National Capital FreeNet / Libertel de la Capitale nationale

NCF Board of Directors
Minutes of Meeting
February 21, 2012

SOME HIGHLIGHTS

Minutes of a meeting of the Board of Directors

The meeting was called to order at 7:08 p.m. with Chris Cope as Chair and Graeme Beckett as Secretary.

INTRODUCTIONS

Board members present:
Christopher Cope (bz787), President
Gary Eikenberry (aa353) 1st Vice-president
Alan McRae (fl334) Treasurer
Graeme Beckett (aw958) Secretary
Doug Hull (aa800)
Mike Kelly (fm342)
Amy Yee (fp017)
Ken McCarthy (fr786)

Regrets:
Peter MacKinnon (fr198)
Michael Weiss (ft850)

NCF Management/Staff present:
Ross Kouhi (ah455), Executive Director

Guests:
 None

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.

  1. Confirmation of Quorum

     Quorum was confirmed.
     
  2. Review of the Agenda  

    The draft agenda was adopted as presented.

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

  3. Review of the Minutes of the Previous Meetings.
     
    Amend the draft January minutes to include Gary Eikenberry as a member of the Finance Committee to meet with KPMG.

    MOTION: Adopt the minutes of the January 21, 2012 meeting as amended.
    Moved by: Ken McCarthy (fr786)
    Seconded by: Gary Eikenberry (aa353)
    VOTE All in favor.
    VOTE: Adopted

    The minutes for the December 6, 2011 board meeting will be deferred to the next meeting.
     
  4. Reports 
    1. Report of the Executive Director (Ross Kouhi)
       
      • Net income for January was very close to budget.
      • Volunteer engagement continues
      • Examination of voice mail and trouble ticket cues is underway
      • OCSB mass configuration project continues
      • Stats of the survey data and ticket classification is underway
      • Relationship with ASI hardware vendor shows value
      • Potential write off risk with old modems
      • There proves to be a steady interest in used modems

      With the work by KPMG on the year end financial review essentially complete, the feedback from the KPMG accountant was very positive noting that Shirley Yik has done an excellent and thorough job on our books! A KPMG senior partner review will take place within the next week or two.

      MOTION:       To receive the Executive Directors Report.
      Moved by: Doug Hull (aa800)
      Seconded by: Alan McRae (fl334)
      VOTE: All in favor. 
      VOTE: Received
       

    2. Treasurers Report (Alan McRae)

       The Treasurer did not have a formal report but provided comments and insights on the financial statements within the Executive Directors report. We continue to track very close to budget.
       
    3. Executive Committee Report (Chris Cope)

       None - The Executive Committee did not meet during the period
       
    4. Report of Strategic Planning/Marketing Committee (Doug Hull)

       Of note: A reconnect has been established at the Ottawa Catholic School Board in regards to the project.

      MOTION: To receive the Marketing Committee verbal report.
      Moved by: Gary Eikenberry (aa353)
      Seconded by: Mike Kelly (fm342)
      VOTE: All in favor. 
      VOTE: Received
       
    5. Report of the Connectivity Strategy Committee

      The committee was very helpful in providing a vibrant discussion forum, research and feedback.

      MOTION:       To disband the Connectivity Strategy Committee now that it's mandate is complete, with thanks from the Board.
      Moved by: Mike Kelly (fm342)
      Seconded by: Doug Hull (aa800)
      VOTE: All in favor. 
      VOTE: Received
       
    6. Report of the Nominations Committee

      While there was no formal report, discussion ensued on vacancies and possible candidates.
       
  5. Ongoing Business
     
    1. 2012 Budget (Ross Kouhi)

      The Executive Director presented two scenario budgets. One was a status quo budget and the second outlining various changes in pricing which have yet to implemented.

      MOTION: To move in camera.
      Moved by: Gary Eikenberry (aa353)
      Seconded by: Mike Kelly (fm342)
      VOTE: All in favor. 
      VOTE: Received

      MOTION:       To move out of camera.
      Moved by: Gary Eikenberry (aa353)
      Seconded by: Mike Kelly (fm342)
      VOTE: All in favor. 
      VOTE: Received

      MOTION: Understanding the current transitional state that we accept the current status quo budget as an interim until May.
      Moved by: Gary Eikenberry (aa353)
      Seconded by: Alan McRae (fl334)
      VOTE: All in favor. 
      VOTE: Carried
       
    2. 2012 AGM Update

       The Board discussed the dates surrounding the AGM, also noting that reports from various parties will also be required.

      MOTION: To have the AGM Chair assign the dates of the AGM to meet the by-laws of the NCF.
      Moved by: Amy Yee (fp017)
      Seconded by: Doug Hull (aa800)
      VOTE: All in favor. 
      VOTE: Received

      MOTION: To accept the AGM Chair's verbal update.
      Moved by: Doug Hull (aa800)
      Seconded by: Ken McCarthy (fr786)
      VOTE: All in favor. 
      VOTE: Received
        
  6. New Business  
     
    1. Proposed By-Law Amendment

      MOTION: To accept and advance the following motion to the AGM, together with accompanying preamble:

      In order to respond to changes in the marketplace, the Board recommends, consistent with the model by-laws developed by Corporations Canada for not-for-profit organizations, the following amendment to the by-laws of the National Capital FreeNet:: 

      BE IT RESOLVED that the by-laws of the National Capital FreeNet are amended as follows:

      19.   The directors shall have power to authorize expenditures on
      behalf of the corporation from time to time and may delegate by
      resolution to an officer or officers or executive committee of
      the corporation the right to employ and pay salaries to
      employees. The directors shall have the power to enter into a
      trust arrangement with a trust company for the purpose of
      creating a trust fund in which the capital and interest may be
      made available for the benefit of promoting the interest of the
      corporation in accordance with such terms as the board of
      directors may prescribe.

      be eliminated and the following be substituted:

      The directors shall have power to authorize expenditures on behalf of the corporation from time to time and may delegate by resolution to an officer or officers of the corporation the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the corporation in accordance with such terms as the board of directors may prescribe.

      The board of directors is hereby authorized, from time to time

      1. To borrow money upon the credit of the corporation, from any bank, corporation, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such manner as the board of directors in its discretion may deem expedient;
      2. To limit or increase the amount to be borrowed

      Moved by: Doug Hull (aa800)
      Seconded by: Mike Kelly (fm342)
      VOTE: All in favor. 
      VOTE: Carried
       

  7. Announcements

    None
     
  8. Date of Next Meeting

    The next regular meeting will be April 17, 2012, NCF Offices, Suite 302 Trailhead Building.
     

  9. Adjournment

    The meeting adjourned at 10:15 p.m.

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