Hamilton Community Network 2001
Annual General Meeting
Wednesday, September 19, 2001
Hamilton Public Library Rooms A & B
7:00 p.m.
Board Members Present: Doug Landgraff, Matt Kelly, Christine
Swenor, Dave Wells, Margaret Van der velde, Bill Barnard, Nicholas
Solntseff
Staff Present: Valerie Ramsay-Brown, Pete Koning, Jeff
Cunningham, Cindy Williamson
Members present number 24 with 10 proxies.
The meeting was convened at 7:00 p.m.
1. Welcome and Introductions from the President.
On behalf of Doug Landgraff, President and Vice-President, Christine
Swenor, welcome members and volunteers to the 5th Annual General
Meeting.
2. Approval of the 2000 Annual Meeting Minutes.
A motion was presented to approve the minutes from the 2000 Annual
General Meeting held September 13, 2000.
MOVED BY Bill Barnard AND SECONDED BY Nicholas Solntseff THAT THE
2000 ANNUAL GENERAL MINUTES BE APPROVED.
MOTION CARRIED.
3. Financial Statements and Report of the Auditors.
A summary of HWCN’s Revenue, Balance Sheet and expenses was
presented by the Auditor, Graham Burchell.
A motion was presented to approve the financial statements for
the fiscal period ending February 28, 2001. MOVED BY Valerie Ramsay-Brown
AND SECONDED BY David Wells TO ACCEPT THE AUDITOR’S FINANCIAL
STATEMENTS.
MOTION CARRIED.
4. Appointment of Auditors.
A motion was presented to appoint Graham Burchell, CA as auditor
and to authorize the Board of Directors to fix the remuneration.
MOVED BY Charles Gregory AND SECONDED BY Pete Koning TO APPOINT
GRAHAM BURCHELL, CA AS AUDITOR AND TO AUTHORIZE THE BOARD OF DIRECTORS
TO FIX THE REMUNERATION.
THE MOTION WAS CARRIED with NONE AGAINST.
5. Approval of HWCN By-Law Changes
Motion by the Board of Directors to approve the amendments made
to the By-Laws effective September 19, 2001.
By-Law Amendments.
Bylaw 5.8.1
Change from:
5.8.1 The Executive Director, together with the President or such
other officer of the Corporation as may have been authorized by
the Board, shall sign such contracts, documents or instruments in
writing as require his or her signature. The Executive Director
shall be responsible to the Board for the co-ordination of all affairs
of the Corporation. In all matters affecting the Corporation, the
Executive Director shall be deemed to be an agent of the Corporation
acting under the authority and at the express intention and express
direction of the Board or any committee thereof, as the case may
be.
Change to:
5.8.1 The Executive Director, together with the President or such
other officer of the Corporation as may have been authorized by
the Board, shall sign such contracts, documents or instruments in
writing as require his or her signature. The Executive Director
shall be responsible to the Board for the co-ordination of all affairs
of the Corporation. In all matters affecting the Corporation, the
Executive Director shall be deemed to be an agent of the Corporation
acting under the authority and at the express intention and express
direction of the Board.
Bylaw 5.8.2
Change from:
5.8.2 In addition to any other authority or duties conferred by
direction of the Board, the Executive Director shall exercise general
and active supervision over:
a) the selection, employment, supervision and discharge of all employees,
subject to ratification of same by the Board;
b) the preparation and submission of such reports and statements
as the Board may from time to time direct be prepared and submitted
to the Board, to any director or officer of the Corporation or to
any meeting of the members of the Corporation;
c) the preparation of the annual budget for the Corporation, showing
expected revenues and expenditures; and
d) the safe keeping and good state of repair of all physical properties
of the Corporation.
Change to:
5.8.2 In addition to any other authority or duties conferred by
direction of the Board, the Executive Director shall exercise general
and active supervision over:
a) the selection, employment, supervision and discharge of all employees.
b) the preparation and submission of such reports and statements
as the Board may from time to time direct be prepared and submitted
to the Board, to any director or officer of the Corporation or to
any meeting of the members of the Corporation;
c) the preparation of the annual budget for the Corporation, showing
expected revenues and expenditures; and
d) the safe keeping and good state of repair of all physical properties
of the Corporation.
Bylaw 5.9
Change from:
5.9 President. The President, together with the Executive Director
or such other officer of the Corporation as may have been authorized
by the Board, shall sign such contracts, documents or instruments
in writing as require his or her signature. The President shall
be responsible to the Board for the supervision of all affairs of
the Corporation and, in particular, the activities of the Executive
Director. In all matters affecting the Corporation, the President
shall be deemed to be an agent of the Corporation acting under the
authority and at the express intention and express direction of
the Board or any committee thereof, as the case may be.
Change to:
5.9 President. The President, together with the Executive Director
or such other officer of the Corporation as may have been authorized
by the Board, shall sign such contracts, documents or instruments
in writing as require his or her signature. In all matters affecting
the Corporation, the President shall be deemed to be an agent of
the Corporation acting under the authority and at the express intention
and express direction of the Board or any committee thereof, as
the case may be.
Bylaw 5.9.1
Change from:
5.9.1 In addition to any other authority or duties conferred by
direction of the Board, the President shall exercise general and
active supervision over:
a) the formation of a special ad hoc committee, from year to year,
which may include either the President or Vice-President and two
other directors of the Corporation, for the establishment of salaries
and any other administrative matters affecting the establishment
and maintenance of the head office of the Corporation and the personnel
employed therein. The Executive Director shall be an ex officio
non-voting member of this committee but shall, at the request of
the committee, withdraw from the meeting when matters concerning
the Executive Director's own compensation and performance are discussed;
and
b) the review of such reports and statements prepared by the Executive
Director as the Board may from time to time direct be prepared and
submitted to the Board, to any director or officer of the Corporation
or to any meeting of the members of the Corporation; and
c) the setting of the agendas for meetings of the Board.
Change to:
5.9.1 In addition to any other authority or duties conferred by
direction of the Board, the President shall exercise general and
active supervision over the setting of the agendas for meetings
of the Board.
Bylaw 9.2
Change from:
9.2 Classes of membership. There shall be three classes of membership
in the Corporation, namely:
9.2.1 Basic Members,
9.2.2 Voting Members; and
9.2.3 Honorary Members.
Change to:
9.2 Classes of membership. There shall be two classes of membership
in the Corporation, namely:
9.2.1 Voting Members; and
9.2.2 Honorary Members.
Bylaw 9.3
Remove 9.3 Basic Members, from the by-laws.
Bylaw 9.4
Change from:
9.4 Voting members. Voting members shall be those individuals,
companies, corporations, partnerships, sole proprietorships and
unincorporated associations, normally resident or with a place of
business within the local telephone calling area of the City of
Hamilton, who have filed an application for such membership with
the Corporation, paid the required fee and who have been appointed
as voting members by the Board.
Change to:
9.4 Voting members. Voting members shall be those individuals,
companies, corporations, partnerships, sole proprietorships and
unincorporated associations, who have filed an application for such
membership with the Corporation, paid the required fee. Honorary
members shall be entitled to vote.
Bylaw 10.8.1
Change from:
10.8.1 Every question submitted to any meeting of members shall
be decided by a majority of votes given on a show of hands unless
otherwise specifically provided by statute or by these by-laws.
In case of an equality of votes, the Chairman of the meeting shall
not have, both on a show of hands and on a poll, a second or casting
vote. Each voting member shall be entitled to one vote if present
at a meeting in person or by proxy. Basic members and honorary members
shall not be entitled to vote.
Change to:
10.8.1 Every question submitted to any meeting of members shall
be decided by a majority of votes given on a show of hands unless
otherwise specifically provided by statute or by these by-laws.
In case of an equality of votes, the Chairman of the meeting shall
not have, both on a show of hands and on a poll, a second or casting
vote. Each voting member shall be entitled to one vote if present
at a meeting in person or by proxy.
All references in the Bylaws to Basic members will be removed.
MOTION BY THE BOARD OF DIRECTORS TO APPROVE THE AMENDMENTS MADE
TO THE BY-LAWS EFFECTIVE SEPTEMBER 19, 2001 MOVED BY Matt Kelly
AND SECONDED BY Valerie Ramsay-Brown.
MOTION CARRIED.
6. Reports
6.1 Presidents Report – Presented by Doug Landgraff
A year ago when I addressed this assembly I spoke about building
on strong foundations laid by past Board members, along with the
growth and maturity that result. I spoke of our adoption of the
Carver Model of Governance to allow for a more streamlined organization
that would allow the Executive Director to act upon opportunities
that presented in a more timely fashion. I said that we would continue
working to fine-tune our efforts in this regard and forecasted an
exciting future. I promised that the Board would keep open minds
and would continue to develop opportunities that come to us.
I think that my predictions have been borne out. It has been an
exciting year. During this period we have had three Board members
resign. We were able to continue our work on the Carver Model and
had almost completed the process. Some finishing touches remained
before we moved on to a review of the strategic plan. In preparation,
we had begun brainstorming on strategic planning issues, when Val
approached me with her resignation. Val graciously offered to remain
as our interim E.D. until a replacement could be found. The Board
took advantage of this opportunity, and we owe Val a debt of gratitude.
It goes to prove the adage that the only thing you can count on
in life is change. One more somber note, this was dramatically demonstrated
last Tuesday, September 11th with the collapse of the twin towers
of the World Trade Centre. This event brought to mind the words
of Hurricane Carter, who, when speaking at a function last June,
stated that we live in a world of illusion. He said, in essence,
even the building we are in today could be gone tomorrow; this statement
seems rather prophetic in retrospect.
So tonight I come to you at a time of change. We have a new Executive
Director, Linda Lopinski. Linda comes to us as a high-energy Marketing
and Public Relations professional. She has worked with the Business
Education Council of Niagara, the Hamilton Spectator, and Victoria
Park Community Homes. She has lots of experience with non-profit
organizations and has earned the respect of supervisors and co-workers.
She comes highly recommended.
During the transition, Val and Linda have maintained close communications.
Val had started some advertising initiatives that continue under
Linda’s direction. The Trillium Domain name Hosting and the
Volnet Program are in their final stages and are winding down. The
Board has delayed the final stages of the Governance changeovers
to allow for Linda’s participation in the development of Ends
and Means. It was also felt that the review of our strategic plan
should involve Linda. The thing I respect about Linda, though, is
that in spite of the difficult adjustment she has had to make in
taking over the Executive Director’s position, she has already
started developing ideas for partnerships and soliciting seed money
for our next project. I’m sure that she will be announcing
something new in the new future.
I would like to end by reminding you of a statement I made last
year. Today, ideas are the driving force of commerce. Growth of
ideas can be compared to the growth of a virus, being nurtured and
strengthened by “sneezers” or “champions”
until they reach a critical mass. We need the participation of our
members, not just as volunteers, but also as generators of ideas
and suggestions. I look forward to another exciting year, with new
energy and a different outlook provided by our new Executive Director.
6.2 Committee Reports
6.2.1 Information Committee – Steven Nagy
6.2.2 Technical Committee – Pete Koning
6.3 Executive Directors Report – Valerie Ramsay-Brown
I’d like to thank all the volunteers for all their time
they have given us, in trying to make the Community Net a source
of information for Hamilton. We now have over 50 Domains and 100
Volnets online. There will be more digital lines being added in
the following months. We have a new site with revamped help pages
for all our members and new brochures coming out soon. I will miss
everyone.
Now I would like to officially hand over the reins and introduce
the new Executive Director, Linda Lopinski.
New Executive Director – Linda Lopinski
I am looking forward to working with the Community Net Board of
Directors, as well as all the volunteers and staff.
6.4 Open Question and Discussion Period.
New virus brought to the members attention by Charles Gregory.
It is called Swiss Army knife Virus. To find out if you have the
virus do a search for a file using the following, r*.eml. Please
take a look at our Virus information online.
7. Nomination Committee Report and Election of Directors.
The Nominations Committee of the Hamilton CommunityNet is pleased
to present the following slate of candidates for membership approval:
Re-election Candidates
- Bill Barnard
- Christine Swenor
- David Wells
- Bill Guise
- Robert Allan
New Candidates:
- George Geczy
- Valerie Ramsay-Brown
- Krista Shauss
- Dan Trottier
A MOTION WAS PRESENTED TO ACCEPT THE SLATE OF CANDIDATES MOVED
BY Charles Gregory AND SECONDED BY Ann Hogan.
MOTION CARRIED.
Drawing of the prizes:
Year of free Internet Service – AA325
TigCat Tickets – B. Minors
8. Adjournment
The meeting was adjourned at 8:50 p.m.
MOVED BY Dan Trottier AND SECONDED BY Christine Swenor THAT THE
2001 ANNUAL GENERAL MEETING BE ADJOURNED.
MOTION CARRIED.
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