NCF Board of Directors
Minutes of Meeting
March 20, 2017 

SOME HIGHLIGHTS

• Discussion on NCF's Articles of Incorporation.
• Andre (NCF SysAdmin) accepted for the ARIN fellowship program
• Dates for NCF's 2017 AGM.

Minutes of a meeting of the Board of Directors

The meeting was called to order at 7:14 p.m. with Chris Cope as Chair and Graeme Beckett as Secretary.

INTRODUCTIONS

Board members present:
Christopher Cope (bz787) Chair
Graeme Beckett (aw958) Secretary
Robert McRae (fy409)
Martin Dubois (fl152)
Pete de Lepper (fx621)
Jennifer Barrigar (bc839)

Regrets:
Peter Chapman (fx720) 1st Vice-Chair
Peter MacKinnon (fr198) 2nd Vice-Chair
Diana Cantu (fz160)
Phil Linttell (fx714)
Lauren Gardner (fy923)

NCF Management/Staff present:
Executive Director: Shelley Robinson

Guests:
Shirley Yik

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: Jennifer Barrigar (bc839)
   Seconded by: Martin Dubois (fl152)
   VOTE: All in favor.
   VOTE: Adopted
    
3. Review of the Minutes of the Previous Meeting
   
   MOTION: Motion to accept the minutes of January 26, 2017 as circulated.
   Moved by:  Robert McRae (fy409)
   Seconded by: Martin Dubois (fl152)
   VOTE: All in favor.
   VOTE: Adopted
    
4. Reports  
    
   1. Executive Director's Report (Shelley Robinson)
      
      Shelley distributed her ED report in advance of the meeting for both the open and in-camera sessions of the meeting. 
      
      Select Highlights from ED Report
      
      Operations
      
      ● Subscriber count on steady climb, helped in part by strong CAF sign-ups Communications/outreach:
      
      ● Andre (NCF SysAdmin) was accepted for the ARIN fellowship program which means both the Executive Director and Systems Administrator will be going to New Orleans! (The Executive Director is there for the ICANN NARALO meeting at the same time,representing ISCC)
      
      ● Executive Director speaking at Centre for Social Enterprise Development (CSED's) first networking breakfast on March 23rd. It's a three-person panel (us, Dovercourt, and Causeway) about different types of successful social enterprises (we are the example of a mandate-driven one)
      
      ● Because of WiseNet, Kanata seniors' centre wants Shelley to give a talk about NCF on June 8th and maybe also host a regular WiseNet-type series
      
      ● Executive Director attended a CIRA-hosted event about OttIX (Ottawa internet exchange), expressed interest in helping with governance
      
      ● Executive Director invited to be a “Conversation Host” for IMPACT! Youth Sustainability Leadership Program totalk about NCF and what we do on March 25th
      
      The above is the open portion/session of the Executive Director's Report.
      
       
5. Ongoing Business
    
   1. 2017 AGM Update
      
      Graeme had circulated the proposed AGM schedule of events in advance of the meeting. An additional event was added; a meet and greet with the suggested location at the Ottawa City Hall.  The Schedule is located at the bottom of the 2017 AGM page.
       
   2. Nominations Committee Update
      
      Diana was unable to attend the meeting however it was noted that progress had been made on this item.
       
6. New Business 
    
   1. Financial Statements From the Auditor: KPMG
      
      Chris Cope, Peter Chapman, Peter MacKinnon and Shelley Robinson were able to attend the meeting to discuss the financial statements with the auditor. At the board meeting Shelley discussed the statements that had been previously circulated.  
      
      MOTION: To accept and advance the financial statements to the AGM for consideration by the membership conditional on changes as discussed by the Executive Director.
      Moved by: Jennifer Barrigar (bc839)
      Seconded by: Pete de Lepper (fx621)
      VOTE All in favor.
      VOTE: Adopted
       
   2. NCF's Articles of Incorporation Amendment (Graeme Beckett)
      
      In advance of the meeting Graeme circulated information and a recommendation regarding the requirements, current status and procedure to make changes to NCF's Articles of Incorporation with regards to not for profit soliciting corporations. Peter Chapman had emailed the suggested wording for the motion. After discussion on this item it was agreed that Jenn would draft a motion which would be circulated in advance of the next meeting.   
       
7. In Camera Session 
    
   1. In-Camera Session of the Executive Director's Report
      
      MOTION: To move in-camera.
      Moved by: Pete de Lepper (fx621)
      Seconded by: Robert McRae (fy409)
      VOTE All in favor.
      VOTE: Adopted
      
      MOTION: To move out of camera.
      Moved by: Martin Dubois (fl152)
      Seconded by: Robert McRae (fy409)
      VOTE All in favor.
      VOTE: Adopted
      
      MOTION: To receive the Executive Director's Report.
      Moved by: Jennifer Barrigar (bc839)
      Seconded by: Pete de Lepper (fx621)
      VOTE All in favor.
      VOTE: Adopted
       
8. Announcements
   
   There were no NCF related announcements.
    
9. Date of Next Meeting
   
   The next regular meeting was subsequently set to April 18, 2017
   NCF Offices, Suite 206 Richmond Square, 1305 Richmond Rd.
    
10. Adjournment
    
    The meeting adjourned at 8:56 p.m.