Hamilton Community Network 2001 Annual General Meeting 2001

Annual General Meeting - 2001 Minutes (Approved)
For the Fiscal year March 2000 - March 2001

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:

Bylaw 5.8.2

Change from:

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:

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.