National Capital FreeNet / Libertel de la Capitale nationale

NCF Board of Directors
Minutes of Meeting
November 18, 2003


Minutes of a meeting of the Board of Directors

Held on November 18, 2003 at 7:00 pm
Client Services Board Room
Ottawa City Hall
111 Lisgar street

The meeting was called to order at 7.05 p.m. with Gary Eikenberry as Chair and Sandy Campbell as Secretary.


    Board members present:
    Sandy Campbell (dt820), Secretary
    Gary Eikenberry (aa353), 1st Vice-President
    Mark Mielke (al278)
    Don Francis (ba990)
    Michael Mei (bi195)
    Graeme Beckett (aw958)
    John Hennessey (ev776)
    Mary Anne Dugmore (er983)


    Christopher Cope (bz787), President/chair
    Vanessa Kanu (ev216), Treasurer
    Michael Williamson (cm324)

    NCF Management/Staff present:
    John Selwyn (es347), Executive Director

    Jim Elder (aa456)
    Richard Webb (dw413)

    Once around the table . . .
    Informal pre-meeting conversation, with Directors taking turn offering personal views and commentary on interesting things that might not make it to the Agenda.

    (see minutes of prior month)

    MOTION: That minutes be approved as published.
    Moved by: Mary Anne Dugmore
    Seconded by: Michael Mei
    VOTE: All in favor

    (see draft agenda)

    MOTION: That the agenda be adopted after amendment to add Draft 2004 Budget under New Business as 7 b)
    Moved by: Sandy Campbell
    Seconded by: Michael Mei
    VOTE: All in favor

    1. Report on discussion with Michael Williamson (Sandy Campbell)

      At the request of President Chris Cope, who was out of town on business, Sandy Campbell discussed with Michael Williamson his availabity to continue as a member of the Board and offered the following motion:

      PREAMBLE: Unusually heavy work demands caused Michael Williamson to be absent from three consecutive Board meetings. NCF by-law 9, section f required that he be deemed no longer a member of the Board. Therefore, it is moved:
      MOTION:That Michael Williamson be re-appointed to fill out the term to which he was elected.
      Moved by: Sandy Campbell
      Seconded by: Michael Mei
      VOTE: For: Sandy Campbell; Michael Mei; Gary Eikenberry; John Hennesey; Mary Anne Dugmore. Against: Mark Mielke. (NB: Graeme Beckett and Don Francis had not yet arrived at the meeting.)

      The motion was approved and Michael Williamson was re-appointed to the Board.

    2. Committee report appointing interim Board replacements (John Selwyn)

      MOTION: That the committee appointed at the last meeting be reconstituted to include John Hennessey, Gary Eikenberry, and Sandy Campbell.
      Moved by: Mark Mielke
      Seconded by: John Hennessey
      VOTE: All in favor

      MOTION: That NCF members be informed that one vacancy still exists on the Board, which the Board might opt to fill before the elections at the Annual General Meeting, so that members have an opportunity to suggest possible candidates.
      Moved by: Mark Mielke
      Seconded by: John Hennessey
      VOTE: All in favor

    3. Report on membership recruitment challenge (John Hennessey)

      Since no closing date was included in his original challenge to fellow Board members, this was a report on a work in progress. John Hennessey modestly announced he had recruited 13 new NCF members; other Directors reported they were still in the preparatory stage of their personal drives.

    1. Executive Director's Report (John Selwyn)
      (see accompanying report)

      Major thrust of ED John Selwyn's report was a heads-up to the Board on the need to focus on increasing donations/revenue to cover the costs of operating a modernized, improved NCF. The objective of retaining current members and contributions and of attracting new members and contributions sufficient to cover all of FreeNet's operating costs, depends heavily on the quality of service provided. There are unavoidable costs in providing improved service, but without taking on the risk of those increased expenses there will be no chance of NCF achieving self-sufficiency.
      He recommended (and Directors approved) postponing the planned November "launch" of SmartCapital and HRDC projects to January, and that the traditional December "renewals" notices which historically draw the strongest response, be delayed one month to take full advantage of improved services, especially the customized FreeNet SpamFilter which will shortly go into general release to all members.
      Meanwhile, all efforts are being made to reduce costs. Because it is clear that member contributions could not support current staffing costs, reductions were made by redirecting staff time to projects and by the difficult decision to eliminate the postion of Office Manager.
      Membership has continued to increase, to more than 8.000. Contributions from members totalled $13,274 in October versus the forecast $11,968. Expenses, however, were $19,258 against the forecast of $16,497, mainly due to higher cost of more digital phone lines. Overall, year-to-date expense were $152,500, about $7,500 over budget. Current shortfall is about $6,000 a month, because this the fall is traditionally the "low" period for renewals and contributions. At this point, best estimate is that member contributions for 2003 will total about $175,00 versus the target of $200,000.
      Details of the draft budget are still being finalized. The target is $240,000, the amount required to support the quality of service needed to achieve the goals of increased membership and increased contributions needed for self-sufficiency. (Additional discussion of the draft 2004 budget occured later in the meeting under New Business. The resultant motion is included here.)

      MOTION: That the Executive Director's Report be received,
      Moved by: Graeme Beckett
      Seconded by: Don Francis
      VOTE: All in favor

      MOTION: That the draft budget for 2004 be accepted.
      Moved by: Graeme Beckett
      Seconded by: Mark Mielke
      VOTE: All in favor

    2. Treasurer's Report and Financial Statement

      ED John Selwyn presented an oral report from the Treasurer that the Financial Report and operational figures were in order.

      MOTION: That the Financial Report be accepted.
      Moved by: Graeme Beckett
      Seconded by: Michael Mei
      VOTE: All in favor

    1. Nomination to (CIRA) Canadian Internet Registration Authority (Sandy Campbell)

      MOTION: That the Board nominate National Capital FreeNet for membership on the Board of Directors of the Canadian Internet Registration Authority (CIRA).
      Moved by: Sandy Campbell
      Seconded by: Mark Mielke
      VOTE: All in favor

      This initiative was the suggestion of former NCF Executive Director Ian MacEachern. The Board gratefully accepted his offer to handle details of the nomination and to advise on a campaign to round up support for the nomination.

  7. Announcements
    There were no announcements.

    December 9, 2003 at 5 p.m.

    Because of the holiday season it was agreed to hold the next Board meeting at an earlier date and hour, at a location to be determined by Director Mary Anne Dugmore


    The meeting adjourned at 10.20 p.m.