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Charter: Dallas Makerspace Secretary’s Office

As approved at the 2019-05-20 Board of Director's Meeting

Secretary appointment as officer

Dallas Makerspace’s Board of Directors appoints the Secretary and is the only body that can remove the Secretary for cause, which is done by a majority vote of all Board members after considering material facts and circumstances.

The Secretary is an executive, corporate officer and will be indemnified and protected by Dallas Makerspace just as a Board member would be.

The Secretary’s term begins upon appointment and will last until the sooner of Board removal or sixty (60) days after the next annual membership meeting.

The Secretary and the Governance Group, which the Secretary heads, will not have the authority to sign checks, pay or receive money through automated clearing houses, wire money, or have any authority over Dallas Makerspace funds, unless directed by the Board or expended for the Governance Group’s operations.

Secretary’s duties and authorities

The Secretary heads up the Governance Group. As the Governance Group’s head, the Secretary selects and appoints the group’s members and can remove members without cause. The Secretary creates and enforces rules and procedures that govern this group. The Secretary may delegate proscribed functions of the office to members of the Governance Group as necessary.

A primary duty for the Secretary is the creation and maintenance of Organization meeting agendas (Board and Member Meetings) and all Minutes. Agenda items for Board and Member meetings are to be submitted to the Secretary who shall assess them and post them to the appropriate agenda as well as advance tabled agenda items from past meetings to future meetings. The Secretary shall record organizational meeting minutes, serve as parliamentarian if required during organizational meetings, and post meeting minutes in a timely fashion. Committees shall submit meeting minutes in a timely fashion to the Secretary for review and posting. Secondary duties for the Secretary include Board-delegated duties relating to governance, serving as the custodian for records, and responding to governance and compliance-related questions from within and without the organization.

As an executive, corporate officer, the Secretary is empowered to act as Dallas Makerspace’s agent. Thus, the Secretary can act on Dallas Makerspace’s behalf by signing governance/regulatory compliance-related documents and records. The Secretary is authorized to pay up to $500 of Dallas Makerspace’s money for such purposes if necessary per year without Board approval which the Board of Directors shall authorize after the fact once deemed appropriate.

The Secretary may audit committee meeting processes to ensure proper governance and operating procedures are followed as established in Dallas Makerspac e’s bylaws and standing rules as defined by the Board of Directors. The Secretary will be granted access to Dallas Makerspace’s books, records, and premises in order to perform audits as well as respond to records requests as defined in the Dallas Makerspace’s bylaws.

Governance Group Responsibilities

The Governance Group’s primary responsibility is the development, maintenance, and execution of internal policies and procedures for governance and record-keeping under the guidance of the Secretary. The Governance Group should seek the guidance of best practices in corporate and nonprofit governance when developing these policies. These policies will also govern the membership and committees.

The Governance Group shall meet on an as-needed basis and provide summary reports on their meetings to the Board.

The Secretary shall record and publically post the names of all members of the Governance Group, noting changes in a timely fashion.