities or authority, that would act as a think-tank and a sounding board. Andrew asked for general feedback to give him an idea of whether he present a more detailed plan for this at the next Board meeting. There was mixed reactions, Jessica and Michael both liked part of the idea, both felt that the word technical should be left out of the description, and look more specifically at the planning and vision. Jessica liked this idea as a planning or vision committee , not as an advisory board , and also as something that would include both Board members and non Board members, similar to the previous Board Planning Committee. Miranda observed that we have a technical review team, and that most of the people involved are the ones who hate going to meetings, so we should not be turning them into some sort of advisory board that would need regular meetings. She also observed that having some sort of visions committee (not the advisory being suggested) would provide a good way to develop future Board members, as a draw for recruitment, however serving on a committee with "no duties or responsibilities" was actually quite difficult, and does lead to volunteer frustration. Jean observed that vision planning is one of the functions of the Board, and should be done at the Board level. One suggestion she made for this was that we schedule a Board retreat, another suggestion made was to designate certain Board meetings for vision discussion only. After some discussion a straw poll was taken, ACTION Andrew will draft out some different models on this for the next meeting. 8. ANNOUNCEMENTS Jessica announced that the January and February Board meetings have been scheduled at the RMOC in the Honeywell Room at 7:15 p.m.. Chris announced that he needed a volunteer to help with the birthday party, Miranda suggested Fiona Hammond. 9. DATE OF NEXT MEETING December 21, 1999, 7:00 p.m. RMOC - Honeywell Room 111 Lisgar St. 10. ADJOURNMENT The meeting adjourned to an in-camera session to discuss Natalie's Board vacancy. ************************************************** MINUTES FROM IN - CAMERA SESSION (held on November 16 1999, 1 10:00 p.m., at the Olde Forge Community Resource Centre) An in-camera session to discuss the vacancy created by Natalie having missed 3 consecutive meetings of the Board, MOVED by Sandy Campbell, SECONDED by Jean Wilmot that Natalie Munro be re-appointed to the Board of Directors to serve until the 2000 AGM. MOTION CARRIED, unanimously.