National Capital FreeNet / Libertel de la Capitale nationale

NCF Board of Directors
DRAFT Minutes of Meeting
August 20, 2019 

SOME HIGHLIGHTS

  • New board Members Anis, Hanna and Andrea Holland were present and were welcomed to the board.

Minutes of a meeting of the Board of Directors

The meeting was called to order at 7:10 p.m. with  Chris Cope as Chair and Peter Chapman acting as Secretary for the meeting.

INTRODUCTIONS

Board members present:
Christopher Cope (bz787) Chair
Peter Chapman (fx720) 1st Vice-Chair
Peter MacKinnon (fr198) 2nd Vice-Chair
Sterling Jimenez (ga867) Treasurer
Martin Dubois (al432)
Michael Chan (ga869)
Anis Hanna (gb499)
Andrea Holland (es170)

Regrets:
Graeme Beckett (aw958) Secretary
Lauren Gardner (fy923)
Oliver Benning (ga678)

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. Welcome New Board Members

    The new board members were welcomed during the once round the table.
     
  3. Review of the Agenda 

    The circulated agenda was adopted with the following amendments:

    Items   7(a) Treasurer’s report for July and August
    and      7(b) Quarterly Financial Review
    were deferred to the next meeting.

    The following items were added to the agenda:

    7 (a) Status of Lease for office space
    7 (b) Status of Strategic Plan


    Motion: To adopt the agenda as amended.
    Moved by: Peter MacKinnon (fr198)
    Seconded by: Sterling Jimenez (ga867)
    VOTE All in favor.
    VOTE: Adopted
     

  4. Review of the Minutes of the Previous Meeting

    There were a number of questions relating to items in the minutes which were discussed prior to accepting the minutes.  The questions were primarily clarifications requested by new Board Members.

    There was a question relating to the item in the previous minutes whereby a motion to approve reconciliation of the bank account was made. .  It was reported that this was a recommendation in the management letter received from the auditors at the previous year end audit.  It was recommended as a good practice and not  a requirement from the audit.

    With this clarification the minutes were accepted.

    Motion
    : To accept the minutes of the previous meeting.
    Moved by: Peter Chapman (fx720)
    Seconded by: Martin Dubois (al432)
    VOTE All in favor.
    VOTE: Adopted
     

  5. Reports  
     
    1. Executive Director's Reports (Shelley Robinson)

      a.       Executive Director's Report for July

      b.     Executive Director’s report for August 

      Both were discussed as one item as there was no Board meeting in July. Shelley had distributed her ED reports for both months in advance of the meeting for both the open and in-camera sessions of the meeting. 

      Highlights from the reports

      DSL members:
      June 1/19: 3336
      July 1/19: 3331
      August 1/19: 3309
      Projection for August 31/19: 3315

      As of August 1/18: 3333
      As of August 1/17: 3212
      As of August 1/16: 3057

       - June 26th panel discussion with Ottawa Pubic Library on privacy trade-offs of ‘free’ online services was a success.  Amazing panellists, forty participants, good feedback. Circulated resource sheet afterwards, posted online here: www.ncf.ca/SWAC

      - Updated survey tool built to protect member data from third-party services

      - Circulated member survey on website re-design: received 418 responses

      Motion: To move in camera.

      Moved by: Peter MacKinnon (fr198)
      Seconded by: Andrea Holland (es170)
      VOTE All in favor.
      VOTE: Adopted

      A motion was proposed to receive both reports:

      Motion: To receive the Executive Director's Reports.
      Moved by: Michael Chan (ga869)
      Seconded by: Peter MacKinnon (fr198)
      VOTE: All in favor.
      VOTE: Adopted
       

  6. Ongoing Business
     
    1.      None
       
  7. New Business
     
    1. Status of Lease

      Details discussed in-camera, noting that a new lease has been signed.
       

    2. Strategic Plan

      In-camera general discussion and questions from the new board members regarding the strategic plan.
       

    3.  Pricing review

      Details discussed in-camera, noting that decisions and appeals of a recent CRTC ruling are compounding uncertainty.

      Motion: To move out of camera.
      Moved by: Martin Dubois (al432)
      Seconded by: Peter MacKinnon (fr198)
      VOTE: All in favor.
      VOTE: Adopted

      7 (d)    Board member Orientation

      This item was deferred until the next meeting.

      7 (e)     A vote of thanks to the outgoing board members.

      Outgoing Board members are:
      Pete De Lepper
      Jennifer Barrigar
      Diana Cantu.

      An action to communicate the thanks from the board was made .Suggested text:

      “The board and members of National Capital FreeNet, would like to express our sincere thanks for your contribution of time and expertise you have provided to National Capital FreeNet during your time as a board member.  Without such a contribution by board members, such as yourselves,  National Capital FreeNet would be unable to provide the valuable service to the community that it does.”

      7 (f) Election of officers

      Current members, with the exception of Graeme, who was absent,  were asked if they would be willing to serve again as executives for another term. All agreed [Note: Graeme was subsequently asked and has also agreed]

      The following nominations were therefore proposed:

      Chair: Chris Cope
      First Vice Chair: Peter Chapman
      Second Vice Chair: Peter Mackinnon
      Secretary: Graeme Beckett
      Treasurer: Sterling Jimenez

      Motion: To approve the officers.
      Moved by: Anis Hanna (gb499)
      Seconded by: Andrea Holland (es170)
      VOTE: All in favor.
      VOTE: Adopted

      It was noted that a plan is needed to prepare for changes in the officers in anticipation of different board members assuming these roles next year.

      7        (g) Signing authority Resolutions

      It was noted that this was not needed as there are no changes.

      Advisory Boards and Committees.

      Clarification of advisory boards and .Advisory Committees was requested.

      It was noted that organizations registered as “not for profit” are not permitted to appoint advisory boards.  NCF board instead appoints advisory committees on an ad hoc basis.
       

  8. Announcements

    The City Of Ottawa Official plan is now available as a white paper.  Among items it requests comment on are high speed rail and zoning relating to employment.
     

  9. Date of Next Meeting

    The next regular meeting will be September 24, 2019.
    Location: NCF Offices, Suite 206 Richmond Square, 1305 Richmond Rd.
     
  10. Adjournment

    The meeting adjourned at 9:40 p.m.

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