National Capital FreeNet / Libertel de la Capitale nationale

NCF Board of Directors
Minutes of Meeting
February 19, 2002

SOME HIGHLIGHTS


Minutes of two meetings of the Board of Directors

1) Held on February 19, 2002 at 7:00 pm
at Ottawa City Hall
111 Lisgar Street;

2) Held on February 25, 2002 at 3:00pm
by teleconference

The meeting was called to order at 7.18 p.m. with Chris Cope as Chair and Sandy Campbell as Secretary.

Minute-Taker: Sheila Alder (bw306)

  1. INTRODUCTIONS

    Board members present:
    David Millman (aa342), Treasurer
    Graeme Beckett (aw958)
    Sandy Campbell (dt820), Secretary
    Christopher Cope (bz787), President/chair
    Gary Eikenberry (aa353)
    Mark Mielke (al278)
    Regrets:
    Catherine Wenuk (ep584)
    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:
    Jim Elder (aa456)
    Kim Martin (eo075)

  2. APPROVAL OF THE MINUTES
    (see minutes of prior month)

    MOTION: That minutes be approved as published.
    Moved by: Sandy Campbell
    Seconded by: Graeme Beckett
    VOTE: All in favor (David Millman abstained)

  3. REVIEW OF THE AGENDA
    (see draft agenda)

    MOTION: That the agenda be adopted as published, with addition of the President's Annual Report as "b)" under New Business.
    Moved by: Sandy Campbell
    Seconded by: Gary Eikenberry
    VOTE: All in favor

  4. OLD BUSINESS

    1. Recommendation on by-law changes (Ian MacEachern)
      (see accompanying report)
      MOTION: That the Board accept the recommendations of the staff report.
      Moved by: Sandy Campbell
      Seconded by: David Millman
      It was agreed that it would be prudent to consider regularizing online voting under the by-laws. The ED will report further on this at the April Board meeting.
      VOTE: All in favor
    2. Report on NCF's 9th Birthday Party (Ian MacEachern)
      The ED made an oral report on the party held Feb. 13 in the City Hall Rotunda from 5.30 to 7.30. Generally successful, but attendance not as high as had been hoped.
  5. REPORTS

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

      MOTION: That the report be adopted as published.
      The Treasurer noted that donations from renewing members was above budget, but below for new members. There was discussion of how NCF's accountant was treating payments due under the Smart Capital project; the ED will bring back an updated, detailed explanation to the next meeting.
      Moved by: Sandy Campbell
      Seconded by: Mark Mielke
      VOTE: All in favor

    2. Executive Director's Report (Ian MacEachern)
      (see accompanying report)
      ED Ian MacEachern introduced his report in a new format. Key indicators are at the beginning, with some explanation of how we arrived at current positon. Objective is to present a 'forward- looking' document rather than a simple historical account.
      Among other things, he summarized progress on 'fixing' modems, including System Administrator Andre Dalle's discussions with Carleton on sharing some equipment and phone lines, which could provide 56K service for NCF on some lines.

      MOTION: That the report be accepted as published.
      Moved by: Graeme Beckett
      Seconded by: Gary Eikenberry
      MOTION: All in favor

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

      MOTION: That the report be accepted as published.
      Moved by: Sandy Campbell
      Seconded by: Graeme Beckett
      VOTE: All in favor
    4. AGM Committee Report (Chris Cope)
      (see accompanying report)

      AGM Chair Chris Cope reported all in readiness for AGM, with many thanks to outstanding work of members Jim Elder and Ian Allen. He reminded candidates of Feb. 24 deadline for getting personal information posted (with help available, as needed,) and of the informal 'Meet the Candidates' gathering at City Hall Tuesday, Feb. 26.

      MOTION: That the report be accepted as published.
      Moved by: Gary Eikenberry
      Seconded by: Sandy Campbell
      VOTE: All in favor

    5. Nominations Committee Report (Sandy Campbell)
      (see accompanying report)

      Committee Chair Sandy Campbell presented thumbnail sketches of the six candidates for the AGM election assembled by the Committee. All six were already nominated. The Chair said he wouldn't hesitate to endorse any and all of the candidates.

      MOTION: That the report of the Nominations Committee be accepted and that the Board recommend to members as qualified, suitable candidates Cathy Wenuk (ep584), Mary Anne Dugmore (er983), Don Francis (ba990), Andrea Holland (es170), Denis Wall (er075), Michael Williamson (cm324).

      Moved by: Sandy Campbell
      Seconded by: Chris Cope VOTE: All in favor
      Acting as Meeting Chair, Gary Eikenberry abstained

  6. NEW BUSINESS

    1. Financial Reports for 2001 (David Millman, Treasurer)

      The Treasurer reported that he had not yet received the annual financial statement, and hence no no report from the auditors. The financial statement would be completed this week and arrangements would be made to meet with accountant and auditor and to conduct a special Board meeting to receive the reports for presentation to the AGM.

      MOTION: That the Treasurer's Annual Report be accepted.
      Moved by: Sandy Campbell
      Seconded by: Gary Eikenberry
      VOTE Voting was deferred to special Board meeting Monday, Feb. 25

    2. President's Annual Report (Chris Cope)
      (see accompanying report)

      MOTION: That the President's Annual Report be accepted.
      Moved by: Sandy Campbell
      Seconded by: Gary Eikenberry
      VOTE: All in favor

    3. Standard motions for AGM (Secretary)

      MOTION A: Remuneration of Agents, Contractors, and Employees
      Moved by: David Millman
      Seconded by: Sandy Campbell
      VOTE: All in favor

      MOTION B: Appointment of Auditors
      Moved by: David Millman
      Seconded by: Sandy Campbell
      VOTE: All in favor

      MOTION C: Rules and Regulations
      Moved by: Chris Cope
      Seconded by: Sandy Campbell
      VOTE: All in favor

    4. Proposal for motion from the floor (Secretary)

      Secretary Sandy Campbell received a proposed motion for the AGM from member William Watt, calling for increasing webspace for members' personal webpages to 2MB from the current 1MB. Because the matter clearly was in the purview of the Executive Director, Ian MacEachern was asked to research the request and take appropriate action. One opinion was that the Board should not 'filter' members' motions to the AGM; another was that the proper first step for members seeking additional services was to discuss the request first with the Executive Director. (In this context, the ED advised that he was planning regular 'open-house' meetings to provide the opportunity to meet members and hear their quesions and suggestions.) It was indicated that the ED would be able to quickly implement webspace arrangements providing better service to members than envisaged in the proposed motion.

      MOTION: To accept the Executive Director's recommendation that this motion not be put to the Annual General Meeting.
      Moved by: Sandy Campbell
      Seconded by: David Millman
      VOTE:
      For: Sandy Campbell, David Millman
      Against: Mark Mielke
      Abstained: Graeme Beckett, Gary Eikenberry
      MOTION CARRIED

    5. Order of Candidate Information (Jim Elder)

      Jim Elder conducted a 'blind' draw, assisted by NCF member Kim Martin, to determine order of presentation of candidate information. (Jim also devised software to 'randomize' the order in which candidates' names appear on the ballot, resulting in the order being different on every ballot.)

    6. Email domain attribution (Ian MacEachern)
      (see accompanying report)

      The Executive Director's report was received as information. There is more work to be done; members will be informed that a resolution is being actively pursued.

    7. Ownership of NCF: Local or global? (Jim Elder)
      (see accompanying paper)

      Jim Elder's paper urges that NCF take thought now about what could grow into a difficult problem, if left unattended. The issue is whether steps should be taken to distinguish between the 'owner-voting' rights of members who reside in NCF's physical community and those who live elsewhere. It was agreed that the paper should be used as the basis for continuing study and discussion. It will be put on the agenda of the March meeting.

  7. ANNOUNCEMENTS

    Graeme Beckett called attention to 'The Smart City Summit' and 'Commerce 2002,' which take place simultaneously in Ottawa April 23-24. More information at www.smartcitysummit.com

  8. NEXT MEETING

    March 19, 2002 at 7 p.m.
    Location to be announced

  9. ADJOURNMENT

    The meeting adjourned at 10.20 pm.

Minutes of Special Meeting
Board of Directors
via phone conference Monday, February 25

Minute-Taker: Sandy Campbell (dt280)

  1. Meeting was called to order at 3.06 p.m. with President Chris Cope in the Chair.

  2. The Chair called the roll to confirm there was a quorum of Directors: All Board members except Cathy Wenuk and John Wenuk were present: David Millman, Graeme Beckett, Gary Eikenberry, Mark Mielke, Chris Cope, Sandy Campbell. ED Ian MacEachern was invited to be present to assist, if needed.

  3. Treasurer's Report for 2001
    (see accompanying report)

    MOTION: That the Treasurer's Annual Report for 2001 be accepted.
    Moved by: Sandy Campbell
    Seconded by: Gary Eikenberry

    Treasurer David Millman agreed to make changes in his draft document as proposed by Graeme Beckett and Sandy Campbell.

    VOTE: All in favor.

  4. 2001 Financial Statements and Auditor's Report
    (see accompanying report)

    WHEREAS, We the Audit committee, having reviewed the 2001 Financial Statements and Auditors Report prepared by the firm KPMG;

    AND WHEREAS, we have conducted such further enquiries, as we deemed necessary, including a review of the 2001 financial statements with the NCF accountant and with the senior partner of our Audit firm assigned to our file;

    NOW THEREFORE, we the members of the Audit Committee hereby recommend to the Board of Directors of the National Capital FreeNet that the following resolution be adopted:

    RESOLVED, The Board of directors of the National Capital FreeNet hereby approve the 2001 financial statements as prepared by the firm KPMG and circulated as an attachment to this communication.

    Moved by: Graeme Beckett
    Seconded by: Sandy Campbell

    VOTE: All in favor.

  5. MEETING ADJOURNED AT 3.23 p.m.