Board of Directors Meeting 20190318

Time, location

20190318 19:00 Dallas Makerspace

YouTube Live Link

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

Financial Statement

Dallas Makerspace Profit and Loss January 1 - March 18, 2019

Total Total Income $ 255,048.23 Total Cost of Goods Sold $ 0.00 Gross Profit $ 255,048.23 Total Expenses $ 222,541.48 Net Operating Income $ 32,506.75 Total Other Expenses -$ 806.11 Net Other Income $ 806.11 Net Income $ 33,312.86

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.

1 complaint member x

2 complaint member y

3 complaint member z

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 all 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.

Student Scholarships (Josh Melnick)

Problem: Make a temporary scholarship fund for 1 student from UTSW, UTA, UTD and UNT for summer period

Solution:

Relevance:

Closing of Competitive Robotics Committee and Return of Funds (Phil Luetchford)

Problem: The Competitive Robotics Committee has not met in some time. The account should be closed and the $1000 in funds returned to the donors.

Solution: $300 was donated by 3D Fab. [[1]]

I found a spreadsheet on our Google Drive with donation information for the remaining $700. Here it is:

Donor	Amount
Frank Lima	$200
Brian Luetchford	$100
Phil Luetchford	$200
Michael Smith	$200

Relevance:

Car damage (Kris Anderson)

Problem: Steve Blanchard's vehicle was damaged when a volunteer threw a trash bag away that contained heavy metal brake rotors. The damage was caused when the rotors slipped from the bag as it was tossed into the trash, causing the drivers door to be dented.

Solution: DMS should take care of the damages either using insurance or direct pay to a body shop.

Allocate funds to David Griggs (Kris Anderson)

Problem: Current allocation has been spent.

Solution: Allocate $2,500 dollars for retainer fee for our DMS lawyer.

(after 48 hour cutoff) Defining Scope of Dallas Makerspace Public Relations (Coulson Mullen)

Problem: There is not a written, board approved definition explaining the scope of DMS Public Relations.

Solution: Define DMS Public Relations as follows:

Advertising - Increased public exposure through online and print mediums Brand Creation - Creating and maintaining a consistent brand throughout all internal/external communications which properly tells our story, message and mission. Brand Protection - Ensuring the official DMS brand is under the control of the organization and not individuals or other entities. Campus Beautification - Curating, creating, and maintaining signage, content on common walls, and the ongoing aesthetic improvement to the DMS environment as a whole in a way which is congruent with the brand and overall message of DMS. Corporate Donation Requests - Organize and facilitate the outreach to corporate entities for equipment and monetary donations Crisis Communication - Work directly with the board in response (or lack of response) to the public during a possible future crisis situation. Event Planning - Organize and promote DMS events for both member appreciation and outreach Expansion Activities - Working with the expansion group to keep members and the public up to date on progress and volunteer ops Influencer Relations - Developing and maintaining relationships with individuals and organizations who have a substantial audience within the local and/or maker community. Internal Communications - Organize and facilitate the ongoing communication between DMS and its members. Journalism - The writing of engaging, informative and relevant content for the website, social media, newsletters, blog, internal communication, and outreach. Lobby - Enhance and maintain the experience of the DMS entryway. Inform, direct traffic, promote member projects and sell DMS merchandise. Media Training - Oversee training for those who will be in the public eye. Media/Content - Organization, creation, and the distribution of photo, video, and verbiage Member Relations - Enhance member experience through communication and engagement for the purpose of member retention and overall maker enjoyment. Merchandise - Conceive, approve, make, price, promote, sell, and organize all DMS branded merchandise. Messaging & Positioning - Developing, maintaining and protecting DMS’s image to ensure our mission and objectives are properly heard and understood. Metrics - Collecting, maintaining and deciphering data to determine which tools, techniques, and formats work best to secure a larger member base and ensure those members have an optimal maker experience. New Members - Working directly with new members entering in a new environment and a unique culture which is not always easy to assimilate. (This is important enough to be separated from member relations as a whole) Outreach - Gaining exposure throughout the Dallas/Fort Worth area by building relationships, attending/sponsoring events, and becoming actively involved in our community Press - Collaborating with board members and key figures within DMS to write, produce and distribute interactions with media outlets, presentations, and ongoing press releases. Public Inquiry - Establishing the proper method to respond to various information requests Public Strategies - Develop approaches to public interaction and recruitment Social Media - Setup and maintain the official DMS Social Media outlets such as Twitter, Facebook, and our Wordpress Blog. Tours - The organization and facilitation of tours on a weekly basis Volunteers - Encouraging, promoting, and organizing DMS volunteer support Website content - Publicly accessible domain (main website, blog, forums, wiki, etc.) While Infrastructure is responsible for website infrastructure, (ie: hosting, software, and updates) PR maintains the content (ie: theme, verbiage, and media) in a way which is congruent with the brand and overall message of DMS.

Relevance: The DMS Public Relations Committee should be properly defined in writing to eliminate any confusion of the committee’s responsibilities to the membership.

(after 48 hour cutoff) Half price off 1st Month When Signing Up after a Tour (Coulson Mullen)

Problem: New members signing up on the same day as they are given a tour is currently at an estimated 20% conversion rate. Due to market research (interviewing tour participants after tours) it has been shown that DMS could increase conversion upwards of 50% if they received a half price incentive off their first month’s dues.

Solution: New signups receive half price off 1st month when signing up the first time they are given a tour.

Motion: Enact a campaign which enables first time visitors to become members at half price off their 1st month if they join the same day as their 1st visit to Dallas Makerspace.

Relevance: This will be a way in which to increase signup conversion rates on 1st time visitors.

New Business

Request for Public Statement from Luke Strickland (Matthew Mulherin)

Problem: There has been a lot of misunderstanding, confusion, and rumor surrounding events that had transpired shortly before and after the February members meeting, concerning the expansion and board decisions and actions surrounding such. During that members meeting, the majority of the board was able to express their position and understanding of those recent actions. To date, Luke Strickland has failed to make a public statement regarding these actions and decisions.

Solution: The membership requests that Luke Strickland answer the following questions. If a question, either in whole or in part, is not answerable due to a confidentiality agreement or as to not cause harm, it is expected that Luke will list as explicitly as possible, without breaking such agreements, to which party(s) that agreement is with or which party(s) would come to harm from his complete answering of said question, for each question or part of each question. Furthermore, it should be noted that "attorney-client privilege" is an implied confidentiality agreement of an attorney not to make public information about their clients; any party who is not offering legal counsel to another party is not bound by attorney-client privilege. In short, if Luke Strickland is not an attorney, the attorney-client privilege is an invalid answer to any of the following questions.

Any questions which can not be answered fully, thoroughly, or otherwise to the boards' satisfaction, including reasons of absence, are expected to be answered, in writing, as an addendum to the minutes for this meeting or otherwise added to the official DMS BoD meeting records, prior to the next regular BoD meeting.

Questions:

1. To the best of your understanding, what is the root purpose of your temporary removal of access to DMS services? To clarify, this question is not about the mechanisms for how your access was suspended or whether it was legitimate or not but, instead what was the goal of such a restriction?

2. There have been many insinuations of corruption, fraud, self-dealing, theft, or embezzlement of funds regarding payment to a member of the expansion team which the rest of the board has stated is reimbursement for legitimate purchases. Can you confirm or deny any specific or unspecific wrongdoing involving this transaction, or can you confirm or deny that you have seen evidence which would suggest or support such accusations of wrongdoing? If you have proof of such, please provide it as thoroughly as possible.

3. It is alleged that you were removed as a board member and had later reinstated as a board member. Is that factually accurate, or were your services temporarily suspended?

4. During the special meeting held on March 4th, 2019, there were quite a few votes for removal of position and temporary banning of members. Were any of those members present to be able to defend themselves? And if so, can you name who was able to represent themselves?

5. In the special meeting held on March 4th, 2019, the minutes reflect that you had voted to: remove Ken as treasurer, ban Andrew, and ban Robert, until the next board meeting for a full and formal hearing. Is this correct?

6. If you had voted affirmative, as stated above, can you confirm that you believed it to be necessary or proper for them to have removed immediately? Furthermore, can you confirm or deny if you believe there is evidence that those members “engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation?”

7. The bylaws explicitly state that in matters of expulsion, expulsion can only occur “after providing the member with reasonable written notice and an opportunity to be heard by the Board of Directors either orally or in writing.” Do you believe that this clause has been satisfied for the Special Meeting on March 4th, 2019, or do you believe that is is not applicable?

8. There have been several discussions about one or more possible emails regarding accountants, lawyers, or both. The distribution or sharing of such email is rumored to have caused disciplinary action of at least one member. Are you aware of any such emails? Are any such emails considered by the board, either in part or in whole, to be privileged information? Can you confirm that if a member were to publish those emails publicly that the board would not take disciplinary action upon that member?

9. To the best of your knowledge, has DMS or the board been negligent in meeting the requirements of Puretax; specifically in regards to the SOP?

10. Have you read an NDA, I believe it was from the architect, that disallows the disclosure of various information with a ~$95k penalty for violation? If so, can you confirm if the terms of that agreement preclude the public release of that document in whole? How about in part? Can you confirm that the disclosure of the name of the firm which this contract is with would violate the agreement? Do you believe that a redacted version of such document could be released, hiding the sensitive portions of the document while disclosing the ‘meat,’ while not violating the agreement? Can you confirm that this NDA is not able to be canceled unilaterally by DMS? Can you confirm that the information is to remain privileged in perpetuity if the agreement remains in place? Can you confirm that the information is to stay privileged in perpetuity if the agreement is canceled?

11. In your opinion, was a member of the expansion team within their authorized authority to sign the before mentioned NDA without specifically consulting the board prior?

12. In one of your previous replies, you state that you “would be willing to immediately approve the contract given any of the information I asked for.” Was this information available to you, knowingly or unknowingly, before your access was suspended? If this information was available to you, why had you not reviewed it previously? Also, can you publicly state which information you had requested and what documents would have answered those inquiries?

13. It has been alleged that you have had access to information or documents that would have answered your above-referenced questions, but you had not reviewed them because you weren’t aware of those documents or their contents or did not know how to access them properly. Is that true?

14. In your opinion, does or did the board as a whole, excluding yourself, want the expansion to be carried out as per the once pending General Contractor contract?

15. Is it your opinion that the before discussed NDA is part of DMS books, records, or reports, and therefore discoverable by the membership through inspection of such as outlined in our bylaws?

16. Is it your opinion that the receipts for specific payment or payments that a member of the expansion team was reimbursed for is part of DMS books, records, or reports, and therefore discoverable by the membership through inspection of such as outlined in our bylaws?

17. In your opinion, is DMS able to, by their current bylaws, able to keep any documents in regards to financing, operations, or other business, privileged and out of the reach of the membership inspection?

18. Do you believe there to be any corruption, fraud, self-dealing, theft, embezzlement of funds, or wrongdoing of the board, in part or whole, specifically regarding the expansion, excluding your suspension of services?

Relevance: Luke Strickland is morally and ethically obligated to make a public statement about such actions and events, especially given his promise of transparency when running for the board.

3 strikes solution for ad hominem attacks (Kris Anderson)

Problem: The talk forum has too many ad hominem attacks which make the forum toxic and unusable for many members.

Solution: Three strikes program to be implemented. 1st strike is a warning, 2nd strike the offender is removed for 6 months from the Talk forum and 3rd strike is a permanent ban from the Talk forum. Any appeals must be brought before the Board of Directors.

Relevance: This is a business and community and we need to cut out personal attacks. We cannot fire volunteers but no volunteer should be able to attack another verbally using our business. DMS should not put up with the poor behavior of a few individuals.

Change date for ballot approvals (Steve Blanchard)

Problem: March 18th: Ballot Items , other than directors, to be voted on at the Annual Meeting must be submitted to the Board of Directors by the March meeting for approval and inclusion on the ballot. The Bylaw group would like more time to complete their process with our lawyer.

Solution: Change due date from March 18th to March 25th. Relevance: This allows the membership enough time for due diligence with the ballot items.

Upgrade Quickbooks software (Steve Blanchard)

Problem: We have outgrown the Quickbooks Plus version of our accounting software. Solution: Upgrade to the Quickbooks Advanced version. This will cost approximately $1,350 and we will receive a credit for about 6 months of what we paid for the Quickbooks Plus subscription ($810). This upgrade was approved by Pure Tax. I would request an allocation not to exceed $1,000. Relevance: This will allow DMS continued financial responsibility and growth.

Emergency Items

Items requiring immediate action by the BoD for safety.

Minutes

==Minutes==
1907 Call to Order

====
***PRIOR MINUTES***
ACCEPTED AS AMENDED:
SPECIAL MEETING STATES DATE AS 4/6, CORRECT AS 3/6
MOTION: KRIS ANDERSON
SECOND: STEVE 
PASS: UNANIMOUS

====
***Member Recognition and Complaints***

1 - COMPLAINT MEMBER X
MOTION: CONTINUE TO BAN MEMBER X FROM DMS FOR A PERIOD OF 9 MONTHS. ALSO, BAN MEMBER X FROM HOLDING A LEADERSHIP POSITION INDEFINITELY.
CALL: KRIS ANDERSON
SECOND: STEVE
PASS: UNANIMOUS

2 - COMPLAINT MEMBER Y
RECESS: 2042
COMMENCE: 2102
MOTION: DROP COMPLAINT AND REINSTATE MEMBER
CALL: LUKE STRICKLAND
SECOND: CHUCK
PASS: UNANIMOUS


3 - COMPLAINT MEMBER Z
MOTION: BAN MEMBER Z FROM DMS FOR A PERIOD OF 9 MONTHS
CALL: CHUCK
SECOND: DAVID
PASS: 4-1-0, LUKE OPPOSED


====
***CONSENT AGENDA - DISCUSSION***

CA1 Student Scholarships (Josh Melnick)
WITHDRAWN BY JOSH MELNICK

CA2 Closing of Competitive Robotics Committee and Return of Funds (Phil Luetchford)
 - Motion: AS WRITTEN, AMENDED: RETURN OF FUNDS ONLY, COMMITTEE HAS ALREADY BEEN DISBANDED BY PREVIOUS BOD MEETING
   - Proposed by  STEVE BLANCHARD
   - Seconded by DAVID KESSINGGER
 -Call for vote
   -  In favor UNANIMOUS
   -  Opposed
   -  Abstain
   -  Motion PASS

CA3 Car damage (Kris Anderson)
WITHDRAWN BY KRIS ANDERSON WITH STEVE BLANCHARDS APPROVAL

CA4 Allocate funds to David Griggs (Kris Anderson)
NOT PULLED FOR DISCUSSION
PASSES BY CONSENSUS

CA5 (after 48 hour cutoff) Defining Scope of Dallas Makerspace Public Relations (Coulson Mullen)
 - Motion: AS WRITTEN
   - Proposed by KRIS ANDERSON
   - Seconded by LUKE STRICKLAND
 -Call for vote
   -  In favor UNANIMOUS
   -  Opposed
   -  Abstain
   -  Motion PASS

CA6 (after 48 hour cutoff) Half price off 1st Month When Signing Up after a Tour (Coulson Mullen)
 - Motion: AS WRITTEN, AMENDED: WITH THE APPROVAL OF INFRASTRUCTURE
   - Proposed by KRIS ANDERSON
   - Seconded by CHUCK
 -Call for vote
   -  In favor UNANIMOUS
   -  Opposed
   -  Abstain 
   -  Motion PASS


**NEW BUSINESS**

NB1 Request for Public Statement from Luke Strickland (Matthew Mulherin)
 - Motion: TABLE UNTIL NEXT BOARD MEETING
   - Proposed by  KRIS ANDERSON
   - Seconded by CHUCK
 -Call for vote
   -  In favor KRIS ANDERSON, DAVID KESSINGER, STEVE BLANCHARD, CHUCK
   -  Opposed
   -  Abstain LUKE STRICKAND
   -  Motion PASS

NB2 3 strikes solution for ad hominem attacks (Kris Anderson)
 - Motion: AS WRITTEN, AMENDED: APPEALS TO BOD
   - Proposed by  KRIS ANDERSON
   - Seconded by STEVE BLANCHARD
 -Call for vote
   -  In favor UNANIMOUS
   -  Opposed
   -  Abstain
   -  Motion PASS

NB3 Change date for ballot approvals (Steve Blanchard)
 - Motion: AS WRITTEN
   - Proposed by STEVE BLANCHARD
   - Seconded by KRIS ANDERSON
 -Call for vote
   -  In favor UNANIMOUS
   -  Opposed
   -  Abstain
   -  Motion PASS

NB4 Topic
 - Motion: AS WRITTEN, WITHOUT DISCUSSION
   - Proposed by LUKE STRICKLAND
   - Seconded by KRIS ANDERSON
 -Call for vote
   -  In favor UNANIMOUS
   -  Opposed
   -  Abstain
   -  Motion PASS
====
**ANNOUNCEMENTS**

NO AEROSOL POWERED SPRAY PAINT IS TO BE USED AT DALLAS MAKERSPACE, INSIDE OR OUT. CARROLLTON POLICE WILL FINE MEMBER IF CAUGHT. AIR POWERED PAINT, SUCH AS THE AIR BRUSH, IS ALLOWED.

LANDLORD HAS BEEN COPIED ON COMMUNICATIONS CONCERNING RV LIVING CONDITIONS. KRIS ANDERSON HAS REQUESTED ALL TO UNPLUG AND MOVE. KRIS ANDERSON TO CALL ALLISON

====


Next meeting set for NEXT MONDAY

2324 Meeting called to close

Action Items

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