NCF Board of Directors
Minutes of Meeting
January 28, 2014 

SOME HIGHLIGHTS

• Work nearing completion on the updated draft by-laws for the new Not-for-Profit Corporations Act.
• The Executive Director recommends changes changes to NCF's operational structure.
• Officers and Chair of the AGM appointed.

Minutes of a meeting of the Board of Directors

The meeting was called to order at 7:02 p.m. with Gary Eikenberry as Chair and Graeme Beckett as Secretary.

INTRODUCTIONS

Board members present:
Gary Eikenberry (aa353) President
Peter MacKinnon (fr198) 1st Vice-president
Mike Kelly (fm342) 2nd Vice-president
Alan McRae (fl334) Treasurer
Graeme Beckett (aw958) Secretary
Christopher Cope (bz787)
Tom Moore (fw054)

Regrets:
Ken McCarthy (fr786)
Amy Yee (fp017)
Michael Weiss (ft850)

NCF Management/Staff present:
Executive Director: Tony McNeill

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  .

   MOTION: To accept agenda as circulated.
   Moved by: Christopher Cope (bz787)
   Seconded by: Peter MacKinnon (fr198)
   VOTE: All in favor. 
   VOTE: Adopted
    

3. Review of the Minutes of the Previous Meetings
   
   Minutes of November 19, 2013
   
   MOTION: Motion to adopt the minutes of November 19, 2013 as circulated.
   Moved by: Mike Kelly (fm342)
   Seconded by: Alan McRae (fl334)
   VOTE All in favor.
   VOTE: Adopted
   
   Minutes of December 13, 2013
   
   MOTION: Motion to adopt the minutes of December 13, 2013 as circulated.
   Moved by: Peter MacKinnon (fr198) 
   Seconded by: Alan McRae (fl334)
   VOTE All in favor.
   VOTE: Adopted
    
4. Reports 
   1. Executive Director's Report (Tony McNeill)
      
      The Executive Director circulated his report in advance of the board meeting.
      
      Highlights
      
      DSL revenue continues at a steady monthly state with a note on the expense side that in February the rent increases and the bill from KPMG for the Financial Review Engagement will be due. Net DSL subscriptions remain steady with a positive note that DSL churn rates for January are looking better likely due to the increased DSL portfolio. On the technical front the DSL throughput has significantly improved since the last board meeting. Monitoring and analysis continues.
      
      The new NCF office signs are up and the office is now open Saturdays 9am to 1pm. In addition to easier access for members this will also allow for greater access by new casual drop-ins.  
      
      The NCF`s volunteer Help Desk has been increased with many excellent and experienced volunteers though it's still a work in progress.  In addition further work need to be done on the ticketing system. Tony noted that call rates to the Help Desk for dial-up are very low. Focus continues on operations and increasing membership while also investigating community projects.
      
      The Executive Director spoke of the need for changes to the operational structure of the NCF. Defining roles, implementation procedures and goals.
      
      MOTION: To endorse the changes to the operational structure of the NCF as recommended by the Executive Director.
      Moved by:  Christopher Cope  (bz787)
      Seconded by:  Peter MacKinnon (fr198) 
      VOTE All in favor.
      VOTE: Adopted
      
      MOTION: To accept the Executive Director's Report.
      Moved by:  Peter MacKinnon (fr198) 
      Seconded by:  Christopher Cope  (bz787)
      VOTE All in favor.
      VOTE: Adopted
       
5. Ongoing Business  
    
   1. 2014 Budget Discussion (Tony McNeill)
      
      The 2014 draft budget will be revisited after the Executive Director has an opportunity to meet with Bell's wholesale representatives and re-examine NCF's DSL packages. There are also changes within the operational structure of the NCF to implement.
       
   2. Treasurer's Perspective on Year End Financials (Alan McRae)
      
      This item was deferred to the next meeting to allow the the Treasurer sufficient time to review the latest financial statements.
       
   3. NCF Anniversary Planning Update  (Tony McNeill)
      
      The date of April the 3 has been set and a venue has been established. Work is ongoing in establishing guest speakers, display tables and booths.
       
   4. Strategic Planning Committee Update (Peter MacKinnon)
      
      It was agreed that this item will be deferred to a meeting later in the year.
       
   5. Nominating Committee Update (Chris Cope)
      
      Chris Cope provided an update on some of the board members with expiring terms. Discussion ensued on methods to encourage and locate further participants.
       
   6. New Not-for-Profit Corporations Act (Mike Kelly)
      
      As a not-for-profit corporation the NCF must comply with the new Not-for-Profit Corporations Act (Assented to 2009-06-23) by October of 2014. Mike Kelly provided the board with a draft set of revised by-laws for discussion purposes. Beyond discussion of the proposed draft by-laws, discussion on procedure, the AGM, and NCF's audit ensued and Mike will follow up and report at the next board meeting.
      
      The Board heartily thanked Mike for his ongoing research and recommendations!
       
6. New Business
    
   1. 2013 Year End "Financial Review Engagement" Discussion (Gary Eikenberry)
      
      The Chair will coordinate with the Executive Director and Treasurer to set a date for the meeting with KPMG to discuss the results of the NCF`s Financial Review Engagement. 
       
   2. 2014 AGM Discussion - Appointments
      
      The Board requires several appointments be filled to process our AGM. 
      
      MOTION: To appoint Graeme Beckett as AGM Chair, Peter MacKinnon as the Officer in Charge of Proxies, and Jim Elder as the Returning Officer and Website coordinator.
      Moved by:  Christopher Cope  (bz787)
      Seconded by:  Mike Kelly (fm342)
      VOTE All in favor.
      VOTE: Adopted
       
   3. Discussion of the Previous Year's 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

      The NCF has the above three annual motions for the membership to vote on. 
      
      MOTION: To approve the three AGM motions be moved forward to the AGM.
      Moved by: Christopher Cope (bz787)
      Seconded by: Peter MacKinnon (fr198)
      VOTE: All in favor. 
      VOTE: Adopted
       

7. Announcements
   
   There were no announcements.     
    
8. Date of Next Meeting

   The next regular meeting will be February 25, 2014,
   NCF Offices, Suite 206 Richmond Square, 1305 Richmond Rd.
    

9. Adjournment
   
   The meeting adjourned at 10:15 p.m.

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