ALGOMA DISTRICT COMMUNITY NETWORK (ADnet)

BOARD OF DIRECTORS MEETING

February 3, 2005

Bridge conference call hosted by Tom Marinelli

7:40 am to 8:50 am

 

Name

ADnet Member Affiliation

Present/Regrets

 

 

 

Tom Marinelli, ADnet President

OLGC

Present

Peggy Storey-Inkster, ADnet Vice-President

Sault College

Present

Chris Wray, Interim Secretary/Treasurer

Michipicoten (Wawa)

Regrets

Art Callegari, ADnet Director

HSCDSB

Regrets

Jerry Dolcetti, ADnet Director

City SSM

Regrets

Allan Frederick, ADnet Director

SSM PUC

Present

Dan Friyia, ADnet Director

SE CFDC

Present

Lynn MacKenzie, ADnet Director

Algoma Family Serv. 

Present

Pav Pottekkat, ADnet Director

ADSB

Regrets

Rejean Raymond, ADnet Director

Dubreuilville

Present

Charlie Whitfield, ADnet Director

SSM EDC

Present

 

 

 

Observer(s)/Delegates 

 

 

 

 

 

Staff

 

 

Wilf Lefresne,  Executive Director

Staff

Present

Emile Malvaso, Market Development Officer

Staff

Present

Darlene Walsh, Administrative Assistant

Staff

Present

 

Tom Marinelli, President, opened the meeting at 7:40 am.

 

Approval of Agenda

 

Tom asked that the line item “Interim Executive Director” under Business Arising be moved to the end of the meeting for a closed (in camera) meeting. Members approved the move.

 

President’s Opening Remarks

 

Tom reviewed the last couple of months of activity and thanked the Board members and staff for their united effort during Wilf’s sick leave.  He stated that the meeting in Wawa on January 12, 2005 with the Northern Mayor and Reeves was successful.  The past two months revealed that ADnet has talented people, both Board members and staff.  Tom felt that ADnet’s method of communication between Directors and staff has some gaps that require attention.  There appears to be a lack of understanding of the accountability of the each of the roles within ADnet (both at Board and Staff level). He is committed to improving the understanding of accountabilities and improving communication between Board and staff. Tom requests the Board’s assistance in these areas. The Board has got away from regularly scheduled meetings. There needs to be regular Board meetings and the Executive will be meeting bi-weekly starting the week of February 14th, 2005.  Allan Frederick asked for clarification on the “lack of accountability”.  Tom replied that Directors were not replying to emails from staff.   Allan stated that he believed that Board policy was “no comment meant consent”.  Tom replied that if that is the case then members should at least state “no comment” so staff knows that the request was reviewed.  Lynn MacKenzie agreed with Tom, but there could be a misunderstanding at Board due to previous instructions. It is recommended that the communications between Board and staff be reviewed and communication change its correspondence policy developed.

 

(NEXT STEP: Review correspondence policy to clarify silence procedure versus written acknowledgements.)

 

Approval of Minutes

 

Motion: 20050-01      Moved: Allan Frederick        Seconded: Peggy Storey-Inkster

 

Be it resolved that the Board of Directors approves the Minutes of November 25, 2004 as presented.  Carried.

 

Business Arising From Minutes

 

  1. CELLULAR PROJECT – Wilf Lefresne, Executive Director, stated that Emile Malvaso is the administrative lead on this project.  Emile has weekly project coordinating teleconferences with John Lyon of SWI.  ADnet has received the Northern Ontario Heritage Fund Corp (NOHFC) advance project payment of $1,500,000.00 and it is presently deposited in ADnet’s daily interest account.  Staff has compiled investment information and will forward it to the Finance Committee for a decision.  Superior Wireless Inc will be sending ADnet a claim to complete the FedNor Contract requirements.  Tom asked if the project is proceeding on schedule and if there were any possible problems.  Emile stated that there are no concerns to date and with the weekly meetings, any should be taken care of quickly.  Wilf stated that there are three new tower construction sites and one of them is in Chapleau. New tower construction is the most likely source of project delay.

NEXT STEP:  Send investment information to Finance Committee

 

 

  1. PROGRESS OF INTERN PROJECT – Wilf stated that this project is on hold until ADnet has a 5 year business or stabilized operational contributions.

 

  1. LIBRARY PROJECT – Emile Malvaso, Market Development, stated that ADnet has submitted the claim for October to December 31, 2004 to the Southern Ontario Library Service (SOLS) and we are awaiting payment which will close out the 2004 contract.  SOLS was to develop a new contract for January to August 2005; we are awaiting this document.  ADnet does have both written and oral confirmation that the project will go forward.  Tom asked who is accountable for the service if SOLS backs out.  Emile stated that SOLS will not commit to a project unless they already have the funds in the bank and he believes that where will probably be an extension of the contract.

NEXT STEP: Staff will write a letter to the Libraries, informing them of the current situation.

  1. FIVE YEAR BUSINESS PLAN – Charlie Whitfield stated that he asked members for comments on Strategy Planning Session documents and he received none. 

 

NEXT STEP: He will be sending out a chart for comments to the members.

 

  1. OPERATIONAL CONTRIBUTION – Charlie Whitfield – This document will be treated separately from the Cellular Project and will be a financial contract. Superior Wireless Inc believes that the contribution is tied to their profit from the project.  ADnet believes that we need a substantial amount for our operations; no dollar amount has been stated at this time.  Charlie reminded members that this is confidential.  It will be a straight contribution not a lease back agreement, Charlie stated that there will be a discussion on numbers next week.

 

NEXT STEP: Charlie will discussion numbers (amount) with SWI week of Feb 7, 2005.

 

Financial Report

 

Motion: 2005 -02                   Moved: Lynn MacKenzie     Seconded: Allan Frederick

 

Be it resolved that the Board of Directors approves that Financial Statement of December 31, 2004 (un-audited) as presented.  Carried.

 

 

Motion: 2005 -03           Moved: Allan Frederick            Seconded: Rejean Raymond

 

Be it resolved that the Board of Directors approves Voucher 2004-11 ($14,872.76) and Voucher 2004-12 ($113,362.23).  Carried.

 

 

2005 BUDGET – the 2005 Draft budget will be ready for the Finance Committee next week.

 

NEXT STEP: Send 2005 draft budget to Finance Committee members week of the Feb 14th

 

 

Committee Reports

 

EXECUTIVE DIRECTOR - Wilf Lefresne

Report will be provided at the next Board Directors meeting and it will include      activities for January and February.

 

EXECUTIVE COMMITTEE – Tom Marinelli

There were two committee meetings on December 2 and December 22, 2004 agenda items for discussion were Interim Director and Destiny Sault Ste. Marie Request for Proposal.  Tom felt that ADnet proved itself credible with our submission was short listed before coming in second to BLCT Consulting.

 

 

FINANCE AND ADMINISTRATION COMMITTEE – Allan Frederick

The committee has asked the Executive Director and President for staff appraisals.           

 

NEXT STEP: Wilf and Tom to submit staff appraisals to committee ASAP.

 

 

TELEMATICS AND INPLEMENTATION COMMITTEE – Charlie Whitfield

            Reviewed the current projects. No issues to report at this time.

 

COMMUNICATION COMMITTEE - none

           

NEXT STEP:  Tom will contact the members and discuss what action if any is in the works.

 

New Business

 

INSURANCE – Tom asked the Finance Committee to review information on independent contractor or employee insurance and develop a policy for a Board decision. 

 

NEXT STEP: Tom will provide emails that he has received on insurance and Lynn will have Algoma Family Service (AFS) Business Manager call Tom to explain what AFS does.

 

NOMINATIONG COMMITTEE

 

Motion: 20050-04      Moved: Allan Frederick        Seconded: Peggy Storey-Inkster

 

Where as in accordance with policy the President appointed a Nominating Committee for the year 2005 consisting of Directors Art Callegari, Dan Friyia, Pav, Pottekkat, Rejean Raymond, Peggy Storey-Inkster and Chris Wray and

 

Where as in accordance with policy the President appointed Rejean Raymond as chair of the Nominating Committee and Rejean Raymond accepted said appointment and

 

Where as the Nominating Committee will fulfill such duties as may from time to time be placed before it by the Board of Directors or the Executive on behalf of the Board of Directors;

 

Be it resolved that the Board of Directors confirms the appointment of the Nominating Committee as made by the President and therefore the Nominating Committee for the year 2005 shall consist of Directors Art Callegari, Dan Friyia, Pav Pottekkat, Rejean Raymond, Peggy Storey-Inkster and Chris Wray and be chaired by Rejean Raymond.   Carried.

 

Tom Marinelli asked that Charlie Whitfield, Wilf Lefresne, Emile Malvaso and Darlene Walsh leave the meeting (teleconference) as the remaining Directors were going into closed (in camera) session.  Tom noted that he would take notes of the closed session.

 

Meeting adjourned at 8:50 am to closed session.

 

Contact information               Tom Marinelli

 

Work: 416-224-7100              Home: 905-877-1896              Cell: 416-817-6737

Fax: 416-224-7042

 

 

 

 

 

_____________________________________                      ______________________________

 

Chairman Tom Marinelli                                                            Recording Secretary Darlene Walsh