NCF Board of Directors
Minutes of Meeting
February 20 2007

SOME HIGHLIGHTS

• Internet banking is now available for Scotiabank customers. Customers of most other major Canadian banks will soon be supported. NCF pays less fees when members pay using Internet banking as compared with credit cards.
• Job descriptions for NCF volunteers have been posted at http://www.ncf.ca/ncf/volunteer/index.html.

Minutes of a meeting of the Board of Directors

The meeting was called to order at 7:10 p.m. with Chris Cope as Chair and Michael Mei as Secretary.

1. INTRODUCTIONS

   Board members present:
   Christopher Cope (bz787), President/chair
   Mary Anne Dugmore (er983), 1st Vice-president
   Gary Eikenberry (aa353), 2nd Vice-president
   Michael Mei (bi195), Secretary
   Don Francis (ba990)
   Graeme Beckett (aw958)
   Mark Mielke (al278)

   Regrets:
   Michael Fletcher (fe710), Treasurer
   Shing Kwong Lee (ez191)
   Tony McNeill (ff231)
   Ian Gibson

   NCF Management/Staff present:
   John Selwyn (es347), Executive Director

   Members/Guests:
   
   Theresa Jobateh (c0848)

   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. CONFIRMATION OF QUORUM
   

   Quorum was confirmed.
   

3. REVIEW OF THE AGENDA
   (see draft agenda)

   MOTION: That the agenda be adopted as ammended with the addition of 5. c) Nomination Committee Report.
   Moved by: Mary Anne Dugmore (er983)
   Seconded by: Gary Eikenberry (aa353)
   VOTE: Carried

4. APPROVAL OF THE MINUTES OF MEETING
   (see minutes of prior month)

   MOTION: That minutes be adopted as ammended with minor spelling and grammar corrections.
   Moved by: Gary Eikenberry (aa353)
   Seconded by: Mary Anne Dugmore (er983)
   VOTE: Carried.

5. NEW BUSINESS
   1. Website of the Month, a promotional idea for NCF (Theresa Jobateh co848)

      Theresa presented a proposal for a pilot project that recognizes a NCF hosted web site once per week, has rating criteria, and makes use of a public NCF discussion group. Other people had ideas about highlighting any web site on a weekly basis, whether hosted at NCF or not. Theresa was asked to assemble a committee to run this project.

   2. 2007 Annual General Meeting Planning (Mary Anne Dugmore)
      1. 
         
      2. Report from the AGM Co-chair

         The report from the AGM co-chair included the following information pertaining to the future that were not already noted in the January 2007 minutes:

         • The NCF 2007 Online Annual General Meeting web site is being constructed at www.ncf.ca/ncf/agm/2007
         • An email announcement will be sent to members on March 22 informing them of the start of the AGM
         • Accounts for the 2007 AGM co-chairs have been set up. Some messages have been received on those accounts already.
         • A request has been received to translate the 2007 AGM pre-announcement email into French.
         • Andre Vellino has agreed to be the returning officer and Andre Dalle has agreed to provide related support to the returning officer.
         • Recommendations from the NCF board of directors Nominations Committee regarding candidates for election to the NCF board of directors are to be posted on the 2007 AGM web site on Tuesday March 13.
         • As of the March 20 board meeting, AGM co-chair functions will be performed by Mark Mielke.

         MOTION: That the AGM co-chair's report be received.
         Moved by: Don Francis (ba990)
         Seconded by: Graeme Beckett (aw958)
         VOTE: Carried.

      3. Standard Motions for AGM

         MOTION: That the Board approve and advance the following motion relating to ratification of contracts, resolutions, remuneration etc. to the NCF 2007 AGM for consideration by the members:

         • MOTION: Be it resolved that pursuant to By-law 15 of the National Capital FreeNet, all resolutions concerning the remuneration of agents, contractors and employees passed by the Board of Directors of the National Capital FreeNet since the April 2006 Annual General Meeting be confirmed.

           15. 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.

           The Board of Directors recommends that members vote "For" this motion.

         Moved by: Christopher Cope (bz787)
         Seconded by: Michael Mei (bi195)
         VOTE: Carried

         MOTION: That the Board approve and advance the following motion relating to the appointment of an auditor, to the NCF 2007 AGM for consideration by the members:

         • MOTION: Be it resolved that the National Capital FreeNet appoint the firm of KPMG as its auditor for the 2007 fiscal year.

           NCF bylaws require the appointment of an auditor at the annual general meeting.

           The Board of Directors recommends that members vote "For" this motion.

         Moved by: Christopher Cope (bz787)
         Seconded by: Michael Mei (bi195)
         VOTE: Carried

         MOTION: That the Board approve and advance the following motion relating to rules and regulations to the NCF 2007 AGM for consideration by the members:

         • MOTION: Be it resolved that pursuant to By-law 40 of the National Capital FreeNet, all resolutions concerning rules and regulations passed by the Board of Directors of the National Capital FreeNet since the April 2006 Annual General Meeting be confirmed.

           The by-laws state that all rules and regulations set by the board of directors must be confirmed at an annual general meeting:

           "40. 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."

           The Board of Directors recommends that members vote "For" this motion.

         Moved by: Christopher Cope (bz787)
         Seconded by: Michael Mei (bi195)
         VOTE: All in favor

         Note: The chairman and the secretary agreed to move and second the standard AGM motions approved and advanced by the board at this meeting.

   3. Nomination Committee Report (Mary Anne Dugmore)

      The Nomination Committee provided an interim report. An accountant has been identified and has agreed to run as a candidate for a board position. Three of four board members with terms expiring in 2007 have agreed to run again; one is undecided. The nomination committee has identified another potential candidate.

      MOTION: That the interim Nomination Committee Report be received.
      Moved by: Gary Eikenberry (aa353)
      Seconded by: Graeme Beckett (aw958)
      VOTE: Carried

6. REPORTS
   1. Executive Director's Report (John Selwyn)
      (see accompanying report)

      Highlights of the Executive Director's report include:
      

      • The NCF overflow dial-up lines are now working again.
      • NCF can now accept Internet banking payments from members with accounts at Scotiabank. NCF will soon support members with accounts at CIBC, TD, and BMO. NCF pays less fees when payments are made with Internet banking as compared to credit card payments.
      • NCF has identified four retired teachers as potential volunteers.
      • A new web page with job descriptions for various volunteer job functions has been posted at http://www.ncf.ca/ncf/volunteer/index.html.
      • The email system migration reported in the past continues.
      • A production run of updated marketing material will occur in March.
      • A second source of DSL hardware is being sought to ensure a continual supply.

      MOTION: That the Executive Director's report be received.
      Moved by: Mary Anne Dugmore (er983)
      Seconded by: Don Francis (ba990)
      VOTE: Carried

   2. Treasurer's Report and Financial Statements

      A Treasurer's report was not available but the executive director did present some financial information as part of his report.

7. Announcements
   
   
8. NEXT MEETING

   There will be two board meetings in March. The first will be a teleconference on March 12 at 2 PM during which the final Nomination Committee report will be received. Telephone access numbers for this teleconference are to be determined. The next meeting in March will be the regular face-to-face meeting to be held as follows:

   March 20, at 7 p.m.
   Suite 302, Trailhead Building
   1960 Scott Street

9. ADJOURNMENT

   The meeting adjourned at 9.45 p.m.