Minutes of a meeting of the Board of Directors held on February 19th, 2001 at 7:00 pm at Temple Israel Synagogue 1301 Prince of Wales Drive 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 David Millman Treasurer aa342 DM REGRETS: Mark Mielke al278 MM Natalie Munro aa966 NM GUESTS: Jim Elder aa456 Mike Kenzie ba600 Robert Rattey ac866 Minute-Taker: Joan Robertson cw055 1. Introductions The meeting was called to order at 7:15 with Miranda Gray as Chair, and Jessica Cohen as Secretary. 2. Approval of the Minutes Jessica announced that there was an addendum to the minutes, the online motion on the appointment of Natalie Munro that took place online in January, previous to the meeting. David moved, and Seline seconded a motion on approving the minutes. Graeme requested changes to section 6a), the item approval of the minutes was deferred to the end of the meeting (after the break) to give him a chance to outline these more specifically. 3. Review of the Agenda Item 4b) Hi-Tech Directory Proposal was deferred to next month as neither Richard Webb nor Mark Mielke were in attendance. 4. OLD BUSINESS 4a) Information Update - Search Committee (Sandy Campbell) Ads ran in the Citizen, and on monster.ca. About 28-30 resumes have been received so far, Seline and Sandy are discussing them as the arrive. The deadline for submissions of resumes is February 26th. Interviews will be conducted on Saturday, March 3rd. The interviewing committee will consist of Seline, Sandy, and some are all of Jim Elder, Shirley Yik, David Millman, and Jeff Bossert. There was some discussion on how many people actually should be interviewing candidates, many felt that 6 people seemed high. As there were no objections to any of the prospective members of the interview committee, it was decided to leave the structure up to them. Miranda asked if the interview committee was taking questions to be asked in the interviews. Seline replied that questions and suggestions could be sent to jobs@ncf.ca , which went to both her and Sandy. Graeme asked about the cost breakdown. $350 was spent on the monster.ca ad, the 2 citizen ads came to $1350. A third ad may be placed at charity.village.com, which will cost $150 , still keeping the total cost within the $2500 limit on advertising. Jessica asked that the final details on the interview structure (who was doing the interviewing, and if all people were doing all interviews, or breaking it down) be sent on the Board mail alias. Seline replied that she would do this. 4c) Review of Policies (Miranda Gray) This item will be deferred as something that needs to go onto the agenda with the new Board (in March or April), as the policies need updating. Graeme asked that we look at the time limit and modem sharing policy tonight. He explained that the time limit and modem sharing software is being implemented differently on each of the modem pools: On 1135 (and 1130) the session limit is 1 hr, but will be extended by 5 min periods indefinitely as long as there are free lines On the Mitel lines the session limit is 1 hour and 15 minutes. The daily time limit is not checked, so each time a login gets 1.25 hours. On 9013, session limits are always 2 hours. The current policy is that session limits are 1 hour, and daily limits are 2 hours, but either is extended when the lines are not busy. There was some discussion on whether we wanted to fix the software so it all matched the policy, or if we wanted to change the policy to match the implementation, and which implementation we wanted to match. As making any major changes would involve the need to look at the impact of the change on the number of busy signals, the implementation on the other machines will be fixed to match the 75 min session limit (and 2 hr daily limit) , and Andre and Graeme will monitor for busy signals and other indications of impact of the change. Review of policies will return to the agenda in March or more likely April. 5. REPORTS 5a) Treasurer's Report (David Millman) David distributed copies of and presented the Treasurer's Report. We exceeded budget in revenue in every category by a small amount, total revenue: $22868 vs a budget projection of $19716). Expenses were as slightly lower than expected: (actual $12625 vs a budget projection of $13157). The surplus at the beginning of period changed by $10K because of changed accounting conventions recommended by our auditors. The $10K is money that we have already spent towards webmail, which is now owed to us. On the balance sheet, the $58K for segregated cash represented the money advanced to us for thin client and webmail ($68K ) - money already used. The segregated cash asset balances with the unearned revenue liability. 5b) Operations Report (Graeme Beckett) Graeme explained that with the annual report being due this month, and as the report statistics from the office were only received today, the February operations report would be delayed. When the report is ready it will be mailed. Graeme provided updates on the projects status: Graeme asked Dave Sutherland to look at the projects. He looked at the draft Smart Capital and Thin Client contracts, and wrote down some suggestions and comments, which have been passed on to Jeff Bossert. Seline asked why Dave was asked to look at the contracts, Graeme replied that it was to provide an outside view to make sure there was no bias in them. Graeme asked for Board authorization to negotiate a new deadline for the deliverable on webmail (the business plan). The current deadline is March 2. OLT is understanding of our status , with no ED currently , and a new ED budgeted to start on April 1st. There were no objections to this. ACTION: Graeme will negotiate a new deadline for the webmail contract. As a final comment on projects, now with that various contracts coming in, we will need to get people with legal backgrounds to look them over. 5c) AGM Report (Jessica Cohen) Jessica reported that so far 0 nominations have been received. The deadline for nominations is Friday. On the software side, Mark and Andre have setup the AGM machine, and everything should be ready to go when the vote starts on February 27th. 6. New Business 6a) Board Motions to the AGM (Jessica Cohen) Jessica presented the three standard motions that are sent to the AGM by the Board every year: Motion A - Remuneration of Agents, Contractors, and Employees SECTION ONE: Motion 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 March 2000 Annual General Meeting be confirmed. SECTION TWO: Comments from proposer of the motion The NCF bylaws call for this resolution to be considered by members: 15. A reasonable remuneration for all officers, agents and employees and committee members may be fixed by the board of directors by resolution. Such resolution shall have force and effect only until the next meeting of members when such resolution shall be confirmed by resolution of the members, or in the absence of such confirmation by the members, then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members. SECTION THREE: Comments from your NCF Board Voting 'Yes' on this motion is recommended by the Board of Directors. MOVED by David Millman, SECONDED by Sandy Campbell that this motion above be approved. MOTION CARRIED, unanimously. MOTION B: Appointment of Auditors SECTION ONE: Motion Be it resolved that the National Capital FreeNet appoint the firm of KPMG as its auditor for the 2001 fiscal year. SECTION TWO: Comments from proposer of the motion NCF bylaws require the appointment of an auditor at the annual general meeting. KPMG has been NCF's auditor since 1993. SECTION THREE: Comments from your NCF Board Voting 'Yes' on this motion is recommended by the Board of Directors. MOVED by David Millman, SECONDED by Graeme Beckett that this motion above be approved. MOTION CARRIED, unanimously. Motion C - Rules and Regulations SECTION ONE: Motion 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 March 2000 Annual General Meeting be confirmed. SECTION TWO: Comments from proposer of the motion The by-laws state that all rules and regulations set by the board of directors must be confirmed at an annual general meeting: "40. The board of directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect." SECTION THREE: Comments from your NCF Board Voting 'Yes' on this motion is recommended by the Board of Directors. MOVED by Graeme Beckett, SECONDED by Seline Herz-Fischler that this motion above be approved. MOTION CARRIED, unanimously. 6b) NCf Audit (David Millman) David explained that audit was not ready yet, as they had to fix to little problems, which had been fixed and it had gone back to the auditors. Jessica said that the audit needed to be approved before the AGM on Tuesday, or the AGM will have to be pushed back. ACTION: David expects to have the audit back by Thursday or Friday. It will be sent around the Board mailing list for an online vote to end on Monday. From the online vote conducted Feb23-Feb26th: MOVED by David Millman, SECONDED by Seline Herz-Fischler that the NCF board approve the audit of the financial statements for 2000, which I sent a few minutes ago. MOTION CARRIED, unanimously. 6c) Procedure for NCF mailouts (Jessica Cohen) Jessica explained that this item was added at the request of Robert Rattey. With the recent improvements in our tools used to send mailouts to members, we have become lax in following the appropriate procedures for using this tool. Mailouts with the wrong version, or without mention of the french translation, or without translation. Jessica reminded the Board that the the procedure for mailouts is that they should go through the office (or the ED when we have one). A french translation also needs to be available (the office asks the translation volunteers for this). Miranda suggested that "how we communicate with members" be included in the orientation information for new Board members. *** As this finished the main agenda for the evening, a break was held, and than item 2: approval of the minutes was returned to. 2) Approval of the Minutes of the previous Meeting (from beginning of the meeting) Graeme said that section 6a) was too verbose, and suggested that paragraphs be removed: 2,3,4,6,7,8,9, and 12 be removed. It was felt by the Secretary (Jessica) , and by the mover and seconder of the motion to approve the minutes (David, Seline) that this would alter the sense of the discussion too much, and this was not accepted as a friendly amendment. Sandy expressed the opinion that if anything he felt the minutes on this section were not verbose enough. Several Board members expressed the opinion that the minutes for this section were quite balanced, and reflected a fair view of the discussion, minus the ad hominem character attacks that had been part of the original discussion. Jessica suggested that as minutes often aren't as descriptive as ours tend to be, another alternative would be to remove all the discussion alltogether (not just selected parts of it), and just leave the motion. Miranda said that if it was considered that the discussion had belonged in camera , and she would have moved if there if she could go back and chair it again, this was another possible answer. At this point there was a diversion into the items that had been under discussion, and a diversion into whether members on the floor felt that the discussion should have been moved in camera, which didn't occur in any case. After some discussion on these points, Miranda called the minutes (without amendment) to a vote. MOVED by David Millman, SECONDED by Seline Herz-Fischler that the minutes of the January Board meeting be approved. MOTION CARRIED: In Favour: SC JC MG SH DM Against: GB 7. Announcements Jessica reminded everyone that the nomination deadline was February 23rd. 8. Date of Next Meeting March 20, 2001 at 7:00 pm Ottawa City Hall 0 Billings Room 110 Laurier Ave. 9. Adjournment With no further business to discuss, the meeting adjourned at 9:20 pm.