Board of Directors Meeting 20180323

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Time, location

20180323 19:00 Dallas Makerspace

YouTube Live Link

https://www.youtube.com/c/DallasmakerspaceOrg/live

Prior minutes

https://dallasmakerspace.org/wiki/Board_of_Directors_Meeting_20180223#Minutes

Financial Statement

Member Recognition and Complaints

Member recognition (above and beyond) and member complaints will be considered before other business. This will allow members that are interested or involved with either to leave without having to sit thru the entire meeting.


Consent Agenda

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".


Rules Change: Section 8, Item 3. Organizational Meetings (Stephenie Webb)

Problem: Current Rule reads, "Regular membership meetings will be held every 2nd Thursday at 8pm, at the Dallas Makerspace's main location."

  • Open House tours are every Thursday. Our tour guides, Committee Chairs and Board cannot fully support both the meeting and the tours. Parking is more limited on tour nights.
  • The Board of Directors meetings begin at 7pm. Having our two monthly meetings begin at different times causes confusion.

Solution: Change Rule to read, "Regular membership meetings will be held every 2nd Friday at 7pm, at the Dallas Makerspace's main location."

  • Of the remaining weekdays, Fridays have less demand for classrooms. Historically, we have had high attendance for Friday Potlucks, indicating the day is accessible to a large number of members.
  • Both the Member Meeting and Board Meeting will now share the same start times.

Relevance: To better serve the membership by making the Member Meeting more accessible.

Allow Self Service Voting Rights (Luke Strickland)

Problem: Currently, members have to email [email protected] in order to enable their own voting rights, this creates a massive timesink for the Infrastructure committee.

Solution: Allow usage of the Self Service Voting Rights application for members to check, enable and disable their voting rights. Screenshot: https://dallasmakerspace.org/wiki/File:Screenshot_from_2018-03-19_11-46-34.png

Allow Initial Testing of Maker Manager 4 (Luke Strickland)

Problem: Maker Manager 3 has served us well, but the application is written in a legacy framework and has several critical unfixed bugs, like improper badge tracking and ad-hoc addon membership support. Working on the application is difficult due to deep AD integration.

Solution: Allow initial testing of Maker Manager 4. I've designed MM4 to use the same "database" as MM3, so both software can be run at the same time, with no issues or downsides. The software is currently "feature complete" with MM3. After the test version goes live I want to get with any interested party on potential features and discussion on it's future.

Surprise: Request for Video Recorder (Coulson Mullen)

Problem: Digital Media currently has an outdated DSLR camera. Although this camera can be used for low-quality video, it is primarily designed for still photography. For years, DMS members have requested a true video recorder to shoot high-quality, professional looking videos for their projects.

Solution: The best viable solution to this problem is to invest in a robust mirrorless camera which will not only take high-quality photos but will also be a great option for 4k video. After speaking with more members as well as getting feedback from board members, I was asked to revise my request to include a device similar to a DSLR that not only takes great video but also allows for amazing photographs. It was decided that the Panasonic GH5 would be the best fit. Total cost is $4,300: GH5 mirrorless camera body, 12-35 mm lens, rolling tripod, extra batteries, 128GB sd card, recording monitor and protective cage.

Relevance: Remaining consistent with the mission statement of Dallas Makerspace, this purchase would inspire, attract and educate the current members and help attract new members. Video production classes will be taught around the use of this camera. Also of great importance is the fact that this machine would be universally relevant to all committees at the Makerspace as we begin to produce high-quality instructional videos of DMS equipment.

Correct Posted Rule for Minimum Class Size for Honorarium (Bill Gee) - withdrawn

Problem: The posted rules for the minimum class size required to receive honorarium is not consistent with the board vote on the matter.

Solution: Replace

1. For requirements classes (those listed in the tool matrix or required by committees or DMS prior to allowing a member to use a tool or resource), 3 attendees are required to receive honorarium.

2. For eligible non-requirements classes, 5 students are required to receive honorarium. However, upon an advance request of the Honorarium Auditors this number may be reduced to no fewer than three students, where a class requires hands-on instruction such that more students would create difficulty supervising, or an unsafe condition.

with

1. For all honorarium classes 3 attendees are required to receive honorarium.

as voted at the board meeting, 15 Dec 2017: https://dallasmakerspace.org/wiki/Board_of_Directors_Meeting_20171215

Relevance: Having rules posted consistent with actual policy is essential for proper governance.


Withdrawn by Bill Gee

New Business

Safeguard our Non Profit Status (Alex Rhodes)

Problem: As a non-profit organization, it is important that we protect our non-profit status by prohibiting self-dealing and other conflicts of interest - both real and perceived - by those in a position to control or influence organizational policy and resources. As such, I propose that we explicitly codify prohibitions on Directors, Officers appointed via Board resolution - but not committee Chairs nor Vice Chairs - and advisers from using DMS processes and resources to receive profit.

The proposed Honorarium rule has been a long-standing Financial Committee policy that should be made explicit. The proposed Commercial Use rules further clarify that inurement –prohibited by the IRS – by those in a position to shape policy will not be tolerated.

Solution: Add the following to Honorarium Rules: "9. For the duration of their term and for a period lasting one year after the end of their term, no Director serving on the Board of Directors, Office holder directly appointed via Board resolution - excluding committee Chairs and Vice Chairs - nor Adviser directly appointed via Board resolution may accept payment for honorarium"

Add the following to Commercial Use: "3. For the duration of their term and for a period lasting one year after the end of their term, no Director serving on the Board of Directors, Office holder directly appointed via Board resolution - excluding committee Chairs and Vice Chairs - nor Adviser directly appointed via Board resolution may utilize DMS resources for the purpose of profit"

Relevance: These rules will help safeguard our non-profit status.


Persons or members representing Dallas Makerspace in any official capacity (David Kessinger)

Problem: Dallas Makerspace (DMS) is a corporation and is represented by the elected Board of Directors (BoD) and those persons appointed by the BoD to represent DMS. It is extremely important that only those persons that have been appointed and empowered to represent Dallas Makerspace do so. If not given this express authority members should/shall not make any representations that they are acting on behalf of DMS or representing DMS. Unless a person/member is appointed to do so, they should not contacting any government agency or private entity and discussing or disclosing DMS business.

Solution: Motion that the rules be amended:

Persons or members representing Dallas Makerspace in any official capacity

Only persons or members that have been formally authorized to act as an agent or representative for the Dallas Makerspace, are permitted to represent DMS in any and all conversations, writing, or other communication with any public official, or other entity to discuss or conduct the business of the Dallas Makerspace, or any activity related to the business of Dallas Makerspace. Failure to secure permission will result in the forfeiture of membership.

Relevance: DMS must speak with one informed voice and the BoD must be aware of all communications by properly appointed individuals and those persons are representing the goals, directives, or positions established by the BoD.

Emergency Items

Items requiring immediate action by the BoD for safety.

Set Next BoD Meeting

Minutes

==Minutes==
TTTT Call to Order

====
==Minutes==

7:15 PM started the meeting. 

====

***CONSENT AGENDA - DISCUSSION***

===Allow Initial Testing of Maker Manager 4 (Luke Strickland)===

'''Problem''': Maker Manager 3 has served us well, but the application is written in a legacy framework and has several critical unfixed bugs, like improper badge tracking and ad-hoc addon membership support. Working on the application is difficult due to deep AD integration.

'''Solution''': Allow initial testing of Maker Manager 4. I've designed MM4 to use the same "database" as MM3, so both software can be run at the same time, with no issues or downsides. The software is currently "feature complete" with MM3. After the test version goes live I want to get with any interested party on potential features and discussion on it's future.

 

- DISCUSSION:

  - Speaker1: No real discussion 

- Motion: to approve the above minutes. 

   - Proposed by Kris Anderson

   - Seconded by Brian Davis

-Call for vote

   -  In favor Kris - Brian - Robert - David - Alex

   -  Opposed none 

   -  Abstain none 

   -  Motion Pass


**NEW BUSINESS**


NB1 Topic

- AS WRITTEN: 


'''Solution''': Change Rule to read, "Regular membership meetings will be held every '''''2nd Friday at 7pm''''', at the Dallas Makerspace's main location. Beginning May 1 2018"

* Of the remaining weekdays, Fridays have less demand for classrooms.  Historically, we have had high attendance for Friday Potlucks, indicating the day is accessible to a large number of members.

* Both the Member Meeting and Board Meeting will now share the same start times.

 

- DISCUSSION:

  - Speaker1:

  - Speaker2:

- Motion:

   - Proposed by  Robert Davidson 

   - Seconded by Kris Anderson

-Call for vote

   -  In favor Kris - Brian - Robert - David - Alex

   -  Opposed

   -  Abstain

   -  Motion Pass



NB3 Topic

- AS WRITTEN: 

'''Solution''':

Add the following to Honorarium Rules:

"9. For the duration of their term and for a period lasting one year after the end of their term, no Director serving on the Board of Directors may accept personal payment for honorarium"

- Motion:

   - Proposed by  Robert Davidson

   - Seconded by Alex Rhodes

-Call for vote

   -  In favor  Brian Davis, Robert Davidson, Alex Rhodes, David Kessinger

   -  Opposed

   -  Abstain Kriss 

   -  Motion Pass


Important Minutes- Kris says she has stopped all work for profit and is not planning on continuing any profit making endeavors at DMS. 


Motion to table until we get a more definitive answer on what is considered profit. 


-Call for vote

   -  In favor  Brian Davis, Robert Davidson, David Kessinger Kris Anderson

   -  Opposed Alex Rhodes 

   -  Abstain

   -  Motion Pass


NB4 Topic

'''Persons or members representing Dallas Makerspace in any official capacity''

Motion:
Only persons or members that have been formally authorized to act as an agent or representative for the Dallas Makerspace, are permitted to represent DMS in any and all conversations, writing, or other communication with any public official.  Failure to secure permission may result in the forfeiture of membership.

- DISCUSSION:

  - Speaker1: David explained the topic. 

  - Speaker2:

- Motion:

   - Proposed by  Brian Davis 

   - Seconded by David Kessinger 

-Call for vote

   -  In favor - Brian Davis and David Kessinger  

   -  Opposed - 

   -  Abstain  - Kris Anderson and Robert Davidson and Alex Rhodes

   -  Motion Fail -  Motion fails due to a non majority. 


As Written - 

Only persons or members that have been formally authorized to act as an agent or representative for the Dallas Makerspace, are permitted to represent DMS in any and all conversations, writing, or other communication with any public official.  Failure to secure permission may result in the forfeiture of membership.



- DISCUSSION: 2nd Vote

  - Speaker1: David explained the topic. 

  - Speaker2:

- Motion:

   - Proposed by  Robert Davidson

   - Seconded by Kris Anderson

-Call for vote

   -  In favor - Unanimous 

   -  Opposed - 

   -  Abstain  - 
   -  Motion Passed 
   

-  Motion -

'''Solution''': David proposes that DMS pay for the election fees using the general fund up to $1000. 

- DISCUSSION:

  - Speaker1:

  - Speaker2:

- Motion:

   - Proposed by  David Kessinger

   - Seconded by Brian Davis

-Call for vote

   -  In favor  - David - Brian - Kris - Robert - Alex

   -  Opposed

   -  Abstain

   -  Motion Passed 


Discussion on electronic voting 


- AS WRITTEN: 


'''Solution''': 


April 4th @ 8 PM CDT is meet the candidate 

April 8th @ 12PM CDT Cutoff for SOI for digital ballet and all members voting digitally 

April 8th @ 7PM CDT Online Voting Begins 

April 12th @ 12 PM CDT Online Voting Ends

April 12th @ 7 PM CDT SOI deadline for In Person voting 

April 12th @ 8 PM- 10 PM CDT In person voting begins. 


Notes on top of bylaw practices for the voting.


Online voting will be trusted as a third party vendor (Simply Voting) and the results will be published without any PII data. 


Each Candidate can approve up to 1 person to join the voting committee which will tally the votes. 


Physical Ballets will be destroyed 

- DISCUSSION:

  - Speaker1:

  - Speaker2:

- Motion:

   - Proposed by  Robert Davidson

   - Seconded by David Kessinger 

-Call for vote

   -  In favor  unanimous in favor

   -  Opposed

   -  Abstain

   -  Motion Passed


Adjourned at 9:46 PM 

Action Items

Status Item Description Responsible Party
[ ] Finance
[ ] Finance
[ ] Finance
[ ] Finance
[ ] Finance