NCF Board of Directors
Minutes of Meeting
January 20 2015 

SOME HIGHLIGHTS

• DSL membership continues to climb
• 2015 Budget Committee formulated
• 2015 AGM officers appointed
• New Helpdesk manager on contract

Minutes of a meeting of the Board of Directors

The meeting was called to order at 7:05 p.m. with Mike Kelly as Chair and Graeme Beckett as Secretary.

INTRODUCTIONS

Board members present:
Mike Kelly (fm342) Chair
Peter MacKinnon (fr198) 1st Vice-Chair
Peter Chapman (fx720) 2nd Vice-Chair
Graeme Beckett (aw958) Secretary
Alan McRae (fl334) Treasurer
Christopher Cope (bz787)
David Hudson (fx717)
Tom Moore (fw054)

Regrets:
Jennifer Barrigar (bc839)
Phil Linttell (fx714)

NCF Management/Staff present:
Executive Director: Nick Ouzas

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.

1. Confirmation of Quorum
   
   Quorum was confirmed.
    
2. Review of the Agenda 
   
   MOTION: To accept agenda as circulated.
   Moved by: David Hudson (fx717)
   Seconded by: Peter Chapman (fx720)
   VOTE: All in favor. 
   VOTE: Adopted
    
3. Review of the Minutes of the Previous Meeting
   
   MOTION: Motion to accept the minutes of November 18, 2014 as circulated.
   Moved by:  Christopher Cope (bz787)
   Seconded by: Peter Chapman (fx720)
   VOTE All in favor.
   VOTE: Adopted
    
4. Reports 
    
   1. Executive Director's Report (Nick Ouzas)
      
      Nick Ouzas provided his report in advance of the meeting.
      
      Financials
      - As part of the financials, a budget variance spreadsheet was presented.
      - NCF ended 2014 with an overall modest net income that was a positive variance to budgeted figures.
      - Backdated credit obtained from Bell for the April PRI deactivation.
      - Capacity Upgrade Billing - All properly billed and credited by Bell now.
      
      Operations
      - DSL membership continues a modest climb while dial-up continues to drop modestly.
      - New main server installed and ready for production - Mail cutover date February 4, 2015.  
      - Bell incorrectly configured new IP address blocks - still working to get this fixed.
      - Bell DSL installations back on track after a large gap due to Bell's holidays.
      - Snowbird DSL plan continues.
      - Charts highlighting NCF's increasing GAS bandwidth usage was presented and discussed. 
      - Nick will look for ways to better balance NCF's Gigabit links before increasing bandwidth in February.
      - Details for Bell's 2013/2014/2015 incentive plans were discussed.
      - Major staff and volunteer effort required to respond to "Misfortune Cookie" security vulnerability in TP-Link modems.
      - An access port closed to help mitigate DSL modem vulnerability.
      - Alternate vendors for DSL modems being evaluated.  
      - New Helpdesk manager Bill Robson on contract.
      - NCF in compliance with the Copyright Modernization Act 
       
      Marketing
      - Online ads continue.
      - Nick interviewed by Centretown News (copyright Notice and Notice article).
      
      2015 Draft Budget
      As an information item, Nick Ouzas provided three 2015 draft budget scenarios. 
          
      MOTION: To accept the Executive Director's Report
      Moved by: Peter MacKinnon (fr198)
      Seconded by: Peter Chapman (fx720)
      VOTE All in favor.
      VOTE: Adopted
       
   2. Strategic Planning Committee Update
      
      Tom Moore discussed the value proposition charter which at the current time is a work in progress. The details of the outline will be circulated to the Board.
      
      As a result of five or six meetings of the committee, Peter Chapman provided an outline of a strategic plan for the Board. This item is also a work in progress and the details of the plan would be circulated to the Board.  
      
      MOTION: Moved that this report from the Strategy Committee be received and that while it is being further considered by the Board, that in the interim, its general directions and intentions guide the organization.
      Moved by: Tom Moore (fw054)
      Seconded by: Peter Chapman (fx720)
      VOTE All in favor.
      VOTE: Adopted
       
5. Ongoing Business  
    
   1. Ongoing Budget Review
      
      The Treasurer, Alan McRae recommended that a committee be formed to work on the three 2015 budget scenarios bearing in mind that the strategic plan will require a budget of its own.
      
      MOTION: Motion to form a budget committee consisting of Alan McRae, Nick Ouzas, Tom Moore, Jim Elder and Shirley Yik.
      Moved by:  Christopher Cope (bz787)
      Seconded by: Graeme Beckett (aw958)
      VOTE All in favor.
      VOTE: Adopted
       
6. New Business
    
   1. 2015 AGM Administration
      
      After a brief discussion of the requirements of the roles for AGM officers, the following motion was made.
      
      MOTION: Motion to appoint Peter Chapman as AGM Chair for 2015 and Jim Elder who will be the Returning Officer and Jim will also perform website administration.
      Moved by:  Tom Moore (fw054)
      Seconded by: Peter MacKinnon (fr198)
      VOTE All in favor.
      VOTE: Adopted
       
   2. AGM Motions (Mike Kelly)
      
      After discussion of the three previous annual AGM housekeeping motions and NCF's updated  by-laws (2014) this item was deferred to the next meeting.
       
   3. 2015 Finance Committee Appointments (Mike Kelly)
      
      A Finance Committee was not struck. The Chair will coordinate with the Executive Director and Treasurer to set a date for a meeting with KPMG accept and discuss NCF`s financial statements.
       
   4. In Camera Session
      
      MOTION: To move in camera and invite Jim Elder.
      Moved by: Christopher Cope (bz787)
      Seconded by: Peter MacKinnon (fr198)
      VOTE All in favor.
      VOTE: Adopted
      
      MOTION: To move out of camera.
      Moved by: Peter MacKinnon (fr198)
      Seconded by: Peter Chapman (fx720)
      VOTE All in favor.
      VOTE: Adopted
      
      Updates were provided on the search for the full time Executive Director. There were no motions to record.
       
7. Announcements
   
   None
    
8. Date of Next Meeting
   
   The next regular meeting will be February 17, 2015,
   NCF Offices, Suite 206 Richmond Square, 1305 Richmond Rd.
    
9. Adjournment
   
   The meeting adjourned at 10:37 p.m.