The meeting was called to order at 7.07 p.m. with Chris Cope as Chair and Sandy Campbell as Secretary.
Board members present:
Christopher Cope (bz787), President/chair
Sandy Campbell (dt820), Secretary
Michael Mei (bi195)
Graeme Beckett (aw958)
Mary Anne Dugmore (er983)
Mark Mielke (al278)
Don Francis (ba990)
John Hennessey (ev776)
Regrets
Gary Eikenberry (aa353), 1st Vice-President
Michael Williamson (cm324)
NCF Management/Staff present:
John Selwyn (es347), Executive Director
Members/Guests:
Jim Elder (aa456)
William B. Jenness(cr502)
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.
MOTION: That minutes be approved as published.
Moved by: Mary Anne Dugmore
Seconded by: Graeme Beckett
VOTE: All in favor
MOTION: That the agenda be adopted as published.
Moved by: Sandy Campbell
Seconded by: Mary Anne Dugmore
VOTE: All in favor
AGM Chair Dugmore reported that preparations would be complete on time for the 11th annual online AGM, including construction of the web site. One nomination from the floor had been received, but the nominee declined to accept the nomination when contacted by the Returnning Officer. Chair Dugmore volunteered to take care of refreshment details, etc. for the Meet The Candidates evening.
There was some discussion of the effect of having only five candidates offering for the five open positions on the Board. Although all nominees will be acclaimed as Directors, members will decide which is elected to full three-year term and which a one-year term.
Director Mark Mielke expressed strong regrets that there would not be an election to select Directors. However, it was the consensus that there had been ample opportunity for additional nominations and it was only thanks to the work of the Nominations Committee that there were, in fact, nominees to cover all Board vacancies.
MOTION: That the report of the AGM chair be
accepted.
Moved by: Sandy Campbell
Seconded by: John Hennessy
VOTE: All in favor
The Committee recommended to the Board the names of five candidates it considers qualified. These include four Directors whose terms had expired-- Don Francis, Chris Cope, Gary Eikenberry, and Sandy Campbell, plus member Shing Lee. The Committee provided details of its recommended nominess for Directors' scrutiny.
MOTION: That the report of the Nominations Committee
be accepted.
Moved by: Michael Mei
Seconded by: John Hennessy
MOTION: All in favor
Due to a clerical error, the Audit Committee did not receive the2003 audit in time to present it to this Board meeting as planned. Chair Cope said he would arrange a Special Board meeting via phone conference to review the audit report and have it ready to submit to the AGM. (Minutes of the Special Meeting are included below.) He would also ask Treasuer Vanessa Kanu to prepare an overview.
MOTION: That the report of the Audit Committee Chair
be accepted.
Moved by: Sandy Campbell
Seconded by: Graeme Beckett
VOTE: All in favor
MINUTES of a special meeting of the Board held March 26, 2004
A special meeting of the Board of Directors of the
National Capital FreeNet was held by teleconference on
Friday, March 26, 2004 to discuss and either approve or
not approve a Motion to adopt the 2003 Financial
Statements prepared by the firm KPMG.
At 11:43 AM on March 26, 2004, having called the roll,
and confirmed that a quorum existed, Chair Chris Cope
called the meeting to order. Board members present:
Michael Mei; Mark Mielke; Mary Anne Dugmore; Gary
Eikenberry; Don Francis; Christopher Cope. Regrets: John
Hennessy; Graeme Beckett; Michael Williamson; Sandy
Campbell. The Chair confirmed by positive response from
all attendees that they had received a copy of the motion
and that they had received a copy of the 2003 financial
statements, prepared by the firm KPMG, both in the form
of an email attachment.
The Chair read the motion into the minutes:
WHEREAS, We the Audit Committee, having
reviewed the 2003 Financial Statements and Auditors
Report prepared by the firm KPMG;
AND WHEREAS, we have conducted such further
enquiries, as we deemed necessary, including a review of
the 2003 financial statements with the NCF accountant and
with Donnalou Sabo, CA, Senior Accountant of our Audit
firm;
NOW THEREFORE, we the members of the Audit
Committee hereby recommend to the Board of Directors of
the National Capital FreeNet that the following
resolution be adopted:
RESOLVED, The Board of directors of the National
Capital FreeNet hereby approves the 2003 financial
statements as prepared by the firm KPMG and circulated as
an attachment to this communication.
There being no further business the Chair adjourned the meeting at 11:47 AM.
Membership and member contributions increased in
February to almost exactly match budget projections:
Membership grew to 8,596 versus projected 8,600;
contributions projected at $21,263 came in at $21,187, up
from about $16,000 in February 2003 and $17,000 in 2002.
Meanwhile, expenses for the month were below projection
due to extension of the Extended Access project.
Increased membership is beginning to show up in heavier
use of the modems, with extended sessions typically being
limited between 6 p.m. and 11 p.m. Enlargement of the
modem pool, upgrading of the Mitel Extended Access
(delayed until arrival of software) and launch of the
second Extended Access, which is expected any day, will
reduce congestion.
NCF received praise from HDRC for the quality of its
final project report, thanks to the work of member
Shirley Yik (ac895). HRDC described the NCF report as
"head and shoulders" above those it received from other
projects.
MOTION: That the Executive Director's Report be
received,
Moved by: Mark Mielke
Seconded by: Graeme Beckett
VOTE: All in favor
ED John Selwyn explained that additional revenue itemized on the project side in the month's Financial Statement was due to extension of the contract to the end of March.
MOTION: That the Financial Report be accepted.
Moved by: Graeme Beckett
Seconded by: Michael Mei
VOTE: All in favor
April 20, 2004 at 7 p.m.
Billings Room
Ottawa City Hall
The meeting adjourned at 8.55 p.m.