ALGOMA DISTRICT COMMUNITY NETWORK (ADnet)

BOARD OF DIRECTORS MEETING

March 22, 2005

Ontario Lottery & Gaming Corporation

70 Foster Drive, Architect Meeting Room

12:20 pm to 1:55 pm

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)	Present
Art Callegari, ADnet Director	HSCDSB	Regrets
Jerry Dolcetti, ADnet Director	City SSM	Regrets
Allan Frederick, ADnet Director	SSM PUC	Regrets
Dan Friyia, ADnet Director	SE CFDC	Teleconference
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	Teleconference
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 12:20 noon.

President’s Opening Remarks

Tom requested the addition of an “in camera” session to the agenda under New Business. ADnet needs to have action items list clearly defining activities: date for completion and who is responsible. It applies to both Board members and staff activities equally. (Post-meeting clarification: The President and Executive Director agreed that the list would include all actions items identified at BoD meetings, items of organizational wide interest identified during Executive Committee meetings and items specifically agreed to by the President and Executive Director.) Tom and Wilf continue to meet (teleconference) on a regular basis. One of their major items is to formulate a “RASCI” chart policy. (for explanations see http://www.smci-doc.nl/r_a_s_c_i_l_method.dwt) The Executive Committee is meeting bi-weekly. The Cellular project requires ADnet to pay close attention to Superior Wireless Inc.’s (SWI) style of project management. Tom does not feel confident that SWI will meet the timelines that ADnet has committed too. Tom believes that there will have to be a “face to face” open discussion with Don Wing, SWI, to ensure a mutual understanding of what is expected.

Approval of Agenda

Agenda approved by consensus with the addition of a closed session under New Business.

Approval of Minutes

Motion: 2005-05 Moved by: Chris Wray Seconded by: Peggy Storey-Inkster

BE IT RESOLVED THAT the Board of Directors approve the Minutes of February 03, 2005 as presented. Carried.

Business Arising From Minutes - Covered under Committee reports.

Lynn MacKenzie arrived at 12:35 pm.

Financial Report

Motion: 2005 - 06 Moved: Chris Wray Seconded: Rejean Raymond

Be it resolved that the Board of Directors approves that Financial Statement of February 28, 2005 as presented. Carried.

Motion: 2005 - 07 Moved: Chris Wray Seconded: Peggy Storey-Inkster

Be it resolved that the Board of Directors approves Voucher 2005-01 ($16,526.46) and Voucher 2004-02 ($48,733.25). Carried.

Emile reviewed the 2005 Budget with the members. Tom Marinelli asked why there was no amount budgeted under Carrier Contribution or Project Management. After a discussion the members decided to input $20,000 under Carrier Contribution (Cellular) and $15,000 under Project Management (Library). The members agreed that ADnet’s focus in 2005 must be to generate sufficient revenue to cover operating cost. Staff will make the amendments to the revenue section of the budget.

ACTION ITEM: Staff to make amendments to the budget and provide it to members.

Motion: 2005-08 Moved by: Chris Wray Seconded by: Lynn MacKenzie

BE IT RESOLVED THAT the Board of Directors approve the revised 2005 Budget. Carried.

Wilf Lefresne informed the members that the Finance Committee approved the investment of the Northern Ontario Heritage Fund Corp. (NOHFC) advancement of $1,500,000.00 (re: Cellular project) into a daily interest account with Manulife Bank at a current rate of 2.45% (managed by Money Concepts). Staff has deposited the funds in Manulife Bank and all transactions will be done electronically. He noted that NOHFC has requested that ADnet forward documentation on the interest earned. Staff will track the interest separately from any other interest earned.

Committee Reports

NOMINATING COMMITTEE: Rejean Raymond

The committee polled all out going Directors on their desire to stand for re-election. Lynn MacKenzie declined the invitation as she doesn’t have the time to commit to ADnet and with the resignation of Greg Punch the committee has been and still is requesting names of possible candidates to fill two directors’ seats. There were a couple of suggestions and the report must be forwarded to Wilf by April 1, 2005.

ACTION ITEM: Nominating Committee to provide report to Wilf by April 1/05

Charlie Whitfield left the meeting at 12:55 pm

EXECUTIVE DIRECTOR - Wilf Lefresne

Audit Report: Staff has received the first draft and the second draft will be forwarded shortly; at that time the Finance Committee will be briefed by KPMG. If it is approved than the Board of Directors will be asked to give their approval. The Board approval may have to be done by teleconference as the audit report must be included in the Annual Report for the Annual General Meeting on April 21, 2005.

ACTION ITEM: Request Draft 2 (Darlene) for distribution to Finance Committee.

Executive Director’s Report: Wilf provided an extensive report covering January to March (1^st quarter) and an overview of April to June (2^nd quarter). The report can be read/viewed from the web site http://www.adnetalgoma.ca/Directors%20Web/index.htm

Then click on BoD Presentation 22 Mar 05. Some of the highlights are: Library project is at the contract signing stage. Annual General Meeting is well under way and the newspaper advertisement has been approved by Chris Wray, Secretary/Treasurer as per Bylaw 1A. Cellular project all the contracts are signed; the only outstanding issues are the Operational Contribution (OC) and the lease back agreement. There was a discussion on how to get an agreement on the amount of OC. Two suggestions put forth were; identify that Superior Wireless (SWI) will have increased their asset level by 4 million dollars at the end of this project and the ADnet efforts should be recognized; and/or request SWI shares be assigned to ADnet. The community awareness sessions are scheduled for June and will be presented by both ADnet and SWI. Tasking List/chart will combine both staff and board levels of tasks. An example was shown. The RASCI format will be used for initial project matrix assignment. Produced sample and trial ones for the Nominating Committee and the Library Project; will review the Library one for any errors or omissions. Correspondence amongst board members and staff: The President asked the board members to be more diligent in replying to correspondence even if it is an interim reply to indicate that a detailed reply will be forth coming on a certain date. He further indicated that he was canceling use of the silence procedure (no answer was taken to mean approval) and will be requesting specific answers in the future. The staff was directed to formulate a procedure to be followed. Lynn MacKenzie stated that important issues should be sent out and than discussed at a board meeting as opposed to being approved electronically, so members get the feed back. Dan Friyia agreed with Lynn on this issue.

ACTION ITEM: Chris Wray will forward the NEOnet cellular document to the Board of Directors

ACTION ITEM: Tom Marinelli will produce a procedure on the process the members will follow with regard to answering email messages.

EXECUTIVE COMMITTEE – Tom Marinelli

The Executive Committee has been focused on the Cellular project. Tom had a conversation with Don Wing of SWI; it was a very frank talk. SWI expressed the belief that every thing must go to the ADnet Board for approval; therefore ADnet is slowing the progress. Tom corrected this misconception. Don Wing committed that SWI would a have detailed project schedule for ADnet; it was received on March 21, 2005. It left a lot to be desired and will require close monitoring. Chris Wray stated that SWI is very slow, but they have never defaulted. Wilf stated that while in all fairness the project is on time, the confidence level that the June in-service dates for Chapleau and Bellevue will be met is not high. ADnet needs to track the process closely to be able to foresee any problems before they happen. A face to face discussion between Tom Marinelli (ADnet) and Don Wing (SWI) is inevitable. Lynn suggested that maybe ADnet needs to find some customers for SWI as a “carrot”; members’ hoped that is not necessary. ADnet will have to “turn up the heat” on this project.

ACTION ITEM: Wilf will forward to board members the items identified in Schedule A of the NOHFC contract and the SWI schedule received on March 21/05

TELEMATICS AND INPLEMENTATION COMMITTEE

The committee is defining project management terminology and will produce a policy. There are two outside people that have expressed an interest on joining the committee. Committee will try to schedule a meeting before April 21/05.

COMMUNICATION COMMITTEE

Chris Wray stated that he and Pav Pottekkat are reviewing the idea of a newsletter.

New Business

Members went into closed session at 1:45 to 1:55 pm. Staff was excused.

Motion: 2005-09 Moved by: Chris Wray Seconded by: Rejean Raymond

BE IT RESOLVED THAT the meeting closed at 1:55 pm. Carried.

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