NCF Board of Directors
Minutes of Meeting
March 18, 2014
SOME HIGHLIGHTS
- 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.
INTRODUCTIONS
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)
Regrets:
Amy Yee (fp017)
Michael Weiss (ft850)
Ken McCarthy (fr786)
Peter MacKinnon (fr198) 1st Vice-president
NCF Management/Staff present:
Executive Director: Tony McNeill
Guests:
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.
- Confirmation of Quorum
Quorum was confirmed.
- 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
- Review of the Minutes of the Previous
Meeting
Minutes of February 25, 2014
MOTION: 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
-
Reports
- Executive Director's Report and Financial
Statements (Tony McNeill)
Highlights
The Executive
Director circulated his report in advance of the
meeting.
Financials
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.
Initiatives
See item 5b)
on the NCF's 20th anniversary.
MOTION: To accept the Executive Director's
Report.
Moved by: Tom Moore (fw054)
Seconded by: Alan McRae (fl334)
VOTE All in favor.
VOTE: Adopted
- 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
-
Ongoing Business
- 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.
- 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
- 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
-
New Business
- 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.
- Announcements
None
- Date of Next Meeting
The next regular meeting will be April 15,
2014,
NCF Offices, Suite 206 Richmond Square, 1305 Richmond
Rd.
- Adjournment
The meeting adjourned at 10:02 p.m.
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