NCF Board of Directors
Minutes of Meeting
August 17, 2010

SOME HIGHLIGHTS

• HST causes increased member defaults in payments and a KPMG expense
• DSL margin previously budgeted has been reduced
• DSL support staff changing

Minutes of a meeting of the Board of Directors

The meeting was called to order at 7:00 p.m. with Gary Eikenberry as Chair and Graeme Beckett as Secretary.

1. INTRODUCTIONS
   
   Board members present:
   Christopher Cope (bz787), President
   Gary Eikenberry (aa353) 1st Vice-president / Chair
   Graeme Beckett (aw958) Secretary
   Alan McRae (fl334) Treasurer
   Amy Yee (fp017)
   Mark Mielke (al278)
   Jim Nubel (fm776)
   Doug Hull (aa800)
   Mike Kelly (fm342)

   Regrets:
   Don Francis (ba990)
   Peter McKinnon (fr198)
   

   NCF Management/Staff present:
   Rowland Few (fp085), 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.
    

2. Confirmation of Quorum
   
   Quorum was confirmed.
    
3. Review of the Agenda
   (see draft agenda)

   The agenda was adopted with the item "Frequency of Board Meetings" added under Ongoing Business.

   MOTION: That the agenda be adopted as amended.
   Moved by: Jim Nubel (fm776)
   Seconded by: Doug Hull (aa800)
   VOTE: All in favor. 
   VOTE: Carried.
    

4. Review of the Minutes of the Previous Meeting.
    
   1. Review of the minutes of the April 2010 Meeting
      MOTION: Accept the minutes of the April 2010 meeting as revised.
      Moved by: Mike Kelly (fm342)
      Seconded by:  Doug Hull (aa800)
      VOTE All in favor.
      VOTE: Carried
       
5. Ongoing Business
    
   1. Frequency of Board Meetings
      
       It was suggested that the Board as a whole may not be meeting frequently enough with the Executive Director. Keeping in mind that the Board's committees also meet with the Executive Director the following motion was put forward.
      
      MOTION: That the Board meet with six regular board meetings on an annual basis as required and to be determined by the needs of the Executive Director.
      Moved by: Jim Nubel (fm776)
      Seconded by: Mike Kelly (fm342)
      VOTE: All in favor. 
      VOTE: Carried
       
6. Reports 
    
   1. Executive Directors Report (Rowland Few)
      
      - There were two problems at our upstream DSL provider due to 2 cards failing that impacted members.
      - Mail back-ups hamper the mail flow and a pause now implemented
      - NCF has encountered problems with Radius.
      - These items caused increased work in the office.
      - Upstream sysadmin now gets alerts from Nagios for Radius alerts.
      
      - The DSL margin of 15% used in the budget was too high and the new margin will be 11%
      - The price of the wireless modem has been dropped from $158 to $140 to be more competitive
       
      - Visa charges are up $200 a month (Moneris is used for transactions)
      - $1500 charge from KPMG for consultations on HST/QST (Ontario/Quebec)
      - Credit card failures up in May.
      - Possible $10 fee for missing credit card payments.
      - Possible increase in DSL fee next year to cover more extended support.
      - Luckner moving on from NCF, Natalie hired.
      - The HST implementation caused July numbers to be late.
      
      Marketing
      
      - Brochures, Doug will arrange to have them at 35 high schools.
      - Member messaging
      - Editorials, ED looking for help with articles for local papers
      - Committee had discussion on Usage Based Billing (Bell). 
      - Investigate training for members
      - Investigate webinars for members (online training) 
       
      MOTION: To receive the Executive Director's report.
      Moved by: Jim Nubel (fm776)
      Seconded by: Doug Hull (aa800)
      VOTE: All in favor. 
      VOTE: Carried
       
   2. Treasurers Report (Alan McRae)
      
      Detailed financial statements were provided . Budgeted Versus Actual for June and year-to-date showing detailed income and expenses with cost allocation by service. The Income and Expense statements to June 30, 2010 and the Balance Sheet to June 30.  The Treasurer noted that there was only 60k in reserve this month. There needs to be a focus on increasing the reserve fund with fundraising as a possibility. Jim coincidently mentioned that he had recently created a wind-up document for another non profit in Ontario and he could assist the NCF in providing one. The Board members felt this was a good idea as the Treasurer suggested it could be used as a contingency guideline if various business scenarios should change or if difficulties occur or be required with NCF's different business partners as an example. Jim would attempt to provide this by late October with Rowland and Alan providing relevant information.  
      
      MOTION: To accept the Treasurer's report.
      Moved by: Christopher Cope (bz787)
      Seconded by: Mike Kelly (fm342)
      VOTE: All in favor. 
      VOTE: Carried
      
      
   3. Executive Committee Report (Chris Cope)
      
      The Executive Committee did not meet however Chris did meet with the Executive Director on several occasions.
       
   4. Report of Strategic Planning Committee (Jim Nubel)
      
      This item was covered in the Executive Directors Report.
       
7. New Business
    
   1. There was no new business.
       
8. Announcements
   
   Gary Eikenberry is a nominee to The Canadian Internet Registration Authority (CIRA) through the member nomination process. If you have a Canadian Domain registered you may cast a vote starting September 22, 2010.
    
9. Date of Next Meeting

   October 19, 2010, at 7 p.m.
   Suite 302, Trailhead Building
   1960 Scott Street
    

10. Adjournment
    The meeting adjourned at 9:20 p.m.

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