The National Capital FreeNet

2002 AGM REPORT

Prepared by: Chris Cope (bz787)

March 13, 2002

The 2002 Annual General Meeting was conducted online during the period February 26 to March 12. Six candidates ran for five vacant positions on the Board, of which three were for full 3-year terms, one was for a 2-year term and one was for a 1-year term.

1. ELECTION RESULTS

1. (a) Board of Directors

Votes	NCF ID	Name	Term (Years)	Expires	Notes
602	es170	Andrea Holland	3	2005	Elected: Three-year term
593	cm324	Michael Williamson	3	2005	Elected: Three-year term
578	ep584	Catherine Wenuk	3	2005	Elected: Three-year term
560	ba990	Don Francis	2	2004	Elected: Two-year term
528	er983	Mary Anne Dugmore	1	2003	Elected: One-year term
382	er075	Denis Wall

1. (b) Motions: Annual Business

For	Against	Abstain	No Vote	Result	Motion	Notes
559	52	68	105	Carried	Motion A	Remuneration of Agents, Contractors, and Employees
628	22	38	96	Carried	Motion B	Appointment of Auditors
566	32	72	114	Carried	Motion C	Rules and Regulations

There were 784 voters (of 6821 registered members) or about 11½ % of our membership. There were no proxy votes. The vote log also recorded 130 members who logged in to the AGM web voting system but did not complete the voting process and no vote was recorded.

The total number of ballots submitted (including re-voting) was 868 submissions. The number who submitted just one vote ballot was 714 members; the number who submitted more than one ballot (re-voting) was 70 members; and the most ballot submissions of any member was 6.

Voter turn out was high; we believe in part as a result of a series of short email messages containing “clickable” links to the voting software. These messages were sent out very few days throughout the voting period. The chart below (prepared by Ian Allen) illustrates hourly activity on the voting system. The effect of the email messages is clearly visible.

2. Meet the Candidates get-together

NCF members, candidates, staff, and current board members were invited to an informal get-together on February 26 at 6pm in the Keefer Room of Ottawa City Hall. About 40 people attended, including most of present Board, NCF’s accountant, and two of our staff, Unfortunately, only one candidate was present and it is thought that in future years, more lead time between close of nominations and the meeting might permit greater candidate participation. Among the group were several members who had not previously come out to NCF events, and because the discussion was lively and thoughtful, the event was judged a success and an excellent opportunity to the Board and staff to develop greater understanding of members concerns and views.

3. Nominating Committee

This was the inaugural year for NCF to employ a Nominating Committee and the high quality of candidates speaks to the clear advantage of the process. The committee examined credentials and conducted interviews in the context of a criteria which included consideration for experience in:

§ Managing or heading an organization (the larger the org, the better) – Such candidates would know how to oversee a head-of-org, and can recognize proper behaviour ("know one when they see one");

§ Hiring and interviewing – In a governance model, much of the work is delegated to staff. The most important thing that the NCF Board can do is hire and direct its staff effectively;

§ Owning/running a small business (the more substantial, the better) – Such candidates would know how to focus on what counts;

§ Having been head-of-org, managing director, etc -- takes one to know one;

§ Understanding financial statements and financial planning -- someone to serve on the finance committee and review financial statements;

§ Making judgments (including character judgment) -- so they are familiar with collecting data and then deciding;

§ Membership on corporate or other not-for-profit boards;

§ Technology management – Such candidates would not be mislead by “Techno baffle-gab”;

§ Project management – This skill allows such candidates to know what counts and what to watch for.

The committee was able to communicate with prospective candidates and in many cases provide clear information about Board activities, commitment etc. thus avoiding possible candidates with unclear or uninformed ideas about what would be required of them and how the NCF Board operates.

The recruiting assignment of the Nominating Committee’s mandate was the most time-consuming but clearly the most effective component this year. The recruiting process included direct email to all NCF members, articles in newsgroups, announcements on AGM web pages and importantly direct solicitation of qualified individuals.

4. Voting Software & Election Process

This is the second year for our use of the web-based voting software developed by Mark Mielke. This year the software was modified to display the candidates in random order on each ballot.

Throughout the election, the Registrar took “snapshots” of the then current software state and at after vote tabulation at the close of voting and archive copy of the software was created, encrypted and burned to CD. All sensitive information remaining on the server has been deleted.

Jim Elder has already commenced preparation of the 2003 election area, so as to include various how-to components that arose this year. Similarly, Ian Allen, this year’s AGM Registrar will update the technical how-to documents. We recommend as well, that an effort be made to add additional documentation for the software itself, including instructions on how to make modifications each year and possibly including imbedded code comments in preparation for future software environment changes.

AGM Committee Members:

Chris Cope AGM Chair

Gary Eikenberry Director in charge of proxies

Ian Allen Returns officer

Mark Mielke Voting system software

André Dalle Voting system administration

Jim Elder AGM web page & software configuration