National Capital FreeNet / Libertel de la Capitale nationale

NCF Board of Directors
Minutes of Meeting
June 19, 2012

SOME HIGHLIGHTS

Minutes of a meeting of the Board of Directors

The meeting was called to order at 7:08 p.m. with Gary Eikenberry as Chair and Graeme Beckett as Secretary.

INTRODUCTIONS

Board members present:
Gary Eikenberry (aa353) 1st Vice-president
Graeme Beckett (aw958) Secretary
Mike Kelly (fm342)
Doug Hull (aa800)
Michael Weiss (ft850)
Ken McCarthy (fr786)
Tom Moore (fw054

Regrets:
Christopher Cope (bz787), President
Alan McRae (fl334) Treasurer
Amy Yee (fp017)
Peter MacKinnon (fr198)

NCF Management/Staff present:
Ross Kouhi (ah455), Executive Director

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.

  1. Confirmation of Quorum

     Quorum was confirmed.
     
  2. Review of the Agenda  

    The draft agenda was adopted as presented.

    MOTION: That the agenda be adopted.
    Moved by: Michael Weiss (ft850)
    Seconded by: Doug Hull (aa800)
    VOTE: All in favor. 
    VOTE: Adopted
     

  3. Reports 
    1. Report of the Executive Director (Ross Kouhi)
       
      • We still await clarity from Bell on billing over our transition period.
      • Bell couldn't handle member transfers as fast as we could process them.
      • We had over 1000 "cancels" in before the 15th of the month with around 800 or 900 who didn't make the date and about 12 left to transfer as of the board meeting.
      • The Bell DSL portal was being updated at the same time as the transition.
      • To ease the DSL transition the modem leases were extended from three days to five. - This worked well.
      • The lease on the NCF office space is up for renewal in August.
      • Our third floor location is an issue for disabled and elderly members.
      • Visibility and signage is lacking for NCF at the Trailhead building.
      • NCF is low on office space.
      • Only two parking spots are permitted for NCF staff and volunteers
      • Ross briefed the Board on a few alternative locations and would follow up online.

      MOTION: To receive the Executive Directors Report.
      Moved by: Doug Hull (aa800)
      Seconded by: Ken McCarthy (fr786)
      VOTE: All in favor. 
      VOTE: Received
       

    2. Treasurers Report (Alan McRae)

       None - The Treasurer was out of the country and sent his regrets for attendance of this meeting.
       
    3. Executive Committee Report (Chris Cope)

       None - The Executive Committee did not meet during the period
       
    4. 2012 AGM Final Report (Mike Kelly)

       The 2012 AGM proceeded well. It was noted that due to our accelerated schedule reports and other information for the website ideally would have been submitted earlier. The participation of the compressed one week AGM was similar to the usual two week AGM. The borrowing motion which was passed caused some controversy with a few members not entirely understanding the process required in obtaining a loan and why the NCF was seeking the change.

      MOTION:        To accept the Final AGM Report.
      Moved by: Graeme Beckett (aw958)
      Seconded by: Michael Weiss (ft850)
      VOTE: All in favor. 
      VOTE: Carried
       
    5. Strategic Planning Committee: Review

      Deferred to next meeting
       
  4. Ongoing Business

    None
     
  5. New Business  
     
    1. Thank Outgoing Board Members (Graeme Beckett)

       We have one outgoing board member this year, our Second Vice President Mark Mielke

      MOTION:  A big vote of thanks from the Board to Mark Mielke for his twelve years of service on the NCF Board of Directors.
      Moved by: Graeme Beckett (aw958)
      Seconded by: Gary Eikenberry (aa353)
      VOTE: All in favor. 
      VOTE: Carried
       
    2. Election of Officers (Chair)

       Deferred to next meeting.
       
    3. Banking Resolution (Chair)

       Deferred to next meeting.
       
    4. Vacant Board Seat (discussion)

       A guest at our June meeting was Tom Moore who in advance of the board meeting had expressed interest in running for the board. At the current time the board has one vacant seat that may be filled by appointment.

      MOTION:        To move in camera
      Moved by: Doug Hull (aa800)
      Seconded by: Michael Weiss (ft850)
      VOTE: All in favor. 
      VOTE: Carried

      MOTION:        To move out of camera
      Moved by: Michael Weiss (ft850)
      Seconded by: Doug Hull (aa800)
      VOTE: All in favor. 
      VOTE: Carried

       The Board welcomed Tom Moore to fill the remaining board seat. Tom's appointment will be in effect until the next AGM.
       
    5.  New Legislation: Canada Not-for-profit Corporations Act (Graeme Beckett)

       Not-for-profit Corporations are required to make the transition by October 17, 2014.  We may need to make changes for the 2014 AGM.

      MOTION:        To strike a committee to review the New Legislation: Canada Not-for-profit Corporations Act with the mandate to determine the costs and timing for making the transition with Mike Kelly as Chair with the power to appoint new committee members as required.
      Moved by: Graeme Beckett (aw958)
      Seconded by: Doug Hull (aa800)
      VOTE: All in favor. 
      VOTE: Carried
       
    6. NCF's 20th Anniversary Planning (Ross Kouhi)

             Ross would scope out volunteers. This item would be added to the agenda for the next board meeting for more Board involvement.
       
  6. Announcements

    Ross informed the Board that staff and volunteers would begin meeting once a month for breakfast. Board members and friends of NCF may also be invited.
     
  7. Date of Next Meeting

    July 24, 2012, NCF Offices, Suite 302 Trailhead Building.
     

  8. Adjournment

    The meeting adjourned at 9:35 p.m.

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