National Capital FreeNet / Libertel de la Capitale nationale

NCF Board of Directors
Minutes of Meeting
February 5, 2013 

SOME HIGHLIGHTS


Minutes of a meeting of the Board of Directors

The meeting was called to order at 7:13 p.m. with Gary Eikenberry as Chair and Graeme Beckett as Secretary.

INTRODUCTIONS

Board members present:

Gary Eikenberry (aa353) President
Doug Hull (aa800) 1st Vice-president (via teleconference)
Graeme Beckett (aw958) Secretary
Christopher Cope (bz787)
Mike Kelly (fm342)

Regrets:
Peter MacKinnon (fr198) 2nd Vice-president
Alan McRae (fl334) Treasurer
Amy Yee (fp017)
Michael Weiss (ft850)
Ken McCarthy (fr786)
Tom Moore (fw054)

NCF Management/Staff present:
Curtis Taylor (aa907), 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: Christopher Cope  (bz787)
    Seconded by: Doug Hull (aa800)
    VOTE: All in favor. 
    VOTE: Adopted
     

  3. Review of the Minutes of the Previous Meeting

    MOTION: 
    Adopt the minutes of the November 20, 2013 meeting as circulated.
    Moved by: Graeme Beckett (aw958)
    Seconded by: Gary Eikenberry (aa353)
    VOTE All in favor.
    VOTE: Adopted
     
  4. Reports 
    1. Report of the Executive Director (Curtis Taylor)

      The Executive Director presented his report including summarized financial results and recommendations on new DSL packaging.

      Within the summarized financials the ED indicated our last two quarters had positive cash flow and a $15k deposit would be returned from Bell in February or March. Curtis also negotiated a reduction in out transit costs and was looking into a refund  in taxes as a result of subscribers who reside in Quebec. DSL membership continues to modestly grow each month.

      There was considerable and lengthy discussion about the proposed DSL packages, possible changes and additions however a quick consensus was difficult to find. Chris Cope proposed the first motion.

      MOTION:
      To endorse the Executive Director's proposed packages but keeping the base price unchanged.
      Moved by:  Christopher Cope  (bz787)
      This motion was not seconded.

      Since the Board was having difficulty on consensus with the 6Mbps packaging Graeme Beckett proposed the second motion which would at this time endorse the higher speed DSL packages. However during the discussion period for the motion the Executive Director indicated that there could be problem with delaying the change and split of the lower tier 6Mbps package.

      MOTION:
      To endorse Executive Director's new DSL+ (higher speed) packages.
      Moved by: Graeme Beckett (aw958)
      Seconded by: Doug Hull (aa800)
      VOTE FOR: Graeme Beckett, Doug Hull
      VOTE AGAINST: Christopher Cope, Mike Kelly, Gary Eikenberry
      VOTE: Not Adopted

      With our board meeting running very late and discussion suggesting we continue to discuss the DSL packaging at another board meeting the Executive Director stressed that his budget was based on approving new DSL packaging and provided further financial reasoning and a technical issue against a delay. Chris Cope then proposed the last motion which was similar to his first. During discussion of the motion Graeme Beckett stated that he considered the Executive Director's initial DSL packaging proposal had sufficient merit, would be a good form of advertising and thus would increase membership at a quicker rate. Gary Eikenberry suggested that there could be more cost efficient forms of advertising.

      MOTION:
      To endorse the Executive Director's proposed packages as recommended, however we have a concern about reducing revenue and therefore recommend the Executive Director keep the base price unchanged.
      Moved by:  Christopher Cope  (bz787)
      Seconded by:  Mike Kelly (fm342)
      VOTE FOR: Chris Cope, Mike Kelly, Doug Hull
      VOTE AGAINST:  Graeme Beckett
      VOTE: Adopted
       
    2. Strategic Planning / Visioning Committee Report (Amy Yee)

      Not available, this item will be revisited at a later date.
       
  5. Ongoing Business
     
    1. 2013 Budget (Curtis Taylor)

      The revised draft budget was circulated in advance of the meeting however there was insufficient time for a review. Gary confirmed during discussions on the proposed DSL packaging that the board members on hand had looked it over.
       
    2. NCF's 20th Anniversary Planning Update (Amy Yee)

      Not available, this item will be revisited at a later date.
       
  6. New Business  
     
    1. 2013 AGM Discussion, Schedule and Appointments

      Motions for AGM (annual and special business)

      1. Motion A - Remuneration of Agents, Contractors, and Employees
      2. Motion B - Appointment of Auditors
      3. Motion C - Rules and Regulations

      Motion: To approve and move the motions, A, B, and C forward them to the 2013 AGM.
      Moved by:  Christopher Cope  (bz787)
      Seconded by:  Mike Kelly (fm342)
      VOTE: All in favor. 
      VOTE: Adopted  

      Motion: To appoint Graeme Beckett as the Chair of the 2013 AGM with the powers to appoint a Proxy Officer.
      Moved by:  Christopher Cope  (bz787)
      Seconded by:  Mike Kelly (fm342)
      VOTE: All in favor. 
      VOTE: Adopted  

      Motion: To appoint Jim Elder as the Returning Officer for the 2013 AGM.
      Moved by:  Christopher Cope  (bz787)
      Seconded by:  Mike Kelly (fm342)
      VOTE: All in favor. 
      VOTE: Adopted  
       

    2. 2012 Year End "Financial Review Engagement|" Discussion (Gary Eikenberry)

      KPMG is expected to shortly wrap up the NCF's year end financial review.

      Motion: To designate the President, Treasurer and Executive Director as the Audit Review Committee.
      Moved by:  Mike Kelly (fm342)
      Seconded by: Christopher Cope  (bz787)
      VOTE: All in favor. 
      VOTE: Adopted  
       

    3. Update from the Nominations Committee

      There was no formal report with Ken McCarthy unavailable to attend the meeting however it was noted that we have sufficient candidates.
       
  7. Announcements

    There were no announcements.
     
  8. Date of Next Meeting

    The next regular meeting will be April 16, 2013, NCF Offices, Suite 302 Trailhead Building.
     

  9. Adjournment

    The meeting adjourned at 10:50 p.m.

(Links that return 'not found' indicate documents that have not yet been provided by the author)