Minutes of a Meeting of the Board of Directors of the National Capital FreeNet held on February 22, 2000, at 7:00 p.m. at the RMOC - Billings Room 111 Lisgar St. PRESENT: Sandy Campbell dt820 SC Jessica Cohen Secretary aa724 JC Miranda Gray ak717 MG Pippa Lawson au771 PL Michael Mason President an956 MM Jean Wilmot aa145 JWi REGRETS: Jeff Bossert Treasurer au025 JB Natalie Munro Vice - President aa966 NM Andrew Nellis bs904 AN Dave Sutherland Chairman Emeritus 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 Van Yoeun ch316 Minute Taker: Joan Robertson cw055 1. INTRODUCTIONS The meeting was called to order at 7:10 p.m. with Michael Mason as Chair, and Jessica Cohen as Secretary. 2. APPROVAL OF THE MINUTES MOVED by Sandy Campbell, SECONDED by Michael Mason that the minutes of the previous meeting be approved. MOTION CARRIED, all in favour except Pippa who abstained. 3. REVIEW OF THE AGENDA Information item 5a) was spoken to in the ED report. 4. PROGRESS REPORTS There were no progress reports to be made at this months meeting. 5. OLD BUSINESS There was no old business to discuss this month. 6. REPORTS 6a) Treasurer's Report (Jean Wilmot) There was no financial report this month as the audit is underway. Statements will be presented at the next Board meeting. The new accountant Alison McCormack has started taking over the accounting duties. 6b) Executive Director's Report (Christopher Cope) Chris distributed copies of and presented the ED report. The average donation amount has increased in February , from an average of $30 per donating renewal in January, to an average of $40 per donating renewal . January donations were lighter as the early January deposits were credited to 1999; they had been received during the Christmas holidays when the office was closed. Jean asked if NCF had heard recently from the RMOC about the Extended Access Project. Chris replied none yet, they were originally planning on continuing with this in March. March is unlikely in terms of finalizing the extended access project as it will take time to setup the equipment once the details are finalized, but Chris optimistic that this will get back on track. Jean also pointed out that she was referred to in the ED report as analyzing the survey, and that she wasn't currently doing this. Chris said that Jim Elder has expressed an interest in analyzing survey results, Jean will talk to Jim about sorting the data fields. The most important part of the survey though, would be the comments. Jean commented on netscape messaging and webmail, suggested that these should be a lower priority for the sysadmin's time than overall system reliability. There was some discussion on current modems on the high speed line. The terminal servers are misloaded, resulting in non-connections, particularly on the Mitel lines. A discussion in which the intricate technical details of why specific fixes that various people suggested would not work followed, involving the boxes and radius networks, and different brands of terminal servers, modems, and cords. Miranda observed that we have been talking for months about getting a new terminal server , and we should buy one if an appropriate one can't be found as a donation by the next Board meeting, are stop talking about how we are going to do so. Chris replied that he had a potential lead on this, and should know by next week. Jean agreed with Miranda that we need to have another terminal server, whether bought or donated, and we had budgeted the money for that by the next Board meeting. ACTION: Chris to make this a priority for before the next meeting. Miranda asked about flyers and member development. Chris replied that he would talk to chief librarians meeting, and would deploy flyers then. An update on flyers will be provided next month. Chris handed out copies of a research proposal for a doctoral thesis proposal by Nahyun Kwon, a Doctoral candidate at the University of Wisconsin-Madison. Chris said that his first inkling is to want to cooperate, his only concerns are how much staff time will be involved, and not wanting to over survey NCf members. ACTION: The Board will discuss this proposal at the next meeting, when there has been some time to read the proposal carefully, as members of the Board were seeing this for the first time tonight. Bob Young had submitted a report on Seniors training, He recommended continuing with the courses at the Good Companions Centre and offering them at the Churchill Centre. Chris distributed an information item on the Millenium Learning Centres project. Vanier CSC is taking the lead on this, and they've been granted $25k to develop a business plan for this. Vision is to establish Millenium Learning Centres at specific points in the region to provide access to learning technologies. Chris has been invited to sit on the interim steering committee for this, and will be providing a letter of support from NCF. Miranda raised concerns about this taking up staff time, Chris replied that he was going to be doing this own his own time. 6c) AGM report (Jessica Cohen) Miranda resigned as AGM Chair, as between being a fulltime student, and working fulltime hours most week, she could not maintain any time towards this. Jessica Cohen was volunteered to replace her. Jessica asked for an update on AGM readiness status, Sheila reported that an AGM Chair account had been created, and a basic webpage has been put up. The agm newsgroups have been created, the nominations newsgroup will have to have the moderation transferred to the AGM Chair account, it is currently setup with Michael as moderator. Mark reported that the AGM software is going smoothly, and it should be ready on time, will send a more detailed update to Jessica. The AGM software is almost ready to have testers thrown at it. Jessica reminded everyone that annual reports are due on February 29th. 7. NEW BUSINESS 7a) AGM Motions (Jessica Cohen) Jessica reported that in addition to the three standard motions, one motion had been received from the floor, moved by Sandy Campbell and seconded by Jenny Lee Campbell. Standard Motions ================ 1. Remuneration of Agents, Contractors, and Employees MOVED by Jean Wilmot, SECONDED by Sandy Campbell 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 1999 Annual General Meeting be confirmed. MOTION CARRIED, unanimously. 2. Appointment of Auditors MOVED by Jean Wilmot, SECONDED by Pippa Lawson Be it resolved that the National Capital FreeNet appoint the firm of KPMG as its auditor for the 2000 fiscal year. MOTION CARRIED, unanimously Sandy asked about prices. KPMG has been doing our audits since 1993, also do tax return. Their fee is about $2800. Up ti last year they were making an annual phone line donation worth about $700. Jean recommended that with the new accountant, this would not be a good year to change auditors. Something to look into for next year would be to change our audit bylaw, a full audit is extreme for an organization of our size. 3. Rules and Regulations MOVED by Michael Mason, SECONDED by Miranda Gray 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 1999 Annual General Meeting be confirmed. MOTION CARRIED, unanimously Motion Received From the Floor ============================= The following motion was submitted for consideration at the AGM. That in order to serve better its members and its community, National Capital Freenet begin immediately the process of reorganizing itself as a cooperative. Moved by: Sandy Campbell dt820 Seconded by: Jenny Lee Campbell da777 RATIONALE NCF's basic organization, that is, its "governance structure," was put in place when the cyberworld was young. It was an outstanding child of its time, on the cutting-edge of the new electronic frontier- but the times have changed. NCF's basic structure has not and has been overtaken and left behind. If it does not modernize itself quickly, it will become to community networking what Alexander Graham Bell's "Silver Dart" became to aviation-- an historical footnote. "Governance structure" is a crucial factor in whether or not NCF will be able to survive in today's intensively-comptetive atmosphere. We are now in the cyberworld's equivalent of the rocket, the SST, the jumbo jet-- and it's changing by the minute. Our Silver Dart approach is quaint and charming, but it simply can't compete. NCF may be able to reinvent and reconfigure itself in time to preserve and pursue the concepts on which it was founded-- a community organization, financed, owned, and controlled by it members-- not-for-profit in the sense that any "profit" accrues to the community, not to any individual. Simply: A group of citizens who pool their resources and knowledge to provide a valuable asset for themselves and for their fellow-citizens. The "cooperative" type of organization is exactly appropriate to NCF's needs. An example of how it could work is the eminently- successful Mountain Equipment Co-op, whose rules could adapted as a model for an NCF Co-op. (Details are readily available on MEC's webpage.) It seems clear that NCF cannot survive, let alone continue to pursue its fundamental objectives, if it does not configure itself to "compete" in the rapidly-changing world in which it must function. Becoming a "business-like" cooperative is the way out of the confusion and uncertainty which now afflicts it. The mover, Sandy Campbell , was here to speak to the motion. Sandy said that he wanted to see this motion go to the AGM for discussion. It seems clear that the Board is not functional, Board members are interested in NCF, but the governance structure needs changing. Jean asked what specifically Sandy was hoping to change, Sandy replied that we can sell a fresh new reorganized NCF better, a co-op is similar but will interest more energized potential Board members, and change our governance style to be co-op. There were some concerns raised with this namely, that in order to form NCF the co-operative, we would have to first close NCF the non-profit corporation, and then re-open as a co-operative. Sandy felt that we should ask the members at the AGM if they want us to do this, several Board members stated that they thought it would be irresponsible of the Board to send a motion to the AGM without knowing what it entailed in terms of legal and financial responsibilities. Sandy said it was just a name change, Miranda explained that while in an ideal world it would be just a name change, in the real world there were legal rules that needed to be followed. Jean observed that changing from a corporation to a co-op might change our tax status, and that we need to research what would be involved in terms of costs, staff, assets. Chris observed that all our contracts are in the name of NCF the corporation. This includes our contract with Bell Canada for telephone lines, which is currently at a grandfathered price that is no longer offered by Bell. If we dissolved the contract and renogotiated a new one (as NCF co-op) telephone expenses would be at least double what they are now. Sandy said the motion should be put before the AGM where a debate on the pros and cons could be anticipated; if the motion was approved it would require the Board to make a detailed investigation before taking any action. Most Board members did not think it was a good idea, putting a motion like this to the AGM implied that we had done the research and would be able to answer member's questions about what exactly the change would entail, as well as what the change would accomplish. It was felt by most that it would be irresponsible to bring a motion forward that might or might not be feasible, without finding out. Pippa pointed out that many of the things that co-ops do in terms of governance (e.g. Board of directors being elected) we already do, and it was possible to run ourselves as the co-op model of governance in many respects without actually becoming a co-op. There was a lengthy further discussion that centered on the points already mentioned. Eventually the vote was called. MOVED by Sandy Campbell , SECONDED by Jenny Lee Campbell, the motion outlined above. MOTION DEFEATED. IN FAVOUR: SC AGAINST: JC MG PL MM JWi 7b) IP Services Information Item (Chris Cope) Chris distributed copies of a report on services offered to our information providers. This item is scheduled to be discussed at the April Board meeting. 8. ANNOUNCEMENTS Jessica reminded everyone that the annual reports are due on Feb. 29th. Miranda reminded everyone that the Board Retreat will be on May 7th. 9. DATE OF NEXT MEETING March 21, 2000 at 7:00 pm RMOC - Billings Room 111 Lisgar St. 10. ADJOURNMENT The meeting adjourned to an in-camera session to discuss personnel matters.