National Capital FreeNet / Libertel de la Capitale nationale

NCF Board of Directors
Minutes of Meeting
January 15 2008


Minutes of a meeting of the Board of Directors

Held on January 15 2008 
Suite 302, Trailhead Building
1960 Scott Street

The meeting was called to order at 7:10 p.m. with Chris Cope as Chair and Graeme Beckett as Secretary.


    Board members present:
    Christopher Cope (bz787), President/chair
    Gary Eikenberry (aa353), 2nd Vice-president
    Graeme Beckett (aw958) Secretary
    Don Francis (ba990)  
    Alan McRae (fl334) Treasurer
    Mary Anne Dugmore (er983), 1st Vice-president 
    Mark Mielke (al278)
    Jim Nubel (fm776)

    Shing Kwong Lee (ez191)

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

    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.


    Quorum was confirmed.

    (see draft agenda)

    MOTION: That the agenda be adopted as is.
    Moved by: Jim Nubel (fm776)
    Seconded by: Alan McRae (fl334)
    VOTE: All in favor. 
    VOTE: Carried.

    (see minutes of prior month)

    MOTION: Accept the minutes of the October 2007 meeting as is.
    Moved by: Marry Anne Dugmore (er983)
    Seconded by: Gary Eikenberry (aa353)
    VOTE: All in favor. 
    VOTE: Carried.


    2. 2008 AGM  (Graeme Beckett, AGM Chair)

      The AGM dates have been set, the volunteers are in place and the 2008 AGM web site is in place. This year there are 5 positions on the Board open for election. Four are 3 years terms and one is a 1 year term.

      The dates for the 2008 AGM are set as follows:
      Feb 27 8am to Mar 12 11:59pm    Nomination period 
      Feb 28 11:59pm                              Deadline for submitting special motions 
      Mar 16 11:59pm                              Deadline for submitting candidate information 
      Mar 19 11:59pm                              Deadline for voting by proxy 
      Mar 20 9am to Apr 2 6pm              Voting period 

      The AGM Committee consists of:
      Graeme Beckett            AGM Chair 
      Don Francis                   Director in charge of proxies 
      André Vellino                 Returning officer 
      André Dalle                    Voting system administration 
      Jim Elder                        AGM web page & software configuration 

      MOTION: On March 4, at 7 PM the Board will have a meeting at the NCF's premises to review  the audit, the Nominations Committee report, and any special motions. 
      Moved by Gary Eikenberry (aa353)
      Seconded by Jim Nubel (fm776) 
      VOTE: All in favor. 
      VOTE Carried

      MOTION: To receive the AGM report. 
      Moved by Mary Anne Dugmore (er983)
      Seconded by Don Francis (ba990)  
      VOTE: All in favor. 
      VOTE Carried

    3. Staffing (Chris Cope and Gary Eikenberry)

      There was further discussion and clarification from the Executive Director on what position would be available and the anticipated workload with the specific position. With additional staff the most pressing issue the position could be an Office Manager, a General Manager, an Executive Director or even an overlapping position depending on the qualifications of the right candidate.

      John Selwyn will be posting a job description (perhaps plural) and will also circulate this description to the Board.

    4. 2008 Budget (John Selwyn)

      The NCF's reserve fund has increased from approximately $30k to $77k as of Jan 2008. 
      DSL members currently at 1,300 are targeted at 2,000 by year's end.
      Margin is expected to be flat at $272k while the City of Ottawa not anticipated to contribute in 2008.
      While DSL subscriptions are anticipated to be up this year, dial-up donations will decline.

      The Executive Director is to circulate by mail a copy of the budget as presented at the meeting.  

      MOTION: To adopt the 2008 budget as presented at this meeting. 
      Moved by Mark Mielke (al278)
      Seconded by Alan McRae (fl334)
      VOTE: All in favor. 
      VOTE Carried


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

      Highlights of the Executive Director's report include:

      • From 2006 to 2007, DSL service margins have doubled.
      • From October to December 2007 there was a $4k surplus over expenses.
      • City of Ottawa funding beyond the the trial period from April to December 2007 to provide dial-up access for families who meet certain criteria is not expected to be extended to 2008.
      • The Start Page has been reorganized for ease of use.
      • Member support has seen improvements online.
      • SpamFilter has seen interface improvements.
      • Membership at 8,000 is slightly down from this time last year.
      • Continued trend towards greater numbers of DSL users and reduced numbers of dial-up users
      • Staffing levels remain low

      MOTION: That the Executive Director's report be received.
      Moved by: Jim Nubel (fm776)
      Seconded by: Gary Eikenberry (aa353)
      VOTE: All in favor. 
      VOTE: Carried

    2. Treasurer's Report and Financial Statements

      The Treasurer (Alan McRae) indicated that the Executive Director's report covered the Treasurer's report.

    3. Report of Executive Committee (Chris Cope)

      The Board was informed that the Executive Committee met December 13. The draft budget, and staffing issues, plus marketing were highlighted.

      That the Executive Committee report be received.
      Moved by: Gary Eikenberry (aa353)
      Seconded by: Alan McRae (fl334) 
      VOTE: All in favor. 
      VOTE: Carried


    4. Report of Strategic Planning and Marketing Committee (Jim Nubel)

      The Strategic Planning and Marketing Committee met twice since the last board meeting in October 2007.  No specifics have been developed yet. The committee is finding it's way and doing some fact finding. Mark and Van were doing some research. 

      That the Strategic Planning and Marketing Committee report be received.
      Moved by: Alan McRae (fl334)
      Seconded by: Graeme Beckett (aw958)
      VOTE: All in favor. 
      VOTE: Carried


    1. 2007 audit discussion (Alan McRae)
      This year our audit is expected to be completed earlier than usual. This is quite positive in respect to AGM timing issues which come about as result of the Board's reduced meeting schedule. Alan McRae will be out of town near the time of the audit but is expected to be able to attend the meeting with the auditor and also attend the NCF's March 4 board meeting.  

      To appoint an audit committee consisting of Alan McRae, Gary Eikenberry and Chris Cope.
      Moved by: Graeme Beckett (aw958)
      Seconded by: Mark Mielke (al278)
      VOTE: All in favor. 
      VOTE: Carried

    2. Nominations Committee discussion (Chris Cope)

      The Nominations Committee was still gearing up but did have a possible candidate from board member Shing Kwong Lee. Jim Nubel, who was appointed by the Board as a interim Board member in 2007 indicated that he would be running for the 2008 AGM.




      March 4, 2008, at 7 p.m.
      Suite 302, Trailhead Building
      1960 Scott Street


      The meeting adjourned at 9:45 p.m.