Minutes of a Meeting of the Board of Directors of the National Capital FreeNet held on November 21, 2000 at 7:00 p.m. at the RMOC - Billings Room 111 Lisgar Street PRESENT: Graeme Beckett President aw958 GB Sandy Campbell dt820 SC Jessica Cohen Secretary aa724 JC Miranda Gray 2nd Vice-President ak717 MG Seline Herz-Fischler 1st Vice-President as370 SH Mark Mielke al278 MM David Millman Treasurer aa342 DM STAFF PRESENT: Christopher Cope Executive Director bz787 Andre Dalle System Administrator al178 GUESTS: Marissa Bovey bh590 Mike Kenzie ba600 Scott McBride en064 Michael Phillip Sinclair dz696 Richard Webb dw413 Minute-Takers: Miranda Gray, and Jessica Cohen 1. INTRODUCTIONS The meeting was called to order at 7:10 p.m. with Seline Herz-Fischler as Chair, and Miranda Gray as Secretary. Jessica took over as Secretary and Minute-Taker partway through the meeting when she arrived at the meeting, at agenda item 4b). 2. APPROVAL OF MINUTES OF THE PREVIOUS MEETING The minutes were approved unanimously as presented, except by Jessica and Graeme whom were both absent from this portion of the meeting. 3. REVIEW OF THE AGENDA A motion was conducted online prior to the November Board meeting. That motion is reflected under the associated agenda item: 6a). Item 6b) Gift Memberships (Chris Cope) was added under New Business. Item 6c) Motion on Priorities (Sandy Campbell) was added under New Business. There was a correction made to the "Date of Next Meeting" on the agenda as printed, to read December 18th, not November 21st. 4. OLD BUSINESS 4a) High-tech Directory Proposal (Richard Webb) Richard reminded us that he had previously circulated a proposal by email and asked what the next step was. Sandy replied that we have the proposal and the board is no longer the right place to discuss the proposal. Sandy suggested turning the proposal over to the ED to finalize. Sandy stated that he would like staff to move it to the next step. Michael Sinclair asked if the project had been approved by the board previously. Sandy replied that the Board had approved it but that implementation details needed to be done by staff and turn it into a formal proposal. Staff will need to work out the book keeping details. Chris Cope stated that he had concerns about the proposal as presented. He asked to have it finalized before approval by the Board. Miranda stated that the Board had only approved Richard making a presentation. Sandy agreed with Chris's suggestion and proposed a motion. Motion: MOVED by Sandy Campbell, SECONDED by Mark Mielke that the ED prepare a recommendation on the business case for the December Board meeting regarding the High-Tech Business Directory proposal. MOTION DEFEATED. In Favour: SC, MM Opposed: MG, SH Abstaining: DM Absent: GB, JC Miranda said she would approve the go ahead for the negotiations if a Board member was in on the discussions. The following motion was than proposed: MOVED by Sandy Campbell, SECONDED by Mark Mielke that the ED and Mark prepare a recommendation on the business case for the December Board meeting regarding the High-Tech Business Directory proposal. MOTION CARRIED, unanimously among all those who were present. In Favour: SC, MG, SH, MM, DM Absent: GB, JC 4b) Draft Budget (David Millman) To be brought forward by David to the December Board meeting. 5. REPORTS 5a) Treasurer's Report (David Millman) David distributed copies of and presented the Treasurer's Report. Revenue from renewals was slightly higher than budget, from new registrations was slightly lower, overall operating revenue and expenses excluding projects was close to budget predictions. In terms of project revenue, a cheque for $18,450 was received from HRDC for the Webmail project. This was reflected in the report as $3334 under revenue, with the remainder ($15,116) being Unearned Revenue. Unearned revenue is treated as a liability, it becomes revenue when the related out-of-pocket expenses are incurred. Jessica asked David about what the budget $14000 under Thin Client is in reference to, David will look into this and report back either online or at the December board meeting. 5b) Executive Director's Report (Christopher Cope) Chris presented highlights from, and distributed copies of the ED report. Renewals were up 37% in terms of people, which was much higher than forecasted. Chris speculated that this may be a response to the modem challenge, for example that people saw the modem challenge and remembered that they needed to renew their accounts. NCF received 15 VolNet renewals. This is a good indicator that Information Providers respond well to direct solicitation in terms of renewals. Modem availability remains a problem due to the RAS 1500. Most of the modems are working well, however the ones that don't are creating the worst category of error, the dreaded Ring No Answer. On the plus side, we are still getting 95% success. Andre is continuing to search for solutions. Jim Elder's modem software has been installed and is working well. Mitel is re-evaluating its internal modem pool. Preliminary evidence suggests the likelihood that NCF will lose access to some or all lines. Chris and Andre continue to maintain contact with Mitel. This month's ED report contains a summary on the NCF projects, and on projects that other similar organizations are pursuing. OCRI has hired a consultant to work with the synergies between the different organizations, as well as to broker deals between compatible projects. Modem challenge update: As of yesterday, the total was $4711, and 111 members entered into the contest. Richard Webb asked about creating a procedure for people who wish to link to NCF contests or promotions. He suggested that there should be a process to make it easy to just add a link (such as a script that would automatically link to the current info). Chris mentioned that one of the Thin Client components is just waiting for the signature of the donating corporation's signing officer. The letter was promised and is expected but will arrive later than expected. Chris and Jeff Bossert are pursuing the donor aggressively. The Webmail proposal will be going to HRDC in February and will be presented to the Board in January. We have until March to deliver the plan. Technical time on the project was discussed. Approximately 25% of Andre's time will be going towards the project development during November and December. Miranda expressed a concern about similarities between projects and the possibility that NCF will be scooped by colleagues. Chris replied that the ASP projects are quite different. He also mentioned that several of the other organizations looking at Webmail would prefer to work with a non-commercial partner, such as NCF. Miranda asked about over-heating in the machine room at Carleton. Chris replied that we are in good shape currently. The machine in question has poor ventilation. Additional fans are being installed. 6. NEW BUSINESS 6a) Pilot project for providing computers (Sandy Campbell) The following online vote was conducted between the October and November Board meetings: MOVED by Sandy Campbell, SECONDED by David Millman that the Board of NCF approves in principle the joint Pilot Project by NCF and RMOC to provide NCF membership and 'internet-ready' computers to participants chosen by RMOC, with final approval when a letter of agreement is signed by NCF and RMOC. MOTION CARRIED, unanimously among those whom were present for the online vote. IN FAVOUR: GB SC JC SH MM DM Absent: MG This agenda item referred to an information update based on this online vote. Update: Sandy and Chris have spoken to a Millennium Learning Centre representative about the project. After some discussion, the conclusion was to consider moving away from MLC as a partner and to work with ourselves or another partner. The team is working to get a letter of agreement and begin soliciting hardware. A letter of agreement will come back to the Board prior to proceeding. On discussion of whether RMOC would be interested in working with NCF without MLC involvement, Chris stated that he suspected that the RMOC concerns were that the delivery of the computers be fair and equitable, which could be addressed by partnering with other organizations that were involved with judging and fulfilling needs. Miranda suggested that this item be added to next month's agenda. This item will return to the December Board meeting, unless a letter of agreement is completed beforehand, in which case Sandy will send it out online. 6b) Gift Memberships (Chris Cope) Chris has prepared a trial run for the gift membership programme, including plans for personalized mentoring programme, and a personalized certificate. Chris stated that we had enough volunteers to handle a small load. The plan is to prove the concept. If it works, NCF will expand on the idea. 6c) Motion on NCF plans and priorities (Sandy Campbell) In light of reports that the Board would be focusing on cutting costs as NCF's response to a projected revenue shortfall in 2001, Sandy proposed that the Board should choose the alternative of an all-out drive to increase revenue. If the prospects of NCF's survival were as gloomy as suggested by the Budget/Finance committee, Sandy suggested it would be better that NCF go out with a bang than a whimper. Sandy read out his motion for discussion: That NCF's first priority is to improve service to members and to the general community and thereby increase membership donations to a level at which they will cover all operation expenses; That the Executive Director be instructed to developa business plan which will accomplish this objective by the end of 2002; That the plan include quarterly milestones, beginning March 31, 2001, by which the Board can accurately measure progress toward this objective; That the Plan be ready as far in advance of the December Board meeting as possible for review and possible revision; That the Executive Director is responsible for the details of implementation and will provide a clear, and accurate account to the Board quarterly, so that it may decide whether it is satisfied that the plan is succeeding. Mark seconded the motion. Miranda said that the solution to our problem was not to give Chris more things to do. Sandy indicated that the priorities should be on one thing to focus on and that is making Freenet vision. Seline stated that was what the role of our NCF vision plan was for. Graeme asked whether Sandy had met with Chris to deal with the communication strategy, as planned. Sandy said that he had not and that as Freenet does not know who they are, the pilot project is more important than publicity. Seline suggested that we needed a communication plan before we start marketing. Miranda said that she thought she and Sandy meant different things by communication strategy. In her opinion, a communication strategy should include what we want to say, as well as how we say it. Michael asked if, to Sandy, a communication plan is the same as marketing. Sandy said that, no, it is part of the marketing plan, about what you want to market is the same as what you want to talk about. Sandy said that it is important to have a clear understanding of goal and purpose, to promote what we want to say. Richard said this kind of conversation would be better dealt with in ncf.board.speakers-corner during the next couple of weeks. Mike Kenzie said that it is critical that things get done and not just talked about. Michael Sinclair said that he felt that December was too soon, and that all the Board should be involved. Sandy suggested that Chris should present what he had accomplished at the December Board meeting, and that ultimately, the plan that the Board would look at and approve, would be one that would be developed by Chris in consultation by Board members and others. Thus it would be a plan Chris could be confident that he could put his name to and implement. Sandy reminded the Board that it is Chris who has to decide if the plan is do-able and the Board has to decide if the plan is appropriate. Mark was against not having firm dates for deliverables, in that this had not worked so far for the visioning plan. Jessica observed that there were deadlines on the visioning plan, although they certainly were off track. Miranda stated that Sandy's motion was another way of getting visioning back on track, she referred to Graeme's question about the communications strategy, as an example. She said that she doesn't believe that the solution to NCF's problems is to tell staff to tell the Board how to solve NCF's problems. Sandy said that the staff's job is to figure out how to achieve the broad objectives set out by the Board. He said that objective is to increase member contributions to the point they will eventually cover all of NCF's basic operating costs Miranda said that the year-long plan is not at a day-to-day level. It is appropriate to have staff on the day-to-day level. Visioning is at the year-long level. Sandy said that Miranda likes to manage people. David said that the longer plan is what visioning produced, and that it was now up to staff to do the day to day work. Seline called the vote. MOVED by Sandy Campbell, SECONDED by Mark Mielke: That NCF's first priority is to improve service to members and to the general community and thereby increase membership donations to a level at which they will cover all operation expenses; That the Executive Director be instructed to developa business plan which will accomplish this objective by the end of 2002; That the plan include quarterly milestones, beginning March 31, 2001, by which the Board can accurately measure progress toward this objective; That the Plan be ready as far in advance of the December Board meeting as possible for review and possible revision; That the Executive Director is responsible for the details of implementation and will provide a clear, and accurate account to the Board quarterly, so that it may decide whether it is satisfied that the plan is succeeding. MOTION DEFEATED. IN FAVOUR: SC, MM Against: JC, MG, SH, DM Abstained: GB 7. ANNOUNCEMENTS Jessica reminded everyone that the December Board meeting will be held on Monday, December 18th, as discussed at the September Board meeting. Location TBA. 8. Date of Next Meeting Monday, December 18, 2000 at 7:00 PM Location TBA 9. Adjournment to In Camera meeting The meeting adjourned to an in in-camera session in reference to the Finance Committee. >From the in-camera section of the meeting: MOVED by David Millman, SECONDED by Miranda Gray, that the position of Executive Director be terminated for financial reasons, and that the current Executive Director be given notice on November 22, 2000(*) that his contract will terminate on December 31, 2000. MOTION CARRIED. In Favour: JC MG SH DM Against: SC Abstained: GB MM * a minimum of 30 days notice must be given to the Executive Director according to the contract. The Board meeting adjourned at 9:45 p.m.