Regular member meeting 20190215

Time, location

7:16 pm, Dallas Makerspace

Status of Meeting

This meeting was never called to order as an official Regular Member Meeting that held quorum. Quorum was never established at this meeting and nothing was attempted to be voted on.

Submitted Meeting Summary

The following is a meeting summary written by Ian Seamans, or @Sherlockiain on Talk. This summary is not official and should not be quoted. Before making decisions or opinions based off this summary please review the video or audio of the meeting. This summary is largely unedited and is missing some details, statements, and names. If you have extra time please help by adding indenting and minor edits.

Meeting called to order at 7:16.

Member meeting. Four board members minus Luke Strickland

Board puts forward statement thanking Chris Marlow

Chris Marlow makes a statement with powerpoint invited by Board.

Procurement, history and events from last 6 months, facts about the projects itself

Competitive sourcing with

At least two sources (except one)

Specialty-Asbestos sampling

Three on larger purchases

Negotiated reduced pricing

Every expense recorded on a drive

Ken Purcell, bookkeeper, Kris had access

Tax-exempt accounts

Incorrect (unauthorized) committee expenses reversed

Events

Summer 2018

Architect/engineer made a deal to do very reduced price in exchange for keeping the architect/engineer name secret. If violated $95k price.

Nov/Dec

Names of GCs

Sought bids from 6 contractors

Contractors to assume 2/1 start date

Scope of work - big

Draft construction contract

Standard shell contract not yet finalized

Final draft will be reviewed by the board

No meetings in Dec

January

Competitive bids

Unsuccessful bidder did bad things with members?

Board was told name of contractor

Made contractor response to 54 amendments and 8 alternate bids

All members of board received written cost breakdown

Not segregated by committee

Cost reduction and scope clarification

Requirements in engineering drawings

Frivolous requests

Electrical switch gear reductions (ONCOR/engineer)

Contractor assumptions and scope

Contractor meetings

Options for the Board

Board review of several contract pricing options

None finalized

Board created hybrid of plans

Unanimous, informal poll, Board concurrence of hybrid option constructed by Board

Board teleconference with PureTax

They said they did their due diligence

They said we can afford

They said good for growth

They said no problem

Bid info shared with all Board members

Construction progress payments on a monthly basis based off work completed

Further delays would liekly make the contractor move on

Luke didn’t respect confidential info, posted info in public

Project details

Cost is consistent with scope

102 is not as code compliant as lead to believe by landlord

Due to code violations no electricity

Several fire hazards in electrical system that had to be removed

Other fire requirements not met (eg. emergency exits)

Must comply with ADA requirements

Per PureTax we can afford this with current resources

Other things needing to be done

No exhaust or compressed air

No electricity

DIY demo needs to be finished before cert of occupancy

Suite 104

Health and safety issues that have been deferred

Leeway due to plans on file with city

Huge investments to make 104 safe if done without expansion

All remedies trigger inspections

Triggers ADA compliance threshold

Piecemeal corrections for minimum code-compliance are more costly than consolidated expansion project

A direct challenge to Luke. In light of facts does his behavior make sense? Is he smarter than the rest of the board? Kris

Recognizes James Henningson, Vice-chair of PR, @mrjimmy on Talk

James Henningson from PR

We commit to better communication going forward

Hindsight is 20/20, thought we had good communication with committee chairs, but did not.

To remedy that; PR release monthly status with current progress, any blockers, month coming forward, volunteer opportunities, recognition for volunteers.

Kris: Said Board has asked Marlow to come back

Marlow: asks Board to verify truthfulness

Board all say “100% agree”

Kris opens up for question and answers

Question #1 “Why is landlord not liable for misleading about condition of 102”

Kris: Refers to Chris partially

Chris: Landlord obligation is only to provide “habitable space”. Many of things discovered are due to trying to make improvements. Landlord’s definition is it meets standard for warehouse. It hasn’t been updated since original so it would have met building codes then. Stuff doesn’t meet current building codes. Over $ means ADA kick in.

Q #2 Why did Architect/Engineer not tell us about problems?

Kris: They did. It was part of the scope of work. We don’t have a contract but to look at it we have a scope of work that would take that into account. (?)

David Kessinger: Also 104 was already under lease before we went into 102 so the architect wasn’t looking at it.

Q #3 Is it too late to sign up as voting member?

Kris: No. Just regular restrictions.

Q #4 What kinda money are we talking about?

Cannot disclose numbers due to being in the middle of contract negotiation and NDA. Board knows, PureTax knows and given thumbs up.

Q #5 Bob Babbit said BoD misrepresented their approval, wants to talk now to BoD, Treasurer, officer.

Kris: We regularly talk to him and can at any time. We talked last Monday night.

Treasurer: You didn’t include the Treasurer and he is very upset that you didn’t.

Kris: Because we are in the middle of contract negotiations so it will be the Board only.

Q: Why was Marlow required to cover cost from vendors?

Kris: She wasn’t. She was not required. She said very clearly that if we walk away and give away his the architect’s name that it will cost us $94k.

Q: What is status of contract negotiations and what needs to happen to get expansion moving forward?

We are in the middle of contract negotiations and there is no contract right now because the Board hasn’t met to vote on it yet. We need to wait till Monday to vote.

Q: What needs to happen to get expansion moving forward?

Kris: Apology to Marlow

Q: Why is it damaging to architect/GC to take us on?

James(?): You have been exposing pricing information and thats a liability

Q: Why is Luke Strickland locked out of DMS

Kris: He’s not. His keyfob works. As BoD has lost trust we engaged attorney and asked to investigate and ongoing investigation says we cannot discuss because its a legal matter

Q: Under what authority has this been done?

The 4 other directors.

What else can you tell us about what been going on with the BoD?

Question asker: The membership elects directors not other directors so Luke is a rep of members. (why can directors block him?)

Kris: when you are fear-mongering (talking about bankruptcy), the BoD acted as a unit to use a lawyer and remove access to Talk. The damage he did (putting up info on his website) made us lose trust. “This alone could destroy this place.”

Kris: Under advise of council there will be no discussion of Mr Luke Strickland or anything he has recently posted pending potential of state/fed legal action. Should you be involved in or have knowledge of this actions you are asked to provide your contact info and appropriate authority will follow up.

How can members help with the expansion/Marlow?

Kris: Marlow has put up a list on Talk and front room post of volunteer stuff

Who is DMS attorney

David Kessinger: David Griggs is general council. For tax matters have attorney through PureTax. For Real Estate, construction contract attorney.

Does the Board Member have the ability to ban people from Talk

Kris: Yes

Question asker: Hell no

Kris: Committee heads can remove people from committee tools. We have asked Admin of Infrastructure to remove him At which BoD was NDA signed?

Marlow: As Expansion lead Marlow is authorized to sign a NDA, and wide variety of other things.

Kris: Luke was there when we decided Marlow could make decisions. The minutes are out there.

Marlow: December minutes

When where was meeting to contact lawyer? Minutes to meeting?

Kris: Working session no minutes

James: Everyone who has volunteered has done a great job but learning points to process. Once expansion completed if it is what info is the BoD committed to releasing?

Kris: To be realistic there will be a new board

Q: Do you have anything from Puretax saying DMS did due diligence

Kris: We’ll have a meeting with them to have them state it. They are not thrilled with the drama and they don’t like being involved

Q: Did the present four BoD members they intentionally acted without the consent of all the acting board members (Interruption by Chris Marlow)

Chris Marlow asks for more expansion questions

Were there meeting minutes in Dec over expansion decisions Chris Marlow for contracts

Contract was for 95k, how was Chris allowed because max expenditure

she wasn’t it was 8k with an NDA with a 95k penalty. That has no dollar value in NDA.

Ethan Wester recognized

Does keeping it secret break state law regarding public entities/public records

Member from Infrastructure(?) says law allows for certain restrictions. Contract also not signed.

LeCody: Was NDA a contract?

It was not a financial agreement. It was a business agreement.

John(?) Wanted to read comments from Talk(?)

Another John: Do NDAs carry over boards

Kris/Board/Marlow: All members called to honor it forever.

Another Member: How many times have BoD members made decisions without minutes?

Kris: Never.

Steve BoD: Special session must have minutes. Working meetings not required for minutes. Just talking about what needs to happen. Delegating work of the board.

Q: When legally able will more details about Luke investigation be released?

Dunno. Need to talk to lawyer more

James: If everything goes well when would things happen?

Kris: If Marlow comes back, 6 months?

Michael: Not a question. Would Board be open to doing a debrief, documented, without sensitive info, for how the expansion unfolded.

Kris: PR is doing that.

Response: Seven or eight months from now?

Kris: Absolutely

Q: Is bid going to be voted on Monday?

Kris: Yes. If Chris agrees to come back.

Richard Meyer from Expansion committee: Chris and I are both licensed registered engineers. We have to conform to the most rigorous ethics to maintain license. Utmost gratitude.

Pierce: Seems like not best for space to have expansion hinging on one volunteer

Kris: People have had multiple times to be involved. Ridiculous someone could just come in.

PR chair: Becomes time and money issues, new person would have to get up to speed, hand over contract, not specific resource but timing

James: We can replace her but 6 figure charge. (Not recognized)

Luke: Will Luke Strickland be at meeting Monday?

Yes

Luke: Next year we’ll know how much expansion costs, why secret now?

Yes, can’t because contract

Robert: We have 2k members, we can’t manage democratically, we must trust the board even though I don’t like all of them, we are here because someone is not here all of the time. Consider their positions. Asking frivolous questions because we don’t trust them. I don’t like them but I trust them.

Another member: I thought big complaint was almost no info being shared

Kris: James has addressed that

Another member: Members vote for BoD to act for us. If you don’t like them vote them out.

Dana: I think you already answered but, is there a thing to vote on tonight?

Its just in case. Monday BoD is voting on expansion.

Bert: I’ve gone back and looked at SoI’s. I was surprised that they’re all pretty much the same. Not sure if by design. I’d like to know how you would get a motion before the board that says all future BoD SoI needs resume and why past capabilities qualify you to be a director. Not a clubhouse anymore. I’d like to know next time what this person has done before.

Kris: We do have a ‘meet the candidate’ event. You can ask all the questions then. You can talk to Bylaw review group about something like that though.

While we’re talking about elections: smart people here are scared off by stuff BoD has to put up with. There’s stuff you don’t know about which is not pretty. I’d like to see more people run who are not attacked all the time

John Gorman: We almost have quorum, we have a few months to make changes to the by-laws. Good time to start thinking about it.

Kris: There was a meeting earlier. Draco or Corienne can be contacted and you can be invited to that

Why was By-laws meeting called “meeting” on calendar with no details?

Draco: We named it “Meeting” because if you have more than 10-12 nothing gets done.

Jo: Do we have a process or procedure for questions so they’re not just thrown out on Talk? Office hours?

Kris: This is how we take care of things. They should be on an Agenda. This is the first time we’ve almost made quorum in 2/3 years.

Kris: Strawpoll/how many people would run with current climate. Look around ladies and gentleman. (No one/maybe one person raises hand?)

(?) Dan (?): Other boards have suffered same slings and arrows. and that why I think a lot of people are reluctant. I admire you for dealing with all this and thank you. I encourage you to run if you’re thinking about it.

Haley: Is anyone taking minutes tonight.

BoD: No, unless we have quorum.

Another member: What are policies and procedures PureTax asked to put in place?

Kris: Last board we came up with a package from PureTax to have us grow up. They have a list and we each took a portion and had working meetings about what we liked and did not like and how it fit into our culture vs a business. As PureTax not familiar we Makers we had to educate them regarding boundaries. We gave those back to them and then will send up back their ideas. Etc. Member: Any changes that PureTax requested that have been done?

Kris: Its not a matter of changes but following standard operating procedure. We need standard reports across the Makerspace that can be given to any committee i.e. reimbursement forms which were standardized

David BoD: This draft docu has gone back and forth several times now. They’re currently at PureTax and think they’re ready to go. We added a few things, i.e. taking bitcoin. All 5 BoD members renewed the contract in January so animosity has been resolved from October.

Kris: That lawyer did not ask the BoD any questions at all prior to sending us that letter. I contacted Tim (owner) and told him it was unfair of lawyer to come out with decisions and ideas without getting info from BoD. HE took that lawyer off our account and put 5013c specialist there. We have not had any other problems

Another member: In terms of cash, how much do we currently have?

Ken Purcell: We have 560,000, we also have amount in committee funds.

Kris: Please get current number

Member: What was guestimate of expansion budget?

Kris: We can’t say.

Kris: This board asks Jeff (?) to come back to expansion committee

Another member: I serve on advisor board for city government. The more good you do the more crap you get. It goes with the territory.

Kris: You are awesome and it speaks to how much this place is loved by all of us here.

Draco: In upcoming vote Monday, or within next month do you expect to take any committee funds to fund anything?

Kris: We’ll talk about that after this meeting.

Olson: Andrew has had his hand up

Andrew: Would you like volunteer financial input when it comes back?

Kris: In general we always take volunteers

Andrew: How coordinate?

Admin at Dallasmakersapce email or PR

Another Member: Who’s going to increase their space by like 50%? (everyone) If you have to give some of your funds to double size, if we can pay for this without a loan thats great. If it costs some committee funds then it does.

Kris: I saw someone talking about the Honorarium going to a committee not knowing where its going, but that money would be going to a big new space

Corinne: Space is a tool for a committee. Just like a new toy. If you don’t have the space you can’t use your tools.

Stan: People talking about budgets, infrastructure got a bump (joke)

Another member: (?) Missed this

BoD member: We would be as crowded as we are now with a quarter million less.

Kris: We are paying like 4k (?) a month to store nothing

Which Board member approached committees to spend money quickly?

Kris: I did. Told them to spend money they already voted on and it could be stored. Not knowing whether there would be a freeze or not I thought it would be best for committees that currently have nothing

Robert Steele: Talk turns into a massive shitstorm. What is the proper procedure if we are hearing rumors or are scared, do we go to PR chair?

PR chair sounds good

Another member: Vote on moderating talk? - Sorry, I’ll put as board agenda item

Another BoD member: We are embarking on a new phase in DMS. It is financially feasible but not financially pleasant. We do not have all the money that will need that our cash flow is such that we have money. A house divided against itself cannot stand. We all have to go in the same direction. Requires some sacrifices.

Kris: 2 months till elections

Ken Purcell: We have 3 accounts, $577,199. Average cash flow: $18,000 positive, $86kish total.

Kris: Closing the meeting. Everyone welcome to stay for Board meeting.

Motion seconded. Ayes have it. Adjourned.