Minutes of a Meeting of the Board of Directors held on August 15, 2000, at 7:00 p.m. at the RMOC - Billings Room 111 Lisgar St. PRESENT: Graeme Beckett President aw958 GB Sandy Campbell dt820 SC Jessica Cohen Secretary-Treasurer aa724 JC Miranda Gray ak717 MG Seline Herz-Fischler 2nd Vice-President as370 SH Tambrae Knapp aa005 TK Mark Mielke al278 MM David Millman aa342 DM REGRETS: Jim Wright ah311 JW STAFF PRESENT: Christopher Cope Executive Director bz787 Sheila C. Alder Administrative Coordinator bw306 Andre Dalle System Administrator al178 GUESTS: Marissa Bovey bh590 Scott McBride en064 Michael Philip Sinclair dz696 Minute-Taker: Jessica Cohen aa724 1. INTRODUCTIONS The meeting was called to order at 7:05 p.m. with Graeme Beckett as Chair and Jessica Cohen as Secretary. 2. Approval of the minutes of the previous meeting MOVE by Seline Herz-Fischler, SECONDED by Graeme Beckett, that the minutes of the July Board meeting be approved. MOTION CARRIED, all in favour. 3. Review of the agenda Item 6b) Additional Corporate Sponsorship Levels and Implementation (Graeme Beckett) was added. 4. OLD BUSINESS 4a) Action Plan Recommendations from Staff Presentation (Miranda Gray) Miranda distributed copies of, and presented the report made by the Visioning Committee, available at: http://www.ncf.carleton.ca/freenet/rootdir/menus/freenet/board/minutes/min2000/august/vision-document. She outlined how information was gathered for the report, what assumptions the report was based on, and then went over the recommendations themselves. Miranda, Mark, and Jessica met earlier in the month to discuss what they felt was the most important for NCF to pursue, based on Chris's recommendations. There was general agreement among all three committee members on these points, and Miranda was charged with drafting the actual report. (Thanks Miranda!). Information was also gathered by Miranda through members she talked to at the picnic, and through conversations with other members of the Board. Some specific comments on some of the assumptions: #2: Leadership needs to come from the Board. #7. We need to build up volunteers. Volunteers are active an interested members whom are likely to participate within the community (referenced: decreasing picnic turnouts over the years, decreasing AGM turnouts over the years). #10. It will take time to rebuild NCF. Forecasts of general targets we want to achieve in the intermediate-term (18 months), and shorter term (9 months, and 4 months) was gone over. In the 18-month area, Miranda clarified the new volunteer turnaround as meaning that volunteer placements would be made within 3 weeks. 9 months: we will need to have a communications strategy in place. 4 months: will not yet have accomplished very much, but will have started, and important milestones. 4 month planning (to December 2000) includes AGM planning, and budget. Major turnaround will take longer than 4 months, possibly may happen by May. Specific Plans: Miranda observed that where there were names included in this document it was as a suggestion, (e.g. The Treasurer works on the budget, suggesting people work on things based on interests and skills), and wasn't meant to merely limit teams to people named. The specific recommendations were: (August - mid-October) #1. forming a communications strategy (most important). We need to know what message we want to send, and who we want to send it to. We also need one of the messages to be about the phasing out of freeport-don't panic. The action recommendation was that Tambrae and Chris work together to draft a communications strategy for the October Board meeting. (August - mid-October) #2. new member assistance The team suggested for this was Sheila, Graeme, and Lyn. Lyn has done quite a bit of work on this already. One of the things here is do the office volunteers have the right tools? If not, Sheila should request what tools are needed, so that it can be included in the budget. (august - mid-december) (a major specific task involving each staff member) #3 webify core services. NCF will be easier to use when all core services are available from the web (such as password changes, mail forwarding, file management). Team suggested for this is Andre, Mark, and the technical team. (september - november) #4 Leadership requirements - identify who we need, what resources we have, who we need six months per now. (Exec committee, Chris, volunteer coordinators) (October - December) #5 Budget development (Treasurer, Finance Committee). (August- December) (Sandy, Jim, Chris) #6 Research - keep board educated about what is going on, do on planned basis The next part of the report involved stuff on the Horizon: stuff that we need to do, that will require some of the specifics above before they can be started. The target dates for these are varying around winter-spring 2001. - freeport phaseout public campaign. (start before AGM 2001) , phaseout would be a gradual 18-month plan geared to convincing members to switch to PPP type access, project is more a communications matter than a technical one, will need to wait until communications strategy has been developed, as well as the webification of core web services, and improved member assistance. Progress would be reassessed at the 12-month mark before any final decison about the final goal of the FreePort phaseout was made. - homepage revitalization project (start before feb 2001) - new member development (before dec 2000) , relates to communication strategy, need to know what message we are sending first. -newsgroups/webboards/chat (before March 2001), -information provider development (before spring 2001) both important, but need to focus on other things first, can't do everything at once. The last two pages summarized the recommendations from Chris's report. Discussion: Tambrae stated that she was glad to see communications strategy at the top of the list. Observed that it was hard to have communication without a clear vision, was the report meant to indicate the vision as well? There was some discussion on vision. Miranda observed that in various conversations with 5 Board members, all had commented on the same things as being important : webcentric, donationbased, cheap, easy-to-use. The report reflects these things. Most Board members felt that this could be used as a vision plan. Sandy expressed concerns that we were still trying to do too much, and was still too general, not really a vision. FreePort also came up as to whether we want to continue spending sysadmin time on it, emphasizing need to move core services (such as passwords, the membership database off Freeport), may potentially be able to outsource it, or move it independent machine that requires minimal sysadmin intervention. Key thing is that will need to look at this more closely after communications strategy, core services. Various possibilities for people with equipment that really can't use graphical connection, may outsource Freeport, or if number small, might be too our benefit to find them equipment. It was decided to continue the discussion on this at the end of the evening, and consider an online motion on this item, to give people chance to read document more closely. Jessica agreed to fax a copy to Jim , so that he could participate in the online motion. After returning to the discussion at the end of the evening, it was decided that the following motion would be voted on online, with a deadline of August 22nd. MOVED by Tambrae Knapp, SECONDED by Seline Herz-Fischler that the Board thank the NCF Visioning Committee for its efforts, accepts its report, and implements the action plan. (from the online vote, being reflected in these minutes:) MOTION CARRIED. In Favour: JC MG SH TK MM DM Against: SC Absent (no vote recorded): GB JW 4b) Role of the Executive Committee (Miranda Gray) The Executive Committee had specific tasks, it now has none. We need to appoint people with understanding of what specific people should be doing. (e.g. schmoozer, someone to contact Board members who weren't at a meeting to catch them up to speed, etc). Suggested should elect people to Executive, and they can decide privately to make sure all tasks are covered. Executive currently consists of the officers of the NCF. There was some discussion on this, other possible ideas may be to merge the HR and Executive Committee. The role of the Executive also needs to be looked at, sometimes items come up that require a shorter decision time than the Board as a whole can make, for example the Executive committee used to be authorized to pull a problem website quickly. The ED can make these decisions, but feels they should have more overt Board support. The Exec committee would be able to act as a mini-Board , with all decisions subject to review/appeal by the Board. ACTION: This falls into the overall "leadership" item from the Vision plan. The current Executive Committee (the officers being elected tonight) will look at this as part of the overall look at leadership. 4c) Election of Officers (Exec Committee) (Graeme Beckett). The following people were elected to be officers of NCF until May 2002. (The third meeting after the next AGM, 2 years from now). President: MOVED by David Millman, SECONDED by Tambrae Knapp that Graeme Beckett be elected President, until the 3rd meeting after the 2002 AGM. MOTION CARRIED. In Favour: GB JC MG SH TK MM DM Abstained: SC 1st Vice-President: Moved by David Millman, SECONDED by Tambrae Knapp, that Seline Herz-Fischler be elected 1st Vice-President, until the 3rd meeting after the 2002 AGM. MOTION CARRIED. In Favour: GB JC MG SH TK MM DM Abstained: SC 2nd Vice-President: After a light-hearted discussion in which almost every Board member, their brother, their dog, and their cousin in Tahiti were nominated, finally the nominees who agreed to stand for election were: Miranda Gray, nominated by Jessica Cohen, and seconded by Tambrae Knapp and Mark Mielke, nominated by David Millman, and seconded by Tambrae Knapp. A written ballot was held, counted by Chris Cope, with the result being Miranda was elected to the position of 2nd Vice-President, until the 3rd meeting after the 2002 AGM. Treasurer: MOVED by Jessica Cohen, SECONDED by Miranda Gray, that David Millman be elected to Treasurer, until the 3rd meeting after the 2002 AGM. MOTION CARRIED. In Favour: GB JC MG SH TK MM DM Abstained: SC Secretary: MOVED by Miranda Gray, SECONDED by Tambrae Knapp, that Jessica Cohen be elected to Secretary, until the 3rd meeting after the 2002 AGM. Motion CARRIED. In Favour: GB JC MG SH TK MM DM Abstained: SC Three of the signing officers will consist of the President: Graeme Beckett, the Treasurer: David Millman, and the Executive Director: Chris Cope. While the 4th signing officer is usually the 1st Vice-President, for personal reasons it was decided that we would select someone else to be the 4th signing officer. MOVED by Jessica Cohen, SECONDED by Seline Herz-Fischler, that Tambrae Knapp be selected as the 4th signing officer, until the 3rd meeting after the 2002 AGM. MOTION CARRIED. In Favour: GB SC JC MG SH MM DM Abstained: TK 4d) HRDC Funding Update (Chris Cope) We have been approved for funding for $25000 to prepare a business plan for HRDC webmail. Chris was asked whether this would impact the Smart Capital project. Chris replied that the Smart Capital project would be taking place first. Target market for both projects it different: SC proposes webmail for members through smart communities. HRDC project is looking at partnering with schools or libraries, providing webmail only (not fully accessible NCF accounts), with verification through their (the school or libraries) databases for validation. Projects will be run on separate machines, as scope will be different for each. Miranda asked whether Chris was looking for anything from the Board tonight, this is being presented as an information update. Chris also talked about Smart Capital. Jeff and Chris will be looking at trimming money from the SC proposal (involving all 3 SC projects) from $700000 down to a budget of $630-640000. Will trim across board, will need to watch the ratio on matching funding availability. 4e) Majordomo mail policy (Miranda Gray) Miranda met with Mike Kenzie to work on this. Was not yet able to meet with Sheila. So far what has been worked out is that policy should be fairly lenient, but that we we'd reserve the right to reconsider if too much load is put on staff and hardware resources. Miranda will ask Sheila for her input to prepare a draft policy based on current resource availability. Jessica asked whether Miranda wanted to come back to this at the September agenda, Miranda replied that she would try for September, but Jessica should ask her before putting it on the September agenda. 4f) Followup Discussion on Information Providers (Chris Cope) On June 26, Chris sent an email out to approximately 200 hundred NCF Information Providers. 18 replied to offer suggestions, which were summarized in short report he presented. Several suggestions for things like visitor counters were made. Chris suggested that these go to the Visioning committee for a closer look. Many of the items are technical items that will probably be easy to add. Others, such as virtual domain hosting will need for NCF to decide whether we want to offer this service, looking at the resources involved (money and staff time), and brand recognition (do we want ncf.ca to be part of the name?). A partial solution may be IPname.ncf.ca. Sheila observed that while only 2 IP's responded to the email requesting domain hosting, the office is asked about it regularly by potential IP's. Technical issues of domain hosting is pretty well worked out, remaining work is Board policy issue. Also, many of the Information Providers, whom first signed on through Volnet asked about manuals and training for improving their webpages. This is something we can look at along with revamping New Member Assistance. This item is presented as an information item, which will provide necessary background to action items from the Vision Plan. (reference: agenda item 4a). 5. REPORTS 5a) Treasurer's Report (Jessica Cohen) Jessica explained that as the accountant had been on vacation, the statements for July would be presented along with August at the September Board meeting. 5b) Executive Director's Report (Christopher Cope) Chris distributed copies of and presented highlights from the ED report. Key Indicators: More people are renewing, slightly higher donations. New registrations are above budget on numbers, but lower on donors. The percentage of new registrant donors is consistent, and below budgeted projections. Budget for next year should reflect more accurate donation pattern for new registrations. People seem to start donating after the first year. (trying it out for a while first). 3com server: We needed to send the 3com box and expansion unit out for warranty repairs. They are now back, just a case of getting Andre to fix them, and getting Bell to change the line assignments. We will have two groups of lines, high speed and low speed, a table appears in the report. Miranda asked Chris how much time was spent preparing the ED report. Chris estimated that the amount of time ended up being about 7 hours (almost a day) spread out over a weekend. Much of the work is number crunching and analysis. Miranda asked whether Chris would be able to get some time back if the reporting was easier, Chris replied that the calculations for the report were useful for his own use as well, to keep a pulse on the organization. Jessica observed that 1 day wasn't taking that much from other things, and it was worth the time for the report. Miranda asked if the tech team had met recently, Chris replied that it had met not recently but a few months back. Miranda asked about the community portal reference. Chris clarified that the volunteer in question is working on a portal engine that would allow us to design and run a community portal style webpage. The volunteer (Dan Green) is working with Richard Bethell on this. 6. NEW BUSINESS 6a) Board Area Update (Seline Herz-Fischler) As a followup to a discussion from the HR meeting, Seline asked for an update on the activities of Board committees. AGM: Jessica has offered to Chair the AGM for 2001. AGM planning discussion will put on the agenda of the October board meeting. CRC: Dave, the Board representative on the CRC reported that the committee seems to be working well, Natalie and Michael dealing with things smoothly. A complaint is made about every 4 days, not usually major complaints. The biggest complaint is spam. A member asked the Board whether the usual response to a complaint that someone had threatened physical harm was to tell the person to contact the police. Dave observed that complaints of this nature were not typical of the complaints CRC received. Sheila stated that the police have previously informed us that if something involves a police issue (such as threats of violence) it should go directly to them, and if they need evidence from us they will get a search warrant. Miranda asked to see the letter CRC sends out in these types of cases. Dave replied that the CRC does not use any form letters or paragraphs at the moment. Miranda requested that for the next meeting, the CRC document what it says for situations like this (summed up in Sheila's comment above), as it would be useful to have something we could point to when people ask us about our procedure for this. HR: Seline reported that the HR committee has been meeting monthly with Chris the week before the Board meeting to keep on top of Board priorities. Is running smoothly. The HR committee currently consists of 3 Board members (Seline, Miranda, and Graeme), Jean Wilmot, and Michael Mason. 6b) Additional Corporate Sponsorship Levels and Implementation (G. Beckett) Graeme bought this forward as an idea that a member, Richard Webb has suggested to him. Currently we have three levels of key partners: gold ($50000), silver ($10000), and bronze ($5000). Richard Webb has a website (on NCF) that is somewhat similar to CapitalFind. It's an HR site, with about 2500 listings. What he is suggesting is that the companies on the site will be able to add their corporate logos to it, for $30 a month. Richard would get a percentage of what was raised, checks from the companies would go to NCF. Graeme has talked about this to Richard Bethell , who is ok with the idea, but would want to see it incorporated with CapitalFind. Development is still in the idea stage. Richard (both Richards ), Chris, and Graeme will be meeting to discuss this. Miranda requested that if this pans out (as a plan that would be workable) that it be referred to the visioning or Executive committee. There are other things besides the technical implementation that will have to be researched or discussed. For example, we will need to check whether our GST status will be affected. There is also the communications issue of who represents NCF. This item will tentatively be placed on the agenda for September, for Graeme to make a more detailed presentation on what exactly is being proposed, and what it would involve. 7. ANNOUNCEMENTS The picnic was held at the end of July, and did quite well. Seline made a motion right after the break (between items 4b) and 4c) thanking Marissa Bovey and Scott McBride for their work on the picnic. MOVED by Seline Herz-Fischler, SECONDED by Dave Millman that Marissa and Scott be thanked for all their work on organizing the picnic. MOTION CARRIED. In Favour: GB JC MG SH TK DM Absent from the vote: SC MM Marissa thanked us for our support, and said she and Scott were happy to do the picnic again next year. 8. DATE OF NEXT MEETING September 19, 2000 at 7:00 pm RMOC - Billings Room 111 Lisgar St. 9. ADJOURNMENT The meeting adjourned at 9:40 pm. -- Zero freezes. Absolute zero freezes absolutely.