Board of Directors Meeting 20171020
This meeting will be held in Modified SRC3 format.
- 1 Time, location
- 2 YouTube Link
- 3 Prior minutes
- 4 Financial Statement
- 5 Consent Agenda
- 6 New Business
- 6.1 Parks Pantry Pricing (Jayson Woods)
- 6.2 Official Ruling on the manufacture of any part of a fire arm at the space (Walter Anderson)
- 6.3 Protecting Member Assets (john a. gorman)
- 6.4 Single physical records storage location (Walter Anderson)
- 6.5 Increase Saving Rate from $4000 to $10000 per month (David Kessinger)
- 6.6 Report on Current Status with Fire Marshall (Brian Davis)
- 6.7 Report on Current Status with Woodshop (Andrew Zalaket)
- 6.8 Creation of an Ad Hoc Advisory Committee to study options and provide analysis of options available for the Growth of DMS. (Brian Davis)
- 6.9 Award bid for Financial and Accounting systems overhaul project Phase 1 to Pure Tax Resolution in the amount of $68,500.00 (Brian Davis)
- 6.10 Establish By-Laws Clean-up Group (David Kessinger)
- 7 Member Complaints
- 8 Minutes
20171020 19:00 Dallas Makerspace
Balances as of 10/20/2017 4:00pm
Checking $355,532.87 Savings $ 79,543.34 Total $435,076.21
5.5 $10,000 Increase Saving Rate from $4000 to $10000 per month (David Kessinger) 5.9 $68,000 Award bid for Financial and Accounting systems - Pure Tax Resolution (Brian Davis) ---- $78,000 Total
Maker Fellowship Fund - Total of 76 Grants: $-405.85
|Auto||$11,446.22||$6k allocation for Toolbox|
|Auto Sports||$2,411.04||$2,672 allocation to Motorsports for Nov. Race MSR Houston|
|Finance||$19,050.09||Allocate $15,000 funding to finance for on-site bookkeeper|
|Hatchers||$1,638.92||Allocate $500 to pay for bullet casting equipment, $1,200 allocation for Induction Annealing Machine|
|Infrastructure||$42,237.01||Allocate $445 to Infrastructure for pressure washing, $1,200 allocation to reimburse Robert Davidson|
|Logistics||$-23,984.46||$1,000 allocation for ceiling tiles in Room One|
|Public Relations||$11,081.04||Allocate $1,500 to PR for Volunteer Appreciation Dinner|
Newly proposed agenda items appear in the consent agenda. Any member present at the meeting may pull an item out of the consent agenda for discussion, at which point it goes under "New Business". If nobody objects to the solutions presented by the consent agenda, everything in the consent agenda passes by consensus. Items that have more than one proposed solution should be moved to the "New Business" section.
Any member may edit this wiki page and place an item on the agenda. However, discussion of agenda items should be done via the forums. The cut-off time for addition to or revision of the consent agenda items is 48 hours prior to the meeting. Please note, agenda items (Consent, New, or Old) that request spending $250 or more must include a section on "Relevance to our tax exempt purpose".
Confirm Committee Chair elections (Stan Simmons)
Problem: Six months have passed and it is time for Committee Chair elections and confirmations.
Solution: Confirm the following Committee Chair elections:
- 3D Fab: Erin (Axeonos) Robertson re-elected
- Aerospace: TBD
- Automotive: Tom Tansey re-elected
- Blacksmithing: TBD
- Civic Hacking: Stephen Wylie re-elected
- Classroom: john a. gorman elected
- Competitive Robotics: TBD
- Creative Arts: Devin Burnett re-elected
- Digital Media: Coulson Mullen elected
- Electronics: Art Givens re-elected
- Finance: TBD
- Fired Arts: Christy Cooper Elected
- Hatchers: Steve Martin re-elected
- Infrastructure: Stan Simmons re-elected
- Jewelry/Small Metals: Joseph Lahoud re-elected
- Laser: Merissa Green re-elected
- Logistics: Luke Strickland drafted and confirmed by BoD 9.29.2017
- Machine Shop: Nick Silva re-elected
- Metal Shop: Chuck Graf re-elected
- MotorSports: Chuck Graf re-elected
- Public Relations: Steve Blanchard elected
- Science: Brian Terry elected and confirmed by BoD 9.29.2017
- VECTOR: Chuck Baber elected
- Vintage Computer: Dwight Spencer Re-Elected
- Woodshop: Andrew Zalaket re-elected
Committee Purge (Stan Simmons)
Problem: Some Committees have not been having regular meetings, don't have enough members to meet requirements, or haven't held semi-annual elections.
Solution: Committees that haven't had regular meetings, a minimum number of active members (5), or held semi-annual elections, should be made inactive per DMS rules. https://dallasmakerspace.org/wiki/Rules_and_Policies#Committees
The committees listed below have not had a voting meeting, and have not scheduled one yet:
- Competitive Robotics
The BoD needs to encourage these committees to have an election as soon as possible.
Parks Pantry Pricing (Jayson Woods)
Problem: Parks Pantry prices have been going up and up
Solution: Review Parks Pantry and see if we want to remove Parks and go with another vendor.
Official Ruling on the manufacture of any part of a fire arm at the space (Walter Anderson)
Problem: We have had members work on 80% lowers after the ATF letter of understanding that seems to establish doing so on machinery you don't own is against federal regulations. From this recent post we seem to have a member who intends to create an '80% lower' on the HAAS. This seems to require the Board to make a formal decision about whether we will allow this kind of activity or not.
Solution: Create a formal rule/policy to cover what we will and will not allow
Relevance: These activities potentially put our organization at risk of entanglement with the federal government. Rather then continually leaving this for members to debate, the board needs to settle our rule/policy for such activities.
Protecting Member Assets (john a. gorman)
Problem: The Dallas MakerSpace recently paid $1,200 for a building inspection of a facility in Garland. The purpose and use of this investment was not defined at the previous board meeting. The product (the final report) is the physical property, and the information contained is the intellectual property, of the Dallas Makerspace. In accordance with our by-laws, “no material property of the corporation may be given to, loaned or placed in the possession of a third party without the expressed permission of the Board of Directors”.
Solution: Set up a committee to establish a best practice guideline to best protect and utilize these assets, and such future assets, to benefit the Dallas MakerSpace, perhaps in contract negotiations, and guide the Board in determining its best use.
Relevance: Protecting Member Assets as defined by the our by-laws Section 7.7 Material Property 7.7.2.All such material property shall be used only for the benefit of the corporation and shall not be used for the personal benefit or gain of the appointed caretaker or any third party. No material property of the corporation may be given to, loaned or placed in the possession of a third party without the expressed permission of the Board of Directors.
Single physical records storage location (Walter Anderson)
Problem: It appears that there is not a central repository of ALL contracts and necessary information for the management of DMS. In particular it appears that one board member is both difficult to contact and the sole DMS board member who is aware of the details of at least one contract.
Solution: Establish a central, physical location, for the maintenance of ALL contracts and information necessary to the management of DMS that is accessible by any board member as well as anyone else chosen by the board.
Edit to add: A lockable, 2 hour fire rated, filing cabinet could be added to the Conference Room for $1800, or less by shopping around. https://smile.amazon.com/dp/B071CNW1C1/ (Stan Simmons)
Relevance: Single point of failure procedures can place the entire organization in jeopardy.
Increase Saving Rate from $4000 to $10000 per month (David Kessinger)
Problem: DMS has outgrown the current location and as unable to locate a suitable property prior to the current lease being renewed. Recognizing that we need more space the current lease was only renewed for two years.
In Nov. 2016 our current projected monthly income was ~$52,900/mo ($634,800/yr), as of 10-11-217 projected monthy income is $63,800/mo ($765,600/yr) an approximate increase of $10,600. Our current mandatory savings is $4,000. In 23 moths (counting Oct) we will put $92,00 additional dollars into savings. This will not sufficiently build savings for a move.
Solution: Increase monthly saving by $6,000/mo from $4,000/mo to $10,000/mo. This will generate $230,000 in the next 23 months, when added to other funds that will be available DMS would be projected to have between $400,000 ~ $500,000 available for any projected move. DMS has increased income by $10,600 since 11/16 but has not increased its saving rate. Even adding in increased rent of ~$1,200/mo, that is only $7,200 of $10,600 increase. Electricity charges have gone down ~$500/mo since we changed utility providers so basic rent and electricity is up about $700/mo.
Relevance: We will be moving at some point, we should be prepared. This is equal to about 150 average member dues and we are still growing at about 300/yr, while not guaranteed the trend is supports this. If circumstances require this amount can be reduced. All this money will be retained and used exclusively for DMS purposes, continuation and growth.
Report on Current Status with Fire Marshall (Brian Davis)
Status: Will provide detailed summary of current problems and actions with respect to the recent Fire Marshall inspection failures
Relevance: Failure to accomplish these tasks is likely to result in either the long term closure of the Woodshop or of DMS, by the Fire Marshall.
Report on Current Status with Woodshop (Andrew Zalaket)
Status: Will provide detailed summary of actions in the Woodshop with respect to the recent Fire Marshall inspection failures
Relevance: Failure to accomplish these tasks is likely to result in either the long term closure of the Woodshop or of DMS, by the Fire Marshall.
Solution: Upgraded dust collection unit that provides adequate suction to machines, clean air, and can be transferred to new space if/when DMS relocates. Of course this system will need to approved by the Fire Marshall. My suggestion is the Felder RL350 Clean Air Dust Extraction Unit. Total cost will be approximately $30,000 and can easily be transferred to new space.
Creation of an Ad Hoc Advisory Committee to study options and provide analysis of options available for the Growth of DMS. (Brian Davis)
Problem: We wish to begin a discussion about expansion and growth, but have little or no hard data on the subject.
Solution: This item will include the allocation of an amount not to exceed $2000 to aquire access to tools necessary to complete detailed studies, and other expenses as needed.
Members of the Advisory Committee should be nominated due to their experience or expertise in Real Estate, architechture, engineering, finance, GIS, or other fields which may provide expertise and experience directly related to the Committees' work. Their mission is fact finding without political prejudice. The Committee would be formed by each Board member nominating a single individual, and providing their qualifications. Any two Board members may reject any nominee. Further nominees to be submitted to the Board by the Advisory Committee. Size is limited to 8 persons. Other DMS members can contribute and take part at the committees discretion, provided that said participation remains within the mission of the Committee.
Initial study, to determine and analyse the fundamental options available (building, leasing, etc), and to create a report for the Board and the Membership to review. Followup work would potentially include study of sites under consideration, and working with the Board(s) to assist in defining a strategy for growth over time. Their mission is fact finding without political prejudice
This Committee is intended to provide data and analysis, not recommendations. Its a working group, not a talking group. First things first, let's gather facts, before we start the debates.
Relevance: Good information, is the prerequisite for good decisions.
Award bid for Financial and Accounting systems overhaul project Phase 1 to Pure Tax Resolution in the amount of $68,500.00 (Brian Davis)
Problem: Our accounting system is badly broken, and this threatens our existence.
Solution: The Board elected at a previous meeting to begin a phased program to completely recreate our system, make it GAAP compliant, and solve a number of problems as identified in the report to the Board on the matter. After interviewing several CPA firms, Puretax appears to have the most detailed and comprehensive approach to solving our issues.
Relevance: Our 501(c)3 status requires that we keep accurate books and records, and comply with IRS tax accounting rules, or risk dissolution.
Establish By-Laws Clean-up Group (David Kessinger)
Problem: DMS By-laws have some internal clauses/phrases/language that have some ambiguity or conflicting meaning/interpretations. This has become a source much debate at times.
By-laws are intentionally difficult to change and I feel if done in an organized manner that involves the membership good results can be achieved with minimum chaos.
Solution: Establish an ad hoc BoD team or group to lead a multiple step process to address these issues. It is NOT the intent or charter for this group to look to propose changes to the by-laws beyond “clean-up”, that can be organized by members that want to advocate those changes – and I hope those people will also become involved in this process. The multi-part process would be:
- BoD name person to lead this group at time this motion is adopted so it can immediately begin work. No director may lead this group.
- By December 1st, submit a report identifying all language that is believed to have conflicts. Multiple viewpoints as to what the conflicts may be submitted. Only conflicts/ambiguities identified, not proposed changes. Results to be provided to BoD which will post them on wiki, place TBD
- January 15th, Proposed rewrite and changes to the by-laws to eliminate the conflicts and or ambiguities. Results to be provided to BoD which will post them on wiki, place TBD
- February Membership Meeting. Discuss, modify and select any recommendations. Begin signature process to get on ballot for 2018 Annual Meeting.
- Dissolve group once voting begins for annual meeting.
Relevance: Needed for smoother corporate governance. Nothing in this would prohibit members from submitting for vote any alternative languages or to limit them for submitting for changes beyond the scope of this group.
- First complaint against Member X
- Complaint against Member Y
- Second complaint against Member X
- Complaint against Member Z