National Capital FreeNet / Libertel de la Capitale nationale

NCF Board of Directors
Minutes of Meeting
March 18, 2014 


  • Updated bylaws and Articles of Continuance advanced to NCF's 2014 AGM
  • Nominating Committee recommends four candidates for the AGM
  • NCF 20th Anniversary planning

Minutes of a meeting of the Board of Directors

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


Board members present:

Gary Eikenberry (aa353) President
Mike Kelly (fm342) 2nd Vice-president
Alan McRae (fl334) Treasurer
Graeme Beckett (aw958) Secretary
Christopher Cope (bz787)
Tom Moore (fw054)

Amy Yee (fp017)
Michael Weiss (ft850)
Ken McCarthy (fr786)
Peter MacKinnon (fr198) 1st Vice-president

NCF Management/Staff present:
Executive Director: Tony McNeill

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 

    MOTION: To accept agenda as circulated.
    Moved by: Christopher Cope (bz787)
    Seconded by: Alan McRae (fl334)
    VOTE: All in favor. 
    VOTE: Adopted
  3. Review of the Minutes of the Previous Meeting

    Minutes of February 25, 2014

     Motion to adopt the minutes of March 25, 2014 as circulated.
    Moved by: Alan McRae (fl334)
    Seconded by: Christopher Cope (bz787)
    VOTE All in favor.
    VOTE: Adopted
  4. Reports 
    1. Executive Director's Report and Financial Statements (Tony McNeill)

      The Executive Director circulated his report in advance of the meeting.

      DSL revenue for February was typical with January up about 12k higher when compared to recent months. Modem revenue was up slightly due to the more expensive Sagemcom VDSL modems. Accounts receivable for DSL service and modems are down compared to average. 

      DSL & Dialup
      There had been some inconsistency with the previous DSL churn rate data with the new reporting to be more accurate. Growth is currently in the 7/300 plan. Dial-up is holding fairly steady with a loss of about two per week. Network performance continues to be monitored.

      Office & Structure
      Wiki's have been updated on orders from our two modem suppliers. The majority of calls and tickets to the Help Desk are answered on the same day. A new volunteer (accountant) is helping out with receivables.  

      See item 5b) on the NCF's 20th anniversary. 

      To accept the Executive Director's Report.
      Moved by:  Tom Moore (fw054) 
      Seconded by:  Alan McRae (fl334)
      VOTE All in favor.
      VOTE: Adopted
    2. Nominating Committee Report (Chris Cope)

      The Nominations Committee has interviewed the following candidates as prospective members of the Board of Directors and hereby recommends these four individuals to the Board for consideration as “recommended candidates” in the 2014 AGM.

      MOTION:  Resolved, that the the National Capital FreeNet Board authorize nominations of Phil Linttell, Peter Chapman, David Hudson and Jennifer Barrigar as candidates for the four (4) vacant Board positions in the 2014 AGM, and that the information for each of these candidates will contain a statement that the nominee is recommended by the Board of Directors.
      Moved by: The committee chair Christopher Cope (bz787)
      Seconded by: Graeme Beckett (aw958)
      VOTE: All in favor. 
      VOTE: Adopted
  5. Ongoing Business  
    1. 2014 Budget Discussion (Tony McNeill)

      The Executive Director will meet with a work group to discuss the shaping of the budget and test budget assumptions. A proposed budget will be presented at the next meeting.
    2. NCF Anniversary Planning Update  (Tony McNeill)

      In advance of the meeting the Executive Director circulated an encouraging draft document entitled "NCF 20th Anniversary" "Looking Back, Reaching Forward: 20 years Contributing to Internet Growth " The NCF20 logo has been finalized, a draft agenda in place,  proposed media coverage and a layout for the celebration. A keynote speaker had been contacted along with several other speakers of note. Potential sponsors and sponsorship levels were conversed along with the financial commitment required for the suggested keynote speaker. It was discussed that additional work remained on establishing committed sponsors along with a few additional speakers.

      MOTION: Be it resolved that the Executive Director and any two signing officers are authorized to commit to a contract for a keynote speaker provided that sufficient written sponsorship agreements are in place to cover the full liability.
      Moved by: Christopher Cope (bz787)
      Seconded by: Tom Moore (fw054)
      VOTE: All in favor. 
      VOTE: Adopted
    3. New Not-for-Profit Corporations Act (Mike Kelly)

      As a not-for-profit corporation the NCF must comply with the new Not-for-Profit Corporations Act (Assented to 2009-06-23) by October of 2014.

      The updated by-laws and
      updated by-laws and Articles of Continuance had been prepared and circulated in advance of the board meeting by the chair of the committee Mike Kelly. By-law amendments are enacted by a resolution passed by the board of directors, then sanctioned by approval of a Special Resolution at a meeting of members by at least two-thirds (2/3) of the votes cast, and finally made effective by approval of Corporations Canada.

      MOTION: To approve and advance the updated by-laws and Articles of Continuance to the 2014 Annual General Meeting.
      Moved by: The chair of the committee Mike Kelly (fm342)
      Seconded by: The NCF Secretary Graeme Beckett (aw958)
      VOTE: All in favor. 
      VOTE: Adopted
  6. New Business
    1. 2014 AGM Update (Graeme Beckett)

      Graeme kept the Board updated in advance of the meeting. A reminder for annual reports and candidate information was noted at the meeting.
  7. Announcements

  8. Date of Next Meeting

    The next regular meeting will be April 15, 2014,
    NCF Offices, Suite 206 Richmond Square, 1305 Richmond Rd.
  9. Adjournment

    The meeting adjourned at 10:02 p.m.

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