Board of Directors Meeting 20140216

PLEASE NOTE: This meeting was originally scheduled for Feb 9th, it has been rescheduled to Feb 16th.

This meeting will be held in Modified SRC3 format.

Time, location

16:00, Dallas Makerspace

Prior minutes

Board_of_Directors_Meeting_20140105#Minutes

Officer/Committee reports

Committee chairs are requested to provide their reports in writing. Reports can be short bullet-points.

• 3d Fabrication Committee - Andrew Falgout
• Amateur Radio Committee - Pat Hykkonen
• Aerospace Committee - Romeo Espana
• Automotive Committee - Luke Olson
  • A vehicle has been acquired and is being prepared for the 24 Hours of Lemons race (roll cage, fuel system, racing seat, DMS and NSA themed paint and decorations)
  • Non-essential components of the vehicle are being sold to help raise funds for the race
  • Aaron Leiter and Michael Lass have expressed interest in chairing the committee
  • $2,500 has been raised from the sale of a vehicle, thanks to everyone involved
• Bio Committee - Andrew Floyd
• Civic Hacking - Steve Rainwater (copied from Regular_Member_Meeting_20140213)
  • We'll have a February meeting at the space, date not set yet
  • Open Data Day 2014 hackathon is coming up on Feb 22 (we're considering a last-minute Dallas or DFW event - anyone want to help? contact me)
  • 2014 National Day of Civic Hacking is coming up in June. We will be joining the DFW area event this year. Event location will be coordinated with other hacker groups and Cities. Probably in mid-cities area again this year.
• Classroom Committee - John Fields
• Creative Arts Committee - Dawn Ellis
  • Julio Nieto and Haley Moore have been chosen as co-chairs of the committee.
  • This month, Julio and I headed up a thorough cleaning and organization of the art room. As a result, we've seen increased utility and the room has been much easier to keep clean. We've also seen a dramatic increase in makers working in other areas coming to the arts room to borrow tools and materials, which furthers our vision of the arts room as a resource for all members.
  • On the agenda today, we have a measure to collaborate with the photography committee to bring a large format printer into the arts room, which will allow us to teach advanced print design and faciliate training in digital textile design, a specialty not offered at any other makerspace to my knowledge.
  • James has donated a button maker and button blanks for general use. We've also set up small overnight project storage, for projects that need to dry or cure for several hours, in the white lidded bins in the arts room.
  • We are planning a moldmaking and casting class for next month.
• Electronics Robotics Committee - Daniel Jackson
• Financial Committee - Paul Brown
  • Audited Maker Manager and deactivated badges that shouldn't have been active.
  • Recent server downtime has caused lots of billing and badge activation issues.
  • All receipts have been scanned. (Haley Vingsness helped with this)
• Foundry Committee - John Kuhlenschmidt
  • Got a reference book for the pottery/kin area for people to use
  • Having a How to View party on Feb 19
  • -- How to Throw on the Potter's Wheel.
• Laser Committee - William Petefish
• LifeMakers Committee - Lisa Selk
• Operations and Facilities Committee - Andrew LeCody
• Photography Lab (Darkroom Committee) - Nicole LeCody (copied from Regular_Member_Meeting_20140213)
  • Foto Friday's are in full swing. We have had great turn out to the last several events. We will be having a scanning party in the Monroe classroom on Friday Feb. 21st starting at 7:30. In the works are a couple of Photo Walks and some more developing days/printing demos.
• Public Relations Committee - Cone Johnson
• Workshop Committee - Greg Needel

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.

Board of Director Election - 2014

Schedule the next Board of Directors election to begin on Mar 13 at 7pm and end Mar 20 at 7pm, with Statements of Intent required to be posted on the wiki by Mar 6 at 7pm.

New Committee - Mill (HAAS) (Bryan Gangwere)

Approve the creation of a committee to oversee the maintenance, training for, and use of the new HAAS VF2 vertical milling center. The proposed chairman of this committee is Bryan Gangwere.

VF2 training funds (Bryan Gangwere)

Problem: Meaningful training for the mill will require some materials. For a class of 35:

1. Bound reference manual (one time cost) ($120)
2. Student handouts ($600)
3. Metal for the students to cut ($253)
4. End mills to replace (ad-hoc) those broken by users (1/8" ~$14, 1/4" ~$25, 1/2" ~$70), or order a batch (1/8" - $3, 1/4" - $6.50, 1/2" - $19)

Solution: Allocate up to $1,000 for training expenses.

CAD/CAM PC (Bryan Gangwere)

Problem: FeatureCAM was donated to DMS, and we need a PC to run it on. Ideally a PC powerful enough that we could install not only FeatureCAM, but other CAD and CAM software on, so that members can RDP into DMS and develop files for the plethora of CNC equipment we have.

Solution: Allocate $650 for a PC like the one for the laser cutter.

Membership Meeting Procedures (Andrew LeCody)

Problem: Some confusion exists as to who is allowed to run a membership meeting. The de facto standard is that the President is responsible for managing the meeting, if unavailable a member of the Board is chosen by simple consensus of the Board of Directors.

I would like to clarify the de facto standard as an actual rule/policy to prevent confusion. This does not prohibit the membership from overturning the decision via a vote. If a workable solution is presented to the membership and voted into effect, it will replace this rule/policy. This rule also includes an addendum for the unlikely event that no board members are present.

Solution: The following rules shall be added to the "Organizational Meetings" section of the Rules and Policies:

• The President shall preside over the membership meetings.
• If the President is unavailable, the members of the Board of Directors who are present will choose via consensus, a temporary meeting chair.
• If no member of the Board is present or consensus can not be reached, the committee chairpersons present will vote to determine the temporary meeting chair.

Increase Monthly Build-out Fund Allocation (Paul Brown)

Problem: As of Jan 19, we have $7,000 in the build-out fund for the next building we lease. At this rate, we will have about $13,000 in the fund at the time our current lease expires.

Solution: Increase the monthly build-out fund allocation from $1,000 per month to $2,000 per month for a total of $18,000 at the time our lease expires.

Modify "Line Of Credit" Policy (Paul Brown and Robert Davidson)

Problem:

Our policies do not allow for purchases to be made from our line of credit without the Board's explicit authorization (this is a good thing). Although making purchases using the credit card is technically borrowing, it has a few of advantages over purchasing things with the debit card when the purchase on the credit card does not accrue interest. It would be more beneficial to modify the existing policy to allow for funds already allocated for spending from the General Fund to be spent from the line of credit as long as an outstanding balance is not kept.

Solution:

Modify the following rule:

• The Board in its exclusive pervue is able to allocate moneys from a line of credit into the General Fund.

Into the following rule:

• Unless an exception has been given by the Board of Directors, funds which have already been allocated for spending from the General Fund may be spent from the line of credit as long as interest is not accrued and an outstanding balance is not kept.

Approve Overspending On New Computers (Paul Brown)

Problem: We spent $121.86 more than what was allocated on new computers in July.

Solution: Allocate $121.86 more to the "New Computers" project and close out the "New Computers" project.

Change WHMCS Licensing Costs To Monthly Expense (Paul Brown)

Problem: The way we approved spending for our billing system was by "allocating" 15.95 per month for the purchase. For bookkeeping, this translates to: "Transfer $15.95 out of the general fund each month into a fund reserved for WHMCS". This makes bookkeeping unnecessarily complicated.

Solution: Instead of allocating $15.95 per month, approve spending of up to $15.95 per month on WHMCS.

Tool Acquisition Policy (Paul Brown)

Problem: We do not have formal criteria for evaluating when to approve a tool purchase. Since Dallas Makerspace is a 501(c)(3) organization organized exclusively for charitable, educational, and scientific purposes, it is critical for us to evaluate whether new purchases contribute toward our tax-exempt purpose.

Solution: Establish a policy which disallows the purchase of tools which do not clearly contribute to our tax-exempt purposes.

Examples:

• Good - A CNC Mill is purchased and public training is provided. This helps to contribute to our educational purpose.
• Bad - A member suggests we purchase a steamroller which he can use for completing his project. However, there is no plan to provide public training on how to use the steamroller and therefore no clear way it contributes to our tax-exempt purposes.

Sources:

• "Directors should make sure that all business transactions further the nonprofit’s exempt mission." Page 44 - CBAR Non-profit Legal Toolkit
• "IRC 501(c)(3) exempts from Federal income tax: corporations, and any community chest, fund, or foundation, organized and operated exclusively for religious, charitable, scientific, testing for public safety, literary, or educational purposes, or to foster national or international amateur sports competition (but only if no part of its activities involve the provision of athletic facilities or equipment), or for the prevention of cruelty to children or animals" [1]
  • Education is "the instruction of the public on subjects useful to the individual and beneficial to the community."
  • Education is also "the instruction or training of the individual for the purpose of improving or developing his capabilities"
• "the presence of a single nonexempt purpose, if substantial in nature, will destroy the exemption regardless of the number or importance of truly educational purposes" [2]
• "Section 1.501(c)(3)-1(a)(1) of the Income Tax Regulations states that in order to qualify under section 501(c)(3) of the Code, an organization must be both organized and operated exclusively for one or more tax exempt purposes. If an organization fails to meet either the organizational or operational test, it is not exempt" [3]
• "Section 1.501(c)(3)-1(b)(4) of the regulations holds that an organization is not organized exclusively for one or more exempt purposes unless its assets are dedicated to an exempt purpose." [4]

Automotive Committee Governance

Problem: The changeover of governance of the Automotive Committee logistically makes more sense this month rather than next month when the regular six month terms are up because the Lemons race is coming up in a few weeks and because a new chairs have already been found.

Solution: Appoint Aaron Leiter and Michael Lass as co-chairs of the automotive committee which will be governed as a duocracy / diarchy with both of them required to make decisions for the automotive committee. Disagreements between the two shall be settled by the Board of Directors.

Notes: The current chairperson of the committee (Luke Olson) supports this agenda item.

Laser Cutter and 3D Printer Fund Spending Clarification (Paul Brown)

Problem: Since we started receiving fees from the laser cutter and 3d printers, those funds have been kept separate from the general fund and used for their solicited purpose. However, since "No member of the corporation shall be authorized to make purchases in the name of the corporation except as directed by the Board of Directors.", we need to establish when purchases can be made from this fund and retroactively approve purchases from those funds.

Solution:

• Rename respective funds to "Laser Cutter Operations Fund" and "3D Printer Operations Fund".
• For the "Laser Cutter Operations Fund", approve spending which is necessary for the continued operation of the laser cutter.
• For the "3D Printer Operations Fund", approve spending which is necessary for the continued operation of the 3D printers.
• Retroactively approve purchases from the old "3D Printer Consumables Fund" and "Laser Cutter Consumables Fund".

Add a Second Computer to the Studio (Haley Moore)

Problem: Over the last few months, demand for time on the studio's desktop computer with Adobe Creative Suite has risen. We expect the demand to increase further as more people learn to use its software and our membership grows.

Solution: Allocate an additional $600 to the Creative Arts committee for purchase of a second, comparable computer. $200 will also be allocated from the committee's general funds. Combined, these cover the cost of $800 estimated by Andrew L.

Amateur Radio Committee Chair

Appoint Benjamin Groves as committee chair.

Financial Committee

Appoint Paul Brown as committee chair.

Creative Arts Committee

Appoint Julio Nieto and Haley Moore as Co- Committee chairs

Foundry Committee

Appoint John Kuhlenschmidt as Committee chair

Old business

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

New business

Committee Meetings (Robert Davidson)

Problem: In an effort to keep committees active and organized, I would like to require the Committees to hold one meeting per month.

Solution: add to section 10 of the standing rules "Committee's are urged to meet once a month if the committee has not had a meeting in 3 months it will be considered inactive"

24 Hours of Lemons (Robert Davidson and Allen Wan)

Problem: The 24 hours of lemons race is quickly approaching. This project is good for many reasons including bringing new members into DMS, Offering classes on auto mechanics and basic welding work. Participating in Lemons additionally "foster[s] national or international amateur sports competition," one of our exclusive 501(c)(3) purposes.

Solution: Set up a Project Fund for this event. (Robert Davidson)

• Pull $500 from the general fund for this project (This buy's tools etc that can be used my DMS members)
• A $2000 anonymous donation needs to be allocated to this project
• Allocate the $2500 cash donation to the automotive committee which will enable the committee to use the funds for Lemons if they so choose.

Video Grant Pay-Out (Robert Davidson)

Problem: There was a Grant Created to produce a video of Dallas Makerspace. (Robert Davidson)

Solution: Pay-Out to Andrew Floyd

• Pay out $300 to Andrew Floyd for his video

Electric Vehicle Station (William Petefish)

Problem: The Electric vehicle station is on loan from me. It will be going away at some point. At the current time it has frequent utilization from current members. It is advisable that the space purchase it's own station for the use of members and other people during meetings.

Solution: Purchase an electric vehicle station from a source (Home Depot or other). (approximately $800 for a non-networked unit including shipping)

Wide Format Printer Ink (Steve Reeves - Robert Davidson)

Problem: The DMS was donated a Wide Format Epson Printer. It has been tested and is in good condition it's time to give it a try as a tool at DMS. The Crafts Committee is going to take ownership of this tool and host it in there room. They will be responsible for maintaining uptime for the printer.

Solution: authorize up to $1,250 for the purposes of purchasing ink, paper and refilling supplies for the Epson Pro 7880 24" wide printer that was donated to DMS by the Creative Art Center of Dallas. I (Steeve Reeves) can make the initial purchases through Adorama and InkjetMall and provide full receipts so long as reimbursement is made in full within 30 days.

Hire an Employee for the Makerspace (Greg Needel)

Problem: Over the past year the space has seen rapid growth to the point that the current system of "Everything done by volunteers" no longer works. There are many pressing issues that the space has to deal with that need to be fixed (including but not limited to): Regular Safety Training and enforcement for tools, and regular maintenance of the space and equipment, having someone around the space who is qualified to help in many different areas.

Solution: The DMS should consider hiring an employee (paid hourly) to handle day to day operations of DMS. This person would hold regular training sessions for all of the equipment (minimum once a week for each tool), would be responsible for general maintenance of the space, stocking consumables (food and otherwise), being at the space during specific hours to help members with tools and administrative duties, and other responsibilities to be determined. This person would directly report to the Board of Directors, who would be responsible for oversight of this employee and giving direction on priorities. The ideal candidate would be a current DMS member, but it should not be limited to only DMS members. The person should have experience with a wide variety of tools/equipment or be comfortable learning them all.

Committee Chairs

The following committees do not have an entry for committee chair in the consent agenda. Ideally, this list will be empty before the meeting starts.

• 3d Fabrication Committee
• Aerospace Committee
• Bio Committee
• Civic Hacking
• Classroom Committee
• Creative Arts Committee
• Electronics Robotics Committee
• Laser Committee
• LifeMakers Committee
• Operations and Facilities Committee
• Photography Lab
• Public Relations Committee
• Workshop Committee

Financial Reconciliation (Ken Purcell)

Problem: DMS Financial standing must be transparent to the membership.

Solution: DMS should form a financial reconciliation committee to do a yearly audit of the closed fiscal year. The committee should be made up of regular members who do not have spending authority. The committee would prepare an independent report to present to the Board of Directors and the Membership. Example Process Document: File:DMS-ReconiliationCommittee.pdf

Discretionary Expenses (Allen Wan)

Problem: Currently each director is allocated $200 of funds that he can spend at his discretion. This scheme allowed much needed flexibility when we were a smaller organization but now has a number of problems.

• The system looks and smells like individual slush funds where each director is allowed to spend money towards his own projects without oversight from the other directors.
• Because spending is at the discretion of individual directors, there is less transparency or oversight on what the money is spent on. Few people[1] see where the spending goes.
• With a thousand dollars tied up in director discretionary spending, the spending on incidental items ebbs and flows with director involvement. When directors are busy and can't frequent the Space, that director's discretionary funds leave with him. If the monies allocated to discretionary spending are necessary, then the funds shouldn't disappear when a director is too busy to visit the Space and allocate his funds. If the spending is unnecessary, then there is not a need for a discretionary fund.
• Regardless of anyone's individual view of how incidental expenses should be handled, the use of discretionary funds immediately before an election creates the appearance of buying votes. Removing discretionary spending now and allowing the new board to create a solution removes this potentially unsightly blemish.

[1] The spending of discretionary funds is now posted on the wiki which largely blunts this point. https://dallasmakerspace.org/wiki/Profit_%26_Loss_Reports

Solution: Eliminate director discretionary expense accounts and allow the incoming board to decide on a new system to allocate funds for incidental expenses.

Makerspace Fellowship Fund (Allen Wan)

Award Chuck Graf 3 months of membership drawn from the Makerspace Fellowship fund for volunteering his talents and time to repair the Space's heaters and for his tireless efforts in leading the Lemons race. Awarding membership from the Makerspace Fellowship fund allows the Space to publicly recognize and encourage exceptional volunteers whose contributions enable the Makerspace to further our exclusive 501(c)(3) purposes.

Minutes

20140216 1603
Andrew L calls to order.
Present, Andrew L Peter S John G Paul B Robert D
Prior minutes pass by consensus
1603
Call for agenda pulling
VF2 training funds (Bryan Gangwere)
CAD/CAM PC (Bryan Gangwere)
Increase Monthly Build-out Fund Allocation (Paul Brown)
Tool Acquisition Policy (Paul Brown)
Add a Second Computer to the Studio (Haley Moore)

All other agenda items pass from the Consent Agenda 1605

1605 Committee reports
Amateur Radio
 Ben Groves reporting
 New committee chair, Ben Groves
1607
Automotive Committee
 Report in WIKI
1608
Bio Committee
 Andrew Floyd reporting
1610
Civic Hacking, Andrew L reading written report from Steve Rainwater
1612
Classroom Committee, John G reporting
 Still to install the whiteboards. Gus was going to take over the classroom committee.

1613
Creative Arts Committee, Haley M reporting
 New chairs. Cleaned up the room. Lots of increased activity, easier to *keep* clean.
 See people borrowing materials, this is good.  On the agenda, a wide format printer.
 Have a button maker that was donated.  It is available for training.
 Also set up some small storage, bins with lids.  Vinyl topped, people white-board their names
 on them, for over night storage.Mold making and casting class.

1615
Electronics and Robotics Committee, Ken P reporting
Classroom Committee, Gus R reporting
 Quick update
1617
Financial Committee, Paul B reporting
 Same report from the membership meeting.
1620
Foundry Committee, John K reporting
 Casting. Have a DVD that shows pottery.
Laser Committee, WIlliam P reporting
 The blowers are working again.  Committee had a meeting via Hangouts.
1623
LifeMaker Committee, John G
 asking to de-activate this c.
1623
Ops and Facilities C., Andrew L reporting
 Mounted the television to the wall. Ralph has the electronic stuff set up.
 Going to have to buy some more window frosting.
 Sink got fixed, and now clogged again.
 Have group working on the wireless link, additional tools and ideas have come up.
 After the meeting, going to verify our documentation on it.
 Disabled the heaters in the warehouse.  Chuck requested a timer.
 Chuck would also like to do the same for the fan in the warehouse.
 Heater works again.  Snack fund is solvent.  Question, ETA on storage labelling... perhaps
 in the next week or so.
1648
Photography Lab 
 Same report from Thursday.
Workshop Committee, Paul B reporting
 Sold off the excess tooling.
 Renewed focus on training with the tablesaw. Lots of action in the wood working.
1630
New Business
 Committee Meetings (Robert Davidson)
  Discussion
  Robert D proposes to adding to Section 10 of the Standing Rules, "Committees are urged to meet once a month.  If the committee has not had a meeting or event in 3 months it will be considered inactive and any allocated funds will be returned to the General Fund."
 Paul B seconds

 Vote:
 Aye: 4
 Ops: 1

1647
24 Hours of Lemons (Robert Davidson and Allen Wan)
 Discussion
 Paul B proposes that "When the $2000 anonymous donation arrives which is earmarked for a group project, it will be allocated to the Automotive Committee
 for the Lemons Race.  Allocate the $2500 cash donation to the automotive committee which will enable the committee to use the funds for Lemons if they so choose."
 Andrew L seconds

Vote:
 Aye: 5, unanimous
 Ops:
 Abs:

1654
Video Grant Pay-Out (Robert Davidson)
 Robert D motions to accept the proposal as written.
 Andrew L seconds

 Vote:
 Aye: 5, unanimous

Electric Vehicle Station (William Petefish)
 No longer an issue; Andrew L tables this item.

1657 recess
1702 reconvening

Wide Format Printer Ink (Steve Reeves - Robert Davidson)
 Discussion
 Paul B proposes to allow Steve Reeves to collect a usage fee for use of the Donated Printer in exchange for providing the consumables.
 Andrew L seconds
Vote:
 Aye: 5 unanimous

1723
Hire an Employee for the Makerspace (Greg Needel)
 Discussion
 Paul B proposes that the Board put together a plan for clearly defining what this employee will do and how to go about hiring such an employee.
 John G seconds.

Vote:
Aye: 5, unanimous
 
Committee Chairs
Andrew L proposes that the following Committee chairpersons be appointed.
 3d Fab - Andrew Falgot
 Bio - Andrew Floyd
 Civic Hacking - Steve-O Wiley
 Classroom - Gus R
 Laser - William Petefish
 Operation and facilities - Andrew LeCody
 Photography - Nicole LeCody

John G seconds
Vote:
Aye: 5 unanimous

1744
Makerspace Fellowship Fund (Allen Wan)
 Discussion
 John G motions that Chuck Graf be awarded 3 months of membership drawn from the Makerspace Fellowship fund.
 Andrew L seconds

Vote:
 Aye: 5, unanimous

Robert D proposes that Cone Johnson be awarded 3 months of membership drawn from the Makerspace Fellowship fund.
 Paul B seconds.

Vote:
Aye: 5, unanimous

John G motions that the LifeMaker committee be moved to inactive.
Andrew L seconds.

Vote:
Aye: 5, unanimous

1749
Financial Reconciliation (Ken Purcell)
 Discussion

1759
VF2 training funds (Bryan Gangwere)
 Andrew L proposes this agenda item be tabled until more details on the training materials be provided.  No objections.

**
1802
CAD/CAM PC (Bryan Gangwere)
 Discussion
 Robert D motions that the Board approves spending of up to $1250 for the purchase for a CAD/CAM PC.
 Andrew L seconds

Vote:
Aye: 3
Nay: 1
Abs: 0

Motion passes.

1812
Increase Monthly Build-out Fund Allocation (Paul Brown)
 Paul B motions that the Board allocates $12000 to the Future Build-out Fund.
 Andrew L seconds.

Vote: 
Aye: 4, unanimous.
Nay:
Abs:

5 minute recess.

1822 reconvening

Tool Acquisition Policy (Paul Brown)
 Discussion
 Andrew L motions that the Rules and Policies be amended "For purchases over $200, the request must include a description of how this spending furthers the organization's Tax Exempt purpose (see Mission Statement.)"
 Paul B seconds

1900
Vote:
Aye: 4, unanimous
Nay:
Abs:

1901
Add a Second Computer to the Studio (Haley Moore)
Andrew L proposes that $1000 be allocated to the Creative Arts Committee.
Robert D seconds

Vote:
Aye: 4, unanimous
Nay:
Abs:


Discretionary Expenses (Allen Wan)
 Discussion
 Paul B will continue to itemize the discretionary spending on the monthly reports.
 No Action.

1925
VF2 training funds (Bryan Gangwere)
 Discussion
 Andrew L proposes that $400 be allocated to the Mill Committee.
 Robert D seconds.

Vote:
Aye: 4, unanimous
Nay:
Abs:

New meeting schedule

1900 Fri, Mar 28th

20140328 1900

Andrew L adjourns at 1924.

Next meeting: Board of Directors Meeting 20140328