NCF Board of Directors
Minutes of Meeting
March 19, 2019 

SOME HIGHLIGHTS

• Expenditure for new website front end approved

Minutes of a meeting of the Board of Directors

The meeting was called to order at 7:22 p.m. with Chris Cope as Chair and Peter Chapman acting as Secretary for the meeting.

INTRODUCTIONS

Board members present:
Christopher Cope (bz787) Chair
Peter Chapman (fx720) 1st Vice-Chair
Peter MacKinnon (fr198) 2nd Vice-Chair
Sterling Jimenez (ga867) Treasurer
Martin Dubois (al432)
Diana Cantu (fz160)

Regrets:
Graeme Beckett (aw958) Secretary
Jennifer Barrigar (bc839)
Lauren Gardner (fy923)
Pete de Lepper (fx621)
Michael Chan (ga869)

NCF Management/Staff present:
Executive Director: Shelley Robinson

Guests:
Allen LeBlanc of Ideation, the consultant who assisted with creation of the Strategic Plan.

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 circulated agenda was adopted without comment.
    
3. Review of the Minutes of the Previous Meeting
   
   Minutes of previous meeting were accepted without comment.
    
4. Strategic Planning discussion. (in-camera)
   
   Motion: To go into camera for the strategic planning discussion.
   Proposer: Diana Cantu
   Seconder: Martin Dubois
   The motion was carried.
    
5. Reports  
    
   1. Executive Director's Report (Shelley Robinson)
      
      Shelley distributed her ED report in advance of the meeting for both the open and in-camera sessions of the meeting. 
      
      ●  This month's discussion on reports will be limited to significant items on an exception basis in order to allow sufficient time to address the strategic planning portion of the meeting.
      
      Select Highlights from ED Report
      
      DSL MEMBERS:
      Jan 1/19: 3321
      Feb 1/19: 3321
      Mar 1/19: 3324
      Projection for Mar 31: 3321
      As of Mar 1/18: 3284
      As of Mar 1/17: 3089
      As of Mar 1/16: 2977
      
      Operations:
      ●  Net subscription growth is static, better than if it were dropping but we would rather have net positive growth
      ●  Smart-RG 506 modems available and selling well, new modem available soon
      ●  Scotiabank finally fixed our pre-authorized debit (PAD) issues that ranged from late December to late January
      ●  We had two server crashes in March, both affecting email access – both were fixed within a few hours and we have made changes to ensure greater resilience moving forward
      
      There was no discussion on the Executive Director's report.
       
6. Ongoing Business
    
   1. None
       
7. New Business 
    
   1. Capital expenditure for development of web site front end
      
      An RFP had been submitted to ten local companies considered suitable to develop the web site front end. The stated budget was $25K. All ten had chosen to “no bid”, it is believed due to the requirements exceeding the suggested budget. Subsequently a proposal has been received from a company based in Calgary, who will develop this for the sum of $31K.
      
      Motion: To approve the expenditure of $40K total for this project, this sum including some additional expensed and resources.
      Proposer Diana Cantu
      Seconder Sterling Jimenez
      The motion was carried.
       
   2. 2019 AGM Discussion and Dates
      
      Discussion around possible dates. Suggested were May 22 to 27 or May 29 to June 5. It was confirmed that these dates meet the window of the legal requirement. It was decided to select the week of May 29 to June 5.
      
      Nominations for election of board members
      
      A number of board positions are up for re-election.
      
      Discussion have been held with Diversity and Leadership Ottawa, an organization that searches for potential board members for not for profit organizations. Contact is being re-established with Diversity and Leadership Ottawa to connect them with the nominations committee.
      
      Motion to adopt the dates for the AGM was proposed
      Proposer Martin Dubois
      Seconder Diana Cantu.
      The motion was carried.
       
   3. AGM: Appointment of Officers
      
      The appointment of the chair of the AGM was deferred until the next meeting.
       
   4. Nominations Committee
      
      Suggested: Chair Peter Chapman
      
      Member: Peter MacKinnon
      Member: Martin Dubois
      
      Motion: To appoint the members of the nominations committee with the committee having the discretion to appoint further members, was proposed.
      Proposer Peter MacKinnon
      Seconder Diana Cantu.
      The motion was carried.
       
   5. Board Member Attendance
      
      It is suggested that if a board member is unable to attend three or more consecutive meetings, other than due to unexpected emergencies, they be asked to resign from the board.
       
   6. Duration of term of board members
      
      It was requested that the Executive Director (Shelley) research duration of office of other not-for-profit boards. As an example the Ottawa Humane Society limits board term to 2 years, with a break of one year before that member may be considered for a second term.
      
      A recommendation to be discussed at the next meeting.
       
8. Announcements
   
   There were no NCF announcements.
    
9. Date of Next Meeting
   
   The next regular meeting will be April 16, 2019.
   Location: NCF Offices, Suite 206 Richmond Square, 1305 Richmond Rd.
    
10. Adjournment
    
    The meeting adjourned at 9:19 p.m.