National Capital FreeNet / Libertel de la Capitale nationale

NCF Board of Directors
Minutes of Meeting
April 19, 2011

Draft Minutes

SOME HIGHLIGHTS


Minutes of a meeting of the Board of Directors

Held on April 19, 2011 
Suite 302, Trailhead Building
1960 Scott Street

The meeting was called to order at 7:07 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
    Graeme Beckett (aw958) Secretary
    Mark Mielke (al278)
    Doug Hull (aa800)
    Mike Kelly (fm342)
    Alan McRae (fl334) Treasurer
    Michael Weiss (ft850)
    Ken McCarthy (fr786)

    Regrets:
    Peter MacKinnon (fr198)
    Amy Yee (fp017)

    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 draft agenda was amended and adopted as presented in these minutes.

    MOTION: That the agenda be adopted as amended.
    Moved by: Doug Hull (aa800)
    Seconded by: Mike Kelly (fm342)
    VOTE: All in favor. 
    VOTE: Carried.
     

  4. Review of the Minutes of the Previous Meetings.
     
    1. Review of the minutes of the January 27, 2011 Meeting.
      MOTION: Accept the minutes of the January 2011 meeting as submitted.
      Moved by: Doug Hull (aa800)
      Seconded by:  Mark Mielke (al278)
      VOTE All in favor.
      VOTE: Carried
       
    2. Review of the minutes of the March 21, 2011 Meeting.
      MOTION: Accept the minutes of the March 2011 meeting as circulated without any amendments.
      Moved by: Alan McRae (fl334)
      Seconded by:  Mark Mielke (al278)
      VOTE All in favor.
      VOTE: Carried

       
  5. Ongoing Business
     
    1. None

       
  6. Reports 
     
    1. 2011 AGM Final Report (Graeme Beckett) 
       
      This year the AGM discussion group had questions on the two items in the NCF's Audit Report. One was related to the Systems Software line item. The Systems Software includes previously donated software such as Messenger Express from a few years ago. Less the accumulated amortization  against those software assets. The second question which had a higher level of inquiry related to Motion A, "A reasonable remuneration for all officers, agents and employees and committee members may be fixed by the board of directors by resolution.". The inquiry was why the these costs and fees had increased significantly over the last several years when the NCF`s cash reserves were dropping.  It was explained by the AGM Chair that a number of expenses fall under the "Administration and Professional fees" line-item in the financial statement, such as staffing costs, payments to the auditors, insurance, research and development costs, banking and credit card transaction costs and fees. A more detailed explanation is provided in the 2011 AGM discussion group.

      The results of the NCF`s 2011 AGM are as follows:
       
      Votes NCF ID Name Term (yrs) Expires Notes
      154 fp017 Amy Yee 3 2014 Elected: Three-year term
      149 aa800 Doug Hull 3 2014 Elected: Three-year term
      148 ft850 Michael Weiss 3 2014 Elected: Three-year term
      130 fr786 Ken McCarthy 3 2014 Elected: Three-year term
      116 fm776 Jim Nubel      
      Motions: Annual Business
      For Against Abstain No Vote Result Motion
      157 11 10 17 Carried Motion A - Remuneration of Agents, Contractors, and Employees
      171 6 4 14 Carried Motion B - Appointment of Auditors
      156 8 11 20 Carried Motion C - Rules and Regulations


      MOTION: To accept the AGM Report.
      Moved by: Christopher Cope (bz787)
      Seconded by: Doug Hull (aa800)
      VOTE: All in favor. 
      VOTE: Carried

       
    2. Executive Directors Report (Rowland Few)

      In advance of the meeting Rowland provided a business plan for the year and highlighted some of the items during the meeting. Rowland also stepped through the PowerPoint and financial documents he circulated in advance of the meeting.

      In addition to the documents circulated to the board by the Executive Director some of the items highlighted by the ED were as follows:
           
      -
      The Executive Director sent out a survey to the membership and obtained 1100 survey responses with 880 unique responses.
      - In terms of the office anomalies the Executive Director would attempt to determine what amounts are recoverable and at what level of labour.
      - The ED indicated that Shirley's reporting of tax and method of accounting for DSL expenses and revenue was complicated as the wholesaler bills on the 15th of the month whereas members pay various times of the month.  
      - Net income was up modestly the first quarter with donations from dial-up accounting for most of the + $3.2k.
      - Eighty per cent of the membership use credit card as payment. Taking into account items such as auto debit failures and credit card transaction failures the Executive Director determined that the overall transaction  process for credit cards is smoother and less expensive than auto debit.
       
      MOTION:
      To receive the Executive Directors Report.
      Moved by: Christopher Cope (bz787)
      Seconded by: Ken McCarthy (fr786)
      VOTE: All in favor. 
      VOTE: Carried
       
    3. Treasurers Report (Alan McRae)

      With the earlier anomalies in the numbers it is difficult to discern a definitive trend. The Treasurer may get a quote from the auditors to check office procedures and determine and draft a terms of reference for office controls and procedures. Perhaps mid year review the budget and do some rolling three month forecasts.

      MOTION:
      To receive the Executive Directors Report.
      Moved by: Graeme Beckett (aw958)
      Seconded by: Christopher Cope (bz787)
      VOTE: All in favor. 
      VOTE: Carried
       
    4. Report of the Strategic Planning Committee

      The Strategic Planning Committee did not meet. The brochures are out to the Roman Catholic Board. The meet to hook-up with the Ottawa Public Library should occur this month.
       
    5. Executive Committee Report (Chris Cope)

      The Executive Committee met April 18.  Office procedures and improvements were discussed along with succession planning.

      MOTION: To accept the Executive Committee Report.
      Moved by: Mark Mielke (al278)
      Seconded by: Michael Weiss (ft850)
      VOTE: All in favor. 
      VOTE: Carried
       
    6. Report of the Connectivity Committee (Mike Kelly)

      Mike explained the difficulties in connecting to the correct personnel and was still waiting for a response from the last contact.

      MOTION: To receive the Connectivity Committee Report.
      Moved by: Christopher Cope (bz787)
      Seconded by: Doug Hull (aa800)
      VOTE: All in favor. 
      VOTE: Carried
       
  7. New Business
     
    1. Welcome New Board and Returning Members

      Chris was unable to attend the start of the meeting thus the Meet and Greet was moved under this agenda item: New Business.
       
    2. Election of Officers

      The nominations for the NCF officers was opened for discussion and the following individuals accepted their nominations.

      MOTION:
      Nominate Alan McRae as Treasurer
      Moved by: Christopher Cope (bz787)
      Seconded by: Mark Mielke (al278)
      Declared Treasurer by acclamation.
       
      MOTION:
      Nominate Chris Cope as President
      Moved by: Mark Mielke (al278)
      Seconded by: Alan McRae (fl334)
      Declared President by acclamation.

      MOTION:
      Nominate Graeme Beckett as Secretary
      Moved by: Gary Eikenberry (aa353)
      Seconded by: Mark Mielke (al278)
      Declared Secretary by acclamation.

      MOTION:
      Nominate Gary Eikenberry as First Vice President
      Moved by: Doug Hull (aa800)
      Seconded by: Alan McRae (fl334)
      Declared First Vice President by acclamation.

      MOTION:
      Nominate Doug Hull as Second Vice President
      Moved by: Christopher Cope (bz787)
      Seconded by: Mark Mielke (al278)
      Declared Second Vice President by acclamation.
       
    3. Banking Resolution

      MOTION:  The designated signing officers will be two of the following four, Chris Cope, Gary Eikenberry, Alan McRae and the Executive Director, Rowland Few.
      Moved by: Mark Mielke (al278)
      Seconded by: Graeme Beckett (aw958)
      VOTE: All in favor. 
      VOTE: Carried
       
    4. Succession Planning

      The Board had an informal discussion on succession planning. It was suggested that this item could also be added to the next board meeting.
       
    5. Strategic Planning Committee Chair

      With Jim Nubel as an outgoing board member a new committee chair is to be elected.

      MOTION:
      To appoint Doug Hull as the Strategic Planning Committee Chair.
      Moved by: Christopher Cope (bz787)
      Seconded by: Mark Mielke (al278)
      VOTE: All in favor. 
      VOTE: Carried
       
    6. Ski Museum Location

      The Ski Museum location becomes available in two months. The Executive Director will check pricing on a possible move.
       
    7. Outgoing Board Members Recognition (Graeme Beckett)

      MOTION: A big thanks to the outgoing board members, Jim Nubel and Don Francis for their dedication and services to the NCF Board!
      Moved by: Graeme Beckett (aw958)
      Seconded by: Doug Hull (aa800)
      VOTE: All in favor. 
      VOTE: Carried
       

  8. Announcements

    None
     
  9. Date of Next Meeting

    June 21, 2011, 7:00 PM
    Suite 302, Trailhead Building
    1960 Scott Street
     

  10. Adjournment
    The meeting adjourned at 10:00 p.m.

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