Board of Directors Meeting 20191013

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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

2019-10-13 15:00 Dallas Makerspace

Prior minutes

https://dallasmakerspace.org/wiki/Board_of_Directors_Meeting_20190908 https://dallasmakerspace.org/wiki/Board_of_Directors_Meeting_20190929_Special_Meeting https://dallasmakerspace.org/wiki/Board_of_Directors_Meeting_20191005_Special_Meeting

Financial Statement

Member Recognition and Complaints

  • Paul LaChance : Provided remote hands to remedy multiple safety situations

Old Business

Schedule Special Election to Replace Resigned Board Member

This item was tabled at the 2019-09-08 BoD meeting awaiting a response from DMS Legal Counsel, expected week of 2019-09-09

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.

Chartered Groups Communications Structure

At the 2019-09-08 BoD meeting, several Board members expressed concern regarding the new Logistics and Infrastructure charters regarding communications between the Groups, the Board, and the Memberships. The Secretary has been tasked with starting a discussion and placing an agenda item to address these concerns.

At present this is a placeholder until an agenda item is developed that satisfies the concerns of stakeholders.

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.

Confirm Hackerspace Chair

Sponsor(s): Rafael Rincón

Problem: The Hackerspace needed new leadership. We held an election. We voted unanimously to nominate Rafael Rincón for chair of the committee.

Solution: Confirm the nomination of Rafael Rincón for chair of the Hackerspace.

Relevance: Not applicable.

October Committee Elections

Sponsor(s): Erik Smith

Problem: November is nearly upon us, which means it is nearly time for our bi-annual Committee Chair elections. The Standing Rules state:

  1. 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.

Solution: Committees shall hold Chair elections no later than November 8 2019 for confirmation at the November Board of Directors meeting, expected to be scheduled some time after.

New Business

Win Shields Classes

Sponsor(s): Fred Philibert

Problem: Win Shields’ classes were canceled by the Board with no advance notice nor reasonable explanation.

Solution: Reinstate Win Shields’ ability to hold classes at Makerspace.

Relevance:

Reinstate Win Shields’ ability to hold classes at Makerspace, or in the interest of transparency, explain this decision made in secret.  

At a minimum, explain:

  1. Complaints about the classes.
  2. How free classes that educate and inform the general public do not fit our mission.

At a time when parking lots and classrooms are mostly empty at Makerspace, I cannot understand why these classes were canceled. If the number of classes held was deemed excessive, perhaps some compromise may be worked out.

Allocate Funds for Metal Shop Gas Relocation Project

Sponsor(s): Jim Hartnett

Problem: We currently store a number of high pressure welding cylinders inside the building. Bottles are individually hooked up to units, and when empty members manually swap them. This has created a number of problems:

  • Many members have trouble lifting the bottles on to the welder cart and installing them
  • As a volunteer run org, we have had trouble ensuring someone is present for Metroplex, our gas supplier, to assist with bottle swaps. This has created missed swap service, and caused confusion when swapping bottles leaving too many or too few bottles.

Solution: Implement an inert welding gas cradle system adjacent to Blacksmithing's gas cage. It provides the following benefits:

  • allows for our provider to swap gas without interacting with members
  • prevents members from needing to lift heavy gas bottles and reduces risk from usage
  • frees up additional space in the metal shop, such that we can possibly squeeze in the second welding table early or at the very least create a more efficient welding bay
  • allows for plumbing inert gas lines at 150 PSI, similar to the existing shop air system, for welding use in other areas or other committees that determine they need inert gas

To fund this project, Metal Shop would receive an allocation from the Board of Directors to complement their contribution to the project. Current estimates place the total install cost with a Not to Exceed of $2,000 of which metal shop will contribute 50%.

In addition to this pending BoD approval, the following restrictions will otherwise take precedence:

  • Metal Shop has a committee meeting on the Saturday before the BoD meeting. This will be discussed and a vote taken then. If the committee withdraws, then this agenda item will be withdrawn. If the committee cannot make a decision before this board meeting, then the project will not be executed until a formal decision has been made regardless of this BoD agenda result.
  • The landlord has already approved the gas cage for blacksmithing, and we do not expect any issues for this addition however it is a risk to the project proceeding and will be sorted before execution.

Relevance: This project promotes making in the metal shop by reducing the complexity for the average member, and opening up the welders to members who are not comfortable handling the gas cylinders. With the extra space classes can be taught easier, and equipment will be easier to use and maintain in a less crowded environment.

Appoint Interim Woodshop Chair

Sponsor(s): Erik Smith (on behalf of Mike Jury)

Problem: Mark Salas has stepped down as Woodshop Chair

Solution: Appoint Mike Jury Interim Woodshop Chair until Chair elections are held in November

Relocate Amateur Radio SIG

Sponsor(s): Richard Meyer

Problem: The 102 Warehouse Electrical Room is required by City Code to be expanded to a minimum of 250 square feet due to the electrical size of the 480 Volt transformer.  Knowing DMS, any extra space will soon be consumed by anything and everything in an uncontrolled manner.  

Solution: Request the relocation of the Amateur Radio SIG from the Electronics Lab to the Warehouse Electrical Room.  

1.    Occupation of this room will prevent the area from becoming a generic storage room.

2.    The Amateur Radio SIG has 21 active FCC licensed members. 

3.    Radio equipment and non-flammable items are allowed inside an Electrical Room. 

4.    Radio Operators are trained to operator around high voltage equipment.

5.    Controlled area has a locked door to allow limited access to radio transmitting equipment in compliance with FCC Regulations.

6.    Location is closer to the middle of the building for rooftop antennas.

7.    Location is close to the electric mains for reduced electrical interference.

8.    Amateur Radio SIG may become a separate Committee in the near future.  

Cost: No cost.

Restore Honorariums

Sponsor(s): Brad Sims, Treasurer, Dallas Makerspace

Situation: In order to curtail completely uncontrolled honorarium spending, the board and the committee chairs implemented changes to the honorarium system that, while successful in stopping the massive outpouring of honorarium funds, has led to fewer classes being taught than is desired by the organization.

Problem: The organization desires to motivate its members to volunteer their time to teach but wishes to maintain controls on honorarium spending.

Solution: Implement the following:  

1. Honorarium payments to teachers will be restored to their original level of $50.00 per class taught that meets the previously established subject and attendance requirements.

2. Honorarium payments will be limited to two (2) per teacher, per month to begin with and this class limit will be periodically reviewed and adjusted to encourage more teaching or to control costs.

3. Honorarium payments to committees will remain at the current level of $25.00 per class taught for the first two classes taught in which the teacher has elected to receive personal honorarium. Once a teacher has exceeded the two-class personal limit, the committee portion shall increase to $50.00 for any additional classes taught.

4. Teachers will continue to have the option to donate the two (2) $50.00 honorariums they are eligible for to the committee of their choice at the time the class is posted on the DMS calendaring system.

Cost: Variable, based on classes taught.

Adopt Financial SOP

Sponsor(s): Brad Sims, Treasurer, Dallas Makerspace

Situation: The Dallas Makerspace accounting and financial policies and controls have essentially existed with a wild west mentality since it was founded. Our independent accountants, attorneys, and others have long advised us that the adoption of a more thorough set of policies and procedures is in the organization's best interest.

Problem: The organization's financial and accounting policies and controls are woefully out of date or non-existent.

Solution: Adopt the set of policies located at the following address:  

https://drive.google.com/open?id=1gi2MPp3P8ICXgT-MK3JEuKD0pPgG9Vi9

Cost: No cost, only sweet sweet avoidance of risk.

Rename "Starving Hacker" to Student/Retired/Veteran

Sponsor(s): Julie Harris

Problem: The term "Starving Hacker" is confusing and difficult to verify.

Solution: Rename Starving Hacker to Student/Retired/Veteran

Relevance: Student, retired and veteran is less confusing and easily verified.

Create a "Member Service Group"

Sponsor(s): Lara Rosenblith

Problem: New members often feel lost or overwhelmed when they first sign up. The New Member orientation classes have helped but generally have a low turnout at this time. We also need a team responsible for community building and retaining members.

Solution: Create a Member Services group under the President. The group would be headed by the Member Services Chair, who would be appointed by the President. This team would be responsible for weekly tour nights, New Member Orientation, meeting with chairs and vice chairs of the committees to compile a list of classes and training only equipment for the purposes of pairing students with classes and teachers, and general community building within the space.

Relevance:

Creating a new group responsible for new member on-boarding and member relations that would be its own separate entity and not housed under PR. This would allow us to better serve our members while freeing PR to focus on external PR.

Change PR and Education Committees to Officer led Groups

Sponsor(s): Lara Rosenblith

Problem: Both the Education and PR committees are responsible for day to day services and as such, should be groups rather than committees.

Solution: Change PR and Education committees to a group that would report to the President. As essential business functions, this change would allow the President to give both groups the direction and attention needed in order to ensure these duties are remaining focused and progressing toward their collective goals. Additionally, it will simplify the process of keeping the board informed, apprised, and involved and ensuring that these groups are implementing the Board’s strategic vision.

Updated Solution: Change PR and Education to groups that will report to the office of the President, to be lead by coordinators appointed by the President. As essential business functions, this change would allow the President to give both groups the direction and attention needed in order to ensure these duties are remaining focused and progressing toward their collective goals. Additionally, it will simplify the process of keeping the board informed, apprised, and involved and ensuring that these groups are implementing the Board’s strategic vision.

Relevance:

This would allow PR to have continued support from the board and almost immediate response when needing to get out timely news, fliers and other marketing materials. With a unified goal in mind, the PR group can focus on 3 main areas - external pr/member recruitment, website/social media, and fundraising. The Education committee also needs to be a group so they can better service teachers, help new teachers develop curriculum, audit current classes, and create a guideline for Honorarium auditors to use when determining whether a class should get honorarium or be denied, Currently one HA has the ability to decline and there are only very loose guidelines. We need to ensure we are being fair to our teachers. Our mission includes education and we need a team who can ensure the classes being offered are in line with our mission. These groups would still have monthly open meetings.

Emergency Items

Items requiring immediate action by the BoD for safety.

Set Next BoD Meeting

2019-11-17 15:30

Minutes

DRAFT MINUTES

====
15:00 CALL TO ORDER


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


====
PRIOR MINUTES

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


====
FINANCIAL STATEMENT

Delivered by Brad Sims, Dallas Makerspace Treasurer


====
MEMBER RECOGNITION

* Paul LaChance : Provided remote hands to remedy multiple safety situations

- MOTION: AS WRITTEN
  - Proposed: 
  - Seconded: 
- VOTE
  - In Favor: Unanimous
  - Opposed: 
  - Abstained: 
- MOTION 


====
OLD BUSINESS


5.1	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.
- Per advice from legal counsel, the DMS Board is to appoint a replacement Director in accordance with Texas statutes
- MOTION: DISMISS
  - Proposed: Julie
  - Seconded: James
- VOTE
  - In Favor: UNANIMOUS
  - Opposed: 
  - Abstained: 
- MOTION DISMISSED


----
5.2	Chartered Groups Communications Structure
- AS WRITTEN: [no proposal]
- MOTION: DISMISS
  - Proposed: Julie
  - Seconded: Ken
- VOTE
  - In Favor: Unanimous
  - Opposed: 
  - Abstained: 
- MOTION DISMISSED


====
CONSENT AGENDA


6.1	Confirm Hackerspace Chair
- AS WRITTEN: Confirm the nomination of Rafael Rincón for chair of the Hackerspace.



----
6.2	October Committee Elections
- AS WRITTEN:  Committees shall hold Chair elections no later than November 8 2019 for confirmation at the November Board of Directors meeting, expected to be scheduled some time after.
- MOTION: AMEND: "Committees shall hold Chair elections no later than November 16 2019 for confirmation at the November Board of Directors meeting, expected to be scheduled some time after."
  - Proposed: Ken
  - Seconded: Julie
- VOTE
  - In Favor: 
  - Opposed: 
  - Abstained: 
- MOTION PASSED


----
MOTION: Pass Consent Agenda items 6.1 as written, 6.2 as amended
  - Proposed: Julie
  - Seconded: James
- VOTE
  - In Favor: UNANIMOUS
  - Opposed: 
  - Abstained: 
- MOTION PASSED


====
NEW BUSINESS


7.1	Win Shields Classes
- AS WRITTEN: Reinstate Win Shields’ ability to hold classes at Makerspace.
- MOTION: DISMISS
  - Proposed: Julie
  - Seconded: Ken
- VOTE
  - In Favor: UNANIMOUS
  - Opposed: 
  - Abstained: 
- MOTION DISMISSED


----
7.2	Allocate Funds for Metal Shop Gas Relocation Project
- AS WRITTEN:  
"
 Implement an inert welding gas cradle system adjacent to Blacksmithing's gas cage. It provides the following benefits:

1. allows for our provider to swap gas without interacting with members
2. prevents members from needing to lift heavy gas bottles and reduces risk from usage
3. frees up additional space in the metal shop, such that we can possibly squeeze in the second welding table early or at the very least create a more efficient welding bay
4. allows for plumbing inert gas lines at 150 PSI, similar to the existing shop air system, for welding use in other areas or other committees that determine they need inert gas
To fund this project, Metal Shop would receive an allocation from the Board of Directors to complement their contribution to the project. Current estimates place the total install cost with a Not to Exceed of $2,000 of which metal shop will contribute 50%.

In addition to this pending BoD approval, the following restrictions will otherwise take precedence:

1. Metal Shop has a committee meeting on the Saturday before the BoD meeting. This will be discussed and a vote taken then. If the committee withdraws, then this agenda item will be withdrawn. If the committee cannot make a decision before this board meeting, then the project will not be executed until a formal decision has been made regardless of this BoD agenda result.
2. The landlord has already approved the gas cage for blacksmithing, and we do not expect any issues for this addition however it is a risk to the project proceeding and will be sorted before execution.
"
- Freddy Calvert spoke in place of Jim Hartnett
- MOTION: Allocate funds not to exceed $1000 from the General Fund to Metal Shop
  - Proposed: Julie
  - Seconded: James
- VOTE
  - In Favor: James, Julie, Ken (Scott has indicated via secondhand means that he intended to vote aye)
  - Opposed: 
  - Abstained: (Scott by default)
- MOTION PASSED


----
7.3	Appoint Interim Woodshop Chair
- AS WRITTEN:  Appoint Mike Jury Interim Woodshop Chair until Chair elections are held in November
- MOTION: AS WRITTEN
  - Proposed: James
  - Seconded: Julie
- VOTE
  - In Favor: UNANIMOUS
  - Opposed: 
  - Abstained: 
- MOTION PASSED


----
7.4	Relocate Amateur Radio SIG
- AS WRITTEN:  
"
Request the relocation of the Amateur Radio SIG from the Electronics Lab to the Warehouse Electrical Room.  
1.    Occupation of this room will prevent the area from becoming a generic storage room.
2.    The Amateur Radio SIG has 21 active FCC licensed members. 
3.    Radio equipment and non-flammable items are allowed inside an Electrical Room. 
4.    Radio Operators are trained to operator around high voltage equipment.
5.    Controlled area has a locked door to allow limited access to radio transmitting equipment in compliance with FCC Regulations.
6.    Location is closer to the middle of the building for rooftop antennas.
7.    Location is close to the electric mains for reduced electrical interference.
8.    Amateur Radio SIG may become a separate Committee in the near future.  
"
- MOTION: AS WRITTEN
  - Proposed: Ken
  - Seconded: James
- VOTE
  - In Favor: UNANIMOUS
  - Opposed: 
  - Abstained: 
- MOTION PASSED


----
7.5	Restore Honorariums
- AS WRITTEN:  
"
Implement the following:  
1. Honorarium payments to teachers will be restored to their original level of $50.00 per class taught that meets the previously established subject and attendance requirements.
2. Honorarium payments will be limited to two (2) per teacher, per month to begin with and this class limit will be periodically reviewed and adjusted to encourage more teaching or to control costs.
3. Honorarium payments to committees will remain at the current level of $25.00 per class taught for the first two classes taught in which the teacher has elected to receive personal honorarium. Once a teacher has exceeded the two-class personal limit, the committee portion shall increase to $50.00 for any additional classes taught.
"
4. Teachers will continue to have the option to donate the two (2) $50.00 honorariums they are eligible for to the committee of their choice at the time the class is posted on the DMS calendaring system.
"
- MOTION: AS WRITTEN
  - Proposed: Ken
  - Seconded: Scott
- VOTE
  - In Favor: UNANIMOUS
  - Opposed: 
  - Abstained: 
- MOTION PASSED


----
7.6	Adopt Financial SOP
- AS WRITTEN:  
"
Adopt the set of policies located at the following address:  
https://drive.google.com/open?id=1gi2MPp3P8ICXgT-MK3JEuKD0pPgG9Vi9
"
- MOTION: AS WRITTEN w/ remark that this document can be modified in the future
  - Proposed: Julie
  - Seconded: Ken
- VOTE
  - In Favor: Unanimous
  - Opposed: 
  - Abstained: 
- MOTION PASSED


----
7.7	Rename "Starving Hacker" to Student/Retired/Veteran
- AS WRITTEN:  Rename Starving Hacker to Student/Retired/Veteran
- MOTION: Amend proposal to read "Redefine Starving Hacker to Student/Retired/Veteran"
  - Proposed: Julie
  - Seconded: Ken
- VOTE
  - In Favor: UNANIMOUS
  - Opposed: 
  - Abstained: 
- MOTION AMENDED
- MOTION: Pass as amended
  - Proposed: Julie
  - Seconded: James
- VOTE
  - In Favor: UNANIMOUS
  - Opposed: 
  - Abstained: 
- MOTION PASSED


----
7.8	Create a "Member Service Group"
- AS WRITTEN:  Create a Member Services group under the President. The group would be headed by the Member Services Chair, who would be appointed by the President. This team would be responsible for weekly tour nights, New Member Orientation, meeting with chairs and vice chairs of the committees to compile a list of classes and training only equipment for the purposes of pairing students with classes and teachers, and general community building within the space.
- MOTION: AS WRITTEN
  - Proposed: James
  - Seconded: Ken
- VOTE
  - In Favor: UNANIMOUS
  - Opposed: 
  - Abstained: 
- MOTION PASSED


----
7.9	Change PR and Education Committees to Officer led Groups
- AS WRITTEN:  Change PR and Education committees to a group that would report to the President. As essential business functions, this change would allow the President to give both groups the direction and attention needed in order to ensure these duties are remaining focused and progressing toward their collective goals. Additionally, it will simplify the process of keeping the board informed, apprised, and involved and ensuring that these groups are implementing the Board’s strategic vision.
- MOTION: AMEND MOTION TO READ AS FOLLOWS:
"
Change PR and Education to groups that will report to the office of the President, to be lead by coordinators appointed by the President. As essential business functions, this change would allow the President to give both groups the direction and attention needed in order to ensure these duties are remaining focused and progressing toward their collective goals. Additionally, it will simplify the process of keeping the board informed, apprised, and involved and ensuring that these groups are implementing the Board’s strategic vision.
"
  - Proposed: Julie
  - Seconded: Ken
- VOTE
  - In Favor: UNANIMOUS
  - Opposed: 
  - Abstained: 
- MOTION AMENDED
- MOTION: PASS AS AMENDED
  - Proposed: Julie
  - Seconded: James
- VOTE
  - In Favor: UNANIMOUS
  - Opposed: 
  - Abstained: 
- MOTION 


====
EMERGENCY BUSINESS


----
MOTION: Stan Simmons to be suspended for an additional 30 days or until a disciplinary hearing can be scheduled
  - Proposed: Ken
  - Seconded: James
- VOTE
  - In Favor: UNANIMOUS
  - Opposed: 
  - Abstained: 
- MOTION PASSED


----
MOTION: Approve Logistics spending up to $1800 for Ryobi tools
  - Proposed: Ken
  - Seconded: James
- VOTE
  - In Favor: UNANIMOUS
  - Opposed: 
  - Abstained: 
- MOTION PASSED


----
MOTION: Approve Woodshop spending up to $900 for emergency repairs
  - Proposed: Ken
  - Seconded: James
- VOTE
  - In Favor: UNANIMOUS
  - Opposed: 
  - Abstained: 
- MOTION PASSED


====
NEXT BOARD MEETING 2019-11-17 15:30


====
MEETING ADJOURNED 16:40

Action Items

Status Item Description Responsible Party
[X] Update Hackerspace Chairperson to Rafael Rincón Secretary
[ ] Allocate up to $1000 to Metalshop pending final quote for inert welding gas cradle Finance
[X] Update Woodshop Chairperson to Mike Jury Secretary
[X] Update Honorarium rules Secretary
[X] Publish Financial SOP (Financial Policy Manual) Secretary
[X] Update Rates to reflect change of Starving Hacker to Student/Retired/Veteran Secretary
[X] Create Member Services Group Wiki entry Secretary
[ ] Update PR and Education to Groups reporting to the President Secretary
[X] Update Stan Simmons suspension status Secretary
[ ] Allocate $1800 to Logistics for up to $1800 in Ryobi tools Finance
[ ] Approve up to $900 expenditure for Woodshop repairs Finance