Board of Directors Meeting 20170517

This meeting will be held in Modified SRC3 format.

Time, location

2017-05-17 19:00 Dallas Makerspace

YouTube Link

https://www.youtube.com/watch?v=JzsgTB8DFEc

Prior minutes

https://dallasmakerspace.org/wiki/Board_of_Directors_Meeting_20170424#Minutes

Financial Statement

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 the consent agenda items is 48 hours prior to the meeting. Please note, agenda items (Consent, New, or Old) that request spending $250 or more must include a section on "Relevance to our tax exempt purpose".

Honorarium Admin Group Changes (Stan Simmons)

Problem: The group that oversees Honorarium Admin functions currently serves at the discretion of the Board of Directors, and can only be added to and removed from by BoD action.

Solution: Move the Honorarium Admin Group under the authority of the Classroom Committee. The Honorarium Admin Group will consist of the Classroom Committee Chair, the members of the BoD, Treasurer, and any members appointed by the Classroom Committee Chair. The Classroom Committee Chair may, at their sole discretion, add or remove any member of the Honorarium Admin Group.

Relevance: The Honorarium Admin Group is in reality a Special Interest Group, and as such needs to reside under a committee.

Calendar Admin Group Changes (Stan Simmons)

Problem: The group that oversees Calendar Admin functions currently serves at the discretion of the Board of Directors, and can only be added to and removed from by BoD action.

Solution: Move the Calendar Admin Group under the authority of the Classroom Committee. The Calendar Admin Group will consist of the Classroom Committee Chair, the members of the BoD, Treasurer, and any members appointed by the Classroom Committee Chair. The Classroom Committee Chair may, at their sole discretion, add or remove any member of the Calendar Admin Group.

Relevance: The Calendar Admin Group is in reality a Special Interest Group, and as such needs to reside under a committee.

Quincy Compressor Repairs (Stan Simmons)

Problem: The Quincy Air Compressor needs maintenance on the top end: valve kits, oil and filters.

Solution: Tim Bene has gotten a quote for $676.55 for the needed parts. File:Quincy Parts Quote.pdf Please allocate $700 to Infrastructure to cover this occurrence and an additional $60/mo to cover this yearly expense.

Relevance: The air compressor is needed to run a variety of tools, and their associated classes.

Nick Silva - New Chair Machine Shop (David Kessinger)

Problem: Current Chair, David Kessinger, elected to Board of Directors resigning upon naming of new chair to avoid any potential conflict of interest or appearance of one.

Solution: Nick Silva was elected by unanimous vote as replacement chair by Machine Shop Committee on May 10 and 11th Machine Shop Meetings.

Relevance: Committee needs to have a Chair per DMS rules.

Nick Silva - New Procurement Officer for Machine Shop (David Kessinger)

Problem: Current Chair, David Kessinger, as Chair is also a Procurement officer, naming of Nick Silva as Machine Shop Chair will be resigning as Chair.

Solution: Nick Silva, if named new Machine Shop Chair has recurring expenses for operation of Machine Shop. Members will be able to send requests to him for needed items on ongoing basis. Recommend $3,000 credit limit.

Relevance: Committee Procurement Officer for efficient operation in order to keep equipment serviceable to achieve DMS educational mission.

Logistics Vice-Chair - Additional Procurement Officer for Logistics (Dan Gallagher)

Problem: Steve Blanchard has been elected the new Replenishment Vice-Chair for Logistics on Tuesday, May 16 at the Logistics Committee Meeting. Steve will be in charge of inventory, purchasing and receiving replenishment and special order items needed for the DMS community.

Solution: The new Logistics Vice-Chair of Replenishment (Steve Blanchard) has recurring expenses for operation of Logistics. Members will be able to send requests to the vice-chair for needed items on ongoing basis. Recommend credit limit the same as the existing Logistics Chair.

Relevance: Committee Procurement Officer for efficient operation in order to keep DMS operational on a day-to-day basis.

Proposal for a new committee - Member Exchange Committee (Dan Gallagher)

Problem: The DMS community no longer has a dedicated space for members to donate items as gifts to other members in general (formerly known as the "Freebie Shelf"). A significant number of members have expressed a desire for the shelf to be re-instated. However, there is concern regarding the management and maintenance of this proposed area.

Solution: A group of members have organized and hereby submit a proposal for a new committee to be formed to manage and maintain a Member Exchange area. This committee will be self-governing and completely autonomous from any other committee. The Member Exchange Committee proposal can be found in the Talk Forum for discussing and review.

Relevance: Logistics is initially sponsoring and supporting the new Member Exchange committee to assist with setup and operations. Once the committee has been approved by the Board of Directors, the committee will operate under its own leadership and membership.

New Business

Consider changes to Board Meeting Schedule and Format (Brian Davis)

Problem:Board meetings are taking too long, and consideration and discussion often suffers.

Solution:Change to twice-monthly meetings, consisting of a Work Session and a Regular Session. The first meeting will be for the presentation of all new business to be voted upon at the regular session. During the regular session, formal business will be conducted, including votes, disciplinary hearings, and other matters of due consideration. At the worksession, each new agenda item for consideration, must be presented by its sponsoring member, so that the Member may answer such questions as the Board deems necessary to consider the issue. The presiding President may open each matter for comments by members wishing to be heard. After comments are closed, the presiding President shall poll the Board to determine whether each item shall be placed on the consent agenda, sent to the table, of held for hearing at the Regular session. In order to be placed on the consent agenda, the vote must be unanimous, else the item is automatically held for hearing. At the regular session, the President shall open the floor to the membership, to speak on items items held for hearing. Items deemed an emergency by the President or the presiding President, may be heard and voted at any meeting in which a quorum is present.

Modify section 2.3 of the Standing Rules to reflect the need for transparency in our processes, and to protect the rights of both parties to be heard. (Brian Davis)

Problem: Our process for dealing with Complaints allows various levels of secrecy, but it is the Board's desire that all proceedings of the Dallas Makerspace be transparent to the membership, and that the right to be heard by both parties should be respected.

Solution: Modify section 2.3 of the Standing rules, to wit:

Formal Complaints

The formal complaint process exists for members to request a hearing be held by the Board of Directors regarding specific actions of another member. Members are expected to discuss their complaints in a calm and polite manner. Mediation is available to resolve issues without the need of a formal complaint.
Formal complaints against another member must be submitted, in writing, to the Board of Directors or to any member of the Board of Directors.[5] The complaint must have two parts outlined at minimum, a "Complaint" part and a "Recommended Solution" part.
The Board of Directors may elect to hold a special meeting regarding the matter, or may consider it at the next Regular Board meeting.
The Board of Directors is not required to act in accordance to the grievance or complainant's "Recommended Solution" part and may devise its own remediation.
Complaints will be added to the agenda of the meeting in which the hearing is to be held. Both Parties shall be attendance at the meeting. The Board may, at its discretion, move the hearing forward to a new meeting. The agenda will reflect the name of the accuser and the accused. If either party is not present at the meeting, the Board may act in their absence.
Minutes for the meeting will not be scrubbed of identifying information.
Any disciplinary action for which one or more of the Board of Directors or officers of the corporation (acting in their role as an officer) are involved require that a written record of the action, reason(s) for the action, and acknowledgement of the accused be sent to the Board of Directors for keeping.

Meeting format change to reduce time used, and improve ability of members to be heard by the Board. Membership meetings to be run by the membership. (Brian Davis)

Problem: Meetings take too long, and are often delayed by members speaking without being recognized, or engaging in back and forth dialog and arguments with other members, or the Board. This has resulted in many members being unwilling to sit through the overly lengthy meetings. In addition, the Membership meetings are currently overseen by the Board, where they should be run by the membership.

Solution: Adopt new meeting rules to control tempo of the meetings as below,

Modify Section 7 of the Standing Rules as follows:

Organizational Meetings

Board meetings will generally follow the MIBS SRC3 format, and will be held as often as needed as determined by the Board.
Board meetings will be posted on the Dallas Makerspace Events calendar.
For purchases over $200, the request must include a description of how this spending furthers the organization's Tax Exempt purpose (see Mission Statement), the amount requested, and an estimate of the annual maintenance costs for the purchase.
Regular membership meetings may be held at the Dallas Makerspace's main location, at such times as may be determined by vote of the membership.
1. Prior to the start of informal meeting, time will be set aside to clean the space.
Membership meetings must be posted on the Official Calendar at least 2 weeks prior to the meeting.
The Members present at a membership meeting shall determine by simple majority vote who shall preside over the membership meetings.
If no consensus can be reached, the committee chairpersons present will vote to determine the temporary meeting chair.
Members wishing to speak at Board meetings must be recognized by the President before speaking. Members speaking without receiving the floor, may be ejected from the meeting.
The Board shall determine the format of a Board meeting, and may vote to change the meeting format from time to time, as is deemed necessary.
The board of directors may not allocate more than 5% of the checking account balance on discretionary spending without a current financial status, accurate to within 7-10 days, from the financial committee or treasurer.

Adopt policy complying with State and Federal Law and protecting members Personally Identifiable Information. (Brian Davis)

Problem: Our bylaws contain statements like "shall make all books and records of the corporation available" which, strictly interpreted, do not comply with Texas or Federal law, and which do not protect our members from mis-use of their personal information.

Solution: Adopt a policy which complies with the law, and clarifies what will not be provided, to wit:

Personal Information Disclosure Policy

It shall be the policy of the Dallas Makerspace to comply with all laws, whether Federal, State, or Local, with respect to the display, discussion, or provision to any party, information which identifies an individual or provides sensitive personal information, as a result of any otherwise legal request. This includes all information as identified by Section 521 of the Texas Business and Commerce code, and information listed in the National Institute of Standards and Technology publication 800-122. In addition, the Dallas Makerspace will not provide or display any information which may subject a member to fraud, identity theft, harassment, or provide a means for subjecting the member to increased risk of fraud, identity theft, or which may enable another person to engage in Internet fraud or attack, or may enable another to identify, contact, or distinguish any member.

Various systems and tools, including forums, are structured in such a way that certain types of communications, actions, or stored information are represented as private, or require enhanced access to see. This would include items such as private messages, user data, or user actions, and other functions where a user's actions are not routinely visible, and where a user may feel a reasonable expectation of privacy. It is the Policy of the Dallas Makerspace that such items are not "books and records", and therefore such items will not be available for inspection or disclosure request under the terms of our by-laws and applicable law.

Various members of the Dallas Makerspace, acting within their capacity as officers or assigns, may access such information only to the extent necessary to perform their job function, on a need to know basis, and subject to the absolute prohibition on the provision of any information covered by this policy, to any other person or entity, without the explicit written permission of the Board of Directors.

The Dallas Makerspace will comply with requests lawfully made by a court of competent jurisdiction.

Extend Contract with PSK Accounting through June 30 (Brian Davis)

Problem: The original authorization term for this contract has expired.

Solution: Authorize the extension of the original resolution to cover all time between contract commencement and June 30, 2017.

Authorize the expenditure of $2,800 to PSK to provide for expedited effort to complete accounting through May 30, 2017 (Brian Davis)

Problem:Due to a variety of delays and problems, PSK has fallen behind in the hours necessary to bring our accounting up to date.

Solution: Authorize the expenditure of a $2,800 one time increase to our contracted fees, to enable an expedited true-up of our books. This would bring the books from December 2016, to May 2017 and bring us fully up to date.

Create the office of Chief Shop Steward. Advertise and Contract for the performance of certain duties and responsibilities related to the execution of the Office (Brian Davis)

Problem: The Dallas Makerspace has grown to 1500 members. There is a very clear need for an individual to be available to help members with various problems, organize our records, be responsible for getting routine bills and other items to the accountants, providing known "business hours" for various purposes, administer contracts, provide facility management, and facilitate communications with the membership.

Solution:Authorize the creation of, and advertisement for, the position of "Chief Steward" of the Dallas Makerspace. Delegate a sub-committee of the Board to detail the job description, and advertise it for contract in the amount of $2,500 monthly. Selection of the candidate to be during Executive Session of the Board at the next scheduled meeting after the sub-committee has referred the item for action. This position will be considered an Officer of the Corporation.

Task Chairs and Stools (Luke Olson)

Problem: Many of the task chairs and stools at the makerspace are either broken, missing, or soiled. This limits basic functionality of work spaces and classrooms.

Solution: Allocate $6,000 to the logistics committee to purchase task chairs and stools without cloth surfaces.

Relevance: Keeping work spaces and classrooms ready to use and clean are basics that need to be taken care of so higher level learning and collaboration can take place.

DMS Racing Group Project (Brandon Green)

Problem: The DMS Racing group project has had a good run. We successfully ran in 5 races and besides transmission internals I don't think there is a single component in the car that we haven't completely disassembled and rebuilt, all at DMS. I would like to no longer be the project lead, a decision on the future of the car as a group project at DMS is needed.

Solution 1:

Find a new member to serve as project lead and establish expectations for the group project going forward.

Solution 2:

Sell car, all of the parts on the car belong to DMS (see funding history details below), we have the title but it has never been registered or driven on public roads since we turned it into a track use only Lemons race car. Whatever money made would go into the general fund.

Background:

Occasionally DMS has had sponsored group projects, typically the group enters some competition representing DMS. The idea being getting a group together to do something interesting so that everyone learns and also to advertise the capabilities of DMS. The race car is the longest lived group project in DMS history. Other than competing in that first event no long running expectations were ever clearly established. The trebuchet build is another example of a group project that DMS has sponsored in the past.

In fall 2013 DMS got a non running 1995 240sx to enter it into the Feb 2014 24 hours of lemons race. Over time DMS has probably invested around ~$5,000 into the physical car. $500 for initial cost of the car, few thousand for initial safety build out (cage, seat, harnesses, wheel) and getting it running, occasional storage costs, repairing and improving parts, etc.

The consumables and event entrance fees have always been completely paid for by the drivers entering an event. Combined the drivers spend around $3,000 - $4,000 per event weekend to go racing. $1,400 entrance fee, gas for race car, transportation + lodging, safety equipment, $500+ for consumables like tires, brakes, oil, etc.

At the beginning of 2016 I decided to no longer put DMS money into the physical car because despite my efforts to invite and schedule classes around the car to get more members involved it turned into the same core team members who stuck with the project and put in a lot of time to get the car ready for each event. So things like improved suspension, recent complete engine rebuild, were all paid for by the drivers alone and all improvements to car components were donations since it's DMS' car.

Overall the project has been a great success and showcase of what DMS can do, however I don't think hosting a long running race team is a good fit for DMS. It is too different from anything else DMS does and becomes hard to justify as a tool or way to teach if only a few members benefit from it on a regular basis. Does it make sense that it could continue as a sponsored group project if DMS isn't putting money into the car but only providing a place to work on it?

DMS Hallway Refresh (Steve Blanchard)

Problem:

The DMS hallway and center door hallway have had general wear abuse and holes made in walls to hang artwork.

Solution:

1. Spackle and paint the walls. 2. Add a French Cleat rail to the top of each wall to all artwork to be hung from the rail with mono filament line. 3. Add a artwork and poster hanging kit below the sink in the front hallway to make it easy to hang artwork.

Budget request is for $350. Current line items is $310 and I think there are still some unknowns. The budget is in an Excel spreadsheet.

Detailed proposal is in Talk. Word and Excel documents.

This will be a Logistics special project.

Minutes

==Minutes==
DALLAS MAKERSPACE BOARD OF DIRECTOR'S MEETING : may 17
2017
MEETING CALLED TO ORDER 19:10
====
IN ATTENDANCE
Robert Davidson
Kris Anderson
Brian Davis
David Kessinger
Alex Rhodes
TREASURER'S REPORT
see spreadsheet above
====
Prior minutes:
need to correct consent agenda
Moved to end of the meeting
Alex asked to add the list of the complainants against
Brandon Green and would have a list of the name by the
end of the meeting
Discussion:
Motion (Kris): punt to next meeting
Second (Alex)
For: Alex, David, Kris, Robert
Abstain: Brian
====
CONSENT AGENDA - UNANIMOUS CONSENT
Nick Silva- New Machine Shop Chair
Nick Silva- New procurement officer
CONSENT AGENDA - DISCUSSION
The following items were pulled for further discussion
4.1 Honorarium Admin Group Changes (Stan Simmons)
The Classroom committee should handle the Honorarium decisions
Kris moved to punt to next agenda, Robert second. 5 votes for
4.2 Calendar Admin Group Changes (Stan Simmons)
Moved to dismiss:Alex, second Robert. 5 for
4.6 Logistics Vice-Chair - Additional Procurement Officer for Logistics (Dan
Gallagher)
Steve Blanchard to be procurement officer
Motion to approve David, second Kris. 4 for, Robert abstain
4.7 Proposal for a new committee - Member Exchange Committee (Dan
Gallagher)
Put in place a new committee to handle the Free shelf.
Dan agreed make this a SIG under Logistics
Motion to table, Alex, second Kris. 5 for tabling
New Business:
1 5.1 Consider changes to Board Meeting Schedule and Format (Brian
Davis)
Add mid month meeting for a “working meeting”
Move to punt to next meeting: Kris Second: Brian 5 for
2 5.2 Modify section 2.3 of the Standing Rules to reflect the need for
transparency in our processes, and to protect the rights of both parties to
be heard. (Brian Davis)
To comply with Texas and Federal law
Move to punt to next meeting: Kris, Second Alex. For: 4 Abstain: Brian
3 5.3 Meeting format change to reduce time used, and improve ability of
members to be heard by the Board. Membership meetings to be run by the
membership. (Brian Davis)
Members shall decide who runs the Member meeting
Move to vote as written Brian, second Kris. Brian, Kris for. Alex, David, Robert,
abstain. Motion does not pass as it needs at least 3 votes for.
4 5.4 Adopt policy complying with State and Federal Law and protecting
members Personally Identifiable Information. (Brian Davis)
Move to vote as written: Kris, second Brian.
For: David, Brian, Kris Abstain: Alex, Robert
5 5.5 and 5.6 combined. Extend Contract with PSK Accounting through June
30 (Brian Davis) 5.6 Authorize the expenditure of $2,800 to PSK to provide
for expedited effort to complete accounting through May 30, 2017 (Brian
Davis)
Move to vote as written: Brian. Second: Robert Vote for 4. Against: Alex
6 5.7 Create the office of Chief Shop Steward. Advertis and Contract for the
performance of certain duties and responsibilities related to the execution
of the Office (Brian Davis)
Move to create an exploratory group to look into this idea in greater detail: Alex.
Second: Brian For 5 votes
7 5.8 Task Chairs and Stools (Luke Olson)
Move to table and ask logistics to handle it: Brian. Second: Kris For: David,
Brian, Kris Against: Alex, Robert
8 5.9 DMS Racing Group Project (Brandon Green)
Keep the racing car or sell it. Move to establish Chuck Graff to lead the team in
an educational inclusive way with the condition that the title be correct within 90
days: Alex Second: Kris For: 5 votes
9 5.10 DMS Hallway Refresh (Steve Blanchard)
Addendum of $250 of paint making this to be $600 total
Motion: Move to give $600 to logistics for this use: Alex. Second: David. For 5 votes
Correction of prior minutes: contact the past minute taker
No safety issues
Next board meeting June 23, 2017

Action Items

Status	Item Description	Responsible Party
[ X ]	Authorize the expenditure of $2,800 to PSK to provide for expedited effort to complete accounting through May 30, 2017	Finance
[ X ]	Move to give $600 to logistics for DMS Hallway Refresh	Finance

Quick Books Journal Entry: BOD1012