National Capital FreeNet / Libertel de la Capitale nationale

NCF Board of Directors
Minutes of Meeting
November 20, 2001


Minutes of a meeting of the Board of Directors

Held on November 20, 2001 at 7:00 pm
at Old Forge Community Center
2730 Carling Avenue (at Richmond Road)

The meeting was called to order at 7.00 p.m. with Chris Cope as Chair and Sandy Campbell as Secretary.

Minute-Taker: Mike Billows (bm582)


    Board members present:
    David Millman (aa342), Treasurer
    Graeme Beckett (aw958)
    Sandy Campbell (dt820), Secretary
    Christopher Cope (bz787), President/chair
    Gary Eikenberry (aa353)
    Catherine Wenuk (ep584), 2nd Vice-President
    Mark Mielke (al278)
    John Wenuk (ep585)

    NCF Staff/Management present:
    Ian MacEachern (bi207), Executive Director
    Sheila Alder (bw306), Office Manager
    Andre Dalle (al178), System Administrator

    NCF members present:
    Richard Webb (dw413)

    (see minutes of prior month)

    MOTION: That minutes be approved as presented.
    Moved by: Sandy Campbell
    Seconded by: Cathy Wenuk
    VOTE: All in favor

    (see draft agenda)

    under New Business: 6 g) Director's resignation
    under Old Business: 4 b) which is covered by item 6 d) New Business


    a) Recommendation on Board makeup (Ian MacEachern)

    Ian MacEachern summarized his report on discussions with other NPOs about Board size and the filling of vacancies. He recommended the Board be kept at the present size and vacancies not be filled unless difficulties arose on meeting the meeting quorum requirement of five.

    MOTION: That the number of Directors be kept at 11 and that existing vacancies not be filled prior to the AGM.
    Moved by: Sandy Campbell
    Seconded by: John Wenuk
    VOTE: All in favor


    1. Treasurer's Report (David Millman)
      (see accompanying report and financial statements for prior month)

      David Millman gave Directors a two-page summary showing revenue decreases were largely offset by decreases in expenses; the latter were achieved by charging appropriate SysAdmin and ED costs to Projects.

      MOTION: That the report be adopted as presented.
      Moved by: Sandy Campbell
      Seconded by: Graeme Beckett
      VOTE: All in favor

    2. Executive Director's Report (Ian MacEachern)
      (see accompanying report)

      Executive Director Ian MacEachern summarized highlights of his monthly report: An agreement with Carleton University on phone lines favorable to NCF will soon be finalized; 3 Com has agreed to a full refund of the price of its erratic RAS 1500s and work is going ahead on identifying replacement equipment; efforts continue to solve technical problems on webmail and Thin Client projects; SysAdmin Andre Dalle continues to work on reduction of spam. Overall membership donations are down slightly during the report period.

      MOTION: That the report be accepted as presented.
      Moved by: Sandy Campbell
      Seconded by: Graeme Beckett
      VOTE: All in favor.

    3. Executive Committee Report (Chris Cope)
      (see accompanying report)

      President Chris Cope made an oral report on the Executive Committee meeting November 13 at which former Director and longtime NCF supporter Jim Elder was invited to sit in. Committee members discussed the E-D's strategy document; also urged priority attention to completing the Carleton-NCF phone agreement and to pressing ahead with the Thin Client project.
      President Cope agreed with Directors' request to try to post a written report on Executive Committee meetings in advance of the Board meeting.

      MOTION: That the report be accepted as presented.
      Moved by: Sandy Campbell
      Seconded by: Graeme Beckett
      VOTE: All in favor.


    1. Election of 1st Vice-President

      Sandy Campbell had put a motion on the Agenda to nominate Gary Eikenberry for election by Directors as 1st Vice-President of the Board. Several Directors spoke of the skill and experience Gary would bring to the position. Gary agreed to stand.

      MOTION: That Gary Eikenberry be elected 1st Vice-President of the NCF Board.
      Moved by: Sandy Campbell
      Seconded by: David Millman
      VOTE: All in favor.

    2. Smart Capital Contribution Agreement

      Executive Director Ian MacEachern outlined the
      proposed Smart Capital contribution agreement between OCRI and NCF. He explained that third-party delays were a serious concern and could jeopardize elements of NCF's plans; efforts to solve the problems were being redoubled as deadlines neared. (President Chris Cope excused himself from the discussion and offered to leave the room, because his work with OCRI might lead to a conflict of interest.)

      MOTION: That the Board approve the proposed Smart Capital Contribution Agreement between OCRI and NCF and authorize the Executive Director to execute the signing of the agreement.
      Moved by: David Millman
      Seconded by: Gary Eikenberry
      VOTE: All in favor

    3. Creation of Nominations Committee

      This item engendered considerable discussion. Several Directors strongly supported the E-D's recommendation suggesting the Board has a duty to the NCF membership to make serious, organized efforts on "succession planning." Others worried that there might be a perception of elitism; that some members might be insulted or feel slighted that finding good Board candidates was not left entirely up to them.

      MOTION: That the Board appoint a Nominations Committee to recruit individuals whom the Board shall then recommend to the membership as qualified candidates for election at the Annual General Meeting.
      Moved by: Sandy Campbell
      Seconded by: Cathy Wenuk
      For: Cathy Wenuk, Sandy Campbell, Mark Mielke, John Wenuk, Chris Cope.
      Abstain: Graeme Beckett, Gary Eikenberry

      MOTION: That the Board create a Nominations Committee whose initial members shall be Chris Cope, Sandy Campbell, and Ian MacEachern.
      Moved by: Mark Mielke
      Seconded by: John Wenuk
      VOTE: All in favor

    4. NCF Strategy for 2002

      Executive Director MacEachern provided an overview of his strategy document, which had been circulated to Directors. Objective is to identify short-, medium-, and long-term goals providing a framework for specific targets and timelines. Among these: Remain a donation-based organization; establish NCF as a 'brand,' giving it an identity outside the membership; develop strong and reliable basic services (including spam-reduction); streamline registration and donation methods; make more use of volunteers. Unfortunately, discussion had to be postponed because time ran out for the meeting-room reservation.

      MOTION:That the Board accept the overall recommendations contained in the strategy document.
      Moved by: Sandy Campbell
      Seconded by: John Wenuk
      VOTE: Because of lack of time for discussion it was decided to postpone a vote until the December Board meeting.

    5. 3 Com arrangement

      As discussed earlier 3 Com has offered a full refund which will be available to develop a more reliable system.

    6. Update on marketing contract

      E-D MacEachern briefly outlined negotiations with an Ottawa firm on marketing/publicizing the projects on which NCF is working and, at the same time, raising NCF's profile in the general community.

    7. Resignation of Director John Peterson

      John Peterson tendered his resignation from the Board because of personal and business commitments which keep him out of town much of the time. He said he would continue to help and promote NCF in other ways.

      MOTION: That the Board thank John Peterson on behalf of NCF members for his service and help while a member of the Board.
      Moved by: Graeme Beckett
      Seconded by: Sandy Campbell
      VOTE: All in favor


    The annual Christmas ("Dutch treat") lunch for Board members, volunteers, and NCF staff will be held December 20, 2001 beginning at 11.30 a.m. at Mexicali Rosa's Restaurant at Dow's Lake.


    December 18, 2001 at 7 p.m.
    Billings Room
    Ottawa City Hall
    111 Lisgar street


    The meeting adjourned at 9:45 pm.