Board of Directors Meeting 20181119

Time, location

20181119 19:00 Dallas Makerspace

YouTube Live Link

https://www.youtube.com/c/DallasmakerspaceOrg/live

Prior minutes

Board of Directors Meeting 20181015

Board of Directors Meeting 20181021 Special Meeting

Board of Directors Meeting 20181108 Special Meeting

Financial Statement

Bank Balances:

Checking 1:   $238,866.88

Checking 2:   $153,669.61

Savings:      $202,650.43

Total:        $595,186.92

P&L 2018 YTD:

Dallas Makerspace
Profit and Loss
January 1 - November 17, 2018
	Total
Total Income	$887,070.48
Total Cost of Goods Sold	$4,316.07
Gross Profit	$882,754.41
Total Expenses	$598,999.24
Net Operating Income	$283,755.17
Total Other Expenses	$9,376.88
Net Other Income	-$9,376.88
Net Income	$274,378.29

File:Board of Directors November 2018 Profit and Loss Summary.pdf

Committee Balances:

Dallas Makerspace
COMMITTEE BALANCE REPORT
11.17.18
	3D Fabrication	Automotive	Blacksmithing	Classroom	Competitive Robotics
COMMITTEE BALANCE	9,135.79	11,002.25	2,458.69	3,340.76	1,000.00
	Creative Arts	Digital Media	Electronics	EXPANSION	Financial
COMMITTEE BALANCE	30,448.58	4,351.05	6,766.36	1,467.59	(34,711.60)
	Fired Arts	Glassworks	Hatchers	Infrastructure	Jewelry
COMMITTEE BALANCE	11,139.58	5,563.99	1,558.92	94,461.56	6,956.75
	Laser	Logistics	Machine Shop	Metal Shop	Motorsports
COMMITTEE BALANCE	67,007.04	16,491.48	13,587.58	28,215.93	5,036.70
	PR	Printmaking	Radio Control	Science	Software Development
COMMITTEE BALANCE	14,620.25	3,997.95	509.33	4,283.66	2,477.00
	Vector	Vintage Computer	Wood Shop	Amateur Radio
COMMITTEE BALANCE	2,830.86	743.57	30,518.89	(223.86)
	Total COMMITTEES
COMMITTEE BALANCE	345,036.65

Charts:

Member Recognition

Member recognition (above and beyond) 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 $200 or more must include a section on "Relevance to our tax exempt purpose".

A capital equipment form (listed at the bottom of the Finance forms list) is required for all equipment purchase or lease exceeding $5000 for which funds are requested from the Board in part or total, at least two weeks in advance of the board meeting.

Officiating the rock paper scissors battle between PR and CA on the ping pong table (N. Franczvai)

Problem: Officiate the rock paper scissors war that decides if PR or CA gets the ping pong table. Universally accepted R-P-S rules.

Solution: Official eyes on a public battle. Official ruling.

Relevance: Both John (@talkers) and Nicole (@uglyknees) are both equally scrappy and feisty. Without official eyes on our situation it would result in unfair name calling and probably undue and unauthorized tickling. The best solution to the pingpong table ownership (https://talk.dallasmakerspace.org/t/can-we-have-an-official-blessing-of-taking-pingpong-table/44987) is a public rock-paper-scissors battle at the board meeting. The looser committee transfers $100 worth of funds into the other committee to help them buy whatever they need to substitute the loss of the broken-busted-perfect-for-a-cutting-table-table. If either John or Nicole can’t make it to the meeting and substitute would be tagged in psychically or physically. This is the only solution to this problem. We just need official judges.

Change Honorarium rules to cover when people cancel at the last minute (Nick Silva on behalf of the Chairs)

Problem: Current Honorarium rules say that at least 3 people must attend for the class teacher to be paid the $50 Honorarium.

This becomes important on 'must have' training required classes for equipment. Most of these classes are offered free of charge by DMS committees or with a minimal charge to ensure the students have some skin in the game.

The problem occurs when enough people cancel at the last minute. The class teacher and committee receives no Honorarium.This is not the fault of the teacher who is acting in good faith. It is sometimes possible to pick up a standby student, but not always. If there are not enough attendees the teacher is faced with three choices:

 #1) Cancel the class for lack of interest - leaving some students just out of luck until next time.

 #2) Continue with the class and receive no honorarium.

 #3) Look at the remaining 2 students and say "You now each owe me $25".

Solution: Modify the rule requiring 3 students.  Create a form requesting payment for a class where the Honorarium is not automatically paid. The form would be submitted to the Chairperson for sign-off and  submit to the bookkeeper as an expense. Funds would come out of the same general fund used for Honorariums. The committee would not receive an honorarium. Control against fraud is left to the Chair and BoD to ensure the class went forward.

For classes not tied to any particular committee a BoD member could sign off on it.

A second proposal occurs when the class has a fee. If there are not enough students to meet Honorarium requirements the class fee would be paid out to the teacher rather than the committee as a consolation Honorarium so long as the teacher continues with the class. A form for this could also be used.

Relevance: This ensures classes continue by ensuring teachers get paid an Honorarium. It should also lessen member turn over since the member does not face the frustration of not being able to take a class then need for access. The exact charge this will add to the general fund can not be determined at this time as this would not be the normal occurrence for classes.

{ Withdrawn } Software Development Committee Space being used as personal space (Dwight Spencer)

Problem: A few members have been abusing committee space. This has threaten the closer of the committee several times. names at this time will not be mention but they have been spoken to a few too many times.

Solution: Implement a weekly cleanup with mandatory attendance from committee leadership doing office hours to clean and polish committee areas. In additionally a committee training course is to be scheduled regularly for committee members to attend so they can understand the expectations of the committee with an AD group showing they have completed the training course. Further more if required members in failing in attendance and further disruptive behavior grant committee leadership the ability to ban said offending member for 30 days from committee area.

Relevance: The committee is one of the public faces of the makerspace and we must do better to be excellent. Committee leadership should already have this ability but we are seeking to be excellent and coach individuals with a mandatory training class before needing to be hard handed in following makerspace rules and relegation for committees but given the requirement we need to have the board's support.

Withdrawal Reason: Point has been made to the member and Follow up issue tickets will be created for calendar changes with the class being made voluntary. No further actions by the board is needed.

Rates Grandfathering for Students (Chris Marlow)

Problem: A student who suspends their membership to attend an out-of-town school will be charged the new member rate when they return.  DMS has an educational mission, and as such, it is appropriate to grant special consideration to members who are pursuing higher education. 

Solution: Add the following statement to the Dues Rule, immediately following the statement about grandfathered rates:  

Full-time students attending an out-of-town school who let their membership lapse for the duration of a school year may be reinstated on their prior rate schedule. This reinstatement will be at the discretion of the Board of Directors, and with documentation of student status and out-of-town location. 

Relevance: Not required. Funds > $200 are not required.

Remove 10 Day Honorarium Wait (Kevin Patel)

Problem: 10 Day Honorarium discourages some people from teaching as well as the offering of more classes.

Solution: Change to 5 days from posting.

Relevance: People will be able to teach more often if they don't have to wait as long, as well as people do not always have their life scheduled in advanced.

Science Ventilation (Josh Melnick) Withdrawn

Problem: expansion committee isn't allowing for proper safety fume hood ducting and ducting stack

Solution: fully fund chemically inert ducting and a ducting smoke stack with relevant permits by the local Carrollton government

Relevance: Massive user safety issue from dangerous chemical fumes inside of the building and outside due to recirculation of fumes into HVAC

Withdrawn: Need to withdraw, will collect more information before presenting Fume Hood proposal to the board.

Rule that states that a minimum Consensus for call for committee re-election (Jayson Woods)

Problem: Currently there is not a rule stating how many members of a committee can call for a re-election of a chair. This can cause a administrative burden on the committee chairs and board members.

Solution: Establish a minimum Consensus of committee members for re-election of Committee Chairs

Relevance: To help keep administrative burden down and keep Committee Chairs focused on what’s really important

Funding for new ceramics kiln (Brenda Villafuerte)

Problem: DMS Ceramics is purchasing a new, larger kiln to replace a smaller, currently broken kiln.  The Ceramics committee has shown great growth over the past year and while we obviously need to replace our currently broken tool, we also need to increase our firing capacity to handle the influx of work.  

https://docs.google.com/document/d/1XSPJFrlDWkdEzqrD3XlxvkUx3d5OUkrxti-kyQL3t-o

Solution: The committee is seeking Board funding in the amount of $2500.00 to buy a new DMS owned kiln.

Relevance: DMS does not currently own a working kiln.

New Business

Merge SDC into VCC and rename VCC to Computing Committee (Dwight Spencer)

Problem: The issue of the committee's overlap and confusion over the name has been a long standing issue with several board members previously requesting the two be combined.

Solution: Merge Software Development Committee back to VCC including assets, budgets, allocations, equipment, and committee members then rename VCC to Computing Committee

Relevance: Both committees has voted on the name change and the direction has been the same for the VCC Computing Committee prior and we have been operating as one committee since saving SDC from shutdown. This is only to do some necessary house cleaning.

Approve the purchase of the Thor GA 411 for Creative Arts (Nicole Franczvai/Matt Hawes)

Problem: As approved in the CA meeting and the Sewing Sig meeting the committee has decided to buy the Thor GA 411 for $2500 directly with committee funds. This is just the approval process to make it happen as we can't buy anything about $1,500 without Board Approval. As discussed and agreed upon in the meeting, one of the machines will be moved out of the space and stored in the cabinet. We aren't sure if we are going to attempt to sell off the table or use it somewhere else in the space (we don't have any additional space right now so it's doubtful).

Solution: Read over the Capital Expense Form and approve the purchase

Relevance: Advancing the Sewing SIG with leather sewing capabilities

Committee Voting and Use Of Proxies (David Kessinger)

Problem: Committee Voting and use of proxies has become a problem due to various formats, who can use, when, etc. establish rules and safe harbor provisions.

Solution: Motion as Follows:

Committee Voting:

1.      All Members and Add-ons in good standing may vote on matters before a committee.

2.      Voting may be done in person or by a properly executed proxy, see Proxy Requirements.

3.      Recording eligibility to vote: in person and proxy:

a.      A sign in sheet for persons attending and voting shall be kept that contain Member’s first and last name, and DMS Badge number. All entries must be legible.

b.      On a separate page, proxy holders shall record their first and last name and DMS account email address, then attach gathered proxies to this sheet.

c.      The validity of any proxy may be challenged by any person present.  The chair shall verify its validity, if possible, before the vote.  If not possible, the proxy may be voted provisionally by writing on the back of the proxy how it was to be voted.  The Secretary upon receiving the proxy will validate its status and make any vote adjustments as necessary.

d.      When voting by proxy, if there is any contesting of a committee vote, the original or printed proxies must be turned in to the DMS Secretary so in the event the election is challenged, proxies can be reviewed.  If no contesting they need not be submitted or kept.

e.      When contested, Person chairing the meeting shall be responsible for putting proxies in the Admin Mailbox immediately after the meeting in a sealed envelope(s).  Envelop will be addressed to Secretary, and have written on it: committee name, date when voting took place, contested proxies.

Proxy Requirements

1.      Proxies may be used for counting of quorum or voting in any meeting or election held at Dallas Makerspace subject to any limitations in the rules or the Texas Business code.

2.      Directors are prohibited from issuing or using any proxy for Board of Directors’ in meeting quorum or any vote used in exercising their power as a Director.

3.      Any Supporting/Regular Member or Add-on in good standing may give a proxy to any Supporting/Regular Member or Add-on member in good standing in compliance with the requirements listed below.

4.      Where voting is limited to only Regular Voting Members, as defined in the By-laws, then a proxy may only be issued to another Regular Voting Member to be voted.

5.      A Supporting or Regular Member or Add-on acting as a proxy, can vote a maximum of 5 proxies at any single meeting.

6.      The Regular or Supporting Member or Add-on holding a proxy must be physically present at meetings in order to vote the proxy and present them to the person chairing the meeting. 

7.      Proxies are non-transferable.  Proxy holders cannot delegate their authority to vote any proxies granted to them.

8.      Proxies gathered electronically can be submitted ONLY from the email address listed on their Dallas Makerspace user account and acts as their signature and verification. When printed all of this information must be visible in the printed emailed: e.g. the email FROM: must show actual [[1]] address, not just a name.

9.      To be valid, all proxies must contain the following legible information. Failure of any of these items renders proxy invalid:

a.      Person granting the proxy’s First and Last name,

b.      Status: Supporting Member, Regular member, Add-on

c.      Date (email time stamp act as date)

d.      Original signature (email user address acts as signature)

e.      First and Last name of person granted the proxy

f.       Proxy Holder Dallas Makerspace user email address.

g.      What the proxy grants.  E.g. Voting for Chair at Nov XX^th,  20XX Committee Name Election or all items before the committee at that date.

h.      Any scratch-outs, whiteouts or other corrections voids the proxy.

10.  Proxies may be not be gathered at a class or event during the time periods listed on the Dallas Makerspace Calendar or at the listed location on calendar.

11.  Safe Harbor ballots posted to the wiki may be used, physical and email format.

Relevance: Needed for orderly conduct of Dallas Makerspace governance

Emergency Items

Items requiring immediate action by the BoD for safety.

Member Complaints

Member complaints will be considered after other business. This will allow members that are interested or involved with MakerSpace business to leave without having to sit thru personal business.

Minutes

==Minutes==
7:12PM Call to Order

Directors in Attendance
Kris Anderson
S Charles Baber
David Kessinger
Steve Blanchard
Luke Strickland (Telephone)

====
***MEMBER RECOGNITION***

***CONSENT AGENDA***

No items were passed without discussion.

**NEW BUSINESS**

Officiating the rock paper scissors battle between PR and CA on the ping pong table (N. Franczvai)
 - AS WRITTEN: 
    Officiate the rock paper scissors war that decides if PR or CA gets the ping pong table. Universally accepted R-P-S rules.
 - Motion: 
    AS WRITTEN
   - Proposed by 
   - Seconded by 
 - Call for vote
   -  In favor Unanimous
   -  Opposed
   -  Abstain 
   -  Motion Pass
 - Notes: CA won


Change Honorarium rules to cover when people cancel at the last minute (Nick Silva on behalf of the Chairs) 
 - Motion: 
    For tool basics classes that met the minimum number of attendees 12 hours prior to
    the beginning, the honorarium will be paid upon approval by a director or the treasurer.
   - Proposed by 
   - Seconded by 
 - Call for vote
   -  In favor Unanimous
   -  Opposed
   -  Abstain 
   -  Motion Pass


Rates Grandfathering for Students (Chris Marlow)
 - AS WRITTEN: 
    Add the following statement to the Dues Rule, immediately following the statement about grandfathered rates:  
    Full-time students attending an out-of-town school who let their membership lapse for the duration of a school 
    year may be reinstated on their prior rate schedule. This reinstatement will be at the discretion of the Board of 
    Directors, and with documentation of student status and out-of-town location. 
 - Motion: 
   - Proposed by 
   - Seconded by 
 - Call for vote
   -  In favor 
   -  Opposed
   -  Abstain 
   -  Motion Fail


Remove 10 Day Honorarium Wait (Kevin Patel)
 - AS WRITTEN: 
    Change to 5 days from posting.
 - Motion: 
    10 day lead time for posting classes changed to 6 days
   - Proposed by 
   - Seconded by 
 - Call for vote
   -  In favor Unanimous
   -  Opposed
   -  Abstain 
   -  Motion Pass


Confirm John Thummel as Software Development Chair & Dwight Spencer as VCC Chair
 - AS WRITTEN: 
    Confirm John Thummel as Software Development Chair & Dwight Spencer as VCC Chair
 - Motion: 
    AS WRITTEN
   - Proposed by 
   - Seconded by 
 - Call for vote
   -  In favor Unanimous
   -  Opposed
   -  Abstain 
   -  Motion Pass


Rule that states that a minimum Consensus for call for committee re-election (Jayson Woods)
 - AS WRITTEN: 
    Establish a minimum Consensus of committee members for re-election of Committee Chairs
 - Motion: 
   - Proposed by 
   - Seconded by 
 - Call for vote
   -  In favor 
   -  Opposed
   -  Abstain 
   -  Motion Fail


Funding for new ceramics kiln (Brenda Villafuerte)
 - AS WRITTEN: 
    The committee is seeking Board funding in the amount of $2500.00 to buy a new DMS owned kiln.
 - Motion: 
    Allocate $2500 needed to purchase a new ceramics kiln. Voting with the
    understanding that committee balance is less than $10k.
   - Proposed by Kris
   - Seconded by Steve
 - Call for vote
   -  In favor Unanimous
   -  Opposed
   -  Abstain 
   -  Motion Pass


Merge SDC into VCC and rename VCC to Computing Committee (Dwight Spencer)
 - AS WRITTEN: 
    Merge Software Development Committee back to VCC including assets, budgets, 
    allocations, equipment, and committee members then rename VCC to Computing Committee
 - Motion: 
   - Proposed by 
   - Seconded by 
 - Call for vote
   -  In favor 
   -  Opposed
   -  Abstain 
   -  Motion
 - Notes: Withdrawn during meeting because of the new Software chair.


Approve the purchase of the Thor GA 411 for Creative Arts (Nicole Franczvai/Matt Hawes)
 - AS WRITTEN: 
 - Motion: 
   - Proposed by 
   - Seconded by 
 - Call for vote
   -  In favor 
   -  Opposed
   -  Abstain 
   -  Motion Fail
 - Notes: Does not require board approval, rules are wrong. 


Committee Voting and Use Of Proxies (David Kessinger)
 - AS WRITTEN: 
 - Motion: 
   - Proposed by 
   - Seconded by 
 - Call for vote
   -  In favor 
   -  Opposed
   -  Abstain 
   -  Motion Fail
 - Notes: Need to confine this to committee elections and meetings only.

**MEMBER COMPLAINTS**

**EMERGENCY ITEMS**

 - Motion: 
    If any member sees items or tools in egress path, they have the authority to move it.
   - Proposed by 
   - Seconded by 
 - Call for vote
   -  In favor Unanimous
   -  Opposed
   -  Abstain 
   -  Motion Pass
====

Next meeting set for 20181217

10:22PM Meeting called to close

Action Items

Status	Item Description	Responsible Party
[ x ]	10 day lead time for honorarium classes	Infrastructure
[ ]	Allocate $2500 to Ceramics for a new Kiln	Finance