Board of Directors Meeting 20190908

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Agenda has been locked down per the 48-hour cutoff policy. Negotiate with the Secretary if you feel an agenda item needs to be added or updated.

Time, location

2019-09-08 15:00 Dallas Makerspace

Prior minutes

https://dallasmakerspace.org/wiki/Board_of_Directors_Meeting_20190907_Special_Meeting https://dallasmakerspace.org/wiki/Board_of_Directors_Meeting_20190825#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.

Old Business

Permanent Product Photography

This item was tabled at the 2019-08-25 BoD meeting with the understanding that Digital Media and PR would further develop it

Sponsor(s): Kevin Patel

Original Submission:

Problem: People want to take photos of their creations. DMS could use more photos of things people create floating around AOL. They can't do it quickly because they don't have time or know how to setup and tear down product photography. Digital Media voted for creating a product photography permanent setup to help makers but Logistics turned it down.

Solution: Allow one of the North tables to be permanently setup for photography.

Establishment of Volunteer Recognition Comittee

This item was tabled at the 2019-08-25 BoD meeting with the understanding that PR would flesh out an initiative

Sponsor(s): Ryan Davidson, Amanda Miller

Original Submission:

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.


Schedule Special Election to Replace Resigned Board Member

This item was tabled at the 2019-08-25 BoD meeting awaiting a response from DMS Legal Counsel

Sponsor(s): Mike Cole (Draco)

Original Submission:

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.


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 $1000 for which funds are requested from the Board in part or total, at least two weeks in advance of the board meeting.

Approve Sale of the Slate Spindle Sander

Sponsor(s): Erik Smith (on behalf of the Board of Directors)

Problem: Woodshop approved the sale of the Slate Spindle Sander to Paul Morley but has not produced minutes to this effect. The Board has reason to believe that proper procedures have otherwise been followed and a good-faith effort was made to sell this asset to the larger public.

Solution: Approve the sale of the Slate Spindle Sander to Paul Morley for $400 pending Treasurer sign-off of appropriate forms.

New Business

Standard Officer Charter

Sponsor(s): Erik Smith

Problem: Officer general charters are inconsistent and duplicated across multiple documents. A single general charter applicable to all Officers will be consistent and reduce maintenance requirements.

Solution:

  • Insert the following into the Officers page between "Current Officers" and "Past Officers" sections:

General Officer Charter

  1. Dallas Makerspace’s Board of Directors appoints the Officers and can remove Officers
    1. Appointment is by a majority vote of all Board members
    2. Removal is by a majority vote of all Board members after considering material facts and circumstances
    3. Officers report to and receive direction from the Board
  2. Officers are executives, corporate officers and will be indemnified and defended by Dallas Makerspace (DMS) just as a Board member would be
  3. Officer terms begin upon appointment and terminate in accordance with DMS Bylaws
  4. Officers shall have specific powers and duties enumerated by the Board of Directors
  • Replace the Secretary: appointment as an officer section with a section titled "General Secretary Charter" pointing to the General Officer Charter
  • Replace the President: Section 1: Appointment of President section with a section titled "General President Charter" pointing to the General Officer Charter
  • Insert a section into the Treasurer page between the "Treasurer" and "Duties" section titled "General Treasurer Charter" pointing to the General Officer Charter

Logistics Group Charter

Sponsor(s): Erik Smith

Problem: Logistics was changed to a Group headed by an Officer without an explicit charter

Solution: Replace Logistics' Purpose and Governance Model sections with a Logistics Charter:

Purpose

The Logistics Group performs operations and maintenance of common areas of the Dallas Makerspace, stocking common-use supplies and tools, operation of storage programs, and manages service contractors.

Operations Officer General Charter

The Operations Officer shall be bound by the General Officer Charter.

Governance

The Logistics Group is headed by the Operations Officer, who may appoint or dismiss members without cause. The Operations Officer shall record and publically post the names of all members of the Logistics Group, noting changes in a timely fashion. The Logistics Group shall meet on an as-needed basis and report to the Board when requested by the Board.

Operations

The Operations Officer may delegate functions of the Office of the Operations Officer to member(s) of the Logistics Group as they deem necessary.

Responsibilities of the Office of the Operations Officer

  1. Common Areas : Logistics Group operates as the "default committee" for areas not explicitly assigned to other committees as dedicated # work areas or storage
    1. Workshop(s)
    2. Hallways
    3. Lobbies
    4. Restrooms
    5. Galley
    6. Common Room
  2. Common-use supplies/tools
    1. Toiletries
    2. Workshop tools
    3. First aid
    4. Safety
  3. Member Storage
    1. Personal / Project storage programs
    2. Contingent storage outside of existing programs
  4. Service Contractors
    1. Housekeeping
    2. Waste collection
  5. Inventory management

Finances

The Logistics Group shall have a monthly allocation specified by the Board of Directors. This shall be charged against the general fund; Logistics Group will retain no balance.

Infrastructure Group Charter

Sponsor(s): Erik Smith

Problem: Infrastructure was changed to a Group headed by an Officer without an explicit charter

Solution: Replace Infrastructure's Purpose section with an Infrastructure Charter:

Purpose

The Infrastructure Group performs operations and maintenance of Dallas Makerspace mechanical/electrical/plumbing (MEP), communications, online presence, and physical security.

Infrastructure Officer General Charter

The Infrastructure Officer shall be bound by the General Officer Charter.

Governance

The Infrastructure Group is headed by the Technology Officer, who may appoint or dismiss members without cause. The Technology Officer shall record and publically post the names of all members of the Infrastructure Group, noting changes in a timely fashion. The Infrastructure Group shall meet on an as-needed basis and report to the Board when requested by the Board.

Operations

The Technology Officer may delegate functions of the Office of the Technology Officer to member(s) of the Infrastructure Group as they deem necessary.

Responsibilities of the Office of the Technology Officer

  1. Facility MEP (Mechanical, Electrical, Plumbing)
    1. Plumbing
    2. HVAC
    3. Electrical
    4. Compressed air
  2. Onsite Electronic Communications / information assets
    1. LAN
    2. Wi-fi
    3. Internet
    4. Onsite servers
    5. Phones
    6. DMS-owned computers
  3. Online presence
    1. Website (infrastructure)
    2. Cloud infrastructure
    3. Internet access
  4. Physical security
    1. Access control
    2. Cameras
  5. Contracts related to Infrastructure

Finances

The Infrastructure Group shall have a monthly allocation specified by the Board of Directors. This shall be charged against the general fund; Infrastructure Group will retain no balance.

Emergency Items

Items requiring immediate action by the BoD for safety.

Solution: Chris Marlow’s contract spend authority is revoked, retroactive to 2019-02-13. James Henningson’s authority as Interim Certificate of Occupancy Group Leader and associated spending authority is revoked effective 2019-06-01.

Set Next BoD Meeting

Minutes

====
15:02 CALL TO ORDER


====
ATTENDANCE
- Scott Blevins
- Julie Harris
- James Henningson 
- Ken Purcell


====
PRIOR MINUTES

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


====
FINANCIAL STATEMENT: 
None at this time, Brad Sims is our new treasurer, we expect a financial report soon.

Board recognizes that a formal Treasurer's report that is GAAP compliance is important.


====
Julie: Recognition for Jason Harner for his assistance with finance

James: Recognition for Merissa Green helping with environmental survey

Lara: Recognition for all DMS members that submitted to the State Fair - DMS members won numerous awards
Scott: Encourage all members to participate

Ken: Recognition for Brandon Green doubling our available work tables and increasing our project storage space

Scott: Pot luck last night, recognition for those that organized a well-received social function
Lara: Unable to attend but popped in briefly and saw good fellowship

Scott: Recognition for Brian Davis putting in herculean effort as Treasurer, identifying existential risks to the organization and preparing the ground for making the work sustainable


====
OLD BUSINESS

5.1	Permanent Product Photography
- AS WRITTEN: "Allow one of the North tables to be permanently setup for photography."
- MOTION: Dismiss
  - Proposed: James
  - Seconded: Scott
- VOTE
  - In Favor: Unanimous
  - Opposed: 
  - Abstained: 
- MOTION DISMISSED


----
5.2	Establishment of Volunteer Recognition Comittee
- 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."
- James: Feel that this more of a SIG under PR than a committee-level function
- MOTION: Dismiss
  - Proposed: James
  - Seconded: Scott
- VOTE
  - In Favor: Unanimous
  - Opposed: 
  - Abstained: 
- MOTION DISMISSED


----
5.3	Schedule Special Election to Replace Resigned Board Member
- AS WRITTEN: "Schedule a Special Election Member Meeting to elect a board member to replace Marshall Blatz."
- Julie: Working with the lawyer on thuis, hope for response next week
- MOTION: Table
  - Proposed: Julie
  - Seconded: James
- VOTE
  - In Favor: Unanimous
  - Opposed: 
  - Abstained: 
- MOTION TABLED


====
CONSENT AGENDA
6.1	Approve Sale of the Slate Spindle Sander
- AS WRITTEN: "Approve the sale of the Slate Spindle Sander to Paul Morley for $400 pending Treasurer sign-off of appropriate forms."
- MOTION: As written
  - Proposed: James
  - Seconded: Julie
- VOTE
  - In Favor: Unanimous
  - Opposed: 
  - Abstained: 
- MOTION PASSED


====
NEW BUSINESS

7.1	Standard Officer Charter
- AS WRITTEN: 
"
Insert the following into the Officers page between "Current Officers" and "Past Officers" sections:
General Officer Charter

'
1.Dallas Makerspace’s Board of Directors appoints the Officers and can remove Officers
a. Appointment is by a majority vote of all Board members
b. Removal is by a majority vote of all Board members after considering material facts and circumstances
c. Officers report to and receive direction from the Board
2. Officers are executives, corporate officers and will be indemnified and defended by Dallas Makerspace (DMS) just as a Board member would be
3. Officer terms begin upon appointment and terminate in accordance with DMS Bylaws
4. Officers shall have specific powers and duties enumerated by the Board of Directors
'
Replace the Secretary: appointment as an officer section with a section titled "General Secretary Charter" pointing to the General Officer Charter
Replace the President: Section 1: Appointment of President section with a section titled "General President Charter" pointing to the General Officer Charter
Insert a section into the Treasurer page between the "Treasurer" and "Duties" section titled "General Treasurer Charter" pointing to the General Officer Charter
"
- MOTION: AS WRITTEN
  - Proposed: Julie
  - Seconded: James
- VOTE
  - In Favor: Unanimous
  - Opposed: 
  - Abstained: 
- MOTION PASSED


----
7.2	Logistics Group Charter
- AS WRITTEN:
"
Replace Logistics' Purpose and Governance Model sections with a Logistics Charter:

'
Purpose
The Logistics Group performs operations and maintenance of common areas of the Dallas Makerspace, stocking common-use supplies and tools, operation of storage programs, and manages service contractors.

Operations Officer General Charter
The Operations Officer shall be bound by the General Officer Charter.

Governance
The Logistics Group is headed by the Operations Officer, who may appoint or dismiss members without cause. The Operations Officer shall record and publically post the names of all members of the Logistics Group, noting changes in a timely fashion. The Logistics Group shall meet on an as-needed basis and report to the Board when requested by the Board.

Operations
The Operations Officer may delegate functions of the Office of the Operations Officer to member(s) of the Logistics Group as they deem necessary.

Responsibilities of the Office of the Operations Officer
1. Common Areas : Logistics Group operates as the "default committee" for areas not explicitly assigned to other committees as dedicated # work areas or storage
	1. Workshop(s)
	2. Hallways
	3. Lobbies
	4. Restrooms
	5. Galley
	6. Common Room
2. Common-use supplies/tools
	1. Toiletries
	2. Workshop tools
	3. First aid
	4. Safety
3. Member Storage
	1. Personal / Project storage programs
	2. Contingent storage outside of existing programs
3. Service Contractors
	1. Housekeeping	
	2. Waste collection
4. Inventory management

Finances
The Logistics Group shall have a monthly allocation specified by the Board of Directors. This shall be charged against the general fund; Logistics Group will retain no balance.
'
"
- James: Secretary to start discussion regarding communications structre for next meeting
- MOTION: AS WRITTEN
  - Proposed: James
  - Seconded: Julie
- VOTE
  - In Favor: Unanimous
  - Opposed: 
  - Abstained: 
- MOTION PASSED


----
7.3	Infrastructure Group Charter
- AS WRITTEN:
"
Replace Infrastructure's Purpose section with an Infrastructure Charter:
'
Purpose
The Infrastructure Group performs operations and maintenance of Dallas Makerspace mechanical/electrical/plumbing (MEP), communications, online presence, and physical security.

Infrastructure Officer General Charter
The Infrastructure Officer shall be bound by the General Officer Charter.

Governance
The Infrastructure Group is headed by the Technology Officer, who may appoint or dismiss members without cause. The Technology Officer shall record and publically post the names of all members of the Infrastructure Group, noting changes in a timely fashion. The Infrastructure Group shall meet on an as-needed basis and report to the Board when requested by the Board.

Operations
The Technology Officer may delegate functions of the Office of the Technology Officer to member(s) of the Infrastructure Group as they deem necessary.

Responsibilities of the Office of the Technology Officer
1. Facility MEP (Mechanical, Electrical, Plumbing)
	1. Plumbing
	2. HVAC
	3. Electrical
	4. Compressed air
2. Onsite Electronic Communications / information assets
	1.LAN
	2. Wi-fi
	3. Internet
	4. Onsite servers
	5. Phones
	6. DMS-owned computers
3. Online presence
	1. Website
	2. Cloud infrastructure
	3. Internet access
4. Physical security
	1. Access control
	2. Cameras
5. Contracts related to Infrastructure
Finances
The Infrastructure Group shall have a monthly allocation specified by the Board of Directors. This shall be charged against the general fund; Infrastructure Group will retain no balance.
'
"
- James: Secretary to start discussion regarding communications structure for next meeting
- MOTION: 
  - Proposed: James
  - Seconded: Ken
- VOTE
  - In Favor: Unanimous
  - Opposed: 
  - Abstained: 
- MOTION PASSED


====
EMERGENCY BUSINESS

- MOTION: "Chris Marlow’s contract spend authority is revoked, retroactive to 2019-02-13.  James Henningson’s authority as Interim Certificate of Occupancy Group Leader and associated spending authority is revoked retroactive to 2019-06-01."
  - Proposed: James
  - Seconded: Ken
- VOTE
  - In Favor: Ken, Julie, Scott
  - Opposed: 
  - Abstained: James
- MOTION PASSED


====
NEXT BOARD MEETING 2019-10-13 15:00


====
MEETING ADJOURNED 15:39

Action Items

Status Item Description Responsible Party
[X] Standard Officer Charter Secretary
[X] Logistics Group Charter Secretary
[X] Infrastructure Group Charter Secretary
[X] Logistics/Infrastructure communications structure conversation Secretary