National Capital FreeNet / Libertel de la Capitale nationale

NCF Board of Directors
Minutes of Meeting
October 21, 2003


Minutes of a meeting of the Board of Directors

Held on October 21, 2003 at 7:00 pm
Old Forge Community Resources Center
2730 Carling Avenue

The meeting was called to order at 7.20 p.m. with Chris Cope as Chair and Sandy Campbell as Secretary.


    Board members present:
    Christopher Cope (bz787), President/chair
    Sandy Campbell (dt820), Secretary
    Gary Eikenberry (aa353), 1st Vice-President
    Andrea Holland (es170), 2nd Vice-President
    Mark Mielke (al278)
    Don Francis (ba990)
    Michael Mei (be195)
    Graeme Beckett (aw958)
    John Hennessey (ev776)
    Mary Anne Dugmore (er983)

    Vanessa Kanu (ev216), Treasurer
    Michael Williamson (cm324)

    NCF Management/Staff present:
    John Selwyn (es347), Executive Director
    Sheila Alder (bw306), Office Manager

    Jim Elder (aa456)

    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: Sandy Campbell
    Seconded by: Graeme Beckett
    VOTE: All in favor

    (see draft agenda)

    MOTION: That the agenda be adopted after amendments to add 8a) Discussion of procedure in regard to Directors missing Board meetings, and 8b) To accept resignation of Director Andrea Holland.
    Moved by: Sandy Campbell
    Seconded by: Andrea Holland
    VOTE: All in favor

    There were no items in this category.
    1. Executive Director's Report (John Selwyn)
      (see accompanying report)

      ED John Selwyn reviewed the solid accomplishments as well as some temporary glitches during the past month, and repeated the reminder to the Board that NCF was entering the critical "lift-off" stage to achieving financial self-sufficiency in 2004.

      Work has progressed well on adding more digital phone lines and replacing cranky Total Control boxes with a single Hyperarc, which promises to improve substantially modem efficiency and reliability-- the Holy Grail FreeNet has been seeking for years as the sine qua non in building membership and donations. (As well as all 56K digital lines, NCF will be the only internet provider in Ottawa offering the V92 protocol, which allows internet call waiting, etc.) Technical infrastructure is being steadily brought to the condition needed to support NCF's traditional image as a unique community asset --PLUS-- offering valuable, reliable, modern internet services to individual members. The goal: Modems providing rock-solid connections, 300+ lines, modem-sharing, V.92: Call waiting & Compression; reliable email, Web Mail, Spam filtration, advanced mail-sorting techniques and "safe" email accounts-- that last an imporant feature for parents. Appropos this, Carleton University IT guru and longtime NCF member and supporter John Stewart has agreed to undertake an "audit" of FreeNet systems, with particular emphasis on email and webmail.

      Considerable discussion flowed from the ED's report on NCF participation in last month's major GTEC show in Ottawa. The donated booth featured smart new NCF banners and posters and attracted many visitors who watched demonstrations of webmail, Internet Desktop, etc. More than 2,000 membership pamphlets were handed out during the show. It was described as an example of the practical, targeted outreach to potential new members that FreeNet will be attempting.

      Directors discussed the need to focus on urging and encouraging all members to donate when signing on or renewing. Director Sandy Campbell said the coming year would be "make or break" time for NCF; it was critical that all members who can afford to do so be asked to make the suggested annual donation, and more if they are able in order to support those unable to donate. Director Gary Eikenberry agreed that maintaing cash-flow was critical; last year efforts were hampered by lack of an efficient database of members, but that was now in place and it should be a priority to automate a tactful periodic reminder to members who haven't donated.

      About 400 new members registered during the report period, but donations were not as strong as hoped for. Diretor Graeme Beckett suggested the cause might have been that some registrants interpreted the suggested $5 monthly donation (via credit card) as the suggested $60 annual donation. That item on the registration form has been clarified. The ED pointed out that December has traditionally been the major period for renewals/donations and he expected revenue to reflect that.

      As part of the drive to raise NC's profile the ED called attention to strong coverage in recent media interviews: Ottawa Citizen; Ottawa Business Journal; Monitor Magazine; and Carleton Magazine, which is distributed to 40,000 Carleton U. grads in the Ottawa area. These helped pave the way for upcoming launches of SmartCapital and HRDC projects and more media coverage is anticipated in coming weeks.

      LOOKING AHEAD: Directors could expect at the November Board meeting more details on the development program, draft budget for 2004, and details of the coming project launches.

      Components of 2004 Budget: Donation Funding Core (staff and operations) $240K, which is a 20% increase over 2003 target of $200K and a 40% increase over projected 2003 actuals of $175K. This calls for average monthly donations of $20K to cover Salaries $10K/month; Dial-up $7.5K/month; Other $2.5K/month

      In addition, an innovative feature: Development of a standby cushion of at least $50,000-- a rainy-day fund to bridge those seasonal periods when donations income temporarily slacken. The ED points out that NCF has no borrowing capabilities and "has run too long without a safety-net." It would be "prudent to have funds to cover three months operating expenses at all times." There would be a separate campaign to raise this contingency fund.

      MOTION: That the ED's report be accepted.
      Moved by: Graeme Beckett
      Seconded by: Sandy Campbell
      VOTE: All in favor

    2. Treasurer's Report (Vanessa Kanu)
      (see financial statements for prior month) and Treasurer's Reports for August and September.

      The Treasurer was unable to attend the meeting, but her reports were distributed to the meeting in which she explained significant variances from budget in both months-- largely due to vacation-summertime slowdown in activity. ED Selwyn added some detail. The bump in system access and telecommunications expense was caused by mistaken payment to Bell after the switchover to Telus; Bell has acknowledged the error and will refund the payments. The ED said there will be "better metrics" in the upcoming budget, making it easier for the Board to keep informed and to identify potential trouble areas in advance. An interesting aside: An accountant considers it a "red flag" when actual results are very close to budget projections. NCF's actuals tracked projections "amazingly closely." It does go that way sometimes and, aside from the variances noted, "everything looks fine."

      MOTION: That the Treasurer's Reports be received and the Financial Statements be adopted.
      Moved by: Sandy Campbell
      Seconded by: Andrea Holland
      VOTE: All in favor

    1. Directors attendance at Board meetings

      Director Michael Williamson has missed three consecutive meetings. There was some discussion of by-law requirements and reference to the rather clumsy way a previous Board dealt with a similar situation invovling founding President Dave Sutherland. It was agreed that President Chris Cope would discuss the situation with Michael Williamson and report to the Board.

    2. Resignation of Director Andrea Holland

      Andrea Holland announced to the meeting that she was resigning from the Board because the family was relocating to Toronto for business reasons. Several spoke warmly of Andrea's real contributions during an energetic, all-too-brief stint on the Board, including serving as 2nd Vice-President, member of the Executive Committee, member of the ED Selection Committee, and member of an informal advisory committee that assisted with overhauling management practises. Consensus was that her departure was a genuine loss to the Board and NCF.

      MOTION: That Andrea Holland be thanked for her outstanding service to NCF.
      Moved by: Mark Mielke
      Seconded by: Mary Ann Dugmore
      VOTE: All in favor (with applause)

      MOTION: That Andrea Holland's resignation from the Board be accepted with regret.
      Moved by: Mark Mielke
      Seconded by: Mary Ann Dugmore
      VOTE: All in favor

      MOTION: That a nominating committee consisting of ED John Selwyn and Director John Hennessey be appointed to identify and recommend candidates to fill out Andrea Holland's term.
      Moved by: Mark Mielke
      Seconded by: Gary Eikenberry
      VOTE: All in favor

      There was animated wide-ranging discussion about the experience and qualifications the Board should be seeking in candidates; these included people in the trade union movement, co-operatives, credit unions, fundraising, advertising/promotion, sales, media, management/entrepreneurial, representatives of NCF's significant partners. Concensus was that essential quality was people who would be "champions of NCF," sharing a passion for its values and objectives.

  7. Announcements
    1. President Chris Cope will be a speaker at a broadband conference in Hamilton, Ont. November 16-18.
    2. Director John Hennessey issued a challenge to Board members that each recruit 10 new members to NCF from their own immediate circles. Participating Directors would report to John, including reasons why any invitations to join were declined.

    NOVEMBER 18, 2003 at 7 p.m.
    Client Services Boardroom
    City Hall, Ottawa


    The meeting adjourned at 9.35 p.m.