ALGOMA DISTRICT COMMUNITY NETWORK (ADnet)

BOARD OF DIRECTORS MEETING

October 21, 2005

Algoma’s Water Tower Inn, Patio Room

360 Great Northern Road

Sault Ste. Marie, ON

6:00 pm to 9:30 pm

Name	ADnet Member Affiliation	Present/Regrets
Peggy Storey-Inkster, ADnet President	Sault College	Present
Rejean Raymond, ADnet Vice President	Dubreuilville	Present
Tom Marinelli, ADnet Director	OLGC	Present
Chris Wray, Interim Secretary/Treasurer	Michipicoten (Wawa)	Present
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
Hans Hinding, ADnet Director	Northern Credit Union	Regrets
Pav Pottekkat, ADnet Director	ADSB	Regrets
Charlie Whitfield, ADnet Director	SSM EDC	Present
Ralph Barker, ADnet Director	OLGC	Present
Staff
Wilf Lefresne, Executive Director	Staff	Present
Emile Malvaso, Market Development Officer	Staff	Present
Darlene Walsh, Administrative Assistant	Staff	Regrets

Peggy Storey-Inkster, President, opened the meeting at 6:00 pm.

Agenda

Motion 2005-15 Moved by: Chris Wray Seconded by: Rejean Raymond

BE IT RESOLVED THAT the Board of Directors accepts the agenda of October 21, 2005 as presented. Carried.

President’s Opening Remarks: Peggy Storey-Inkster

The President’s opening remarks provided commentary on the Northern Cellular Telephone project, more specifically the challenges with Superior Wireless Inc. (SWI) and the processing of claims with NOHFC. Discussion also centred on the notification of the delay in the Hornepayne and Dubreuilville towers. The President provided assurances that both she and the Executive Director are directly dealing with the management of SWI to resolve the issues.

The President provided a background of the up coming challenges and this meeting will provide direction for the organization through the business planning process.

The President indicated a desire to discuss BoD meeting schedules under new business

Approval of Minutes:

Members requested the minutes be modified by the addition of a record of the ADnet/SWI meeting held in Sault Ste. Marie on 19 May 05.

Motion: 2005 –16 Moved by: Charlie Whitfield Seconded by: Chris Wray

BE IT RESOLVED THAT the Board of Directors approve the Minutes of May 19^th, 2005 as presented and modified. Carried.

Business Arising From Minutes:

Update on Cellular Project –Wilf Lefresne (included in item 6):

.

a. The Executive Director (ED) formally advised the Board regarding the delay in the activation of the Hornepayne and Dubreuilville sites until 31 Dec 05. He expressed his frustration with the method used by SWI to communicate the change to ADnet staff as well as the way SWI communicates with the communities in question. The ED discussed these issues with SWI and has noticed a change for the better. The staff continues to discuss the project status with NOHFC staff on a regular basis to keep them fully informed.

b. The Board conducted a wide-ranging and extensive review of the cellular telephone project. Members discussed the wider impact of a contract default by SWI and how that may affect the ADnet/NOHFC contract. The Board requested that SWI provide definitive assurances that SWI has the wherewithal to complete the project. Board members expressed the view that it may be necessary to seek legal advice in the near future from the Legal Advisor concerning the ADnet/SWI and the ADnet/NOHFC contracts

2. Five Year Business Plan – Detailed discussion deferred to later in the meeting as a separate item; see details below.

a. Action Item: Members requested staff to provide details to the Executive Committee at their December meeting concerning the revenue projections for the Fiscal Year 2006 to ensure a degree of confidence that ADnet will have the financial resources to continue to operate.

b. Some members expressed the need to have a “winding up” process in place in the event that ADnet decides to cease operations.

Financial Report:

Financial statements were presented by Alan Frederick. Mr. Frederick expressed that the FAC meetings have taken place on a monthly basis since May 2005 and that the committee has thoroughly examined the financial statements presented.

Motion: 2005-17 Moved by: Alan Frederick Seconded by: Dan Friyia

BE IT RESOLVED THAT the Board of Directors approves the Financial Statements as of September 30^th, 2005. Carried.

Motion: 2005-18 Moved by: Chris Wray Seconded by: Alan Frederick

BE IT RESOLVED THAT the Board of Directors approves the following vouchers: 2005-05 ($488,250.12), 2005-06 ($20,007.98), 2005-07 ($26,998.96), 2005-08 ($618,399.86) and 2005-09 ($51,093.25). Carried.

Committee Reports:

Executive Directors Report: Wilf Lefresne

1. Copy of the report is attached

Allan Frederick left at 7:10 pm.

Executive Committee: No report

Telematics & Implementation Committee: No report

New Business:

1. The Board confirmed that travel reimbursement for BoD members remains in accordance with the published ADnet Travel Policy and members can be reimbursed for out-of-pocket expenses associated with ADnet business.

2. Members confirmed the requirement to hold BoD meetings outside the SSM area. Staff will plan to hold a spring 2006 meeting in Wawa.

3. Members directed that all BoD meetings will take place as per the calendar schedule provided by the ED without regard to the availability of a quorum. The electronic provisions of the By-law will be used to address quorum related issues.

This closed the regular business portion of the meeting. The Board then moved to a committee of the whole to hear a presentation by Charlie Whitfield on the ADnet business plan.

The full presentation completed with post meeting notes is attached.

President’s Closing Remarks: The President expressed her thanks for everyone’s participation and though the session was very successful.

Motion: 2005 – 19 Moved by: Rejean Raymond Seconded by: Charlie Whitfield

BE IT RESOLVED THAT the meeting close at 9:40 pm. Carried.

_____________________________________ ______________________________

Chairperson Peggy Storey-Inkster Recording Secretary Emile Malvaso