National Capital FreeNet / Libertel de la Capitale nationale

NCF Board of Directors
Minutes of Meeting
September 18, 2012 


Minutes of a meeting of the Board of Directors

The meeting was called to order at 7:03 p.m. with Gary Eikenberry as Chair and Graeme Beckett as Secretary.


Board members present:

Gary Eikenberry (aa353) President
Doug Hull (aa800) 1st Vice-president
Alan McRae (fl334) Treasurer
Graeme Beckett (aw958) Secretary
Christopher Cope (bz787)
Mike Kelly (fm342)
Amy Yee (fp017)

Peter MacKinnon (fr198) 2nd Vice-president
Ken McCarthy (fr786)
Michael Weiss (ft850)
Tom Moore (fw054)

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

Jim Elder

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: Alan McRae (fl334)
    Seconded by: Doug Hull (aa800)
    VOTE: All in favor. 
    VOTE: Adopted

  3. Review of the Minutes of the Previous Meeting

    MOTION: Adopt the minutes of the July 24, 2012 meeting as circulated.
    Moved by: Mike Kelly (fm342)
    Seconded by: Ken McCarthy (fr786)
    VOTE All in favor.
    VOTE: Adopted
  4. Reports 
    1. Report of the Executive Director (Ross Kouhi)

      In advance of the meeting the Executive Director circulated his more detailed report, financials and DSL transition analysis to the board. Some additional notes follow.
      • Financial:
      • Our DSL router lease is a 3 year term however this is expected to be paid off well within the first year.
      • Bell has billed $8k for dry line activations (unexpected cost)
      • Ross is looking into further reducing transit costs.
      • Operations update:
      • NCF now has a more robust database (Thanks Jim and Andre!)
      • An analysis of a low speed DSL service will be undertaken.
      • Something has caused a couple of gateway failures since the Bell switchover: daemon fails and stops DSL modems from authenticating (Andre investigating).
      • Advertising:
      • Google Adwords in place
      • Posters at Carleton and Ottawa U.
      • Bell's billing for the DSL transition was incomplete and is now due July 25. The previous month's overcharge also reappeared.
      • ED transition:
      • Detailed manual ready
      • Overlap time available

      The Executive Director highlighted the on-going contributions of Adam Hunt (fn352) volunteering in the office, providing support assistance and making free Open Source software available to members!

      To receive the Executive Director's Report.
      Moved by: Amy Yee (fp017)
      Seconded by: Doug Hull (aa800)
      VOTE: All in favor. 
      VOTE: Received

    2. Treasurer's Report (Alan McRae)

      Alan concurred with the Executive Director's financial report indicating a mid year 2013 cost recovery on NCF's move to purchase DSL services direct from Bell. Caution should be noted as the reserve may drop to as low as 38k at year end. Doug inquired what a healthy reserve would be and Alan responded that this could be half a year's administration costs.

      MOTION: To receive the Treasurer's Report.
      Moved by:  Graeme Beckett (aw958)
      Seconded by: Ken McCarthy (fr786)
      VOTE: All in favor. 
      VOTE: Received
    3. Executive Committee Report (Gary Eikenberry)

      An Executive Committee meeting with Gary, Chris, Alan, Peter and Ross was held August 8, 2012.  The discussion centered on Ross's news that he would be moving on from the NCF. It was decided that the previous Executive Director Search Committee be reconstituted.

      MOTION: To receive the Executive Committee report.
      Moved by: Mike Kelly (fm342)
      Seconded by: Doug Hull (aa800)
      VOTE: All in favor. 
      VOTE: Received
    4. Executive Director Search Committee Report

      After reviewing the resumes the search committee established interviews with five potential candidates with a sixth selected candidate unavailable to date. It was noted there were several good candidates but no details available yet for the board. 

      It was decided that a teleconference meeting of the Board would be held on September 23, 2012 at 5 PM and that an offer of employment be circulated in advance to the Board, subject to approval at the meeting.

      The search committee consists of  Mike Kelly, Chris Cope, McCarthy, Jim Elder and Shirley Yik.

      MOTION: To accept the Executive Director Search Committee report.
      Moved by: Graeme Beckett (aw958)
      Seconded by: Alan McRae (fl334)
      VOTE: All in favor. 
      VOTE: Received

    5. New Legislation Committee: Canada Not-for-profit Corporations Act  (Mike Kelly)

      No activity to report this month.
    6. Strategic Planning Committee Report (Peter MacKinnon)

      Due to unforeseen circumstances Peter was unable to attend the meeting.
  5. Ongoing Business
    1. CCTS Resolution Update (Ross Kouhi)

      There was no resolution yet with one outstanding part of the process to go. Ross inquired if it was necessary for a non profit to join CCTS and was told it was a requirement.
    2. NCF Office Location update (Ross Kouhi)

      Ross circulated to the Board by email a document on comparative costs from a commercial real estate agent.
    3. NCF's 20th Anniversary Planning (Ross Kouhi)

      A volunteer is in place. Ross suggested at a later date that Board oversight may be desired.
  6. New Business  
    1. Thank outgoing Executive Director: Ross Kouhi

      This was deferred to the upcoming board meeting on September 23 where an appropriate motion of thanks will be presented. 
  7. Announcements

    There were no announcements.
  8. Date of Next Meeting

    The next regular meeting will be October 23, 2012, NCF Offices, Suite 302 Trailhead Building.

  9. Adjournment

    The meeting adjourned at 9:26 p.m.

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