*** *** Log start at 03:15pm on 95-03-21 *** Connected to: Carleton University *** 3 Background on Officers of NCF The officers of NCF are defined in the By-laws as the President, First Vice-President, Second Vice-President, Secretary and Treasurer. Sections 21 through 28 of the By-laws cover the details of their appointment and duties. At this first meeting of the Board following the AGM, the following points summarized from those sections of the By-laws are worth bearing in mind: - the Board may create additional officers - any two offices may be held by the same person - officers need not be directors, but must be members - officers shall be appointed by the Board at the first Board meeting following the AGM - officers shall hold office for two years At the inaugural meeting of the first Board of NCF on Dec. 10, 1992, the following officers were appointed: Chairman David Sutherland Shown 41%, press for more, 'q' to quit, or 'h' for help Your Choice ==> nopage Paging OFFYour Choice ==> 2 National Capital FreeNet Board Meeting March 21, 1995 - 7:00 PM Honeywel Room RMOC/HQ 111 Lisgar Street AGENDA 1. Formal welcome to new Board (David Sutherland) 2. Appointment of new Officers 3. Approval of the minutes of the February 6, 1995 meeting 4. Business arising from the Minutes 5. Review of the Agenda 6. Executive Committee Report a) Operations Update (Lisa Donnelly) b) Fundraising Update (Gordon Pearson) 7. Financial Report 8. Review of the Executive Committee role and composition a) Confirmation of Executive Committee authority b) Decision about Executive Committee membership 9. Creation of a Board Planning Committee (Lisa Donnelly) 10. Development of annual schedule of major (Lisa Donnelly) Board tasks 11. Setting rotating schedule for Board members (Lisa Donnelly) to monitor and respond to Board discussion group 12. Other Business a) Drafting an AUP and new user hints: starting the process b) Proposed on-line voting procedure c) Limiting postings to "ncf" newsgroups (Brett Delmage) to NCF members d) Making selected NCF newsgroups available (David Blackwood) externally 13. Next meeting 14. Adjournment Your Choice ==> 3 Background on Officers of NCF The officers of NCF are defined in the By-laws as the President, First Vice-President, Second Vice-President, Secretary and Treasurer. Sections 21 through 28 of the By-laws cover the details of their appointment and duties. At this first meeting of the Board following the AGM, the following points summarized from those sections of the By-laws are worth bearing in mind: - the Board may create additional officers - any two offices may be held by the same person - officers need not be directors, but must be members - officers shall be appointed by the Board at the first Board meeting following the AGM - officers shall hold office for two years At the inaugural meeting of the first Board of NCF on Dec. 10, 1992, the following officers were appointed: Chairman David Sutherland President David Sutherland First Vice-President Andrew Patrick Second Vice-president John Ferguson Treasurer Jean Wilmot Secretary David Hughes Approximately a year later, David Hughes resigned as Secretary. Subsequently, at the first meeting of the Board (Feb. 22, 1994) following the 1994 AGM, it was confirmed that the following officers would continue for the second year of their two year term: President David Sutherland First Vice-President Andrew Patrick Second Vice-president John Ferguson Treasurer Jean Wilmot In addition, Al Seaman was appointed as Secretary for a two year term at that Feb. 22, 1994 meeting. At the present time, the terms of the Chairman, President, First Vice-President, Second Vice-President and Treasurer have all expired. In addition, Al Seaman has tendered his resignation as Secretary effective March 20, 1995. There is thus a requirement for the appointment of a full slate of officers at the March 21 Board meeting. The Board should also determine whether it will continue to have the office of Chairman, since that is not an office that is mandatory under the By-laws. Your Choice ==> 4 1995-02-10 *************************************************** * These are draft minutes only, and are subject * * to change until approved by * * the NCF Board of Directors. * *************************************************** Minutes of the National Capital FreeNet Board of Directors Meeting held on February 6, 1995 Richmond Room - RMOC/HQ - 111 Lisgar Street Ottawa, Ontario 1. Board Members in Attendance Andrew Patrick Vice President Jean Wilmot Treasurer Al Seaman Secretary Julie Chahal Brett Delmage David Loan Robert Pless Richard Taylor Stephen Toy The meeting was called to order by Andrew Patrick at 7:10 PM. MINUTES OF DECEMBER 20, 1994 MEETING 2. Motion by David Loan, seconded by Julie Chahal that the Minutes as previously circulated be approved. Motion carried. BUSINESS ARISING FROM THE MINUTES 3. There was no business carried over except some items explicitly scheduled in the agenda. AGENDA REVIEW 4. There was a request to add a late item to the agenda. Motion by Andrew Patrick, seconded by David Loan, that the filling of a Board vacancy due to resignation be added to the existing agenda item covering 1995 AGM planning. Motion carried. EXECUTIVE COMMITTEE REPORT 5. Operations Update A summary of the Operations Update as available on-line was provided by Lisa Donnelly. In addition she also commented on some further points. - Special thanks were extended to the group of volunteers who helped with the Post Office hardware donation. - The appointment of Natalie Munroe as a new Volunteer Coordinator was recommended. - A draft job description for the Executive Director was included in the Operations Update. Board members are asked to review it and provide any comments to Lisa Donnelly. - It was noted that someone has published and is selling copies of a booklet titled "Where to "go" on the National Capital FreeNet". This is to be followed up by Lisa Donnelly with emphasis on any question of possible infringement. Motion by Richard Taylor, seconded by Brett Delmage that Natalie Munroe be appointed as a Volunteer Coordinator for a period of one year. Motion carried. FINANCIAL REPORT 6. Jean Wilmot tabled a Financial Report for the period January 1 to December 31, 1994 as previously posted. A copy of the report is attached to these minutes as Attachment 1. We have ended the year with a small net surplus from operations of $15,745. Jean also noted that the audit of the books has started, and the audited Financial Statements should be available for the AGM. BUDGET PLANNING FOR 1995 7. Following the Baseline Budget presented at the last meeting, a more aggressive budget based on an active fundraising program was presented at this meeting. The funding side was presented by Gordon Pearson in a prior posting of the NCF 1995 Development Plan, with some further explanation at the meeting. The Appendix A from that document, which presents the consolidation of all fundraising proceeds, is attached to these minutes as Attachment 2. In addition, Jean Wilmot presented a detailed monthly budget work sheet based on those revenues and the expense of affordable resource expansion. A summary of that data by quarter is attached to these minutes as Attachment 3. Motion by David Loan, seconded by Stephen Toy, that the 1995 Development Plan and the related Budget be adopted. Motion carried. PLANNING FOR THE 1995 AGM 8. Official notice of the dates and form of the Annual General Meeting, and the call for nominations have been posted. The on- line AGM area is also being established. Arrangements seem to be on track. 9. The Secretary has received verbal confirmation from John Ferguson that he will be resigning effective the AGM although his term still has one year more to run. A written confirmation will follow. This will create a one year vacancy that can be filled at the discretion of the Board. Motion by Andrew Patrick, seconded by Julie Chahal, that the Board vacancy created by John Ferguson's resignation be filled by election. Members will cast votes for up to six candidates during the election, and the candidate placing sixth will serve a one-year term. Motion carried. AMENDMENTS TO THE NCF BY-LAWS 10. Richard Taylor in conjunction with others prepared a set of proposed By-Law amendments that would correct some deficiencies and also formalize some of the detail involved in the on-line AGM process. Richard introduced discussion on each proposed amendment. 11. By-Law 2 During discussion on the previously posted amendment to By-Law 2 further change was requested. Motion by Jean Wilmot, seconded by Julie Chahal, that the words "and who have completed a registration as a user of the National Capital FreeNet, who have signed a User Agreement," be removed. Motion carried. Motion, as amended, by Richard Taylor, seconded by Al Seaman, that the present By-Law 2 be replaced with the following words: "Membership in the corporation shall be limited to persons interested in furthering the objects of the corporation, and who have been approved to use an assigned unique account identification. Membership may be suspended or revoked by the Board for non-compliance with the rules and regulations." Motion carried. 12. By-Law 34 Motion by Richard Taylor, seconded by Al Seaman, that By-Law 34 be amended with the addition of the words "Each member in good standing has the right to cast one vote." After discussion it was concluded that the addition was redundant, and the motion was withdrawn. 13. By-Law 7 Motion by Richard Taylor, seconded by Julie Chahal, that the second last sentence of By-Law 7 be changed to read: "Directors must be individuals, 18 years of age or older, with power under law to contract." Motion carried. 14. By-Law 10 Motion by Richard Taylor, seconded by Julie Chahal, that the following clause be added to By-Law 10 "f. if a director misses all meetings of the board of directors, either in person or by other accepted communications facilities, for a period of three consecutive months or three consecutive meetings, whichever time period is longer;". Motion carried. 15. By-Law 30 Motion by Richard Taylor, seconded by Julie Chahal, that By-Law 30 be changed to read: "The annual or any other general meeting of the members shall be held on-line on the National Capital FreeNet system over a two week period on dates chosen by the directors. On-line general meetings shall include at least one unmoderated newsgroup for public discussion of issues.". Motion defeated. 16. By-Law 31 Motion by Richard Taylor, seconded by Brett Delmage, that By-Law 31 be changed to revise the quorum requirements. The last sentence of By-Law 31 shall be changed to read: "One percent (1%) of the membership at the start of the meeting will constitute a quorum. Their presence at an on-line meeting shall be determined by the casting of a vote in one or more of the elections or other votes taken at the meeting." Motion defeated. 17. By-Law 32 Motion by Richard Taylor, seconded by Julie Chahal, that By-Law 32 be changed to remove proxy voting, and the explicit mention of resolutions in writing, since both are unnecessary with on-line meetings. The revised By-Law shall read: "Fourteen (14) days' written notice of any annual or special general meeting of members shall be posted electronically in a prominent place on the National Capital FreeNet system. For any meeting where special business will be transacted, the notice of meeting shall identify an on-line menu area containing sufficient information to permit members to form a reasoned judgement on the decision to be taken. Each member shall have the right to exercise one vote at an on-line meeting. Voting eligibility shall be determined by account number and password." Motion defeated. 18. By-Law 32 Motion by Richard Taylor, seconded by Al Seaman, that another paragraph be added to By-Law 32 as follows: "Members wishing to have special business transacted at a general meeting shall present the business and supporting information to the board of directors so that it may be posted in the on-line menu area used for the meeting. Special business includes: a) motions requiring the resignation of a member (ref. By-Law 5, requires 3/4 of votes) b) motions requiring the resignation of a director (ref. By-Law 10d, requires 2/3 of votes) c) motions requiring the resignation of a member of the executive (ref. By-Law 17d, requires 2/3 of votes) d) amendment of By-Laws (ref. By-Law 37, requires majority of directors and 2/3 of votes) e) motions recommending rules and regulations to the board of directors (ref. By-Laws 34 & 40, requires majority of votes)" Motion carried. CREATION OF A BOARD PLANNING COMMITTEE 19. This item was carried forward from the last meeting as unfinished business. It was agreed that due to lack of time at this meeting it should be deferred further to the next Board meeting. UPDATING NCF VOLUNTEER AND COMMITTEE STRATEGY 20. Lisa Donnelly provided an update to the Volunteer Coordinating Strategy which was previously posted. In discussion, some recommendations were made: - Complaint handling should be added to the task list. - Someone should be looking at security issues. - Lisa recommended that Miranda Gray be appointed as Chair of the Hardware/Software Committee. Motion by Brett Delmage, seconded by David Loan, that Miranda Gray be appointed as Chair of the Hardware/Software Committee. Motion carried. POLICY ON TELNET SERVICES 21. The discussion paper by Andrew Patrick on the subject of developing a policy regarding Telnet services on NCF was carried forward from the previous meeting. Since there was no further discussion desired on the paper, this topic was closed. INTERNET SERVICE POLICY & EQUITABLE ACCESS 22. As the followup to the issues raised in the discussion paper above, Andrew Patrick with help from others drew up and posted a set of four motions to answer some of the issues raised in the paper. These were considered individually as reported below. 23. Identification for Registration Motion by David Loan, seconded by Robert Pless, that the National Capital FreeNet will require a written form of identification to be provided during the registration process. The identification must contain the applicant's name and address. This identification may be a personal cheque that contains the necessary information, or other forms deemed acceptable by the office staff and volunteers, under the supervision of the Executive Director. The Executive Director will report on the status of implementation at the next meeting. Motion carried. 24. Internet Network Services Motion by David Loan, seconded by Andrew Patrick, that the National Capital FreeNet approves in principle the offering of Internet services where financial and technical resources allow, while maintaining and enhancing our local access and information sharing components. The Hardware/Software and Fundraising Committees are tasked with developing implementation principles and priorities, and fundraising targets, for approval by the Board at a later date. Motion defeated. 25. Daily Time Limit In the discussion on the draft time limit motion, there was a motion by Al Seaman, seconded by Julie Chahal, to amend the time limit from two hours per day, to a 15 hour limit in a rolling one week window. Motion defeated. Motion by Stephen Toy, seconded by Robert Pless, that the National Capital FreeNet will implement a two hour per day time limit on all logins to the system during peak times. The allotted time can be distributed in any number of logins during the day, and the current one hour session limit will remain. These time limits will not apply to operational staff and key volunteers, as determined by the Executive Director. The limit can be reviewed and adjusted (up or down) periodically as the Board of Directors wishes. Peak times are to be defined by the Executive Director and the System Administrator. Motion carried. 26. Express Modem Service Motion by David Loan, seconded by Richard Taylor, that the National Capital FreeNet will implement an "express" modem service. Initially, this will involve 9 high-speed modems and a connection time limit of 10 minutes per session. The success of this service can be reviewed periodically by the Board of Directors. Motion carried. OTHER BUSINESS 27. Drafting an Acceptable Use Policy This item was carried forward from the last meeting as unfinished business. It was agreed that due to lack of time at this meeting it should be deferred further to the next Board meeting. 28. Thanks to Out-going Board Members Motion by David Loan, seconded by Richard Taylor, that all out- going Board members be thanked for their contribution to NCF. Motion carried. NEXT MEETING 29. The next meeting will be held on Tuesday March 21 following the AGM. The location is to be determined by the Executive Director. The deadline for agenda submissions is March 14, 1995. ADJOURNMENT 30. On a motion by Stephen Toy, seconded by Andrew Patrick the meeting adjourned at 11:18 PM. ------------------------------------------------------------ ATTACHMENT 1 National Capital FreeNet Statement of Revenue, Expense and Surplus for the period January 1 to December 31, 1994 (accrual basis & unaudited) Actual Budget Receipts Regular Donations 161,180 135,000 Line Sponsorships & Fundraising Projects 38,965 64,200 Revenue from Affiliations (1) 1,483 n/a Public Access Site Cost Recovery (2) 2,738 n/a Government Grants 52,500 50,000 Conference Proceeds & Misc Revenues (3) 32,895 n/a Promotional Item Proceeds 2,973 n/a Deferred Contributions (4) 14,829 n/a ------- ------- Total Receipts 307,563 249,200 ------- ------- Service Expenses Phone Lines (5) 57,420 70,608 ONet fees (6) 14,185 14,445 Conference Expenses 25,981 n/a Cost of Promotional Items 2,515 n/a ------- ------- Total Service Expenses 100,101 85,053 ------- ------- General & Administrative Expenses Office Staff and Office Supplies 41,868 42,200 System Administration 49,449 59,500 Operations/Exec Director & Fundraising 50,662 57,400 Admin. & Professional Fees (7) 14,016 12,000 Public Access Sites 428 n/a Public Relations & Events 968 4,000 Depreciation of Equipment 34,327 n/a ------- ------- Total General & Administrative Expenses 191,718 175,100 ------- ------- ------- ------- Net Surplus (Deficit) from Operations 15,745 (10,953) ======= ======= NOTES 1. Revenue from Network Training Services affiliate 2. Expenses for public access terminal connections to FreeNet host are recovered from the public access providers 3. Includes '93 conference fees received in arrears, and Sutherland's speaker fee 4. Deferred contributions relate to the unrecognized portion of contributed computer, telecommunications equipment and software 5. Actual number of phone lines: 160 Budget: 190 6. Includes $5,445 of the $14,445 ONet fees for May 1/93 - Apr 30/94 and $8,740 for the period May 1/94 - Dec 31/94 7. Admin. & Professional fees include: - printing expenses - bank service charges - accounting & audit expenses - volunteer honorariums - board & committee admin. expenses - insurance National Capital FreeNet Balance Sheet as at December 31, 1994 (accrual basis and unaudited) Actual Budget Assets Current Assets Cash 52,467 381 Current Receivables (1) 32,115 0 Capital Assets, net of depreciation Computer Equipment 75,421 63,558 Applications Software 36,909 0 Telecommunications Equipment 80,644 96,761 Accumulated Depreciation (44,534) n/a ------- ------- Total Assets 233,022 160,700 ======= ======= Liabilities and Equity Current Liabilities Accounts Payable 22,027 n/a Accrued Liabilities (2) 14,214 n/a ------- ------- Total Liabilities 36,241 n/a ------- ------- Equity Deferred contributions, net of amortization 68,825 n/a Surplus 127,956 n/a ------- ------- Total Equity 196,781 n/a ------- ------- ------- ------- Total Liabilities and Equity 233,022 n/a ======= ======= Notes: 1. Includes amounts receivable under the ONIP grant, Industry Canada agreement, prepaid insurance and ONet fees 2. Includes accruals for a terminal server, audit and employee vacation ------------------------------------------------------------------------- ATTACHMENT 2 NCF 1995 DEVELOPMENT PLAN APPENDIX A - SUMMARY Fundraising Summary 1994 1995 Baseline & Projects Actual Budget Q1 Q2 Q3 Q4 Donations from Individuals 158,732 190,004 40,001 50,001 50,001 50,001 FreeNet Connection Sponsorships Renewals of 1993-94 Sponsors 3,000 24,999 7,000 3,333 5,333 9,333 New Sponsors 17,345 21,700 4,900 5,600 5,600 5,600 SIG Challenge/Pledge Program 0 6,300 0 2,100 2,100 2,100 ------ ------ ----- ----- ----- ----- 20,345 52,999 11,900 11,033 13,033 17,033 Benefit Projects (Auction) 18,620 35,000 0 20,000 0 15,000 Affiliations (Training) 1,483 3,000 750 750 750 750 Honorary Council Dinner 0 10,000 0 0 0 10,000 Boutique TShirts,Survival,Beanies 2,973 4,000 1,000 1,000 1,000 1,000 Manual, Cookbook 0 2,000 0 500 750 750 ----- ----- ----- ----- ----- ----- 2,973 6,000 1,000 1,500 1,750 1,750 Ad Pointers 0 1,000 0 333 333 333 Government & Foundation Grants: ONIP 50,000 15,000 0 15,000 0 0 New (Municipal) 0 30,000 0 0 15,000 15,000 System Capacity Project Grants 0 17,844 0 17,844 0 0 Outreach Project Grants 0 49,607 0 49,607 0 0 ----- ----- ----- ----- ----- ----- 50,000 112,451 0 82,451 15,000 15,000 Corporate Service/Area Sponsorships General Corporate Donations 2,448 0 0 0 0 0 Sponsors Services/NCF Areas 0 30,000 0 10,000 10,000 10,000 ----- ----- ----- ----- ----- ----- 2,448 30,000 0 10,000 10,000 10,000 Corporate Equipment Sponsorships (In-Kind) Terminal Servers 0 30,000 0 10,000 10,000 10,000 SPARC Stations Computers 12,000 50,000 0 25,000 0 25,000 Modems 0 0 0 0 0 0 Office Equipment & Furniture 0 8,000 4,800 3,200 0 0 ----- ----- ----- ----- ----- ----- 12,000 88,000 4,800 38,200 10,000 35,000 ====== ====== ====== ====== ====== ====== TOTAL FUNDRAISING: 266,601 528,454 58,451 214,268 100,867 154,867 ====== ====== ====== ====== ====== ====== ------------------------------------------------------------------------------ ATTACHMENT 3 NATIONAL CAPITAL FREENET Forecast of Revenue, Expense and Surplus with Project Funding for each quarter 1995 RECEIPTS Q1 Q2 Q3 Q4 Total Donations 40,001 50,003 50,003 50,003 190,010 Line Sponsorships & Fundraising 12,651 42,116 24,116 53,116 131,999 Promotional Items & Misc. Revenues 1,000 1,500 1,750 1,750 6,000 Government Grants 0 82,451 15,000 15,000 112,451 Deferred Contributions 2,756 5,144 5,769 7,956 21,625 ------- ------- ------ ------- ------- Total Receipts 56,408 181,214 96,638 127,825 462,085 ------- ------- ------ ------- ------- SERVICE EXPENSES Phone Lines - existing 12,420 12,420 12,420 12,420 49,680 Phone Lines - new 1,460 11,482 14,238 29,470 56,650 ONet fees 3,611 4,945 5,611 5,611 19,778 Cost of Promo Items 500 500 500 500 2,000 ------- ------- ------ ------- ------- Total Service Expenses 17,991 29,345 32,769 48,001 128,108 ------- ------- ------ ------- ------- GENERAL & ADMINISTRATIVE EXPENSES Office Staff & Supplies 8,705 8,105 8,005 8,105 32,920 System Administration 12,603 12,603 12,603 12,611 50,420 Exec.Director&Supplies 13,875 13,875 13,875 13,875 55,500 Fundraising Costs 14,147 14,147 14,147 19,147 61,588 Admin.&Profsnl. Fees 5,244 3,495 3,645 3,495 15,879 Relations & Events 250 250 250 250 1,000 Public Access Sites 100 12,601 12,601 12,601 37,903 Depreciation -Equip. 10,228 13,547 14,972 20,947 59,694 ------- ------- ------ ------- ------- Total General & Admin. 65,152 78,623 80,098 91,031 314,904 ------- ------- ------ ------- ------- ------- ------- ------ ------- ------- Net Surplus (Deficit) (26,736) 73,245 (16,229) (11,207) 19,073 ------- ------- ------ ------- ------- ------- ------- ------ ------- ------- NATIONAL CAPITAL FREENET Forecast Balance Sheet with Project Funding Quarterly for 1995 ASSETS Q1 Q2 Q3 Q4 Current Assets Cash 17,562 76,236 63,401 11,575 Current Receivables 0 0 0 0 Capital Assets Computer Equipment 78,064 103,064 103,064 153,064 Telecom. Equipment 80,788 103,588 126,388 171,988 Business Equipment 4,800 10,100 10,100 10,100 Accum. Depreciation (50,685) (64,232) (79,204) (100,151) --------- -------- -------- -------- Total Assets 130,619 228,756 223,748 246,575 --------- -------- -------- -------- --------- -------- -------- -------- LIABILITIES AND EQUITY Current Liabilities Accounts Payable 1,354 1,354 1,354 1,354 Accrued Liabilities 13,365 4,701 11,191 17,681 --------- -------- -------- -------- Total Liabilities 14,719 6,055 12,545 19,035 --------- -------- -------- -------- Equity Deferred Contribns 44,100 82,300 92,300 127,300 Amortization of Def Contributions (19,992) (25,136) (30,905) (38,861) Retained Surplus 91,792 165,537 149,808 139,102 --------- -------- -------- -------- Total Equity 115,900 222,701 211,203 227,541 --------- -------- -------- -------- --------- -------- -------- -------- Total Liabilities & Equity 130,619 228,756 223,748 246,575 --------- -------- -------- -------- --------- -------- -------- -------- Statistics and other Key Success Factors No. Registered Users 36,500 41,000 45,500 50,000 No. Telephone Lines 170 234 298 426 Users per line 215 175 152 117 Your Choice ==> 5 Operations Update 15 March 1995 By: Lisa Donnelly, Executive Director 1. Implementation of the Express Lines The lines were ordered and installed by 16 February. Colin McFadyen of Carleton Computer Services volunteered to complete the set-up at the University. Ian Allen, our Systems Administrator, finished the required programming for the ten minute express lines and they were active as of 18 February. After a bit of testing they were announced to the membership on 20 February. This measure has been very well received and there has been a lot of positive feedback from the community. The only concern at this time is that due to heavy load during the evening it can be difficult to download a mailbox before the ten minutes are up. 2. Changing the Registration Process While changing the requirements for registration, the menus and their content were overhauled in an attempt to make the process more simple and streamlined. It took a bit of staff time to do the re-writes and installation. Miranda Gray, our Hardware/software Chair, was instrumental in designing the menus and editing the text. The implementation was completed on Friday, 3 March, monitored by the office for complaints from applicants and then announced on 14 March. Designing the software changes for the process itself as well as altering the software for the Registrar was time-consuming for Ian - but the results have been excellent. According to Mike Anderson, our Administrative Coordinator, the change in format has increased the number of people accurately completing their paperwork. We have had little if any complaints from new registrants and 95% of the new applicants are successfully completing the mail-in portion of the registration procedure. The change has not affected office efficiency. There is no backlog in registrations this month. 3. Implementing the time limit The staff met immediately after the last Board meeting to plan for implementing the new Board motions. Despite our best efforts, we were not able to implement the time limits prior to Ian leaving for a pre-planned holiday on Friday, 10 March. He will be returning on the 19th and will proceed with setting up the time limit then. Ian, with some assistance from NCF volunteer Jim Elder, did a preliminary analysis of the software strategy for implementation and is prepared. The time limit should be active by 25 March. This was a gruelling month for our Systems Administrator. Among the usual demands on his time, Ian had to prepare the AGM software, change the registration process and struggle with load problems resulting from excess demands on the work+mail space available to the membership as a whole. In order to deal with requests for time extensions, I have put together criteria for eligibility. These will be posted on-line and consideration of requests will be tasked to a committee made up of our volunteer coordinators, Brian Monkman and Natalie Munroe, one additional member recruited via an on-line search and myself. 4. Survival Guide progress We have been pushing forward with getting our Survival Guide reprinted and displayed in magazine and book stores. Matthew Darwin had reformatted and updated the latest version, originally drafted by Al Seaman and then reworked by Matthew, Miranda Gray and Heather McFadyen. The format will be 8 1/2" by 5 1/2" book-style with a four color separation cover designed by graphic artist Michael Zahab, who designed our NCF t-shirts this past summer. We are checking into consignment details and have found an excellent printing rate. Printing is slated for the end of the month if not sooner. Due to the fact that everyone who has worked on this has done so as a volunteer, our productions costs are extremely low. 5. Speakers Coordination Task Force now active On 2 March we found a new volunteer to take on the Speakers Coordination Task Force. Mimi Richard (br184) has six years experience in a library setting along with technical and administrative skills. She has met with both Michael Anderson and myself and is getting up to speed very quickly. We have five engagements planned from now through May and are working to standardize our speakers kit, signage, demonstration equipment and speakers list. As we develop our list of volunteer speakers, Mimi may be in contact with many of you regarding your availability to attend various engagements. 6. Database progress We are still working on our donations and administrative database. Chris Hawley, the project developer, has made much progress, not to mention that he spent a week of his own vacation time at an Oracle training seminar. We now need assistance with the development of the input forms. In order to get this project completed in the immediate future we will need to hire a contract worker. Our search for skilled volunteers has not yet yielded results and the crucial nature and urgency of this project warrants that we proceed as quickly as possible. Chris and I are exploring several options with the help of our retired Treasurer, Jean Wilmot, and we hope to have someone chosen for the work soon. Current estimates are that the project is two to three weeks from completion provided someone works on it on a full-time basis. 7. New community outreach via "Help Desk Live in Kanata" On Wednesday, 15 March, volunteer Pat Drummond held NCF's first "Help Desk Live in Kanata." This is a supplement to the public meetings held at the Ottawa Public Library and was an immense success: over sixty people showed up, making it standing room only for late comers. 8. NCF obtained eighteen VT220 terminals A posting was placed from an anonymous organization regarding a set of vt220 terminals being available. We took advantage of the offer and picked up eighteen terminals with keyboards - all of which support latin1 characters. Volunteer Kerry Scrivens drove out to Stittsville to pick them up, then met me at our storage sight to unload them. The space is now completely full. NCF has forty machines available to public access sites or volunteers in need. -- ---------------------------------------------------------------------------- Lisa K. Donnelly, am412@freenet.carleton.ca Executive Director, National Capital FreeNet/Libertel de la Capitale national ----------------------------------------------------------------------------- Your Choice ==> 6 Financial Report for March Board Meeting The two year term for our prior Treaurer, Jean Wilmot, has expired and she is no longer acting in this capacity. Therefore, the financial statements for this month were prepared by our NCF Accountant, Rudy Wytenburg. There are no attatched notes for these documents but Lisa Donnelly and Gordon Pearson will be available to answer any questions regarding the financial statements. ----------------------------------------------------------- National Capital FreeNet Statement of Revenue, Expenses and Surplus Period ended 28 February 1995 Actuals Budget YTD 1995 YTD 1995 Revenue Donations $35,881 $23,333 Government grants $2,675 $0 Conference $0 $0 Fundraising $1,446 $6,533 Deferred contributions $0 $0 Promotional items $796 $667 Public access cost recoveries $530 $0 ------- ------- Total revenue $41,328 $30,533 ------- ------- Expenses Telecommunications $16,768 $11,918 System administration $10,162 $8,402 Conference $0 $0 Office staff and supplies $5,332 $7,445 Depreciation $0 $0 Administration and professional fees $10,743 $11,071 Fundraising $8,921 $9,514 Costs of grants $2,675 $0 Promotional items $45 $500 Public events $331 $167 Public access $177 $67 ------- ------- Total expenses $55,154 $49,083 Excess of Revenue over expenses --------- --------- ($13,826) ($18,550) --------- --------- --------- --------- National Capital FreeNet Balance Sheet As of 28 February 1995 Actuals Budget Feb-95 Feb-95 Assets Current assets Cash $27,366 $16,912 Other current assets $30,350 $0 ------- ------- $57,716 $16,912 Capital equipment,net of depreciation Computer equipment $75,421 $78,064 Systems software $36,909 $0 Telecommunications equipment $83,753 $80,788 Business equipment $0 $4,800 ------- ------- $196,083 $163,652 Less accumulated depreciation $44,534 $40,457 -------- -------- $151,549 $123,195 -------- -------- Total Assets $209,265 $140,107 -------- -------- Liabilities and Surplus Accounts payable and accrued liabilities $33,471 $13,264 Deferred contributions, net of amortization $67,671 $26,864 Surplus $108,123 $99,979 -------- -------- Total Liabilities and surplus $209,265 $140,107 -------- -------- -------- -------- -------------------------------------------------------------------- Your Choice ==> 7 Background on the Executive Committee It should be noted that the Board "may appoint an Executive Committee for such purpose and with all such powers as the board of directors may determine from time to time" (from By-law 17). At the Feb. 22, 1994 Board meeting it was determined that "the Officers of the Corporation constitute the Executive Committee". At the March 21, 1995 meeting of the new Board, there should be some consideration to either confirming or amending that prior motion concerning the composition of the Executive Committee. The authority of the Executive Committee has been defined from time to time in various policy areas. The current state is summarized in the on-line Executive Committee Authority posting in the NCF Policy Statements area. This posting is reproduced below: EXECUTIVE COMMITTEE AUTHORITY The following is a summary of the authority delegated to the Executive Committee by the NCF Board of Directors in motions passed since the beginning of the Board to the current date. Some further clarifications adopted by the Executive are also noted. a) The Executive Committee has authority to make expenditures up to $500 on behalf of the Board provided that they are one time expenditures and do not represent recurring financial commitments. b) The Executive Committee has authority to make decisions on administrative matters (such as decisions on Office operations) and inform the Board after the fact. c) In exercising the Executive authority on administrative matters, the following specifics have been adopted: a) Andrew Patrick has been assigned responsibility for the System Manager, Ian Allen, and b) David Sutherland has been assigned responsibility for the Executive Director, Lisa Donnelly, on general issues, with Jean Wilmot providing direction in the area of financial matters. d) In order to deal with members who contravene the User Agreement or other NCF policies, the Executive are authorized to suspend user accounts for such contraventions. All suspensions will be reported to the Board and each account will remain suspended unless the Board passes a motion to reinstate the account. e) Robert Pless has been delegated by the Executive Committee to look after investigation of complaints regarding contraventions of the User Agreement or other NCF policies, and to send warning notices. f) In order to deal with newsgroups that are in violation of our Acceptable Use Policy or the User Agreement, the Executive are authorized to remove the newsgroup for such contraventions. All suspensions will be reported to the Board and each such newsgroup will remain suspended unless the Board passes a motion to reinstate the newsgroup. g) Signing authority for the NCF bank account has been delegated to the President, First Vice-President, Treasurer and Executive Director. h) The agenda for Executive Committee meetings will be e-mailed to NCF Board members prior to the meeting, and minutes of such meetings will be e-mailed to Board members within two weeks of the meeting. i) The current composition of the Executive Committee is: David Sutherland President aa001 Andrew Patrick First Vice-President aa118 John Ferguson Second Vice-President aa110 Jean Wilmot Treasurer aa145 Al Seaman Secretary aa331 [End of document] This document should be reviewed and revised to meet the wishes of the current Board. Your Choice ==> 8 Creation of a Board Planning Committee -------------------------------------- It is standard for many non-profit Boards to have several standing committees. The most typical of these are Planning, Nominating/Board Review, Development and Finance. Given NCF's continued growth, both in size and in organizational development, and the challenge of completing realistic goals and objectives for 1995, now is a wise time to strike a formal planning committee. The results of a concentrated planning effort are more effective growth, funding and user services, in addition to better use of human and financial resources. The following information includes a description of a planning committee, suggestions on voting in the appropriate members to such a group and a recommended method of sharing findings with the rest of the Board, as well as staff and members. The Planning Committee - Standard Definition -------------------------------------------- -Develops and updates the current priorities and multi-year long range plans of the organization and shares recommendations with the Board, staff and members. Ideally, this group meets often throughout the last quarter of a year and into the first quater of a new year. For NCF, we will require frequent meetings in January and February. Updates to the Board via the moderated and unmoderated Board discussion area should be made after each meeting. Major issues should be brought forward to the Board meetings. If necessary, the planning committee should call a meeting of the Board to assist in consensus building on any grand strategies that may develop. Note: According to our Bylaws, it is not necessary that all members of a Board standing committee be Board members. Typically, this type of committee membership contains an outside individual with appropriate skills sets and knowledge. It is also normal to have one or more members of the staff participate as needed. Suggestion for creation of a Board Planning committee ----------------------------------------------------- 1. Ideal Candidates will be those with two or more of the listed skills: Hardware and software expertise Knowledge of the national movement of information/communication technologies Business and strategy expertise Financial and/or fundraising expertise **Enough time to meet regularly and communicate with the Board and membership on the results of the committee interaction. 2. Via Board vote on 20 December, elect 3 Board members for the committee. 3. Have all interested in participating raise their hand and a list will be compiled. Each Board member will vote on three Board candidates. Someone will count votes and those nominated by majority will comprise the planning committee. The first meeting date is to be announced by Thursday the 22 December via on-line postings. 4. The planning committee should chose an outside participant based on the skills and knowledge required to round out the elected group. ------- Submitted by: Lisa K. Donnelly, am412@freenet.carleton.ca Executive Director Your Choice ==> 9 Development of annual schedule of major Board tasks The first meeting of a new board of Directors is the ideal opportunity to set a timeline for what items should appear on the agenda and during which month. These topics will then be pre-programmed for inclusion in the Agenda and thus facilitate timeliness and planning. Some of these topics may be: When to draft and approve the 1995 Board Priorities A Schedule for drafting, reviewing and approval of the 1995 Budget When to request various committee updates When to strike a nominations and AGM group When to develop a hiring, evaluation and dismissal policy for the ED When to evaluate the Executive Director A schedule for in-depth reviewing of current year financial targets and strategy -- ---------------------------------------------------------------------------- Lisa K. Donnelly, am412@freenet.carleton.ca Executive Director, National Capital FreeNet/Libertel de la Capitale national ----------------------------------------------------------------------------- Your Choice ==> 10 Setting rotating schedule for Board members to monitor and respond to Board discussion group There is a large quantity of policy and Board related questions in the on-line unmoderated board discussion area that go unanswered. Time constraints, difficulty in getting on-line and confusion as to whether someone else will answer a query may be some of the factors in the lack of Board participation. Adopting a model such as the Help Desk uses - having designated "answer" people who guarantee a response within 3 to 4 days -would be an ideal solution. Recommendation: Assign two Board members to look after the unmoderated discussion group per month. Duties include answering questions in a timely manner and keeping track of any relevant issues that should be brought forth to the entire Board for discussion. This schedule would rotate each month with a new duo being assigned at each Board meeting (via a two minute standing agenda item). This assignment would not exclude all other board members from participation, as this is a Board forum, but would guarantee timely answers to the members with Board related questions. -- ---------------------------------------------------------------------------- Lisa K. Donnelly, am412@freenet.carleton.ca Executive Director, National Capital FreeNet/Libertel de la Capitale national ----------------------------------------------------------------------------- Your Choice ==> 11 PROCEDURE FOR ON-LINE BOARD VOTING (Draft) There are a number of elements that are required for a valid electronic vote. These include: 1) A motion, 2) A seconder, 3) A period for discussion and debate, 4) A call for a vote with a defined end of voting deadline, and 5) A clear definition of the person who will tally and publish the result of the vote after the deadline. In view of our policy on public discussion of Board business, unless the topic of a proposed vote is of a confidential nature ("sensitive legal, financial or personal information"), all of the above steps must be conducted publicly in the Board Moderated newsgroup. The "board" Email alias may be used for confidential cases. 1) The Motion: The posting or mail message introducing the motion may include background information and other detail as the orginator sees fit, and it must include a clearly identified motion. It is suggested that a paragraph heading "MOTION" be used and that the paragraph start with the words "I move that..." followed by the precise words of the motion. The mover should also indicate the time to be allowed for discussion. This is open to judgement; something that has had prior discussion, or is a motherhood issue may need little of no discussion, while something very new or controversial may need much discussion. Be warned that the remedy for too little discussion time is a no vote. 2) The Seconder: The response of the seconder may include any supporting arguments that may be desired, and it must include a clearly identified seconding of the motion. It is suggested that a paragraph heading "SECONDING OF MOTION" be used, and that the paragraph start with the words "I second the motion of [name of mover] that..." followed by the original wording of the motion. 3) The discussion period: During the discussion period, any Board member can respond to the motion, or to the responses of other Board members. To keep the debate on track, please try to restrict the content of responses to things that directly pertain to the motion. During the course of the debate, it may be appropriate to amend the orginal motion. The mover and seconder may do so as in the sections on motion and seconder above. In the case of an amendment, it may be appropriate to extend the discussion period. 4) Call for a Vote: At the end of the discussion period a call for a vote must be placed. The mover will normally place the call for a vote, and conduct the vote, or the mover may request that the Chairman do both. In the call for a vote, the name of the mover and seconder must appear along with the final wording of the motion. The call must also contain a clearly stated voting deadline. Normally at least one week should be allowed. 5) Conducting the Vote: At the end of the voting period, the person conducting the vote must tally the vote and report the result. The report must contain the names of the mover and seconder, the wording of the motion, and the result of the vote. In the case of public votes, the report should appear in the Board Moderated newsgroup, and for permanent record, also in the Board Motions passed electronically newsgroup. In the case of confidential matters, the report will be delivered via the "board" mail alias. 6) The Electronic Quorum: The by-laws do not specify any quorum for an electronic vote, so the normal quorum of 5 for a vote at a meeting should apply. Applying that to an electronic forum means that for a motion to succeed, by the vote deadline there should be at least 5 votes cast of which a majority must be in favour of the motion. It should be noted that for an electronic vote, just as for a vote in a live meeting, it is quite desirable that the outcome of the vote be determined by a majority of eight or more. In that way there is no doubt that the result is the wish of a real majority of the Board rather than the wish of some sub-set voting hastily in a special meeting or electronic vote. On the other hand, keeping the vote open indefinitely until a majority of eight is reached in an electronic vote is not right either. If a decision is to be reached, it needs to be reached in some defined, and reasonable time. For other than emergency issues requiring an immediate response, it is suggested that the deadline be set in the one to two week range. 7) Point Form Summary of Process a) The Motion - Heading "Motion" - "I move that...[motion] - State time allowed for discussion b) The Seconder - Heading "Seconding of Motion" - "I second the motion of [name of mover] that... - Include original words of motion c) The Discussion Period - Any Board member may respond - Keep discussion relevant to motion - Amendment possible by mover and seconder d) Call for a Vote - At end of discussion period, mover or Chairman will place the call - Call contains name of mover and seconder, the words of the motion, and the deadline for voting e) Conducting the Vote - Person calling the vote will, at the end of the voting period, issue a report including names of mover and seconder, the words of motion, and the result of the vote. - Report in Board Moderated and Board Motions newsgroups, or to "board" mail alias if confidential f) The Electronic Quorum - Must be a minimum of 5 votes cast prior to the deadline. Your Choice ==> 12 Blocking External Postings to NCF Newsgroups There has been discussion from time to time in various places about the issue of external users (those who do not use an account ID from NCF) who post articles to internal newsgroups (those with a "ncf..." name). I initiated some earlier discussion of this under the heading of "Blocking Anonymous Postings" in the Board moderated group. The discussion that followed indicates that there is some support for such a move. Before the issue gets buried in the on-going flood of new issues, it seems appropriate to bring the issue to a Board meeting, review it, and decide whether or not to implement such a block. At present, our policy is not to distribute internal newsgroups (the "ncf..." series) to other systems beyond NCF. This is on the basis that we should retain some feeling of local community in the NCF newsgroups by restricting access to NCF members only. On the whole, it seems to work to the benefit of these newsgroups. The difficulty is that there is the occasional posting from an external user (a non-NCF account) that in most cases is designed to irritate or harass NCF newsgroup users. To be consistent with our policy of limiting NCF groups to the NCF community, such postings should be blocked. Paul Tomblin, the news administrator, indicates that such a block can be implemented easily if the Board agrees to such a move. To implement this, the Board should pass the following motion: Moved that NCF will implement a block on the external news feed that will prevent the delivery of external postings to the "ncf" hierarchy of newsgroups. -------------- Al Seaman March 13/94 Your Choice ==> 13 Making Selected NCF Newsgroups Available Externally From: David Blackwood To: aa331@freenet.carleton.ca Subject: Motion Date: Mon, 13 Mar 95 22:34:55 EST I would like to add a motion to the agenda to the effect that: Moved that the National Capital FreeNet make selected ncf.* newsgroups available upon request, and read-only if necessary, to the larger Ottawa online community. Thanks. -- David J. Blackwood From: David Blackwood To: aa331@freenet.carleton.ca Subject: Re: Motion Date: Tue, 14 Mar 95 12:27:32 EST This has been extensively debated in a number of newsgroups. Here is a copy of my most recent posting on the subject. Dave Newsgroups: ncf.agm95.general,ott.general From: dave@revcan.ca (David Blackwood) Subject: Re: Freenet BOD: Positions on Exporting of 'ncf' private newsgroups. Date: Mon, 13 Mar 1995 23:47:22 GMT Some months back I proposed a motion to the FreeNet Board of Directors, that the FreeNet export some or all of the ncf.* newsgroups to the rest on the local community via existing mechanisms. (Those existing mechanisms are an nntp feed with cunews, and the uucp connection from cunews to revcan.) I even offered to make that a one way export of groups by marking them all essentially read only, thus ensuring that only NCF members could post to those groups. That motion was overwhelmingly defeated. The general gist of the discussion was that the NCF's mandate was to serve its members and that the ncf.* newsgroups constituted a valuable resource for attracting and keeping an active contributing membership. I used every argument that I could muster to no avail, and attempted to counter all arguments to the contrary. Exporting newsgroups will reduce load, not increase it; it would make the FreeNet a better net citizen; it would help attract and retain more technical volunteers; etc. No go. The FreeNet board at that time wished to insulate the FreeNet as a community unto itself, separate, apart, and distinct from the non-FreeNet community. After today the FreeNet will have a new board and at the first opportunity I will re-propose my motion. However, given the amount of disinformation about news being stated by some authoritative and well known FreeNet users I remain unconvinced that a new motion will fare any better. In the meantime a new facility has been added to FreeNet that allows all of the non-newsgroup data on FreeNet to be made freely available to Internet users via a Web browser such as Mosaic, a facility that is not even available to FreeNet users. This should also have required Board approval, although I do not recall it ever having been brought forward. So now we have the bizarre circumstance where all of a sig's data for example can be read remotely but not the newsgroup that accompanies it. The reverse of what we had sought to do originally. Someone has suggested converting ncf.* newsgroups to ott.* newsgroups. For some limited number of groups, this is undoubtedly a good idea. Many ncf.* groups were created which should have been created under the ott, and in some cases ont and can hierarchies. In many other cases, this is not such a good idea. The NCF has tended on occasion to create ncf.* newsgroups for subjects for which perfectly valid and suitable newsgroups already exist elsewhere. Replicating the entire structure of Usenet under the ott hierarchy is no better an idea the replicating it under the ncf hierarchy was. The mechanism for creating a new ott newsgroup is to post a proposal to ott.general and see if it gets the support of the community. It's not unlike the procedure for a new can newsgroup which is posted regularly to can.config. (If there are enough new proposals we may have to create an ott.config to hold them. :-)) Beware though that few proposals succeed and none get rubber-stamped. Too often a proposal consists of little more that "I think x would be a good idea for the convenience of those of us using broken news readers, or who don't have the time to read news regularly." These types of proposals will not likely get the consensus required for creation. It is time that the FreeNet became a good news neighbour and not just a large news neighbour. A site's contribution is not measured by the volume of its postings. If it were it would be inversely proportional. And this is not a technical or a resource issue, it is purely a policy issue. And by the way, the FreeNet did approve a uucp connection to the local online community for the transmission of mail. It was up to the volunteers who requested this to implement it. This however is an separate issue entirely from the distribution of news. -- David J. Blackwood Systems Integration Manager Room 1139, 400 Cumberland Street Inter-Office Communications Section Ottawa, Ontario K1A 0L8 Office Communications Division Voice: 613 957-9305 Fax: 613 952-1095 Revenue Canada Internet: dave@revcan.ca Your Choice ==>