Opportunity 2019

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A sincere thank you ECNO members for all of your feedback and input over the past 4 months. We are proud to announce that as of April 2/19, edsembli is now the full and complete owner of the K212 suite and all its related IP.

This page has a summary of our Opportunity 2019 communications. The sale ratification meeting minutes from March 28/19 and audio can be found here. Should you have any questions about K212 software please contact edsembli directly here.

The board is excited about the future of ECNO and looks forward to working with members to find new ways to support student success and board effeciencies.

~ The ECNO Board of Directors

Opportunity 2019

The ECNO board is focused on the success and impact of our organization and our members. A key part of that impact is understanding how best to leverage our ownership of the K212 suite.

We were approached by edsembli(formerly Keous) about purchasing full ownership and control of the K212 suite in late 2017. After a thoughtful negotiation, the board has accepted an offer that is excellent value for ECNO and our members. We are excited to share this offer with our members and ask for their approval of our decision to sell the K212 suite to edsembli (formerly Keous) later this month.

This divestment is the next logical step in our growth. As outlined in our Strategic Plan and as we have heard clearly from our members, ECNO’s future lies in helping boards create more IT efficiencies and expanding programs such as our Shared Technology Services (STS). Our members have been telling us for some time that owning and developing software like K212 Human Resources and Payroll Management (HRP) and Finance is becoming increasing complex and expensive. Letting edsembli (formerly Keous) take on the full responsibility for these great products will be good for ECNO, the K212 products and the boards using them.

The ECNO board is confident about this opportunity. We have built this web page to share background and more details on the sale. We will be asking for a representative from each ECNO member who has the authority to bind their board, and has access to a webcam, to join us at a special member meeting on March 28, 2019, to approve the board decision to sell. Board representatives (who can legally bind their board to a decision) can RSVP for the special meeting here.

Thank you for the opportunity to serve you and this great organization. We are excited about the future and potential of ECNO 2.0.

~ The ECNO Board of Directors


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March 28th special members meeting

Download March 28th members’ meeting:

March 4th meeting: A Conversation with edsembli

We are inviting all K212 customers (and all interested ECNO members) to a Skype conversation with Mel Poy, Managing Director of edsembli, on Monday March 4, from 1:30 pm – 3:30 pm. Mel will be sharing his vision and plans for the K212 suite and will be happy to answer your questions.

A Conversation withedsembli | Agenda
1) Welcome and introductions – Brent McDonald, ECNO President (5 min)
2) A conversation with edsembli – Mel Poy, Managing Director, edsembli (90 min)
3) A private Q&A for ECNO members – Members and the Board (25 min)

If you have a question that you would like to pass on to Mel before the session, please send it to us hereby end of day on Friday March 1st and we will pass it on to Mel.

Two easy ways to join our Conversation with edsembli
1. Skype meeting: Link
2. Join by phone: +1 (647) 749-7006 55230152#

Download March 4th members’ meeting:

  • Audio, here.
  • Mel Poy’s (edsembli) presentation, here.

February 25th members meeting

Download February 25th members’ meeting:

  • Agenda, here.
  • Minutes, here.
  • Audio, here.

Background & Process

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The ECNO program was first implemented as a joint initiative of the Ontario Ministry of Education and Training and member school boards. Through this partnership, ECNO and Ontario Ministry of Education and Training developed and managed a significant suite of software products. In 1996, prompted by a decision by the Ministry to reduce program funding, ECNO became an independent organization and secured control and ownership of all its software assets. Our motto was, and continues to be, for the boards, by the boards.

Since that time, we have worked closely with edsembli (formerly Keous) on the growth and development of both K212 Finance and K212 HRP. Thanks to the leadership and guidance of the Product Advisory Committees (PAC’s) and ECNO Advisory Commitee (EAC), today 28 boards use a portion or all of the K212 suite.

In late 2017 the board was approached by edsembli (formerly Keous) to see if ECNO would be interested in selling the K212 suite. Our members have been telling us for some time that owning and developing software like K212 HRP and Finance is becoming increasing complex and expensive for an organization our size. The board entered into negotiations knowing that letting edsembli (formerly Keous) take on the full responsibility for these great products will be good for ECNO, the K212 products and the boards using them.

With a board approved agreement now in place, we are now ready to share the agreement details and call a special member meeting to approve the board decision to sell.


This announcement is the culmination of a long and thoughtful process. Our journey to this point has included:

April 2017| The board approved our 2017-2020 Strategic Plan that has been guiding our efforts. This focus has given us the confidence and vision to start STS, expand our Microsoft product offerings and think about life beyond the K212 suite.

Mid-Late 2017| We consulted with all our members about their priorities and needs and heard clearly that long-term ownership of the K212 suite was not in the best interest to our members. Members told us that ECNO resources could be better spent leveraging our network of IT professionals to find greater board efficiencies in and out of the classroom.

Late 2017| edsembli (formerly Keous) approached the board about purchasing full ownership of the K212

March 2018| The ECNO board consulted with the EAC about a potential sale. The EAC was in full support of taking advantage of this opportunity.

Early – mid 2018| ECNO and edsembli (formerly Keous) negotiated the broad outline of sale terms and conditions. During this process ECNO worked closely with our auditors at Moore, McDermott & Partners and our financial consultant at BDO to ensure we were getting full value for our assets.

Mid – late November 2018| ECNO entered into a Letter of Intent with edsembli (formerly Keous) outlining high level principals that would guide the sale. This Letter of Intent also committed the board and staff to a confidentially agreement that was in place until a formal agreement was reached and approved.

Mid – late November 2018| The ECNO board also consulted with our legal counsel, Miller Thomson, on the sale and received clarity on the member ratification process of the board decision.

End of November | The board made a motion to sell the K212 suite to edsembli (formerly Keous), contingent upon approval of ECNO members. The board approved a special member meeting to be called on February 25, 2019, to ratify the decision.

February 8, 2019 | With the terms of the confidentially agreement lifted, the board formally announced the potential sale and released ecno.org/opportunity2019 as a tool to update members. The board also announced February 25, 2019, as the date for a special member meeting to ratify the board decision. One representative from each member board, with the power to bind their respective board, is encouraged to attend.

February 25, 2019| ECNO holds a meeting with members to answer questions and receive feedback on the K212 sale.

March 4th, 2019| ECNO holds a conversation about the K212 sale with edsembli.

March 28th, 2019| One rep from each ECNO member (with the authority to bind their board to a decision) is invited to a meeting to formally approve the ECNO board’s decision to sell the K212 suite. Board representatives can register here.

April 1st 2019 | Assuming two thirds of members in attendance at the meeting approve, this is the official closing date of the sale. As of this date, edsembli (formerly Keous) will own all of the rights and intellectual property (IP) for both K212 HRP and K212 Finance.

April 4th 2019| Once the deal is formalized this will be the date of the formal public announcement.

April 1, 2019 – March 31, 2022 | ECNO and edsembli (formerly Keous) will have an ongoing relationship until 2022. During this time, our PAC’s will continue to advise and offer input on K212 product development.

Frequently Asked Questions

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  • How will this sale support Ontario school boards?
    • The ECNO board made this decision to divest of the K212 suite because we feel this will be good for our members, the products and the education sector. Specifically, selling our K212 assets will allow ECNO to:
      • Focus our time and energy on new and innovative services that will directly support boards. We are particularly excited about the role that our STS programming can play in board success in the future. We are also exploring other ways we can partner with the ministry to prepare our sector for the huge IT changes we know are coming.
      • Support product development for the next 3 years without having to allocate the human resources to support day-to-day logistics.
      • Know that edsembli (formerly Keous) is fully committed to the development of these products and their investments will make the K212 suite stronger than we could have on our own.
  • Why did the board not put out a request for proposal?
    • The goal of this process was to divest ECNO of the K212 products and an RFP was not the mechanism to ensure the products find the right ownership. The board wanted to fully remove ECNO from product ownership as we know product development was becoming too complex and involved for an organization our size. We want to see K212 in the hands of a team that has the vision and skills to see it reach its full potential. Negotiating directly with edsembli (formerly Keous) was the most efficient and effective way to make that happen.
  • What resources does edsembli (formerly Keous) have to take on this product development?
    • edsembli (formerly Keous) has a long history with the K212 suite. They have been a partner in its development and support for 15+ years and know the Ontario educational sector well. After a management change at edsembli (formerly Keous) 18 months ago, their team has a renewed focus on supporting boards of education in Ontario and have expanded their team with the knowledge and skills (including CPA’s, business analysis and subject matter experts) needed to grow the K212 suite. edsembli (formerly Keous) is fully owned by the Canadian company Procom, one of North America’s leading staffing and contract workforce services providers. Privately held, Procom has been on Deloitte’s Best Managed Companies list since qualifying in 2006 and has the interest and resources to support the growth of the K212 suite.
  • Why are we selling now?
    • The ECNO board of directors feel this is an opportunity for us to invest time and resources into our other products such as STS to further support the success for our current members. Owning and developing software in 2019 is much more complex than it was even 10 years ago. Divesting of K212 ownership now fits into our strategic plan to better serve our members.
  • What will this mean for K212 users?
    • There will be very few immediate changes for users of K212. There will be no changes in how boards ask for or receive day-to-day support. edsembli (formerly Keous) is committed to continuing to invest in K212 and has clear plans to make both products a part of their larger service offering. For the immediate future, the PAC’s will be playing a role in guiding product development and ECNO will continue to organize those meetings. We also anticipate that billing, starting September 2019 (for K212 products only), will come directly from edsembli (formerly Keous).
  • (NEW) Will K212 users benefit more than boards that were not subscribed?
    • The guaranteed $400,000 that ECNO will receive from the K212 sale (half to be paid in April 2019, the remainder in April 2020) will be reinvested into the expansion and growth of our Shared Technology Services offerings that we know will allow all ECNO boards to realize future benefits and savings.
      The board has also heard questions around the financial impact of the K212 sale on current users. We heard specifically the need for clarity around the possibility of a revenue sharing model for current users of K212 products. The board has taken time to reflect on those questions and has approved a revenue sharing model that will be executed after the sale of K212 has been ratified. This model will see current K212 users receiving a 10% rebate on their annual maintenance fees for each of the three years of our agreement with edsembli.
      The mechanics for this rebate are straight forward. Starting in September of this year, K212 boards will receive their 2019/20 invoice from edsembli and will pay it directly to edsembli. In March of 2020, edsembli will pay ECNO 10% of total maintenance fees collected from K212 boards. ECNO will then rebate that sum to individual boards shortly after. This will repeat for another two fiscal years for those boards that continue to use the K212 products.As was indicated in the ECNO Product Survey early this month, we confirmed a 6% increase in the K212 maintenance fees for the 2019/20 school year. This rebate will now effectively result in a 4% decrease in fees for current K212 users for the 2019/20 school year.
  • How much will ECNO get for K212?
    • We have negotiated a value of $400,000 for the K212 suite plus 10% of annual revenues for 2019 – 2022. Our agreement states that ECNO will receive $200,000 on a to be determined date as an initial payment and we will receive a second payment of $200,000 in 2020.
  • (NEW) How will the $400,000 be handled from the sale? Where will this money be held?
    • On the date of sale, ECNO will receive $200,000 from edsembli. This money will be put into an interest-bearing account, separate from our regular operating funds. The board plans to use this money to seed new shared services programming. This could include investments in staff and processes needed to support new shared services initiatives and negotiations of more consortium-based licensed agreements.
      The final $200,000 (which will be paid in 2020) will be held by edsembli in a promissory note until it is paid out. Upon receipt, those funds will be placed into the same interest-bearing account.
  • How will the sale be formally approved?
    • The board is committed to managing an open and transparent process to guide this ratification conversation. The detailed steps of this process can be found here. The final approval of the board decision to sell will be ratified by ECNO members at a special meeting on March 28th, 2019. Your representative can register here.
  • What happens if members do not ratify the board’s decision?
    • The board believes this is the right time and approach to selling K212. The board also believes this will be good for the long-term success of current K212 users and ECNO. Should the board decision to sell not be approved by the members, there will be no immediate changes to ECNO or the K212 suite and all K212 IP will remain ECNO property.
  • Why did we not hear about this at the AGM in December?
    • Since February 2018, the board has been bound by a confidentially agreement which has meant we could not talk about this opportunity in public. Timing being as it was, we did not have a formal agreement in place that would have let us discuss this opportunity at the AGM.
  • What will happen to the two PAC’s?
    • We anticipate that over the next months both PAC’s will continue to have the opportunity to have input into short term product development.
  • What will be next for ECNO?
    • We are excited about the opportunities for ECNO and feel this sale will allow us both the time and resources to really think about how else we can be supporting our members. First and foremost we will continue to follow our strategic plan and relentlessly focus on efficiencies and savings through shared service. In the short term we can imagine that will include expanding our current STS programs, growing our Microsoft partnership and exploring other opportunity in shared technology services. Longer term, the board will revisit our strategic plan and based on member input, develop a road map for our continued growth and impact on our members.

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