Board of Directors Meeting 20131102

This meeting will be held in Modified SRC3 format.

This is a special meeting, called to discuss/approve one specific agenda item. Since it was scheduled without the standard 7 day notice, all board members must be present or waive the notification requirement in writing.

Time, location

20:30, Dallas Makerspace

Prior minutes

Board_of_Directors_Meeting_20131020#Minutes

Officer/Committee reports

We are skipping reports for this 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 consent agenda. However, discussion of agenda items should be done via the forums. The cut-off time for addition to or revision of the the agenda's items is 48 hours prior to the meeting.

Will-Call Vending Machine

This item is proposed in order to remedy the issues that originally caused the Board to authorize the removal of the will-call machine.

Authorize Mike Eber and Andrew Falgout to reclassify the will-call machine as a project and store it in the warehouse storage area until Jan 1st. The machine may NOT be used to sell items until a new contract is approved and signed at a later board meeting.

Old business

These are the issues that remained unresolved from the last meeting. In a perfect meeting, there is no old business.

Minutes

---DRAFT---
Meeting called to order 8:38pm
LeCody: this is a special meeting called for a specific item.

Board members present at the meeting:
Andrew LeCody
Paul Brown
john a. gorman
Robert Davidson

Board members not preset at the meeting:
Peter Smith

Members present at the meeting:
Andrew Falgout
Mike Eber
Pearce Dunlap
Ed Koffeman
Daniel Jackson
Paul Wilson
Ben Groves
Allen Wan

As a special meeting that is being called with less than required seven day notice the board must pass a resolution to waive notice.

By unanimous consent, board waives notice requirement of Section 2.4 item 4 of the bylaws.  Peter Smith sent his consent to waiver before the meeting to other board members.
Chair(LeCody) rules that the waiver has passed.

Lecody pulls the agenda item for discussion.

Discussion by present board members led by LeCody.
Lecody characterizes the previous board decision that Mike's vending machine be removed was poorly explained. Issues Mike as a vendor has been a problem. Mike has been unreliable.

Paul Brown presents list of concerns with Mike's vending machine.

Earlier discussion with Mike Eber had been for 50% of profits. Mike Eber changed to 10% without notice.
That he (Paul B.) can't trust Mike.
There should have been a contract, but none was written.

Paul B. suggests that if the relationship were to go forward, the payment should be by rent for the space and not by profit sharing.

Paul B. says that other members should be allowed to potentially compete with Mike's implementation and see their ideas also realized. Board should consider more than just Mike Eber's implementation.

Paul Brown and Andrew LeCody discuss the terms of a potential SLA (service level agreement).

Paul Brown - the Makerspace should not have contracts with unreliable and untrustworthy vendors.

LeCody mentions that proposed contract would have the machine removed to a different location to be fixed and not kept at it's current location.

Discussion between Mike Eber and board members about state of the machine during the previous year.

Mike's response that people have successfully used the vending machine.

John Gorman asks how many people have had failures on the machine.
Mike Eber says that there is no way to know how many people have had problems.

Discussion about the email address that is posted or should be used for problems with vending.

27 people have successfully purchased items from the vending machine according to Mike.

Paul B. says that we would love it if Mike would take the vending back to his office and fix it, show us a video of it working before Mike brings it back.

Mike responds that he has no space at his office.
Pearce says that he shares space at Mike's office with Nick Sainz as landlord. Pearce says that space is available for rent at Nick's office.

As part of a discussion about handling complaints, Mike asserts that buyers can always submit a complaint through Paypal if they have an issues receiving merchandise that they have purchased and so far none have.

LeCody responds that for those who know, complaints to Paypal can have disproportionate results to the vendor and as a result people may be hesitent to make such complaints. He notes an anecdotal account where a couple of people submitted Paypal complaints for the Space's account and almost got the account frozen.

LeCody "Paypal is a horrible company. You can put that in the minutes."

Paul B. "has proof" that Mike had only paid $20 up until last Wednesday.

LeCody "Mike as a vendor, you haven't been terribly reliable."

Mike asserts that the vending machine is a project and as such, he gets two weeks to remove it once it is tagged. He asserts that it has not been tagged for removal.

John Gorman "The board deciding and giving you two weeks notice is a pretty big tag."

LeCody reads rules into minutes

"STORAGE
Projects (and materials for them) can only be stored in designated project storage areas.
A project may be stored elsewhere with the approval of a member of the Board or by a vote of the membership
Projects must be labeled, and include the names of the members working on the project.
Projects should be presented as active at the Weekly Meetings.
Projects are urged to create a page on the wiki and place it in the Projects category.
Projects can be stored in committee controlled rooms, as long as they follow the committee's guidelines. Projects and materials that do not follow these rules, will be tagged with a date two weeks out, after which they will be donations to the Makerspace and will be handled accordingly.
Individual storage areas will be available for each member:
Each storage area is approximately 10"x16"x24"[3]
The individual storage area is located in the warehouse
Firearms, gunpowder, primers, and assembled ammunition can not be stored at the Makerspace."

Mike Eber - why didn't the board remove the vending machine last year if it didn't work.
Mike asserts that the fact that the vending machine was not removed by the board last year is evidence that it "must have been working at the time."

Gorman and Ed Koffeman assert that Mike's conclusion does not logically follow.

Paul Brown recommends using a cold food vending machine open to all members. Paul B. says that he will donate the machine.

Andrew LeCody clarifies the agenda item. That it will allow the machine to remain until Jan 1st in the Makerspace.

Mike and Paul B. debate what should have happened during the last two weeks as far as fixing the machine and getting it functional
Mike says that he thinks Paul B. is unreasonable.
Paul B. asks Mike why he didn't do anything to fix the machine during the last two weeks.

Discussion between Paul B. and LeCody about giving Mike until Wednesday to move the vending machine out of the space.

Paul B. says he offered to help Mike move out the vending machine and Mike responded that he would not move the vending machine.
Mike asserts that he never said that.
Paul B. brings up email that shows Mike said he would not move the vending machine. Not clear from email that Paul B. offered to help move the vending machine. Upon later inspection, the email Paul B. showed did in fact evidence an offer by him to help Mike move the vending machine.

Discussion brings Makertronics and Andrew Falgout into fold.

LeCody proposes letting them work on the vending machine at the space until January 1, 2014. It will be a project and can simply be at the Space, but a new contract would have to be signed to allow Makertronic to vend items.

Paul B. - It's also still doing business with Mike and I don't like it.

Someone asserts that it is the same as any member having a project here and working on it at the space.

Daniel Jackson points out that we have the red bull vending machine that is also at the space. We have space for both Paul B.'s machine and Mike's machine and both can probably make money.

Daniel Jackson is volunteering to help Mike get his vending machine working.

Daniel Jackson says that he needs projects to work on for work. That his bosses at Circuitco want him to come up with as many projects as possible to use with the Beaglebone Black and its associated capes because the Raspberry Pi is killing them even though the Beaglebone out specs it. Daniel Jackson needs more projects for the Beaglebone that he can post to his blog to give the Beaglebone better publicity so he will be highly motivated to get the vending machine working by using a motor driver cape with the Beaglebone.

John Gorman - I don't think Mike is very interested in fixing the vending machine. I don't see how any of these plans changes that. Gorman cites the years that the machine has been at the space to support his point.

Mike - It's now not just me, it's a team of people.

Paul B. asks Andrew Falgout if he is busy and has time to help Mike.
Andrew Falgout - I can make time when need be. He also characterizes his life as extremely busy with three jobs.

Robert - the reason I pulled that item is because I was on a space wide campaign to clean up the space, and the vending machine hadn't worked for a month.

Robert - has anything happened to the machine recently

Robert - When was the last time you worked on the machine.

Mike - Fixing the LCD screen three months ago.

Andrew Falgout, Mike's partner, says that he has bought things three times and the machine has successfully vended once out of the three times. Andrew Falgout says that Mike has always been very responsive when he has had problems with the vending machine.

LeCody recesses the meeting until 9:35.

Andrew Falgout says that 27 people having bought from the vending machine sounds right based on the sales information he has seen as Mike Eber's partner at Makertronics.

Meeting resumes at 9:37 by Andrew LeCody.

Daniel Jackson says that he is behind this project, and Andrew Falgout says he is behind this project.
Andrew Falgout says he wants 95% reliability before the vending machine is brought back online.

Andrew Falgout and Daniel Jackson will take over the project. It will be a project and not a vendor relationship after Sunday.

Robert concedes that there is more interest now than there was three weeks ago.

Paul B. is still against keeping it as a project. It must be disposed of.

Pearce says that the current proposal of changing the vending machine to a project is a fundamental different action than what has been done of just kicking the can down the road. Paul B. disagrees.

Andrew LeCody proposes 
"Instead of disposing of Mike Eber's vending machine, authorize Mike Eber, Andrew Falgout, and Daniel Jackson to reclassify the will-call machine as a project and store it in the warehouse storage area until Jan 1st. The machine may NOT be used to sell items until a new contract is approved and signed at a later board meeting."

Andrew Falgout threatens Paul B. - "I will take you out." - as a joke.

Paul B. reiterates that leaving it at the space does not change the current situation. We have been allowing it to continue for too long.

Ben Groves - isn't one of the main purposes of the Makerspace to allow people to work on projects that they otherwise would not have the space or tools to work on.

Daniel Jackson - if the vending machine leaves to Mike's work place, I would not be able to go to their workplace and work on it during their business hours. I would be able to work on it if it were at the Makerspace.

Discussion clearifies that there is no guarantee that the board will approve that keeping the vending machine regardless of whether it works.

Andrew Falgout asserts that he doesn't  want it (the vending machine) here (at the Space) if it does not work.

Andrew LeCody wants to clarify if Makertronic agrees that the vending machine will be removed January 1st if no contract is signed.

Falgout restates his position which seems to leave LeCody's issue un-clarified.

Paul B. - Just move it back to your (Mike's) office.

Andrew Falgout asks for a recess to discuss with his partner, Mike Eber.

Recess for 15 minutes at  9:56, recess until 10:10

Meeting resumes at 10:14

Andrew LeCody suggests movein to to 5th from 1st to avoid the New Years holiday.

Andrew Falgout - if a beneficial contract can not be reached by x date, the vending machine will be removed from the Makerspace

Ben Groves - to be clear this is just a board vote come January 5th, nothing more

It will not be automatically approved by the board.

Andrew LeCody - If a contract can not be reached before January 5th, then the vending machine will be removed from the Dallas Makerspace e.g. to someone's garage.

Andrew LeCody proposes
"Instead of disposing of Mike Eber's vending machine, authorize Mike Eber, Andrew Falgout, and Daniel Jackson to reclassify the will-call machine as a project and store it in the warehouse storage area until Jan 5th. The machine may NOT be used to sell items until a new contract is approved and signed at a board meeting. If no contract is reached and approved by January 5th, the vending machine must be removed from the Dallas Makerspace."
Robert Davidson Seconds.

Andrew LeCody, Robert Davidson, and John Gorman vote yea.<br>
Paul Brown votes no.<br>
Andrew LeCody declares the motion passed.

Will-call machine and vending machine appear to be used interchangeably in the motion. Probably should have picked one. Opps.

Meeting adjourned at 10:21 by LeCody's declaration.

Comments by the person taking the minutes:
Some have commented from reading the minutes that the meeting appeared heated and charged. The atmosphere during the meeting was tense, but professional. No one raised his voice. The tone and demeanor of the discussion at all times remained fitting for a Board meeting.

Next meeting: Board of Directors Meeting 20131110