NCF Board of Directors
Minutes of Meeting
February 23, 2015 

SOME HIGHLIGHTS

• KPMG Audit completed
• 2016 Budget adopted.
• Nomination Committee Formulated.
• 2016 AGM Chair appointed.

Minutes of a meeting of the Board of Directors

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

INTRODUCTIONS

Board members present:
Christopher Cope (bz787) Chair
Tom Moore (fw054) 1st Vice-Chair
Peter Chapman (fx720) 2nd Vice-Chair
Lynn LaHam (fy504) Treasurer
Graeme Beckett (aw958) Secretary
Peter MacKinnon (fr198)
Phil Linttell (fx714)
Robert McRae (fy409)

Regrets:
Jennifer Barrigar (bc839)

NCF Management/Staff present:
Executive Director: Shelley Robinson

Guests:
Lauren Gardner
Ulyana Osorio

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 amended.
   Moved by: Peter MacKinnon (fr198)
   Seconded by: Lynn LaHam (fy504)
   VOTE: All in favor. 
   VOTE: Adopted
    
3. In Camera Session
   
   MOTION: To move in camera.
   Moved by: Peter Chapman (fx720)
   Seconded by: Phil Linttell (fx714)
   VOTE: All in favor. 
   VOTE: Adopted
   
   MOTION: To move out of camera.
   Moved by: Peter Chapman (fx720)
   Seconded by: Lynn LaHam (fy504)
   VOTE: All in favor. 
   VOTE: Adopted
   
   MOTION: Subject to her acceptance; to appoint Lauren Gardner to fill a vacant seat on the board.
   Moved by: Peter Chapman (fx720)
   Seconded by: Tom Moore (fw054)
   VOTE: All in favor. 
   VOTE: Adopted
   
   Lauren subsequently accepted the appointment.
    
4. Presentation: DiverseCity onBoard (Ulyana Osorio)
   
   DiverseCity onBoard matches qualified, pre-screened candidates from visible minority and underrepresented communities to volunteer board positions. It provides training in governance through an online learning campus supplemented by in-person discussions and events. DiverseCity onBoard works with Volunteer Ottawa and other organizations across Canada. The Board thanks Ulyana Osorio for her presentation. 
    
5. Review of the Minutes of the Previous Meeting
   
   MOTION: Motion to accept the minutes of December 15, 2015 as distributed.
   Moved by:  Lynn LaHam (fy504)
   Seconded by: Peter Chapman (fx720)
   VOTE: All in favor. 
   VOTE: Adopted
    
6. Ongoing Business 
    
   1. 2016 AGM Discussion
      
      MOTION: To appoint a Nomination Committee consisting of the Chair Peter Chapman, Peter MacKinnon and Phil Linttell.
      Moved by: Peter Chapman (fx720)
      Seconded by: Lynn LaHam (fy504)
      VOTE: All in favor. 
      VOTE: Adopted
      
      MOTION: To appoint Graeme Beckett as AGM Chair.
      Moved by: Peter Chapman (fx720)
      Seconded by: Lynn LaHam (fy504)
      VOTE: All in favor. 
      VOTE: Adopted
       
7. Reports  
    
   1. Executive Director's Report (Shelley Robinson)
      
      Shelley provided her ED report in advance of the meeting.
      
      Details:
      
      Operations
      - New PBX and handsets working well. Phone numbers to be ported to new provider for significant monthly savings. 
      - New office hours continue to see growth in usage.
      - Third circuit installed but not yet activated.
      - Paperwork re-submitted to turn off one of the dial-up PRI's.
      - The two current modems are: Wireless TP-Link 9970 for all ADSL/VDSL lines and non-wireless TP-Link 8816
      - Donations now suggested for configuring non-NCF modems.
      - Positive results on new process for accounts remaining unpaid for one week.
      - New process for accounts that are NSF using EFT more than once.
      - Office volunteer developed new client/server software for automatic order processing.
      - Lunch and Learn on HelpDesk best practices on dealing with incoming tickets.
      - Proactive work being done around members whose NCF data indicates potential DSL problems. 
      
      Fundraising/Donations
      - Once audit is done NCF can apply for Ontario Trillium funding.
      
      Communications/Outreach
      - Shelley attended Volunteer Ottawa DiverseCity onBoard recruitment session.
      
      HR
      - Switched to new health benefits provider Oaisis at lower cost/greater benefit & pooled with other NFP orgs.
      
      Administration
      - Audit conducted over a four day period in February.
      - Work finalized on pricing models.
      
      MOTION: To receive the Executive Director's Report
      Moved by: Graeme Beckett (aw958)
      Seconded by: Peter MacKinnon (fr198)
      VOTE All in favor.
      VOTE: Adopted
       
   2. 2016 Budget and Supporting Schedules (Pricing Strategy etc.)  (Shelley Robinson)
      
      The Executive Director provided a draft balanced budget based on her updated pricing model.
      
      MOTION: Motion to adopt the budget as agreed to during the presentation by the Executive Director.
      Moved by: Tom Moore (fw054)
      Seconded by: Peter Chapman (fx720)
      VOTE All in favor.
      VOTE: Adopted
       
8. New Business
    
   1. Audit Committee (Lynn LaHam)
      
      MOTION: Motion to permit the Treasurer to form an Audit Committee.
      Moved by: Tom Moore (fw054)
      Seconded by: Peter Chapman (fx720)
      VOTE All in favor.
      VOTE: Adopted
       
   2. Audit Update (Lynn LaHam)
      
      KPMG has completed their audit.
       
9. Announcements
   
   Bell is appealing the CRTC decision to allow small competitors access to to fibre to the premises.  On February 24 the city of Ottawa will be discussing a motion by councillor Jeff Leiper to support letting small Internet providers have access to Bell’s fibre optic network. (On February 24 the motion failed to win approval)
    
10. Date of Next Meeting
    
    The next regular meeting will be March 15, 2016, (later revised to March 22)
    NCF Offices, Suite 206 Richmond Square, 1305 Richmond Rd.
     
11. Adjournment
    
    The meeting adjourned at 10:23 p.m.