National Capital FreeNet / Libertel de la Capitale nationale

NCF Board of Directors
Minutes of Meeting
March 16, 2004


Minutes of a meeting of the Board of Directors

Held on March 16, 2004 at 7:00 pm
Billings Room
Ottawa City Hall

The meeting was called to order at 7.07 p.m. with Chris Cope as Chair and Sandy Campbell as Secretary.


    Board members present:
    Christopher Cope (bz787), President/chair
    Sandy Campbell (dt820), Secretary
    Michael Mei (bi195)
    Graeme Beckett (aw958)
    Mary Anne Dugmore (er983)
    Mark Mielke (al278)
    Don Francis (ba990)
    John Hennessey (ev776)

    Gary Eikenberry (aa353), 1st Vice-President
    Michael Williamson (cm324)

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

    Jim Elder (aa456)
    William B. Jenness(cr502)

    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: Graeme Beckett
    VOTE: All in favor

    (see draft agenda)

    MOTION: That the agenda be adopted as published.
    Moved by: Sandy Campbell
    Seconded by: Mary Anne Dugmore
    VOTE: All in favor

    1. Update on planning 2004 Annual General Meeting (Mary Anne Dugmore)

      AGM Chair Dugmore reported that preparations would be complete on time for the 11th annual online AGM, including construction of the web site. One nomination from the floor had been received, but the nominee declined to accept the nomination when contacted by the Returnning Officer. Chair Dugmore volunteered to take care of refreshment details, etc. for the Meet The Candidates evening.

      There was some discussion of the effect of having only five candidates offering for the five open positions on the Board. Although all nominees will be acclaimed as Directors, members will decide which is elected to full three-year term and which a one-year term.

      Director Mark Mielke expressed strong regrets that there would not be an election to select Directors. However, it was the consensus that there had been ample opportunity for additional nominations and it was only thanks to the work of the Nominations Committee that there were, in fact, nominees to cover all Board vacancies.

      MOTION: That the report of the AGM chair be accepted.
      Moved by: Sandy Campbell
      Seconded by: John Hennessy
      VOTE: All in favor

    2. Final report of the Nominations Committee (Michael Mei)
      (see attached report)

      The Committee recommended to the Board the names of five candidates it considers qualified. These include four Directors whose terms had expired-- Don Francis, Chris Cope, Gary Eikenberry, and Sandy Campbell, plus member Shing Lee. The Committee provided details of its recommended nominess for Directors' scrutiny.

      MOTION: That the report of the Nominations Committee be accepted.
      Moved by: Michael Mei
      Seconded by: John Hennessy
      MOTION: All in favor

    3. Annual audit (Chris Cope, Chair Audit Committee)

      Due to a clerical error, the Audit Committee did not receive the2003 audit in time to present it to this Board meeting as planned. Chair Cope said he would arrange a Special Board meeting via phone conference to review the audit report and have it ready to submit to the AGM. (Minutes of the Special Meeting are included below.) He would also ask Treasuer Vanessa Kanu to prepare an overview.

      MOTION: That the report of the Audit Committee Chair be accepted.
      Moved by: Sandy Campbell
      Seconded by: Graeme Beckett
      VOTE: All in favor

      MINUTES of a special meeting of the Board held March 26, 2004

      A special meeting of the Board of Directors of the National Capital FreeNet was held by teleconference on Friday, March 26, 2004 to discuss and either approve or not approve a Motion to adopt the 2003 Financial Statements prepared by the firm KPMG.
      At 11:43 AM on March 26, 2004, having called the roll, and confirmed that a quorum existed, Chair Chris Cope called the meeting to order. Board members present: Michael Mei; Mark Mielke; Mary Anne Dugmore; Gary Eikenberry; Don Francis; Christopher Cope. Regrets: John Hennessy; Graeme Beckett; Michael Williamson; Sandy Campbell. The Chair confirmed by positive response from all attendees that they had received a copy of the motion and that they had received a copy of the 2003 financial statements, prepared by the firm KPMG, both in the form of an email attachment.

      The Chair read the motion into the minutes:

      WHEREAS, We the Audit Committee, having reviewed the 2003 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 2003 financial statements with the NCF accountant and with Donnalou Sabo, CA, Senior Accountant of our Audit firm;
      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 approves the 2003 financial statements as prepared by the firm KPMG and circulated as an attachment to this communication.

      There being no further business the Chair adjourned the meeting at 11:47 AM.

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

      Membership and member contributions increased in February to almost exactly match budget projections: Membership grew to 8,596 versus projected 8,600; contributions projected at $21,263 came in at $21,187, up from about $16,000 in February 2003 and $17,000 in 2002. Meanwhile, expenses for the month were below projection due to extension of the Extended Access project.
      Increased membership is beginning to show up in heavier use of the modems, with extended sessions typically being limited between 6 p.m. and 11 p.m. Enlargement of the modem pool, upgrading of the Mitel Extended Access (delayed until arrival of software) and launch of the second Extended Access, which is expected any day, will reduce congestion.
      NCF received praise from HDRC for the quality of its final project report, thanks to the work of member Shirley Yik (ac895). HRDC described the NCF report as "head and shoulders" above those it received from other projects.

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

    2. Treasurer's Report and Financial Statement(see financial statements for prior month)

      ED John Selwyn explained that additional revenue itemized on the project side in the month's Financial Statement was due to extension of the contract to the end of March.

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

    No items under New Business
  7. Announcements
    No announcements.

    April 20, 2004 at 7 p.m.
    Billings Room
    Ottawa City Hall


    The meeting adjourned at 8.55 p.m.