How to nominate candidates for Board of
Directors
About annual and special AGM motions
How to suggest special AGM motions
How to use the voting system
How to vote using a proxy
Ordering of Candidate Names
What is the Board and What does it do? The Board of Directors consists of 11 directors elected by all NCF members who vote at the Annual General Meeting of members. The Board's task is to set the mission, vision, principles, and broad policies to direct NCF. The Board is also responsible for employing and evaluating the Executive Director, and for monitoring the operation of NCF. The Board works with his/her staff to develop NCF's strategic plan and to make decisions about major projects. No individual director has any authority to give instructions or direction to the Executive Director; only the Board as a whole can do that. The Board directs NCF through the Executive Director; he/she is responsible for ensuring that the direction set by the Board is implemented, coordinating staff and volunteers.
Board Member Responsibilities The National Capital FreeNet (NCF) is governed by an 11 member Board of Directors elected by NCF members. The Directors' mandate is to ensure that NCF is managed to meet the needs of the members, and to maintain financial stability.
As representatives of NCF members, the Directors establish strategic objectives and policies; approve major financial transactions; advise on matters pertaining to organizational structure; and review and approve operating budgets.
The Board of Directors meets approximately 12 times a year. In addition, most Directors serve on committees which meet to deal with specific issues.
Prospective Directors come from all walks of life and bring varied experience to the Board. The ability to understand financial reporting and to make business decisions is essential, but Board Members must also possess a keen interest in online community networking and a desire to work to help NCF reach its objectives.
Prospective board members are encouraged to attend board meetings prior to their candidacy. All NCF board meetings are open to the public.
Nomination Procedures All registered NCF members may nominate eligible individuals to stand for election to the Board of Directors of the National Capital Freenet.
According to the Corporations Act, eligible candidates cannot be:
Nominations will only be accepted in the nomination period (see main AGM webpage). Nominations must be posted to the nominations moderated newsgroup (ncf.agm2002.nominations). The moderator (NCF's Election Returning Officer) will verify the candidate, remove any confidential information (such as telephone numbers) and approve the posting. The posting must include the name of the nominated person, the name of the nominator, and the name of a seconder. Contact information (eg., phone numbers) should also be provided for all these people. If the Returning Officer cannot confirm the authenticity of the nomination and the willingness of the nominee to stand, during the nomination period, the name will not be placed on the ballot.
Deadline for submitting nominations is listed on the main AGM webpage.
After confirmation, the Returning Officer will post the candidate's name to the newsgroup, the List of Nominated Candidates found in the AGM menus, and will ensure that the name is also on the ballot.
On-line voting will take place during the voting period (see main AGM webpage).
Candidate Information To help members evaluate candidates, each candidate is asked to provide information about themselves, and answers to three questions:
The statement and answers must be submitted together in one file (preferrably HTML) by the "deadline for submitting candidate information" (see main AGM webpage) by email to the Secretary of the Board.
To: secretary@ncf.ca
Subj: Candidate statement and answers to questions
The material will appear on-line for the benefit of NCF members by the start of the voting period. Once the voting period begins, submitted information may be not be altered unless approved by the AGM Chair.
Statements and answers may be in english and/or french, using plain text (ASCII or ISO Latin 1 characters). Statements may be re-formatted by the AGM chair to a consistent form for publication. Statements may contain HTML links and images.
Candidates are encouraged to include (or link to) biographies, position statements on issues, or other relevant information in their information page. While providing this information is not mandatory for candidates, it is encouraged as it will contribute to a successful campaign.
Help with HTML is available (contact the Secretary for more information).
Candidates are listed in menus and on the ballot in an random order, determined by a draw. Ballots may be produced with candidates listed in an order determined randomly at the time the ballot is produced (differently for each voter).
A general discussion newsgroup will be open in the election area for the duration of the election period for use by all candidates and members.
Candidates may be asked to participate in an "Meet the Candidates " event to make themselves available to members and answer questions. Also, the Nomination Committee may speak with candidates to form recommendations on which candidates would best fit the composition of the board.
The by-laws of the National Capital FreeNet set out some routine business to be covered at each annual general meeting: An annual report will be presented detailing the major events and accomplishments for the corporation; also, the financial statements and report from the auditors will be made available.
In addition, the by-laws require confirmation of a few key activities conducted each year. Each member will be asked to vote on motions on these topics. This business includes:
The board of directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect. [bylaw 40]
A reasonable remuneration for all officers, agents and employees and committee members may be fixed by the board of directors by resolution. Such resolution shall have force and effect only until the next meeting of members when such resolution shall be confirmed by resolution of the members, or in the absence of such confirmation by the members, then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members. [bylaw 15]
The members shall, at each annual meeting, appoint an auditor to audit the accounts of the corporation for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the board of directors. [bylaw 38]
"Special Business" varies from year-to-year, as required. It includes such things as bylaw amendments and motions raised by members "from the floor" (see bylaw 31, 32).
What is 'Special Business'? Ordinary business is conducted on behalf of members by the elected Board of Directors, NCF employees, and volunteers. The NCF Board of Directors meets monthly, and any member can have business considered at any board meeting by making arrangements with a director or the chair of the Board.
Special business involves matters not usually conducted at Board meetings, such as calls for the resignation of a member, calls for the resignation of a director, and changes to the bylaws.
The AGM includes election of directors, routine formal business motions and special business. Special business is described in NCF bylaw 32:
Procedure for Raising Special Business Special business to be considered during the AGM must be submitted to the Secretary of the Board by the "deadline for special business" (see main AGM webpage) by e-mail to:
Motions must be proposed and seconded by NCF members in good standing. Special business motions and supporting material must be emailed as a single message to the Board Secretary (above) with the subject line "Special business motion for the AGM". The email must include the name of the member proposing the motion and the name of the member seconding the motion. Day-time phone numbers must also be provided for these people (phone numbers will not be posted). If the Secretary cannot contact the parties to confirm the authenticity of the motion, the motion will be deferred until a later AGM.
Motions may be withdrawn by the proposer by sending email to the Secretary.
Sufficient information must be provided to permit members to form a reasoned judgement on the issue and the decision to be taken. To ensure this, a member wishing to raise special business should include information that will be presented to members during the AGM, in the following general format:
The rationale should explain why the motion is good for those who are NCF member and good for those in the community who are potential NCF members but who are not yet online (perhaps because they do not have the money, equipment or knowledge to get online); how it supports the NCF mission statement; and why it is financially viable (within the budget provided by NCF members and others to NCF).
Current board members and NCF staff may also provide information, offer an opinion, and/or make recommendations to members relating to special business motions.
Special business motions of "rules and regulations" are *recommendations* to the elected board of directors. Recommendations will be considered by the board of directors at a board meeting subsequent to the AGM. As recommendations, such motions are not binding upon the organization, but the board can be expected to give much weight to voting results of the motion.
(Members are reminded that it is easier and effective to bring motions to the board by simply talking with any director before any monthly board meeting)
A newsgroup for refining and discussing special business for the AGM is available in the AGM webpage. Members may wish to discuss and refine any business items before they are submitted to the Secretary.
The AGM material and voting system is accessible from web browsers, including Lynx, Microsoft Internet Explorer, and Netscape Navigator.
Q. Netscape & Internet Explorer users: When I click on the voting link from the AGM page, I get a little box prompting me for a username and password. What do I enter?
A. You enter your National Capital FreeNet userId (for example: ab312) in the username box, and your National Capital FreeNet password in the password box.
Q. Lynx Users: When I click on the voting link from the AGM page, I see the error message Access without Authorization Denied - retrying, and only after this am I prompted to enter my username.
A. This error message is normal. It is a bug/flaw with the way Lynx works. Wait until you get the prompt asking you for your username:, enter your NCF userID, and then enter your password at the password prompt.
To vote on motions, select the appropriate radio button -- you will see a dot or an asterisk marking your selection. For candidates, select the checkboxes of desired candidates.
While voting, for information about a motion or candidate, you can choose ('click on') the link for each motion or candidate (ie, their name, or for motions, the motion). This will NOT register as a vote, it will allow you to find out information about the motion or candidate you chose the link for. You can then use the back key on your web browser to get back to the ballot.
You must select on the radio buttons to vote on motions, and you must select on the check boxes to vote on candidates.
After you have finished voting, click on the button indicating that you want to submit your ballot. You will be taken to a page that confirms the options you have selected. You may change your vote at any time, by re-voting, until the end of the voting period (see the main AGM webpage).
Voting during the Annual General Meeting will be done online.
If you want to vote at the AGM, but will be away from home and not able to use a computer, you may vote by proxy in the following manner.
There are four steps to take; two by the voter and two by the proxy holder.
Make arrangements with another member to cast your votes for you and tell him/her how you wish to vote.
Send an e-mail message adressed to: proxy@ncf.ca identifying yourself by name and naming the person who will be voting for you. (Please include both phone numbers.)
This message should read as follows:
My name is Joe Doe (st123). Phone 555-1234
My proxy holder is Sally Smith (rz321). Phone 555-4321.
Your proxy holder must also send an email message addressed to proxy@ncf.ca identifying him/herself by name and also naming the person for whom he/she will be voting. (Please include both phone numbers.)
This message should read as follows:
My name is Sally Smith (rz321). Phone 555-4321
I am proxy holder for Joe Doe (st123). Phone 555-1234
Letters from BOTH step 2 and 3 MUST be received BEFORE the opening of the Annual General Meeting on February 26.
Appointments of proxy will be confirmed by the director in charge.
The proxy holder should e-mail the proxy votes to proxy during the AGM period and they will be combined with the online votes during the final counts.
The voting e-mail message should read like this:
I, Sally Smith, proxy for Joe Doe, cast the following
votes:
For directors of NCF: Paul Bunyun, Dick Tracy, Babe Ruth.
For: Motion A, motion B, and Motion C
(You can include your vote on motions)
A procedure will be in place to ensure that members can not vote both online and by proxy.
Further questions may be emailed to the Director in charge of proxies at proxy@ncf.ca
(the material in this section is subject to approval at the Board meeting on Feb 19)
Many people have commented that people seem to read candidate material in the order that it is posted and thus there may be some advantage to being first in the list. It was suggested that candidate names be ordered by luck of a draw. For many years the AGM Chair has adopted this suggestion, and the procedure is described below.
The sequence is determined at the Board meeting prior to the AGM. Since the candidate names are not known at that time, 15 squares of paper are drawn from a hat, each with a number written on it from 1 to 15. The numbers are used to order the names as illustrated by the following example. Assume the numbers are drawn in this order: 5, 3, 10, 6, 13, 15, 9, 11, 1, 14, 2, 7, 12, 4, 8. The numbers are used to order candidate names as follows: The fifth (because the first number drawn was 5) by alphabetical (surname) sequence will be first, the third (because the second number drawn was 3) by alphabetical sequence will be second, the tenth by alphabetical sequence will be third, etc (skipping any number than exceeds the number of candidates). If there are more than 15 candidates, the candidates will be divided into groups of 15 (alphabetically by surname) and the method above will be applied to each group independently (thus the second group of 15 will appear in positions 16 to 32, etc).
The order of names on the ballot (which is computer-generated)
will be random for each ballot.