National Capital FreeNet / Libertel de la Capitale nationale

NCF Board of Directors
Minutes of Meeting
January 31, 2012


Minutes of a meeting of the Board of Directors

The meeting was called to order at 7:12 p.m. with Chris Cope as Chair and Graeme Beckett as Secretary.


Board members present:
Christopher Cope (bz787), President
Gary Eikenberry (aa353) 1st Vice-president
Graeme Beckett (aw958) Secretary
Mark Mielke (al278)
Mike Kelly (fm342)
Michael Weiss (ft850)

Alan McRae (fl334) Treasurer
Peter MacKinnon (fr198)
Amy Yee (fp017)
Doug Hull (aa800)
Ken McCarthy (fr786)

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

Jim Elder (aa456)

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: Michael Weiss (ft850)
    Seconded by: Mike Kelly (fm342)
    VOTE: All in favor. 
    VOTE: Adopted

  3. Review of the Minutes of the Previous Meetings.
    MOTION: Adopt the minutes of the November 22, 2011 meeting as circulated.
    Moved by: Gary Eikenberry (aa353)
    Seconded by: Mike Kelly (fm342)
    VOTE All in favor.
    VOTE: Adopted

    The minutes for the December 6, 2011 board meeting will be available at a later date.
  4. Reports 
    1. Report of the Executive Director (Ross Kouhi)
      • The fundraising campaign was a success surpassing the goal of $25,000 by approximately $1000.
      • RBC banking changes almost complete
      • Exploring possibility of reducing Telus lines by 60% - Check current status of modems at Ottawa overflow location
      • NCF has PayPal non profit status
      • 2012 budget delayed - awaiting wholesale pricing update from supplier
      • New DSL modems working well
      • New hardware management in place, new scanner for inventory
      • Pursuing an increased level of volunteers in office
      • Met with Councillor Kathryn Hobbs about funding opportunities and other possible agency connections
      • OPL - continued referrals show value, on programs discussions => new OPL person starts in April
      • Ottawa Catholic School Board MoU signed - trying to connect
      • Executive Director featured on CBC radio and website print article on NCF
      • Carleton University journalism interview
      • Zimbra progressing - migrated to new server Pallando - migrating for elimination of Solaris

      MOTION: To receive the Executive Directors Report.
      Moved by: Michael Weiss (ft850)
      Seconded by: Gary Eikenberry (aa353)
      VOTE: All in favor. 
      VOTE: Received

    2. Treasurers Report (Alan McRae)

      None - The treasurer was out of the country and sent his regrets for attendance of this meeting.
    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)

      The Strategic Planning/Marketing Committee Report was included within the Executive Directors Report.
    5. Report of the Connectivity/Strategy Committee

      With the report of the Connectivity/Strategy Committee a discussion on the possible effects of the CRTC approved capacity based billing ensued.

      To receive the strategic Connectivity/Strategy Committee Report.
      Moved by: Mark Mielke (al278)
      Seconded by: Michael Weiss (ft850)
      VOTE: All in favor. 
      VOTE: Received
  5. Ongoing Business

  6. New Business  
    1. 2011 Year End Financial Review Engagement Discussion (Chair)

      The 2011 financial Review Engagement is currently underway and when the review is complete a member of the Board and the Executive Director will meet with KPMG.

      MOTION: To strike a Finance Committee to assist with the year end financial review engagement, consisting of Alan McRae, Chris Cope, Gary Eikenberry and Ross Kouhi
      Moved by: Mark Mielke (al278)
      Seconded by: Mike Kelly (fm342)
      VOTE: All in favor. 
      VOTE: Carried
    2. 2012 AGM Discussion

       This year three board members terms expire, Mark Meilke, Graeme Beckett and Peter MacKinnon. An AGM Chair is to be appointed, a Returning Officer and a Director in Charge of Proxies. A Nominating Committee will also be appointed.  Board member Mike Kelly performed a random draw for ballot order of the candidates for the Annual General Meeting.

      MOTION: To appoint Mike Kelly AGM Chair,  Gary Eikenberry as Director in Charge of Proxies, the Returning Officer Jim Elder and a Nominating Committee consisting of Chris Cope, Michael Weiss and assisted by Ross Kouhi.
      Moved by: Mark Mielke (al278)
      Seconded by: Graeme Beckett (aw958)
      VOTE: All in favor. 
      VOTE: Carried
    3. Motions for the 2012 AGM (Graeme Beckett)

      We have three standard motions to review and advance to the Annual General Meeting to meet the requirements of our by-laws.

      Motions for AGM (annual and special business)
      1. Motion A - Remuneration of Agents, Contractors, and Employees
      2. Motion B - Appointment of Auditors
      3. Motion C - Rules and Regulations

      MOTION:  To advance to the AGM Motion A
      Moved by: Chris Cope (bz787)
      Seconded by: Gary Eikenberry (aa353)
      VOTE: All in favor. 
      VOTE: Carried

        To advance to the AGM Motion B
      Moved by: Chris Cope (bz787)
      Seconded by: Gary Eikenberry (aa353)
      VOTE: All in favor. 
      VOTE: Carried

        To advance to the AGM Motion C
      Moved by: Chris Cope (bz787)
      Seconded by: Gary Eikenberry (aa353)
      VOTE: All in favor. 
      VOTE: Carried

  7. Announcements

    Chris informed the board that Invest Ottawa's opening Ceremonies are to be held at 10:30 a.m. February 21, 2012.
  8. Date of Next Meeting

    February 21, 2012, NCF Offices, Suite 302 Trailhead Building.

  9. Adjournment
    The meeting adjourned at 9:50 p.m.

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