NCF Board of Directors
Agenda and Information for the Next Meeting

February 17, 2004 at 7 p.m.
Richmond Room
Ottawa City Hall
111 Lisgar Street (at Elgin St)

DRAFT AGENDA
(Last updated February 13, 2004)

1. Introductions & Once around the table. . . (Informal 'chat,' Directors and Staff)
2. Confirmation of quorum
3. Review of the minutes of the previous meeting
4. Review of the agenda
5. Ongoing Business
   
   1. Update on planning 2004 Annual General Meeting (Mary Anne Dugmore)
   2. Update on Nominations Committee (Michael Mei)
   3. Annual audit (Chris Cope, Chair, Audit Committee)
   4. Standard motions for AGM

      Motion A - Remuneration of Agents, Contractors, and Employees

      Moved by: Mark Mielke (NCF Board member)
      Seconded by: Michael Williamson (NCF Board member)

      SECTION ONE: Motion
      Be it resolved that pursuant to By-law 15 of the National Capital FreeNet, all resolutions concerning the remuneration of agents, contractors and employees passed by the Board of Directors of the National Capital FreeNet since the March 2003 Annual General Meeting be confirmed.

      
      SECTION TWO: Comments from proposer of the motion
      The NCF bylaws call for this resolution to be considered by members:

      15. A reasonable remuneration for all officers, agents and employees and committee members may be fixed by the board of directors by resolution. Such resolution shall have force and effect only until the next meeting of members when such resolution shall be confirmed by resolution of the members, or in the absence of such confirmation by the members, then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members.

      
      SECTION THREE: Comments from your NCF Board
      Voting 'For' on this motion is recommended by the Board of Directors.

      
      Motion B - Appointment of Auditors

      Moved by:Mark Mielke (NCF Board member)
      Seconded by: Michael Williamson (NCF Board member)

      SECTION ONE: Motion
      Be it resolved that the National Capital FreeNet appoint the firm of KPMG as its auditor for the 2004 fiscal year.

      
      SECTION TWO: Comments from proposer of the motion
      NCF bylaws require the appointment of an auditor at the annual general meeting. KPMG has been NCF's auditor since 1993.

      
      SECTION THREE: Comments from your NCF Board
      Voting 'For' on this motion is recommended by the Board of Directors.

      
      Motion C - Rules and Regulations

      Moved by: Mark Mielke (NCF Board member)
      Seconded by: Michael Williamson (NCF Board member)

      SECTION ONE: Motion
      Be it resolved that pursuant to By-law 40 of the National Capital FreeNet, all resolutions concerning rules and regulations passed by the Board of Directors of the National Capital FreeNet since the March 2003 Annual General Meeting be confirmed.

      
      SECTION TWO: Comments from proposer of the motion
      The by-laws state that all rules and regulations set by the board of directors must be confirmed at an annual general meeting:

      "40. The board of directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect."

      
      SECTION THREE: Comments from your NCF Board
      Voting 'For' on this motion is recommended by the Board of Directors.

6. Reports
   1. Executive Director's Report (John Selwyn)
   2. Treasurer's Report and financial statements
7. New Business
   
8. Announcements
9. Date of Next Meeting
   March 16 at 7 p.m.
   Billings Room
   Ottawa City Hall
10. Adjournment