The following online vote was conducted two weeks before the January Board meeting: MOVED by Graeme Beckett, SECONDED by Mark Mielke that the board of directors appoint Natalie Munro, aa966 to the Board of Directors of the NCF until the 2001 Annual General Meeting. MOTION CARRIED: In Favour: GB JC SH DM MM Absent: SC MG Minutes of a Meeting of the Board of Directors of the National Capital FreeNet held on January 30th, 2001 at 7:00 p.m. at Ottawa City Hall - Honeywell Room 110 Laurier Ave. 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 Natalie Munro aa966 NM STAFF PRESENT: Sheila C. Alder Administrative Coordinator bw306 Andre Dalle System Administrator al178 GUESTS: Jim Elder aa456 Mike Kenzie ba600 Robert Rattey ac866 Richard Webb dw413 Minute-Taker: Joan Robertson cw055 1. Introductions The meeting was called to order at 7:15 p.m. with Miranda Gray acting as Chair and Jessica Cohen as Secretary. 2. Approval of the Minutes Jessica acknowledged receipt of amendments made earlier in the day by email. Minutes from the November meeting: MOVED by Sandy Campbell, SECONDED by Seline Herz-Fischler that the minutes from the November meeting be approved. MOTION CARRIED, unanimously, except by Graeme and Mark who were absent from this portion of the meeting. Minutes from the December meeting: MOVED by Seline Herz-Fischler, SECONDED by Sandy Campbell that the minutes from the December meeting be approved. MOTION CARRIED, unanimously, except by Graeme and Mark who were absent from this portion of the meeting. 3. Review of the Agenda Item 7a) Appointment of a new president (Sandy Campbell) was added. An item on Signing Officers was to be added to the end of the agenda if Mark was unable to make the meeting. Mark was in attendance and was able to provide documentation of his ID for the signing authority, so this item was dropped. 4. OLD BUSINESS 4.a) Hi-Tech Directory Proposal (Richard Webb) The hi-tech directory is steadily growing. Richard is awaiting further suggestions from Mark on the business plan arrangements. Richard asked about creating newsgroups associated to the directory. Sheila will help him set this up. ACTION: Richard and Mark will continue working on the business plan. If it isn't ready to present at the February meeting, another volunteer will be drafted to work with Richard and Mark on this. 4.b) Pilot Project for Providing Computers (Sandy Campbell) This project is currently stalled. It was left with Sandy and Chris Cope discussing it. Sandy has not pursued it himself, and suggested the project could be revived with more staff support. Miranda asked, and Sandy answered that his recommendation was that we wait until we have hired a new ED. Mike Kenzie mentioned that Michael Mason had written about the project in Monitor magazine. Richard Webb mentioned that the TAPP (The Anti-Poverty Project) was working on a similar project, when we revisit this project we should see what they are already doing, and if similar try to support their efforts instead. It was generally agreed that this was a good idea, to be reviewed when the project is revisited. 4.c) Information Update from Search Committee (Seline Herz-Fischler) The letter for MOM has been sent out. Richard Webb has been assisting in contacting electronic job sites. Several resumes have been received. The next step is to go to the newspapers. Sandy asked for a budget for advertising, up to $2500. Dave stated that if we could afford to hire an ED, we could afford an ad for a search for one. MOVED by Sandy Campbell, SECONDED by Dave Millman that the Board approve the expenditure of up to $2500 for the Search committee to use for advertising. MOTION CARRIED, unanimously, except Mark who was absent for this portion of the meeting. Seline thanked Richard Webb, Robert Rattey, and Jim Elder for their help involving the Search Committee. 4.d) Draft Budget for 2001 (David Millman) Dave distributed new copies of the 2001 budget balance sheet. He explained that they were changed from the two draft budgets that had been sent out on the Board list. They represented budgets based on the following assumptions: Draft 1: - asking $60 / year (or $5 /month) donation from members - 2/3 time Executive Director starting April 1 - keeping all current phone lines Draft 2: - same donation request and phone lines, but full-time ED starting April 1. In the draft-1 budget the end-of-year cash balance projection is $17K In the draft-2 budget the end-of-year cash balance projection is $2K David recommended that we approve the draft-1 budget with a 2/3 time ED. He explained that this would be the cap on billing for the ED over the course of the year. The ED would be working full time, but it would be expected that the other 1/3 of the time would be for projects. Jim asked what projects would need ED time, as the budget did not reflect money from projects. Dave explained that the projects were budgeted separately since they are break-even projects, project lifetimes span several years, and no contracts have been signed for the current projects. Miranda said it was better to have a more conservative budget which we can grow from, than plan a budget and fall short. Graeme suggested that persons interviewed for the ED position should be aware that the salary may not be full time all the time. Miranda replied that the ED would be full-time , and billing appropriate to the tasks. The 2/3 budget would be for the year. If there was no work on projects to do, we would still hire an ED to work full-time for a shorter period of time if the budgeted money was used up. Richard W. asked about membership numbers, as if projects go on schedule, they might increase membership. Dave replied that this would be great, but right now there is nothing to base the projection on. Membership has been decreasing the past several years, so he can't inflate the numbers for the budget. Graeme asked about the renewal revenue in the budget proposed, and operating expenses. A previous draft of the budget, containing all the sheets, not just the balance sheet was borrowed from Jessica, and Graeme and David looking at it to answer Graeme's question, while the Chair suggested that we take a break a little early. There was a minor digression into the mechanics of double-entry accounting and what that actually means when reading a financial reports (namely that in order to balance, lefthand side = righthand side, not "oh well this side is bigger so thats good") Graeme asked that it be stated on the record that he felt without a statement of expenses there was not enough information to approve the budget, and he was abstaining for this reason. MOVED by David Millman, SECONDED by Seline Herz-Fischler that the draft budget for 2001 based on asking $60 / year (or $5 /month) donation from members, 2/3 time Executive Director starting April 1, and keeping all current phone lines be approved. MOTION CARRIED. In Favour: SC JC MG SH MM DM NM Abstained: GB 5. Reports 5.a) Treasurer's Report (David Millman) David distributed copies of and presented the Treasurer's Report. Revenue from renewals and new registrations were a little lower than budgeted ($12.4K actual instead of a budget of $14.8K) Revenue from other fundraising activities was higher than budget as money was still coming in from the modem funding drive. Expenses were $10K over budget, 9K on projects and the rest on depreciation. Surplus of revenue over expenses was higher than budgeted, a it includes the previous unearned revenue, which has not yet been matched and used. Miranda asked the negative expense for system administration. Dave suspected that this was probably because the time had been billed to one of the projects, but that he would check, and confirm what it represented online on the Board list. On the balance sheet, Dave observed that even without the $69K of unearned revenue, we were still slightly ahead of budget in our end cash position. ($98K actual, $27K budgeted). Graeme asked how much money had come in from the funding drive. Sheila replied that money was still coming in. As of the end of the funding drive, (Dec. 14) we had received about $12K, but we could expect a bit more to come in (maybe about 1K or so). 5.b) Operations Report (Graeme Beckett) Graeme presented highlights from the Operations Report: Membership: The number of members has dropped 26% over the year, from 10,325 members in December 1999 to 7590 in December 2000. Mitel: On January 19th Mitel reconfigured their lines, all lines are now digital. Our current status is now 16 lines during the day, and 48 in the evening. Biggest non-connection problem is now busy signals, lines are in 100% use almost all day. Office: The office is short of volunteers, daytime (morning or afternoon) office volunteers are needed. Email to members: Graeme thanked Mark Mielke for the automated script he wrote to allow email to be sent out to the membership more easily. Renewal bug fix: Graeme thanked Jim Elder for his help in fixing the Y2K bug that was causing renewals to come up as being 10000 days overdue. News: Graeme announced that a downtime will need to be scheduled for Andre to fix the news machine, this is tentatively scheduled for February 2nd. 5.c) AGM Report (Jessica Cohen) Jessica reported that no special business was raised from the floor. An AGM message has gone out, along with the birthday message, the webpage and newsgroups are up. Jessica stated that she still needs a volunteer to deal with questions, making sure that questions relating to the AGM get answered , not necessarily doing all the answering themselves. Natalie volunteered to do this. Natalie will also be handling proxies. Annual reports are du on February 20th. Sandy asked what was meant by the proxy votes. Jessica explained that for text-only users, the web interface for voting, while still manageable for people who were fine with lynx, had come up as a difficulty in the previous AGM. The proxy voting would allow them to send their votes to the designated person (Natalie), more of an advance poll than an actual proxy in the usual sense of the word. Miranda asked if the secure AGM machine is online, Andre replied that it was. Andre, Mark, and Jessica will be testing the AGM software before the start of the AGM, the software is the same as last year, so should work fine. 6. NEW BUSINESS 6.a) Appointment of a New President (Sandy Campbell) Sandy moved that we appoint a new person to the role of president and CEO. He suggested Seline, Seline declined. No one else present was willing to consider being appointed to the role of President. Sandy had raised several concerns online, chiefly that Graeme was unwilling to provide a basic resume to the Board or the membership. There was some discussion on whether this discussion (which referred to a specific person, much like CRC matters and staff matters are held in-camera) should be held in-camera, and some further discussion on the discussion, and whether this discussion was better held after the AGM , when there would be a majority of new Board members whom might want a say in the discussion. Jessica observed that the officers would be revisited after the AGM this year in any case (usually this every two years, but the motions for appointment had been till the meeting after the 2001 AGM). The discussion continued on the open meeting. Jim suggested that if there was no confidence in Graeme as president , a "non-confidence" vote should be held. Natalie moved, and Jessica seconded that Graeme Beckett as president has the support of the NCF Board. In the discussion of what this meant, it was acknowledged that if this motion failed, the most appropriate action would be for Graeme to resign, since it would demonstrate a clear lack of support. There were several concerns raised, some relating to Graeme, some in relation to other people. Sandy raised concerns about whether Graeme had any conflicts of interest with companies that NCF deals with. Graeme replied that he didn't have any conflicts with any of the companies that NCF deals with, and that he had already told Sandy this online. Sandy, and several f the members from the floor felt that without a public CV they couldn't actually judge this. In terms of Board members and CV's one of the suggestions for the 2002 AGM was to make a requirement that potential candidates post a CV. Jessica observed that candidates are already strongly encouraged to put up information about themselves , with some guided questions for specific content (e.g. why want to be a director of NCF, what skills bought, etc), although it wasn't a requirement for running, but a recommendation for candidates to do. Changing this to a requirement would be a policy change, too late for the 2001 AGM, but something that can be considered for 2002. Questions were raised about the President constantly abstaining on motions, making it hard to judge views. It was observed that the previous president had also done this, but that it did not make this any more desirable. Several Board members (Miranda, Jessica, Seline) stated that they would be more comfortable with Graeme actually voting on motions, but he was volunteering a large amount of his time to NCF, and appeared to have NCF's best interest at heart. There was also some discussion raised on privacy. It was observed that confidential discussions had a habit of being repeated elsewhere, and what the boundaries on reasonable personal privacy were, and whether reasonable bounds on privacy were being respected. Dave stated that if the concern was over monetary dealings, two signing officers were required to sign any given cheque, not just one. Sandy stated that the he felt that Graeme had made secrecy a problem, and wasn't sure why Graeme was unwilling to provide a basic resume. The discussion continued on these points until Miranda (chairing) called the motion to a vote. MOVED by Natalie Munro, SECONDED by Jessica Cohen that Graeme Beckett as president has the support of the NCF Board. MOTION CARRIED. In Favour: JC MG SH NM Against: SC MM DM Abstained: GB It was suggested by Miranda that while the motion had passed, the fact that the discussion had been held at all should be observed by Graeme. 7. ANNOUNCEMENTS Jessica reminded everyone that nominations for Board candidates open on February 6th. She also reminded everyone that the NCF Birthday party is on February 8th, at Ottawa City Hall. Natalie will be getting the cake, which will say something, but not necessarily happy birthday. 8. Date of Next Meeting February 20th, at 7:00 pm. Location to be announced 9. Adjournment The meeting adjourned at 10:00 pm.