Board of Directors Meeting 20190622

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Time, location

20190622 17:00 Dallas Makerspace

YouTube Live Link

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

Prior 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 all agenda items is 48 hours prior to the meeting.

Please note, agenda items (Consent, New, or Old) that request spending $200 or more must include a section on "Relevance to our tax exempt purpose".

A capital equipment form (listed at the bottom of the Finance forms list) is required for all equipment purchase or lease exceeding $5000 for which funds are requested from the Board in part or total, at least two weeks in advance of the board meeting.

Logistics Election (Matthew Mulherin)

Problem: Logistics has not held an election since the past election was invalid due to a new rule.

Solution: Schedule an election for logistics chair.

Relevance: Those members who's votes were invalidated due to an unforeseen new board rule should be given the opportunity to have their vote cast.

Harmonize Rules For Committees With Bylaws (Andrew LeCody)

Problem: There is much confusion on how committee chairs are recommended by committees and then appointed by the board.

Solution: Modify Rules Section 8.2 Committee Leadership to more clearly explain the process, as per the bylaws committee chairs are appointed by the board but the standing rules confusingly state that they are elected. The standing rules should be updated to reflect the process as it actually exists and is used (committees vote to recommend a chairperson, board votes to appoint them), and to harmonize them with the bylaws.

In particular, modify Rules and Policies Section 8.2 Committee Leadership so that rule #1 reads:

The Board shall appoint committee chairpersons per Bylaws Section 2.8. Each Committee shall select by vote a recommended Committee Chairperson in advance of the May and November board meetings (per Committee Responsibilities & Rules), so that the recommendation may be presented to the board.

Add a new rule after it that reads:

The Committee Chair, once appointed by the board, shall appoint a Vice Chair.

Modify Rules and Policies Section 8.3 Committee Responsibilities and Rules so that rule #4 reads:

Committee meetings must be posted on the calendar and announced on the forums. Meetings to select a chair recommendation shall be published a minimum of 13 days and 12 hours in advance.

Relevance to our tax exempt purpose: Not applicable as this agenda item does not request any funds.

Authorize Logistics Committee Authorized Spending (Brandon Green)

Problem: Logistics successfully completed Pallet and Table improvment project in 10 days after unanimously approving project in a committee meeting on 5/30 Logistics_Committee_Meeting_20190530#Meeting_Minutes, the bookkeeper has pointed out that she will need board approval before reimbursing Brandon for the expenses he floated on his personal credit card (rules and policies and finance form page seem to contradict on when a capital request form and board approval is required).

  • $1907.70 was final amount spent for all parts of the project, that sum was divided between 12 pieces of equipment now in logistics possession:
  • $312 pallet jack
  • $46.86 each for 8 pallets
  • $305.26 each for 4 tables

It is unclear if a capital request form is required due to this text on the capital request form

2. FORM IS REQUIRED for capital purchases with any DMS general (i.e., Board-appropriated) funds;

IF EITHER of these conditions applies

  • Purchase or lease is $5,000 or over - OR -
  • Purchase or lease is $1,500 or over and equipment requires space outside of committee area}}}}

And this Rules_And_Policies item

All property purchases equal to or greater than $1000 and having an useful life of one year or more are to be capitalized. All capital equipment purchases require the completion of a capital equipment request form, to be presented at the Board meeting where the request is initially made.

History of this conflicting information:

Capital equipment number changed on Rules page from 500 to 1000 Board_of_Directors_Meeting_20170219#Capitalized_vs._Expensed_.28Ken.29

Capital purchase form created Board_of_Directors_Meeting_20170716

Note on rules made seemingly to specify board approval for any purchase over $1,000

Solution: Authorize reimbursement to Brandon for $1,907.90 out of logistics funds as voted on and approved in Logistics meeting 5/30 item 1.1

Relevance to our tax exempt purpose: Providing necessary tools to create a suitable workspace is fundamental to allow learning by making

Dedicated Room for Expansion Group (Richard Meyer)

Problem: The Expansion Group requests a dedicated room on a temporary basis for their work.

Solution: Suggest re-assignment of the small office off the new Common Room to the Expansion Group.  This is not a classroom, just an un-reserved quiet room and is hardly used.  This room would provide a dedicated space for; Expansion planning, Committee and/or Expansion Group discussions, Layout of architectural drawings, and a general work area.  As a bonus, the door could be locked to provide security of competitive contractor information and quotes.  Competitive Contractor information must be kept from other Contractors that are in the building.     

Relevance to our tax exempt purpose: No cost, temporary re-assignment of 110 square feet of office space to support DMS Expansion.

Old Business

Restore Integrity of Committee Voting (Brian Davis)

Problem: 7.7 Restore Integrity of Committee Voting was tabled due to concerns about the lack of development on the agenda item. It was requested that a group of interested members come together to refine the proposal. This is a placeholder until a formal proposal is presented.

Solution: The previous motion submitted was as follows:

Modify the Standing rules by adding an item 8 to "Committee Responsibilities and Rules" to read: 8. Voting - Committee members who have attended at least one meeting within the 3 month period prior to the date of the vote are eligible to vote in Committee elections. No proxy voting is allowed.

This is a placeholder until a new proposal is submitted.

Appoint Remaining Committee Chairs (Erik Smith)

Problem: 7.3 Confirm committee chairs at the previous Board meeting did not appoint all Committee Chairs due to pending elections.

Solution: Appoint Chairs to the following committees (as soon as their respective elections have been determined):

New Business

Ban buying food for members with DMS money (Brandon Green)

Problem: Committees spending DMS money on food for themselves is a form of private inurement and could be considered an illegal use of DMS resources. Instead of allowing committees to decide and make rules for themselves, which can lead to inconsistent ideas and implementations, a blanket ban is the only fair and easily enforced approach. There are only about $2,000 worth of transactions in QBO for 2019 under Account 8526 Food and Beverage, so this isn't a large issue, but it would be good to have a clear guideline / rule. The largest recent transactions were:

  • $166 on 4/30 logistics dominos pizza
  • $145 on 3/26 woodshop wingstop carrollton
  • $122 on 3/23 creative arts Door Dash
  • $162 on 2/24 PR food and liquor for a party

Solution: In Finances section of Rules_And_Policies, add 11. DMS money is not allowed to be spent on food for members

Logistics request for tool walls funding (Brandon Green)

Problem: As part of expansion and just general providing functional hand tools in general use areas Logistics needs money to invest in DMS' general use tool walls. As estimated in this spreadsheet in order to build out two new tool walls would require ~$6,000 for ryobi tools, ~$1,500 for consumables (drill bits, blades, etc), ~$1,000 for hand tools, ~$1,000 for PPE, ~$1,200 for carts, ~$1,500 for peg board / wall building / unexpected.

Requesting funds for the tool walls was voted on and approved at the previous Logistics Committee meeting, with the exact purchase orders to be determined at the following Logistics Committee meeting contingent on the board being willing to invest in having adequate general use hand tools for our members.

Solution: Create one time allocation of $12,500 to the Logistics committee

Relevance: Providing basic tools is a fundamental way that DMS allows members to learn by making to fulfill our 501c3 purpose.

Quick Fix, Fair-Fix for Honorarium System at DMS (Joe King)

Preface

I am concerned that many of the proposals which are being discussed on Talk and around the space are based on questionable math, lack of complete information, and/or an over-reaction due to elevated emotions. I think that some of the proposals would affect some committees much more than others and should create a significant shift in policy. I also think that there is a ‘quick-fix’ for the issue without the need to form an ‘Honorarium Force’ and extended debate(s); however, the passing of this motion does not prevent additional action concerning this topic. I do acknowledge that we are paying more in honorariums than we did at this same time last year. I feel that some of the classes are associated with committees getting new space and/or new equipment (Printmaking, Glass) and constitute a ‘short-term’ increases compared to their previous and/or future numbers.

While I do agree that we should/ must operate in a fiscally responsible manner, the accusations that committee have ‘endless funds’ due to the limitless honorarium program comes from a person which I suspect has never taught or led a committee. Getting people to teach and finding a compelling topic which will interest others, locating suitable room/ time slot are very real issues which practically limit our classes. We are legally a educational institution, so having expenses associated with education are reasonable.

Some members are very alarmed that there has not been a ‘control’ to prevent this expense from growing even higher. Our current Board is also in a situation where budgets are tight (with expansion) making the ‘pressure’ from this increase in expenses to be exponential. Based on my understanding- over time, the percentage of gross revenue which has been paid toward educational expenses has been relatively consistent. Some argue that the numbers will ‘balance out’ as they have in the past and others are calling for the elimination of the entire Honorarium system. The purpose of this proposal is to establish what that percentage should be, and to formalize controls to keep that percentage consistent while keeping the system as close to the current system as possible- a.k.a- any member should be able to teach any topic with only a ‘basic’ review process (Honorarium Auditors).

The solution I propose is similar to how publicly traded companies calculate dividends for stock holders, or the way that some companies calculate bonuses- recent past performance is used to calculate a present expenditure.

I feel this is consistent with our current program and avoids a ‘points’ system which I feel is very subjective, likely to create constant debate, and not a good way to support all teachers/ committees. Any teacher which meets the requirements for Honorarium should be treated/ paid equally- telling some teachers that their classes are not as valuable to the space is not a positive way to encourage growth.

Although this proposal does not address/ prevent changes to the Honorarium Criteria (feedback?), the rate for each class is very objective. The goal is to address this manner in a way where the topic does not need to be continuously administrated. If committees combine classes, they will help raise rates. Teachers and committees are also fiscally incentivized to help grow membership. Lastly, teachers/ committees ultimately control as they control the schedule.

The concept of a three month review period should provide ‘average’ numbers. The fear in a monthly cycle is that Christmas and other ‘seasons’ may create short-term spikes in class offerings and not be a solid reflection of our trends.

Problem

Our class schedule (for criteria-met Honorarium classes) has increased at a higher rate than our membership count/ gross revenue; thus increasing the percentage of monthly income dedicated to these expenses. Our current system does not limit classes based off of budget, and thus these expenditures could increase if not addressed. Budgets are tight and without intervention, there is a very real possibility that the Board may need to reallocate funds from other projects to pay for these additional/ unplanned expenses.

Solution

Starting on July 1, 2019; and repeating every 90 days, I propose the bookkeeper shall adjust the Honorarium Rate used to pay committees and/or members with the following criteria. Take the total number of Honorarium criteria-met classes for the previous three months closed in Accounting- so March, April, May for the July 1, 2019 adjustment. Call that number the class count. Next, she shall get the gross income and calculate 25% (or some other number- approved by the Board) and call this the Honorarium Allocation. Lastly, she can get the Honorarium Allocation and divide it by the Class Count and determine the new Honorarium Rate .

This Honorarium Rate will be used for the next three months, until a new adjustment is made. If the total number of classes drops and/or the membership increases; then the Honorarium Rate will increase to promote more teaching. If our gross income goes down and/or the class count goes up; then the Honorarium Rate will go down as a reality of our actual income. This solution does not guarantee that an overage will never happen, as an increase in monthly class count which exceeds membership growth could create an expenditure greater than 25%; however, the numbers provided above assumed our target budget for Honorariums would be 27% of gross income, so there is ‘some’ (2% of gross) allocation as a 'safety'.

Lastly, the current Honorarium Rate shall be posted on the ‘Submit Class’ page in our calendar system (and/or on the Wiki); therefore, all teachers/ committees will know exactly what they will be paid, if they meet the class attendance and other requirements for Honorarium, before they list their classes.

Summary

I propose that the Honorarium Rate (currently $100), should be adjusted on a quarterly basis to keep the amount we dedicate towards education vey consistent (Targeted at 25%) with our gross income, thus as we grow; the Honorarium Allocation will grow proportionality without requiring new authorizations from the Board. I don’t wish to repeat the various numbers shown on Talk, but based off those (rumored) numbers; this proposal would drop the Honorarium Rate to about $91, for the next three months. Teacher selected, optional splits of the Honorarium Rate would remain intact.

Relevance

It allows the current Honorarium System to continue 'largely' unchanged to the perceived arrangement with our current members/ teachers, which the exception that it adds protections to assure that the related expenditures do not exceed a fixed percentage of our income. It does not preclude the Board from making additional changes to the criteria and/or other aspects of the system in the future. If passed as written, changed would go into affect on July 1, 2019, making this an 'almost immediate' solution and will prevent 'honorariums' from taking money from expansion or other projects.

Update Honorarium Requirements (Erik Smith on behalf of the Board of Directors)

Problem: Former Board members are currently prohibited from receiving honorarium for one year after their term ends - a rule enacted out of an abundance of caution with regards to private enurement. Per discussions with our accountant and their staff attorney, the trailing 12-month prohibition is not necessary.

Solution: Update Honorarium Rules, Requirements rule #10 to read as follows:

For the duration of their term, no Director serving on the Board of Directors may accept personal payment for honorarium.

Limit honorarium to be for required training classes only (Brandon Green)

Problem: The amount of money that DMS is paying out for honorarium is increasing faster than our membership revenue. Soon half of all revenue will be committed to honorarium payments (when considering amount both allocated to committee and paid out to person). There has been significant discussion of impact on talk including in threads like this

To limit the amount of money DMS is paying out we must reduce honorarium payments, one solution is to only subsidize required training classes. This provides incentive for teachers to offer vital classes that members need to access tools and other class types should be encouraged to charge attendees in order to generate money.

Solution: Update Honorarium Rules, Requirements add rule #11 to read as follows:

Only classes that are providing required training for access to DMS tools and resources will be eligible to receive Honorarium.

WITHDRAWN Update Class Submission Requirements for non tool-based classes (Lara Rosenblith)

Withdrawn at the request of the sponsor via TALK PM to Secretary.

Problem:

To limit the amount of money DMS is paying out we must reduce honorarium payments, one solution is to bring chair and vice chairs back into the approval process. Teachers would need to submit classes to the chair and/or vice chair for approval, to include submission of a syllabus and general course outline. This provides incentive for teachers to continue to offer project and receive honorarium payment, while reducing the amount of classes that, for example, are already on the schedule or being taught by other teachers in the same time frame. The intent of this is to add another layer of scrutiny so we are not just having classes for the sake of classes. Honorarium auditors do a great job, bit brining in the chair and vice chair for a discussion will raise the bar, as those leaders already know the pulse of their committee.

Solution:

Have all teachers wanting to teach classes gather approval to submit to the calendar by the chair or vice chair of the hosting committee.

Appoint task force to investigate possible solutions and modification to the current Dallas Makerspace honorarium system (Amanda Miller)

Problem: The amount of money that DMS is paying out for honorarium has been alleged to be increasing faster than our membership revenue. Statements have been made that this presents an immediate crisis to the fiscal health of DMS. Information and data on the topic is currently incomplete and discussing it has been limited to Talk and informal discussion among fractured groups of membership. No formal gathering of data, analysis of data, or coordinated attempt to explore all solutions has been done yet. The honorarium system as it stands is a vital part of recruitment for teachers and increasing DMS class offerings. Classes serve vital function to the space for tool training and PR for new membership recruitment. Member growth and retaining them is vital and given the scope of expansion currently underway a mass exodus of teachers or membership could accelerate the fiscal crisis alleged to be incoming due to current honorarium system guidelines.

Solution: Establish a task force including board members, current chairs, current teachers, and interested membership to investigate the validity of the alleged impending financial crisis. The task force will pull a more complete picture of the honorarium payments, source of funding for those payments, and overall impact the payments have on the existing DMS budget. If the task force finds allegations of impending fiscal crisis to be founded they will work together to explore all options to alleviate it and present their findings/solution to the board and membership.

Negative Committee Balances in QBO (Brandon Green)

Problem: Large negative balances in QBO make it difficult to tell what the current amount of money allocated to committees is, for example Expansion Committee has a balance of -68,058.04 and Financial Committee has a balance of -69,862.22

Solution: Allocate $100,000 from general fund to Expansion Committee, Allocate $75,000 from general fund to Financial Committee, Create monthly recurring allocation of $5,200 to Financial Committee

Emergency Items

Items requiring immediate action by the BoD for safety.

Set Next BoD Meeting

Minutes

[time] Call to Order


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ATTENDANCE



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CONSENT AGENDA

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6.x CONSENT
- AS SUBMITTED:
"
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- MOTION: PASS ALL CONSENT AGENDA ITEMS AS SUBMITTED
  - Proposed by: 
  - Seconded by: 
- VOTE
  - In Favor:
  - Opposed: 
- MOTION


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OLD BUSINESS

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7.x OB
- AS SUBMITTED:
"
"
- MOTION: 
  - Proposed by: 
  - Seconded by: 
- VOTE
  - In Favor: 
  - Opposed: 
- MOTION


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NEW BUSINESS

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8.x NB
- AS SUBMITTED:
"
"
- MOTION: 
  - Proposed by: 
  - Seconded by: 
- VOTE
  - In Favor: 
  - Opposed: 
- MOTION


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Next meeting set for [time]

 MEETING ADJOURNED

Action Items

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