The meeting was called to order at 7.00 p.m. with Chris Cope as Chair and Sandy Campbell as Secretary.
Minute-Taker: Mike Billows (bm582)
Board members present:
David Millman (aa342), Treasurer
Graeme Beckett (aw958)
Sandy Campbell (dt820), Secretary
Christopher Cope (bz787), President/chair
Gary Eikenberry (aa353)
Catherine Wenuk (ep584), 2nd Vice-President
Mark Mielke (al278)
John Wenuk (ep585)
NCF Staff/Management present:
Ian MacEachern (bi207), Executive Director
Sheila Alder (bw306), Office Manager
Andre Dalle (al178), System Administrator
NCF members present:
Richard Webb (dw413)
MOTION: That minutes be approved as presented.
Moved by: Sandy Campbell
Seconded by: Cathy Wenuk
VOTE: All in favor
Additions
under New Business: 6 g) Director's resignation
Deletions
under Old Business: 4 b) which is covered by item 6 d) New
Business
a) Recommendation on Board makeup (Ian MacEachern)
Ian MacEachern summarized his report on discussions with other NPOs about Board size and the filling of vacancies. He recommended the Board be kept at the present size and vacancies not be filled unless difficulties arose on meeting the meeting quorum requirement of five.MOTION: That the number of Directors be kept at 11 and
that existing vacancies not be filled prior to the AGM.
Moved by: Sandy Campbell
Seconded by: John Wenuk
VOTE: All in favor
David Millman gave Directors a two-page summary showing revenue decreases were largely offset by decreases in expenses; the latter were achieved by charging appropriate SysAdmin and ED costs to Projects.
MOTION: That the report be adopted as presented.
Moved by: Sandy Campbell
Seconded by: Graeme Beckett
VOTE: All in favor
Executive Director Ian MacEachern summarized highlights of his monthly report: An agreement with Carleton University on phone lines favorable to NCF will soon be finalized; 3 Com has agreed to a full refund of the price of its erratic RAS 1500s and work is going ahead on identifying replacement equipment; efforts continue to solve technical problems on webmail and Thin Client projects; SysAdmin Andre Dalle continues to work on reduction of spam. Overall membership donations are down slightly during the report period.
MOTION: That the report be accepted as presented.
Moved by: Sandy Campbell
Seconded by: Graeme Beckett
VOTE: All in favor.
President Chris Cope made an oral report on the
Executive Committee meeting November 13 at which former
Director and longtime NCF supporter Jim Elder was invited
to sit in. Committee members discussed the E-D's strategy
document; also urged priority attention to completing the
Carleton-NCF phone agreement and to pressing ahead with
the Thin Client project.
President Cope agreed with Directors' request to try to
post a written report on Executive Committee meetings in
advance of the Board meeting.
MOTION: That the report be accepted as presented.
Moved by: Sandy Campbell
Seconded by: Graeme Beckett
VOTE: All in favor.
Sandy Campbell had put a motion on the Agenda to nominate Gary Eikenberry for election by Directors as 1st Vice-President of the Board. Several Directors spoke of the skill and experience Gary would bring to the position. Gary agreed to stand.
MOTION: That Gary Eikenberry be elected 1st
Vice-President of the NCF Board.
Moved by: Sandy Campbell
Seconded by: David Millman
VOTE: All in favor.
Executive Director Ian MacEachern outlined the
proposed
Smart Capital contribution agreement between OCRI and
NCF. He explained that third-party delays were a serious
concern and could jeopardize elements of NCF's plans;
efforts to solve the problems were being redoubled as
deadlines neared. (President Chris Cope excused himself
from the discussion and offered to leave the room,
because his work with OCRI might lead to a conflict of
interest.)
MOTION: That the Board approve the proposed Smart
Capital Contribution Agreement between OCRI and NCF and
authorize the Executive Director to execute the signing
of the agreement.
Moved by: David Millman
Seconded by: Gary Eikenberry
VOTE: All in favor
This item engendered considerable discussion. Several Directors strongly supported the E-D's recommendation suggesting the Board has a duty to the NCF membership to make serious, organized efforts on "succession planning." Others worried that there might be a perception of elitism; that some members might be insulted or feel slighted that finding good Board candidates was not left entirely up to them.
MOTION: That the Board appoint a Nominations Committee
to recruit individuals whom the Board shall then
recommend to the membership as qualified candidates for
election at the Annual General Meeting.
Moved by: Sandy Campbell
Seconded by: Cathy Wenuk
VOTE:
For: Cathy Wenuk, Sandy Campbell, Mark Mielke, John
Wenuk, Chris Cope.
Abstain: Graeme Beckett, Gary Eikenberry
MOTION IS CARRIED
MOTION: That the Board create a Nominations Committee
whose initial members shall be Chris Cope, Sandy
Campbell, and Ian MacEachern.
Moved by: Mark Mielke
Seconded by: John Wenuk
VOTE: All in favor
Executive Director MacEachern provided an overview of his strategy document, which had been circulated to Directors. Objective is to identify short-, medium-, and long-term goals providing a framework for specific targets and timelines. Among these: Remain a donation-based organization; establish NCF as a 'brand,' giving it an identity outside the membership; develop strong and reliable basic services (including spam-reduction); streamline registration and donation methods; make more use of volunteers. Unfortunately, discussion had to be postponed because time ran out for the meeting-room reservation.
MOTION:That the Board accept the overall
recommendations contained in the strategy document.
Moved by: Sandy Campbell
Seconded by: John Wenuk
VOTE: Because of lack of time for discussion it was
decided to postpone a vote until the December Board
meeting.
As discussed earlier 3 Com has offered a full refund which will be available to develop a more reliable system.
E-D MacEachern briefly outlined negotiations with an Ottawa firm on marketing/publicizing the projects on which NCF is working and, at the same time, raising NCF's profile in the general community.
John Peterson tendered his resignation from the Board because of personal and business commitments which keep him out of town much of the time. He said he would continue to help and promote NCF in other ways.
MOTION: That the Board thank John Peterson on behalf
of NCF members for his service and help while a member of
the Board.
Moved by: Graeme Beckett
Seconded by: Sandy Campbell
VOTE: All in favor
The annual Christmas ("Dutch treat") lunch for Board members, volunteers, and NCF staff will be held December 20, 2001 beginning at 11.30 a.m. at Mexicali Rosa's Restaurant at Dow's Lake.
December 18, 2001 at 7 p.m.
Billings Room
Ottawa City Hall
111 Lisgar street
The meeting adjourned at 9:45 pm.