NCF Board of Directors
Minutes of Meeting
April 19 2005

This draft may be modified until (typically) the Friday prior to the next meeting of the Board, at which time it will be ready for consideration by Board members at their meeting. At that meeting, it will be reviewed, possibly amended, and then approved. After the meeting, this document will be updated with any corrections and this paragraph will be removed.

SOME HIGHLIGHTS

• New Directors Elaine Condos and Tony McNeill welcomed, relected Directors Mary Anne Dugmore and Gary Eikenberry congratulated
• AGM Chair Mark Mielke delivered final 2005 AGM Report
• NCF Treasurer Michael Fletcher reported on 2004 KPMG review engagement
• Working Group struck to explore an NCF DSL service offering

Minutes of a meeting of the Board of Directors

The meeting was called to order at 7.20 p.m. with Chris Cope as Chair and Michael Fletcher as Secretary (acting).

1. INTRODUCTIONS

Board members present:
Christopher Cope (bz787), President/chair
Michael Mei (bi195)
Mark Mielke (al278)
Graeme Beckett (aw958)
Shing Kwong Lee (ez191)
Gary Eikenberry (aa353), 1st Vice-president
Mary Anne Dugmore (er983)
Tony McNeill (ff231)
Elaine Condos (ff377)

Regrets:
Sandy Campbell (dt820), Secretary
Don Francis (ba990)

NCF Management/Staff present:
Michael Fletcher (fe710), Treasurer
John Selwyn (es347), Executive Director

Members/Guests:
Jim Elder(aa456)

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.

2. APPROVAL OF THE MINUTES OF MEETING

(see minutes of prior month)

MOTION: That minutes be approved as published.
Moved by: Graeme Beckett (aw958)
Seconded by: Shing Kwong Lee
VOTE: Carried (Gary Eikenberry (aa353) and Mary Anne Dugmore (er983) abstaining

3. REVIEW OF THE AGENDA

(see draft agenda)

MOTION: That the item 7 a. "Board Governance" be tabled for a future meeting, but otherwise, that the agenda be adopted as published.
Moved by: Gary Eikenberry (aa353)
Seconded by: Shing Kwong Lee
VOTE: All in favour

4. ONGOING BUSINESS


1. 2004 AGM

AGM Chair Mark Mielke reported a smooth AGM with 253 votes cast and no proxy ballots received. New Directors Elaine Condos (ff377) and Tony McNeill (ff231), both elected for three-year terms were welcomed. Returning Director Mary Anne Dugmore (er983), who was also elected for a three-year term was congratulated as was Gary Eikenberry (aa353), who was elected for a two-year term. There was some discusion about the language of Motion A - Remuneration of Agents, Contractors, and Employees and the following action item was proposed:


Action Item: That the language used in Motion A - Remuneration of Agents, Contractors, and Employees be changed in futures years so as to eliminate possible confusiion arising from members thinking that the reference to "resolutions" meant that there was a new or special resolution dealing with remuneration.


MOTION: That the AGM Chair's report be received.
Moved by: Tony McNeill (ff231)
Seconded by: Michael Mei (bi195)
VOTE: All in favour

2. 2004 Financial Statements

Treasurer Michael Fletcher (fe710) reported that the 2004 Financial Statements had been prepared on the basis of a "Review Engagement" by KPMG rather than an Audit. While this approach proved to be satisfactory, the savings were not as great as we had hoped. Mr. Fletcher suggested that other firms might be able to do this work for a fee which might be substantially lower than KPMG and that he could investigate this on our behalf.

Action ItemThe Treasurer is to review competitive rates from other audit firms and report his findings and recomendations at a future Board Meeting.




5. REPORTS
1. Executive Director's Report (John Selwyn)

(see accompanying report)

The Executive Director reported his preliminary findings and recommendations relative to NCF going forward. He proposed that the Board consider changes in our corporate structure noting that our purpose is twofold: (1) providing connectivity and online services to members; and (2) the charitable good works that we do in providing services to the disenfranchised in the community.

He also noted that response to the survey of members enquiring about interest in DSL was quite overwhelming with over 1,000 responses and of these, several hundred who indicated a willingness to be part of a pilot project.

The ensuing discussion produced the following ideas and challenges:

Ideas:


• Need to strike a working committee.
• We must move quickly to capitalise on momentum and the interest in DSL.
• We need to clarify our mandate - perhaps with two organizations.
• We need make a decision on DSL.
• We need to make a decision on restructuring.

Challenges:

• A need to define a clear and understandable entity
• A need to assess feasibility
• A need to determine if it is necessary to create a new organization to offer DSL as a paid service.
• While we operate as a not-for profit, we should not offer services at cost, but rather at a fee that recovers costs and pays a contribution towards overheads etc.

The Treasurer estimated that the cost of restructuring might run as high as $20K given the need for competent legal and corporate advice.

The following go-forward steps were identified:

1. Go forward with DSL pilot
2. Seek legal (informal at this stage) advice on restructuring
3. Strike a working group to look at alternatives and bring a report on their findings forward to the Board:
1. Go forward with restructuring research
2. Collect information about requirements of the process
3. Investigate partnering with another charity
4. Develop a strategic plan

MOTION: That the Executive Director be instructed to proceed with the DSL pilot.
Moved by: Graeme Beckett
Seconded by:
VOTE: Motion Tabled

MOTION: That a working committee consisting of the Executive Director and the Treasurer be formed to study both restructuring and offering DSL to members and report its analysis and findings to the Board at its next meeting.
Moved by: Mary Anne Dugmore (er983)
Seconded by: Michael Mei (bi195)
VOTE: All in favour

6. NEXT MEETING

May 17, at 7 p.m.
Room 402, Dunton Tower
Carleton University

7. ADJOURNMENT

The meeting adjourned at 9.55 p.m.