NCF Board of Directors
Minutes of Meeting
May 21, 2019 

SOME HIGHLIGHTS

• The Strategic Plan approved by the Board
• NCF's audit complete and ready for the AGM

Minutes of a meeting of the Board of Directors

The meeting was called to order at 7:05 p.m. with Peter Chapman assuming the role as Chair and Graeme Beckett as Secretary for the meeting.

INTRODUCTIONS

Board members present:
Christopher Cope (bz787) Chair
Peter Chapman (fx720) 1st Vice-Chair (Peter assumed the role as Chair for this meeting)
Peter MacKinnon (fr198) 2nd Vice-Chair
Sterling Jimenez (ga867) Treasurer
Graeme Beckett (aw958) Secretary
Martin Dubois (al432)
Lauren Gardner (fy923)
Michael Chan (ga869)

Regrets:
Pete de Lepper (fx621)
Diana Cantu (fz160)

Jennifer Barrigar (bc839) (resigned prior to this meeting)

NCF Management/Staff present:
Executive Director: Shelley Robinson

Guests:
None

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 adopt the agenda as circulated.
   Moved by: Peter MacKinnon (fr198)
   Seconded by: Sterling Jimenez (ga867) 
   VOTE All in favor.
   VOTE: Adopted
    
3. Review of the Minutes of the Previous Meeting
   
   Motion: To approve the minutes of the April 16th meeting.
   Moved by: Martin Dubois (al432)
   Seconded by: Lauren Gardner (fy923)
   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 the open portion of the ED Report
      
      DSL MEMBERS:
      Feb 1/19: 3321
      Mar 1/19: 3324
      Apr 1/19: 3313
      May 1/19: 3327
      Projection for May 31/19: 3330
      As of May 1/18: 3343
      As of May 1/17: 3136
      As of May 1/16: 3006
      
      Operations:
      ●  Subscription growth is slowly increasing.
      ●  Smart-RG 516 beta-test is complete and will be available soon, in addition to Smart-RG 506.
      ●  Upcoming network and server work: no expected outages but will notify members nonetheless.
      ●  Email server upgrade planned for later in the summer.
      
      Communications:
      ●  Audit complete, needs to be reviewed and approved by the Board.
      ●  Strategic Plan complete, needs to be reviewed and approved by the Board.
      ●  AGM Member Meet and Greet: Billings Room, Ottawa City Hall, Wednesday May 29th at 6pm.
      ●  Working with OPL to re-book the Saved with a Click panel on privacy trade-offs for the end of June.
      
      Motion: To move in camera.
      Moved by: Peter MacKinnon (fr198 
      Seconded by: Sterling Jimenez (ga867)
      VOTE All in favor.
      VOTE: Adopted
      
      Motion: To move out of camera.
      Moved by: Sterling Jimenez (ga867)
      Seconded by: Christopher Cope (bz787)
      VOTE All in favor.
      VOTE: Adopted
      
      Motion: To accept the Executive Director's Report.
      Moved by: Peter MacKinnon (fr198)
      Seconded by: Lauren Gardner (fy923)
      VOTE All in favor.
      VOTE: Adopted
       
5. Ongoing Business
    
   1. Review of the 2018 Draft Audit / Financial Statements. (Shelley Robinson)
      
      The Treasurer summed up the results as a clean audit.
      
      Motion: To approve the auditor's financial statements and to present them for review and approval by the NCF members at the 2019 Annual General Meeting.
      Moved by: Sterling Jimenez (ga867)
      Seconded by: Christopher Cope (bz787)
      VOTE All in favor.
      VOTE: Adopted
       
   2. Bank Reconciliation Review (In Camera)
      
      This item was discussed in-camera.
      
      Motion: To move in camera.
      Moved by: Peter MacKinnon (fr198 
      Seconded by: Christopher Cope (bz787)
      VOTE All in favor.
      VOTE: Adopted
      
      Motion:
      RESOLVED, that the previous months National Capital FreeNet bank account reconciliations be checked and approved by the Treasurer or the Chair of the Board, or the 1st Vice-Chair before the beginning of each Board meeting in accordance with the review procedures as set out by the Treasurer.
      Moved by: Sterling Jimenez (ga867)
      Seconded by: Christopher Cope (bz787)
      VOTE All in favor.
      VOTE: Adopted
       
   3. Payroll Motion (In Camera)
      
      This item was discussed in-camera.
      
      Motion:
      RESOLVED, that the National Capital FreeNet payroll for the previous quarter be checked and approved by the Treasurer or the Chair of the Board, or the 1st Vice-Chair according to the procedures set forth by the Treasurer.
      Moved by: Sterling Jimenez (ga867)
      Seconded by: Christopher Cope (bz787)
      VOTE All in favor.
      VOTE: Adopted
       
   4. Nominations Update (Peter Chapman; in-camera)
      
      Motion: To out of camera.
      Moved by: Peter MacKinnon (fr198 
      Seconded by: Christopher Cope (bz787)
      VOTE All in favor.
      VOTE: Adopted
      
      Peter Chapman, Peter MacKinnon and Martin Dubois updated the Board noting there were a number of candidates available.
       
   5. AGM: Update and Discussion
      
      The pre-AGM web pages are online. Given sufficient time the Executive Director, Shelley Robinson will have the AGM reports translated to French.
       
   6. AGM: Motion A - Appointment of Auditors
      
      The Board agreed to continue with Marcil Lavallee as auditor for the current fiscal year.
      
      Motion: That Motion A is approved by the board and that it be presented at the 2019 Annual General Meeting to be voted on by the membership.
      Moved by: Christopher Cope (bz787)
      Seconded by: Graeme Beckett (aw958)
      VOTE All in favor.
      VOTE: Adopted
       
   7. Updated/Revised Strategic Plan and KPIs (Shelley Robinson)
      
      The Executive Director along with a key staff member and the facilitator Alan Leblanc updated and revised the strategic plan and KPI's and incorporated suggestions by the Board. 
      
      Resolution
      Whereas, The Board initiated a strategic planning exercise in December 2018; and
      Whereas, Alan Leblanc was the facilitator and consultant; and
      Whereas, The staff contributed to develop the strategic plan; therefore
      Resolved, that the Board agrees to adopt the five year strategic plan as presented at this meeting by the Executive Director.
      Moved by: Diana Cantu (fz160)
      Seconded by: Peter MacKinnon (fr198)
      VOTE All in favor.
      VOTE: Adopted
       
6. New Business 
    
   1. None
       
7. Announcements
   
   The AGM meet and greet will be Wednesday 7:00 pm May 29th at the Billings Room, Ottawa City Hall.
   
   Prior to this meeting and the AGM, Jennifer Barrigar, announced that she would be stepping down from the Board for personal reasons.
    
8. Date of Next Meeting
   
   The next regular meeting will be June 18, 2019.
   Location: NCF Offices, Suite 206 Richmond Square, 1305 Richmond Rd.
    
9. Adjournment
   
   The meeting adjourned at 9:20 p.m.