Board of Directors Meeting 20180322

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Link: https://source.dallasmakerspace.org/display/Board/2018-03-22+Board+Meeting

Time, location

20180322 19:00 Dallas Makerspace

YouTube Live Link

Video was not available for this meeting.

Prior minutes

https://dallasmakerspace.org/wiki/Board_of_Directors_Meeting_20180223#Minutes

Member Recognition and Complaints

Member recognition (above and beyond) and member complaints will be considered before other business. This will allow members that are interested or involved with either to leave without having to sit thru the entire 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 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".

New Business

Decision on Renting Space Next Door

The business to the north of us, Telecom Solutions, ~20,000sf (DMS is 16,500sf) has put their space on the market for sub-lease. The emergency meeting will be for the Board of Directors to vote on whether on not DMS should get the lease or not.

Discussions will be will focus on the financial aspects and considerations. Discuss of risks associated with renting that much space, impact on capital improvements.

All members please attend. This a MAJOR decision and everyone's input is sought as it will impact everyone.

Emergency Items

Items requiring immediate action by the BoD for safety.

Minutes

==Minutes==
Meeting called to order approximately 7:19 PM in Lecture Hall at Dallas Makerspace, Carrolton, TX.
Note: No video recording of meeting

Board Members present:

 - Alex Rhodes
 - Robert Davidson
 - Kris Anderson
 - Brain Davis (remote)
 - David Kessinger

Minutes:
Haley Moore

====
***CONSENT AGENDA - DISCUSSION***
No items.

**NEW BUSINESS**

1. Decision on Renting Space Next Door

 - AS WRITTEN:  The business to the north of us, Telecom Solutions, ~20,000sf (DMS is 16,500sf) has put their space on the market for sub-lease. The emergency meeting will be for the Board of Directors to vote on whether on not DMS should get the lease or not.

Discussions will be will focus on the financial aspects and considerations. Discuss of risks associated with renting that much space, impact on capital improvements.

All members please attend. This a MAJOR decision and everyone's input is sought as it will impact everyone.

 - DISCUSSION:
  -  Presentation by Chris Marlowe on the work to find a new space, member growth and finances.
   - The space has seen 12.7% annual growth roughly.
   - By the time our lease expires, we will have 2000 to 2200 members.
   - If we take on new space, we want to make sure that it will be a long term commitment.  We can't afford to move every few years.
   - Many spaces are designed for different uses than ours, fitout is more expensive than physically moving.
   - The people next door are offering a sublease.  The landlord will be making any profit from the sublease.
   - DMS will have right of first refusal when the current tenant's lease expires.
   - We will get a better deal by dealing with the landlord directly, which is what we're pursuing.
   - Other properties we've looked at leased very quickly.
   - We would both terminated leases and renegotiate a single lease for both spaces.

  - David Kessinger: The Makerspace turned off all advertising this winter to level out growth, but the space is still growing.
  - Alex Rhodes: We do not have the option to actually sublease.  It expired already.
    - "I don't see how we could have an easier, cheaper move."

  - Robert: I'm always for expansion.  This is what we've been chasing.
   - The open layout allows us to build out however we want.
   - We can't buy a building without a large grant, gift, or assistance from a city.
   - We can sublease this other unit if we need to walk away completely.
   - We will need to cut down on capital purchases.

  - David: The buildout cost will probably be around $150k.
   - Most other spaces are not designed to be collapsed/expanded.
   - Committees will be spending their own allocations rather than asking the board.
   - The landlord is asking for financials.  They have an interest in having one tenant rather than two.
 
  - Kris: The accountant says there are months we will go negative, and says we should develop a business plan.
   - New income streams may be needed, such as paid storage.
   - We are out of power outlets/capacity.
   - We need a budget in place for all committees and for the space in general.

PUBLIC FORUM:

  - Largest challenges with the landlord?
   - Cars, parking in other peoples bays, parking in front of the dumpster, debris.
   - We were behind on rent for 2 months.  We are now on direct payment.

  - Can buildout be spread out across many smaller projects?  Can we pay things in installments?
   - Kris - Yes, but we need to start on the dust collection project immediately for the fire marshal.
   - David

 - How much cash do we have in the bank?
  - David: $450 - 470k
  - Brian: We have $50k in a CD so that money isn't available.

 - Can we seek permission to put up solar panels?
  - Yes.

 - Luke (former BOD member): When we investigated moving, we figured it cost about $250k in improvements.

 - Ethan: Do committees need to pull back spending from their own committee funds?
  - Kris: Each committee will have to evaluate their needs.
  - Robert: There was a recent bookeeping error that showed committees having much more money than they do, and that has been fixed.  Most committees will see a decrease in their funds.

 - Chuck Baber: Interruption of service could cause us to lose members.
  - Chris: The move to Monetary caused us to lose 20% of the membership.

 - John Gorman: Our attrition rate on members should go down when we expand as more tools become available.

 - Brian (Science): What other revenue streams?
  - Kris: We could make between $300k and $700k a year by renting space in the warehouse.
  - Robert: We're working on a better 
  - Chris: We have several different ideas, we'll appoint individual members to investigate.

 - Can we rent our classrooms during the business day?
  - Kris: We won't not consider it.
  - Alex: I want to partner with other organizations to "host" them.

 - Paul Wilson: Having more work space will be a useful resource without buying new toys.

 - Is DMS signing the lease or an individual?
  - DMS as an organization.

 - Robert: By expanding we can open the space to new maker communities.

 - Can Brian Davis give input (because he's remote)
  - Brian: I'm not too excited because we don't have the contract yet.  We need more information on how much we're gambling the DMS on this expansion.
  - We need to communicate the impact it's going to have on the members.  We need money for infrastructure repairs.
  - This board is making the decision just before they leave, and that doesn't seem fair.
  - Our monthly profit after the expansion will be considerably smaller.
  - We need to ask the members.
  - This decision is rushing forward very quickly.

 - Will there be a person in charge of coordinating donations and grants?
  - Kris: They's a possibility.

 - David: We have more donations of qeuipment than we can take in right now.
  - Stan: There is literally someone outside right now with a $6k piece of equipment 

 - Alex: I'm not against having an entire area sponsored by a supplier.
  - Kris: Private grants tend to be project oriented, so someone needs to give them progress reports.

 - Alex: I want to make an office of outreach and education.

 - Kessinger: We shouldn't take government grants because they will want our demographics and other compliance issues.

 - Kris: How do we feel about resetting each committee to a fixed amount?
  - Robert: Because of the bookeeping error, most committees are about to see their budgets plummet.
  - Brian: Robert only went back to 2016 in reclassing the books, and they go back to 2010.
   - Robert: I reclassed every unclassed expense in the books back to 2010. 
  - Kris: We would have no choice but to dip into committee funds if there's an emergency.

 - Art Givens: If push comes to shove, can we use a line of credit for an emergency?
  - Yes.
  - David: We need to allocate more money to our reserve fund, and if we need to take a loan, we can use that as collateral.
 
 - Robert: We are looking for a bank that can give us a good deal on loans and credit cards.
  - We get cash back on our credit purchases with Chase.

 - Will we be selling lifetime memberships again?
  - Probably not, because we previously sold them because we were tight on cash for the move.

 - Ethan: Can we take a vote of people in the room and see if we're ok with the Board proposing an emergency meeting without the 7 day notice to sign the lease?
  - Informal poll was unanimous.

 - Kris: Informal member poll: Who's in favor of leasing the space with all the info we have right now?
  - Majority yes.

 - Kris: This board will commit the next board to its decisions.
  - Kris and David are the only members running for reelection, and they intend to follow through.

 - Brian: I never said this wasn't doable.

 - Kessinger: The business plan will involve things like PR, storage, grants. etc

 - Chuck Baber: Committees should be willing to invest their budgets for the good of the space.

 - Motion: Investigate feasibility of the expansion while we wait for a contract.

   - Proposed by  Kris Anderson
   - Seconded by ??
 - Call for vote
 - Passes unanimously.

====

9:07 Meeting called to close

Action Items

Status	Item Description	Responsible Party
[ ]		Finance
[ ]		Finance
[ ]		Finance
[ ]		Finance
[ ]		Finance