National Capital FreeNet / Libertel de la Capitale nationale

NCF Board of Directors
Minutes of Meeting
April 20, 2010

SOME HIGHLIGHTS


Minutes of a meeting of the Board of Directors

Held on April 20, 2010 
Suite 302, Trailhead Building
1960 Scott Street

The meeting was called to order at 7:05 p.m. with Chris Cope as Chair and Graeme Beckett as Secretary.

  1. INTRODUCTIONS

    Board members present:
    Christopher Cope (bz787), President/chair
    Gary Eikenberry (aa353) 1st Vice-president
    Graeme Beckett (aw958) Secretary
    Alan McRae (fl334) Treasurer
    Amy Yee (fp017)
    Don Francis (ba990)  
    Jim Nubel (fm776)
    Doug Hull (aa800)
    Mike Kelly (fm342)

    Regrets:
    Mark Mielke (al278)
    Peter McKinnon (fr198)

    NCF Management/Staff present:
    Rowland Few (fp085), Executive Director

    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 with the returning Board members welcomed back and our new board member Mike Kelly introduced.
     
  3. Review of the Agenda
    (see draft agenda)

    The agenda was adopted with no changes.

    MOTION: That the agenda be adopted as presented.
    Moved by: Doug Hull (aa800)
    Seconded by: Alan McRae (fl334)  
    VOTE: All in favor. 
    VOTE: Carried.
     

  4. Review of the Minutes of the Previous Meetings.
     
    1. Review of the minutes of the January 2010 Meeting
      MOTION: Accept the minutes of the January 2010 meeting as presented.
      Moved by: Gary Eikenberry (aa353)
      Seconded by:  Amy Yee (fp017)
      VOTE in favor: Chris, Alan, Gary, Graeme, Amy, Doug, Jim, Don
      VOTE against: None
      Abstaining: Mike
      VOTE: Carried
       
    2. Review of the minutes of the February 2010 Teleconference Meeting
      MOTION: Accept the minutes of the February 2010 meeting as presented.
      Moved by: Jim Nubel (fm776)
      Seconded by:  Don Francis (ba990)
      VOTE in favor: Chris, Graeme, Amy, Jim, Don
      VOTE against: None
      Abstaining: Mike, Alan, Doug, Gary
      VOTE: Carried
       
    3. Review of the minutes of the March 10, 2010 Teleconference Meeting
      MOTION: Accept the minutes of the March 10, 2010 meeting as presented.
      Moved by: Don Francis (ba990)
      Seconded by:  Jim Nubel (fm776)
      VOTE in favor: Chris, Graeme, Amy, Jim, Don
      VOTE against: None
      Abstaining: Mike, Alan, Doug, Gary
      VOTE: Carried
       
    4. Review of the minutes of the March 23, 2010 Audit Review Meeting
      MOTION: Accept the minutes of the 23, 2010 meeting as presented.
      Moved by: Gary Eikenberry (aa353)
      Seconded by:  Jim Nubel (fm776)
      VOTE in favor: Chris, Alan, Graeme, Amy, Jim, Don
      VOTE against: None
      Abstaining: Mike, Gary, Doug  
      VOTE: Carried
       
  5. Ongoing Business
     
    1. 2010 AGM Final Report (Graeme Beckett)

       There were 215 voters at the NCF's 17th AGM in 2010. There were no proxy votes. Returning board members Chris Cope, Gary Eikenberry and Alan McRae were elected to a three year term with returning board member Don Francis elected to a one year term. Mike Kelly has been newly elected to the board with a three year term.

      The three standard motions for the AGM Motion A - Remuneration of Agents, Contractors, and Employees, Motion B - Appointment of Auditors, Motion C - Rules and Regulations were all passed.

      The Board anticipates a bilingual message to the members providing notice of the AGM will be in place on the Start Page in 2011 although the AGM will take place in English. The English mail out to the membership will continue to provide a notice in French.

      MOTION:
      To accept the AGM Chair's report.
      Moved by: Don Francis (ba990)
      Seconded by: Mike Kelly (fm342)
      VOTE: All in favor. 
      VOTE: Carried
       
  6. Reports 
     
    1. Executive Directors Report (Rowland Few)

      Of note:
      Financials (January - March) 
      - Net income was down 9k from budget due to higher expenses for required development costs
      - 3k to be recovered from Telus for delay in 2 PRI closures.
      - Direct DSL costs higher relative to revenue from increased late and failed member payments. 
      - DSL revenue exceeded budget
      DSL
      - Late payments require ~1 hour per case
      Infrastructure:  
      - New web based messaging system for office <==> membership
      - Further updating of online help pages
      - Mailboxes increased to 50MB
      - Dialup reduced by two PRI
      - Office voicemail alerts and automated reports on Nagios
      Marketing 
      - Ottawa Public Library MOU sent
      - Brochures and posters for library and Catholic School board at printers
      - Messages to members under review
      New Initiatives
      -
      Feedback about new office messaging system
      - New gateway server for redundancy planned
      - Architecture review, redundancy and server lifecycle
       
      MOTION: To receive the Executive Director's report.
      Moved by: Jim Nubel (fm776)
      Seconded by: Doug Hull (aa800)
      VOTE: All in favor. 
      VOTE: Carried
       
    2. Treasurers Report (Alan McRae)

       The Treasurer and Executive director presented detailed financial statements of budget versus actual on a month-to-month and year-to-date basis. Also presented was a new breakdown on the cost of DSL, dialup and administration services and the cost allocations amongst staff and services (DSL, dialup and administration).

      MOTION:
      To accept the Treasurer's report.
      Moved by: Amy Yee (fp017)
      Seconded by: Gary Eikenberry (aa353)
      VOTE: All in favor. 
      VOTE: Carried

    3. Executive Committee Report (Chris Cope)

      The Executive Committee did not meet but will be meeting again before the next meeting of the board. Anticipated discussion include the board meeting schedule as well as governance.
       
    4. Report of Strategic Planning Committee (Jim Nubel)

      This was covered in the Executive Directors Report with Jim providing a few more details.

      MOTION: To accept the Strategic Planning Committee report.
      Moved by: Amy Yee (fp017)
      Seconded by: Gary Eikenberry (aa353)
      VOTE: All in favor. 
      VOTE: Carried
       
  7. New Business
     
    1. Election of Officers
       
      After a round table discussion on the officer's positions up for election, the following motion was put forward by Don Francis.

      MOTION:
      That the incumbents be invited to accept nomination of offices.
      Moved by: Don Francis (ba990)
      Seconded by: Doug Hull (aa800)
      VOTE: All in favor. 
      VOTE: Carried

      The incumbents, Alan McRae, Chris Cope, Gary Eikenberry and Graeme Beckett accepted the nomination with Mark Mielke's acceptance pending.

      MOTION:
      That the slate be elected.
      Moved by: Doug Hull (aa800
      Seconded by: Mike Kelly (fm342)
      VOTE: All in favor. 
      VOTE: Carried
       
    2. Summer Schedule of Board Meetings

      The Executive Director will be out of town on vacation in July and August is proposed as the alternative summer month for the Board to meet.

      MOTION: The summer board meeting will take place on August 17, 2010 at 7 p.m.
      Moved by: Jim Nubel (fm776)
      Seconded by: Alan McRae (fl334)
      VOTE: All in favor. 
      VOTE: Carried
       
  8. Announcements
     
  9. Date of Next Meeting

    August 17, 2010, at 7 p.m.
    Suite 302, Trailhead Building
    1960 Scott Street
     

  10. Adjournment
    The meeting adjourned at 9:23 p.m.

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