Board of Directors Meeting 20190724

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Time, location

2019-07-24 19:00 Dallas Makerspace

YouTube Live Link

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

Prior minutes

https://dallasmakerspace.org/wiki/Board_of_Directors_Meeting_20190622#Minutes https://dallasmakerspace.org/wiki/Board_of_Directors_Meeting_20190622_Special_Meeting https://dallasmakerspace.org/wiki/Board_of_Directors_Meeting_20190710_Special_Meeting https://dallasmakerspace.org/wiki/Board_of_Directors_Meeting_20190713_Special_Meeting

Financial Statement

File:June treasurers report 2019.docx

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.

Permission to Dispose of Large Dead Printers (Judy Kriehn & Lara Rosenblith)

Problem: DMS has a variety of old large format printers that need to go away. There have been rumors that a previous board approved replacement of same with the caveat that the older printers be sold. However, no-one has been able to verify the rumors. (Note: an agenda item was found here: Board of Directors Meeting 20171215, but the proposal died for lack of motion.) The inertia is officially a financial and spatial drain on DMS. Also relevant - the printers have already been removed.

Solution:

As submitted: Board officially blesses the disposal of any/all large format printers with no strings attached.

As written: Logistics shall transfer the inoperable Epson printers located offsite to member(s) to the Wide Format Printers SIG for disposal under the condition they immediately remove them from offsite and the printers do not ever return to DMS premises.

Relevance: Not required; does not require funds of $200 or more. (But would lessen the financial drain of off-site storage costs and pave the way for the Large Format SIG to move forward on replacement decisions.)

Replace Procurement Officers with Procurement Agents (Erik Smith)

Problem: The 2019-05-20 BoD meeting changed Procurement Officers to Procurement Agents, however references to Procurement Officers remain in the Standing Rules.

Solution:

  • Update Finances, 9.9 to read as follows:

Only current procurement agents are allowed to have an active DMS credit card.

  1. After changes in procurement agents, it is the responsibility of the Treasurer to ensure the credit card company's records.
  • Update Organizational Roles and Responsibilities, 10.1.2.10 to read as follows:

Works with Bookkeeper and take action to ensure Procurement Agents are timely in submitting receipts.Provide receipts for donors and together with Public Relations acknowledge contributions and donations.

Update Finances Rules #10 to comply with bylaws (Erik Smith)

Problem: Finances rule 10 indicates that the President and Secretary are authorized signers on DMS bank accounts, whereas the Bylaws, 7.5 Checks and Notes contradicts this:

Except as otherwise specifically determined by resolution of the Board of Directors, these Bylaws or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation in excess of an amount as set from time to time by the Board of Directors shall be signed by the Treasurer and countersigned by the President of the corporation except that the Treasurer shall be permitted to pay for routine, regularly occurring expenses as approved by the Board of Directors.

Also, subsection 1 indicates that the Secretary - who is not an authorized party with the bank - is responsible for updating bank records.

Solution: Replace Finances Rule #10 to read as follows:

Only the current President and Treasurer are allowed to be authorized signers on DMS bank accounts.

  1. After a change in President, Secretary, or Treasurer, it is the responsibility of the Treasurer to ensure the bank's records are updated.

Establishment of Volunteer Recognition Comittee (Ryan Davidson and Amanda Miller)

In a Talk PM to the Secretary, the Sponsor requested that this item be tabled for one month.

Problem: As Dallas Makerspace continues to grow in membership size the percentage of members regularly volunteering in any manner continues to shrink. Volunteers feel lost in the crowd and unrecognized. Discussions recur nearly daily about needing more people to volunteer. We need more members to teach, to clean, to repair tools, or any of the other hundreds of volunteer tasks needed. Volunteerism is a key component of DMS and necessary to ensure we remain an institution bonded by our sense of community not a group of customers. Unfortunately, steps to inspire volunteer efforts have been largely uncoordinated and existing comittees are already wearing many hats within their respective departments. No one is in charge of recognizing our volunteers on a consistent basis. Dallas Makerspace needs to make a public showing that leadership encourages and supports the volunteers. We need to ensure consistent action demonstrating leadership appreciates those volunteers and wants to recognize their efforts.

Solution: Create a new “Volunteer Recognition” committee. This committee will be responsible for the inspiration and recognition of volunteering at DMS. With the creation of the committee we ask for a monthly stipend of $75. The money will be used to provide recognition in creative manners to those volunteers who go above and beyond. This can include teaching without taking honorarium, helping with maintenance and cleanup, expansion, or any other volunteer activities.

Relevance: Better consistency of volunteer efforts will yield a greater sense of community and better maintenance of DMS as a whole. In turn, we should see less churn and burnout overall.

New Member Orientation Class (Erik Smith on behalf of Lara Rosenblith)

Problem: DMS has a lack of volunteers to teach the new member orientation class. This class could go a long way in helping make makers and retain members if we offered it several times per month. As of right now this class is not considered for honorarium.

Solution: I am proposing that we allow the modest honorarium for this class to be paid to the teacher and general fund. This would entice more teachers to teach this class and help new members feel welcome. We can help to make sure their needs are met while gauging why the members are here and will they be long term makers or circumstantial makers. Teachers for this class would need to be approved by the education chair as being certified to teach this class.

Procurement Agent List Cleanup (Board of Directors)

Problem: Matthew Mulherin and Nick Silva have requested to be removed as procurement agents. Adnan Chahbandar is no longer a member of the Dallas Makerspace.

Solution: Remove Matthew Mulherin, Nick Silva, and Adnan Chahbandar as procurement agents. Purchasing card will be returned to the finance department via one of the drop boxes.

Relevance: Records maintenance.

Clarify Intoxicating Substance Policy (Chris Marlow)

Problem: Recently enacted intoxicating substance policy inadvertently prevents legitimate uses of non-consumable alcohol.

Solution: Modify first paragraph of the rule, replacing the word "alcohol" with "alcoholic beverages". All other sections remain as published. Modified rule would read (emphasis added for clarity):

1. The possession or consumption of alcoholic beverages, illegal drugs, or other intoxicating substances is prohibited anywhere on or within the premises, parking lot, or common walkways of the Dallas Makerspace.

Relevance:Not required. No funds required.

Allocate 6 honorarium classes for Digital Media a month (Kevin Patel)- Can't Attend

Problem: Digital Media couldn't get any classes in because everyone snatched them up the first week of the month

Solution: Set aside 6 classes a month that can't be used by any others.

Relevance: We won't have classes as we can't compete with people that have a locked down schedule of classes. We will get snuffed out trying to make unique one off classes.

Create new fund for certifications (Kevin Patel) - Can't Attend

Problem: We have the potential to get $80k on August 6 from the SBA and that money needs to be tracked separate from the general fund or it will be squandered and DMS wont be able to complete milestones that get us the rest of the $120k.

Solution: Immediately set aside SBA Grant MATCH funds from the General fund to a separate Certification fund.

Relevance: The money needs to be tracked separate to prevent problems completing the program

Old Business

Confirm new honorarium auditors and calendar administrators (Bill Gee)

Problem: BoD 2019-06-22 8.5 Confirm new honorarium auditors and calendar administrators (Bill Gee) was tabled because the BoD would like to speak with new Auditors prior to confirmation.

Original Submission

Problem: We have a lot of classes. It is not rare to have over 50 classes in the review queue. With the discussion about changes to the system, we need more volunteers.

Solution: Appoint the following individuals as additional honorarium auditors and calendar administrators:

Amanda Miller (@MrsMoose)

Relevance: Not required; does not require funds of $200 or more. But having more volunteers help us fulfill our educational mission.

Solution : Appoint the following individuals as additional honorarium auditors and calendar administrators:

  • Amanda Miller (@MrsMoose)

New Business

Revert honorarium class submission lead time back to 10 days from 6. (Bill Gee)

Problem: It is deemed that we currently have too many honorarium classes, more than our budget allows. While there is no cause and effect evidence, this change in the rules in November 2018 coincides with a tremendous increase in the number of classes submitted.

Solution: Change the honorarium class lead time back to 10 days from 6.

Relevance: This is one easy way to somewhat reduce the number of classes submitted for honorarium.

Suspend Honorariums until Expansion is complete (Stan Simmons)

Problem: The two big things that seem to be the biggest issues currently at DMS are the amount of honorarium spending, and the slow pace of expansion.

Solution: If the BoD wants to fix both of problems in one action, I propose that honorariums be suspended until the expansion is completed. This will stem the spending, spread the pain equally, and at the same time encourage people to help with expansion.

Relevance: No additional cost.

Schedule Special Election to Replace Resigned Board Member (Mike Cole [Draco])

Problem: Marshall Blatz has resigned from the Board of Directors. Our Bylaws require us to have 5 board members and also specify that board members are elected.

DMS Bylaws Section 2.1 Board of Directors

“1. The Board shall consist of five (5) elected persons…”

Solution: Schedule a Special Election Member Meeting to elect a board member to replace Marshall Blatz.

Relevance: May require money for a mailing of notice to voting members.

Create First Responder Discount (Board of Directors)

Problem: We would like to show our appreciation for the contributions that first responders make to local communities.

Solution: Under Membership Dues, Current Rate Schedule, create a new rate:

  • Plan Name: First Responder
  • Rate: $45/mo
  • Notes: This rate is for members who qualify under one of these categories: active law enforcement, active firefighter, active paramedic/EMS.  Please contact [email protected] to find out if you qualify. Eligible for voting rights after 90 days, see Voting Rights.

Purchase $627 in shelving for large storage bins (Brandon Green)

Problem: We purchased ~300 27 gallon storage bins from Costco for $2,614.92 and are currently not using them. There are currently multiple proposals for pricing / usage structure that will be determined by logistics, but we can't start using the bins without some shelves to put them on. With this shelving we could place 48 bins in a 2 ft by 24 ft area across walkway from the current personal storage bins OR next to current 104 workshop tool wall with some additional shelf shuffling.

Bin on a shelf

Solution: Allow up to $750 to be spent out of general fund to purchase 3 5 shelf 90in x 90in x 24in steel shelving as a place to locate 48 large personal storage bins. (If bought today home depot has 16% off the typical $250 price, so it would be $627 for the shelves)

Relevance: Facilitating storage of personal items such as PPE and teaching materials helps facilitate our core educational objectives.

Finance Rules (Brian Davis)

Problem: The Treasurer has indicated that additional rules are needed in the realm of finance in order to better manage the organization's finances.

Solution: Append Standing Rules Finance to include the following additional rules:

  • All Direct payments of DMS funds to DMS members, regardless of purpose, must be approved and/or performed by the Treasurer prior to the action necessitating payment being performed.. Purchase agents are not authorized to make purchases from members, pay any person for services rendered, or to use their credit cards in a manner intended to circumvent these rules or review processes.
  • All payments for services rendered, must be approved by the Board, and performed by the Treasurer.
  • All sales of DMS property must be approved by the Board or their delegate prior to sale. All payments for property sold must be remitted directly to Finance. Chairs or Members are not permitted to accept payment directly.
  • All contracts or agreements, whether written or verbal, between the Dallas Makerspace and any other party, must be approved in advance by the Board of Directors, without exception or limit. The Board may choose to delegate this authority to an Officer of the Corporation.
  • Cash payments for dues must be made only to the Finance group. Payments may not be made to any other individual. Place dues in an envelope, provide name and period dues are for, and place in finance box.

Emergency Items

Finance Rule 6 broken dependency (Erik Smith on behalf of Chris Marlow)

Problem: The 2019-06-22 BoD meeting Agenda Item 8.6 update to Finances Rule 6 broke the dependent subsections leaving the statements without meaningful context.

Solution: Update Rule Finances Rule 6 to read as follows (italics indicate new text) to restore the missing context:

All invoices or reimbursement requests presented for payment must be signed or authorized via e-mail by a Committee Chair or Vice-Chair, and submitted to Finance within 30 calendar days of the expense being incurred. No late submissions will be accepted. All reimbursement requests must include a receipt for the expense without exception or payment will not occur. Exceptions to this policy can be appealed to the Board of Directors. If a best effort is not made to provide the treasurer with a written invoice (or receipt) from the respective vendor:

Set Next BoD Meeting

Minutes

Minutes are in DRAFT status.

====
CALL TO ORDER 19:03

Scott
James
Unaimous


====
ATTENDANCE
- Scott Blevins
- Julie Harris
- James Henningson [via telepresence]
- Ken Purcell


====
PRIOR MINUTES

- MOTION: APPROVE PRIOR MINUTES
  - Proposed by: Scott
  - Seconded by: Julie
- VOTE
  - In Favor: Unanimous
  - Opposed: 
  - Abstained: 
- MOTION PASSED


====
FINANCIAL REPORT BY TREASURER


====
MEMBER RECOGNITION

Kevin Patel for his efforts


====
MOTION: TABLE 8.6 & 9.1 OUT OF CONSIDERAION FOR 48 HOUR RULE
 - Proposed: James
 - Seconde: Julie
- VOTE
  - In Favor: Unanimous
  - Opposed: 
  - Abstained: 
- MOTION PASSED


====
CONSENT AGENDA

----
6.1	Permission to Dispose of Large Dead Printers (Judy Kriehn & Lara Rosenblith)
- AS WRITTEN:
"
Logistics shall transfer the inoperable Epson printers located offsite to member(s) to the Wide Format Printers SIG for disposal under the condition they immediately remove them from offsite and the printers do not ever return to DMS premises.
"

----
6.2	Replace Procurement Officers with Procurement Agents (Erik Smith)
- AS WRITTEN:
"
Update Finances, 9.9 to read as follows:
'Only current procurement agents are allowed to have an active DMS credit card.'
 1. After changes in procurement agents, it is the responsibility of the Treasurer to ensure the credit card company's records.'
Update Organizational Roles and Responsibilities, 10.1.2.10 to read as follows:
'Works with Bookkeeper and take action to ensure Procurement Agents are timely in submitting receipts.Provide receipts for donors and together with Public Relations acknowledge contributions and donations.'
"

----
6.5	New Member Orientation Class (Erik Smith on behalf of Lara Rosenblith)
- AS WRITTEN:
"
I am proposing that we allow the modest honorarium for this class to be paid to the teacher and general fund. This would entice more teachers to teach this class and help new members feel welcome. We can help to make sure their needs are met while gauging why the members are here and will they be long term makers or circumstantial makers. Teachers for this class would need to be approved by the education chair as being certified to teach this class.
"

----
6.6	Procurement Agent List Cleanup (Board of Directors)
- AS WRITTEN:
"
Remove Matthew Mulherin, Nick Silva, and Adnan Chahbandar from the list of procurement agents.
"

----
6.7	Clarify Intoxicating Substance Policy (Chris Marlow)
- AS WRITTEN:
"
Modify first paragraph of the rule, replacing the word "alcohol" with "alcoholic beverages". All other sections remain as published. Modified rule would read (emphasis added for clarity):

'1. The possession or consumption of alcoholic beverages, illegal drugs, or other intoxicating substances is prohibited anywhere on or within the premises, parking lot, or common walkways of the Dallas Makerspace.'
"

----
MOTION: Approve the following consent agenda items as written:
• 6.1	Permission to Dispose of Large Dead Printers (Judy Kriehn & Lara Rosenblith)
• 6.2	Replace Procurement Officers with Procurement Agents (Erik Smith)
• 6.5	New Member Orientation Class (Erik Smith on behalf of Lara Rosenblith)
• 6.6	Procurement Agent List Cleanup (Board of Directors)
• 6.7	Clarify Intoxicating Substance Policy (Chris Marlow)
- Peoposed : Scott
- Seconded : Julie
- VOTE
  - In Favor: Unaimous
  - Opposed: 
  - Abstained: 
- MOTION PASSES


====
OLD BUSINESS

----
7.1	Confirm new honorarium auditors and calendar administrators (Bill Gee)
- AS WRITTEN:
"
Appoint the following individuals as additional honorarium auditors and calendar administrators:
Amanda Miller (@MrsMoose)
"
- MOTION: Move as written
  - Proposed by: James
  - Seconded by: Ken
- VOTE
  - In Favor: Unanimous
  - Opposed: 
  - Abstained: 
- MOTION APPROVED


====
NEW BUSINESS


----
6.3	Update Finances Rules #10 to comply with bylaws (Erik Smith)
- AS WRITTEN:
"
Replace Finances Rule #10 to read as follows:
'Only the current President and Treasurer are allowed to be authorized signers on DMS bank accounts.
 1. After a change in President, Secretary, or Treasurer, it is the responsibility of the Treasurer to ensure the bank's records are updated.'
"
- MOTION: Move as written
  - Proposed by: Ken
  - Seconded by: Julie
- VOTE
  - In Favor: Unanimous
  - Opposed: 
  - Abstained: 
- MOTION PASS


----
6.4	Establishment of Volunteer Recognition Comittee (Ryan Davidson and Amanda Miller)
- Note: The sponsor requested that this item be tabled until the next board meeting
- AS WRITTEN:
"
Create a new 'Volunteer Recognition' committee. This committee will be responsible for the inspiration and recognition of volunteering at DMS. With the creation of the committee we ask for a monthly stipend of $75. The money will be used to provide recognition in creative manners to those volunteers who go above and beyond. This can include teaching without taking honorarium, helping with maintenance and cleanup, expansion, or any other volunteer activities.
"
- MOTION: TABLE
  - Proposed by: Julie
  - Seconded by: Ken
- VOTE
  - In Favor: Unanimous
  - Opposed: 
  - Abstained: 
- MOTION TABLED


----
6.8	Allocate 6 honorarium classes for Digital Media a month (Kevin Patel)- Can't Attend
- AS WRITTEN:
"
Set aside 6 classes a month that can't be used by any others.
"
- MOTION: Dismiss
  - Proposed by: Scott
  - Seconded by: James
- VOTE
  - In Favor: Unanimous
  - Opposed: 
  - Abstained: 
- MOTION DISMISSED


----
6.9	Create new fund for certifications (Kevin Patel) - Can't Attend
- AS WRITTEN:
"
Immediately set aside SBA Grant MATCH funds from the General fund to a separate Certification fund.
"
- MOTION: Dismiss
  - Proposed by: Julie
  - Seconded by: Ken
- VOTE
  - In Favor: Unanimous
  - Opposed: 
  - Abstained: 
- MOTION DISMISSED


----
8.1	Revert honorarium class submission lead time back to 10 days from 6. (Bill Gee)
- AS WRITTEN:
"
Change the honorarium class lead time back to 10 days from 6.
"
- MOTION: Dismiss
  - Proposed by: Julie
  - Seconded by: James
- VOTE
  - In Favor: Unanimous
  - Opposed: 
  - Abstained: 
- MOTION DISMISSED


----
8.2	Suspend Honorariums until Expansion is complete (Stan Simmons)
- AS WRITTEN:
"
If the BoD wants to fix both of problems in one action, I propose that honorariums be suspended until the expansion is completed. This will stem the spending, spread the pain equally, and at the same time encourage people to help with expansion.
"
- MOTION: Dismiss
  - Proposed by: Julie
  - Seconded by: Ken
- VOTE
  - In Favor: Unanimous
  - Opposed: 
  - Abstained: 
- MOTION DISMISSED


----
8.3	Schedule Special Election to Replace Resigned Board Member (Mike Cole [Draco])
- AS WRITTEN:
"
Schedule a Special Election Member Meeting to elect a board member to replace Marshall Blatz.
"
- MOTION: TABLE UNTIL NEXT BOARD MEETING UNTIL LEGAL ADVICE CAN BE PROVIDED
  - Proposed by: Julie
  - Seconded by: James
- VOTE
  - In Favor: Unanimous
  - Opposed: 
  - Abstained: 
- MOTION TABLED


----
8.4	Create First Responder Discount (Board of Directors)
- AS WRITTEN:
"
Under Membership Dues, Current Rate Schedule, create a new rate:
Plan Name: First Responder
Rate: $40/mo
Notes: This rate is for members who qualify under one of these categories: active law enforcement, active firefighter, active paramedic/EMS.  Please contact [email protected] to find out if you qualify. Eligible for voting rights after 90 days, see Voting Rights.
"
- MOTION: Move as written
  - Proposed by: Scott
  - Seconded by: Julie
- VOTE
  - In Favor: Unanimous
  - Opposed: 
  - Abstained: 
- MOTION PASSES


----
8.5	Purchase $627 in shelving for large storage bins (Brandon Green)
- AS WRITTEN:
"
Allow up to $750 to be spent out of general fund to purchase 3 5 shelf 90in x 90in x 24in steel shelving as a place to locate 48 large personal storage bins. (If bought today home depot has 16% off the typical $250 price, so it would be $627 for the shelves)
"
- MOTION: DISMISS (refer back to Logistics)
  - Proposed by: Scott
  - Seconded by: Julie
- VOTE
  - In Favor: Unanimous
  - Opposed: 
  - Abstained: 
- MOTION DISMISSED (refer back to Logistics)


----
8.6	Finance Rules (Brian Davis)
- AS WRITTEN:
"
Append Standing Rules Finance to include the following additional rules:
'
• All Direct payments of DMS funds to DMS members, regardless of purpose, must be approved by the Board or Treasurer prior to the action necessitating the payment being performed.  Purchase agents are not authorized to make purchases from members, pay any person for services rendered, or to use their credit cards in a manner intended to circumvent these rules or review processes.
• All payments for services rendered, must be approved by the Board, and performed by the Treasurer.
• All sales of DMS property must be approved by the Board or their delegate prior to sale.  Property” as defined here, does not include items specifically purchased to sell to members as consumable items.  All payments for property sold must be remitted directly to Finance. Chairs or Members are not permitted to accept payment directly.
• All contracts or agreements, whether written or verbal, between the Dallas Makerspace and any other party, must be approved in advance by the Board of Directors, without exception or limit. The Board may choose to delegate this authority to an Officer of the Corporation.
• Cash payments for dues must be made only to the Finance group. Payments may not be made to any other individual. Place dues in an envelope, provide name and period dues are for, and place in finance box.
'
"
- [TABLED BY FLOOR MOTION]


====
EMERGENCY ITEMS

9.1	Finance Rule 6 broken dependency (Erik Smith on behalf of Chris Marlow)
"
Update Rule Finances Rule 6 to read as follows (italics indicate new text) to restore the missing context:
'
All invoices or reimbursement requests presented for payment must be signed or authorized via e-mail by a Committee Chair or Vice-Chair, and submitted to Finance within 30 calendar days of the expense being incurred. No late submissions will be accepted. All reimbursement requests must include a receipt for the expense without exception or payment will not occur. Exceptions to this policy can be appealed to the Board of Directors. If a best effort is not made to provide the treasurer with a written invoice (or receipt) from the respective vendor:
'
"
- [TABLED BY FLOOR MOTION]


====
NEXT MEETING SCHEDULED 25 AUGUST 2019 15:00


====
MEETING ADJOURNED 20:41

Action Items

Status Item Description Responsible Party
[ X ] Update Finances, 9.9 "Replace Procurement Officers with Procurement Agents" Secretary
[ X ] Remove Matthew Mulherin, Nick Silva, and Adnan Chahbandar from the list of procurement agents. Secretary
[ ] Cancel Matthew Mulherin, Nick Silva, and Adnan Chahbandar purchasing cards Finance
[ X ] Update Intoxicating Substance Policy Secretary
[ X ] Update list of Honorarium Auditors Secretary
[ ] Add new Honorarium Auditor to Calendar Infrastructure
[ X ] Update Finances Rules #10 Secretary
[ X ] Update Membership dues to include First Responder Discount Secretary
[ ] Create First Responder Rate in WHMCS Infrastructure