Board of Directors Meeting 20190325 Special Meeting

Time, location

20190325 19:00 Dallas Makerspace

YouTube Live Link

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

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 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.

CA1 (Submitter)

Problem:

Solution:

Relevance:

CA2 (Submitter)

Problem:

Solution:

Relevance:

CA3 (Submitter)

Problem:

Solution:

Relevance:

New Business

Annual Meeting Election Issues (Mike Cole, Mike Fedyk, Doug Emes, Sue Rogers, Cairenn Day)

Problem: The board election scheduled for April 15, 2019 does not conform to our Bylaws in combination with Texas State Law.

Historical Suppositions:

“Online voting is proxy voting.”

Response from David Griggs, the DMS general council:

“a proxy must be executed by an eligible voting member and assigned to another eligible voting member who can carry the proxy to vote at a meeting.”

Online voting is akin to electronic message voting in Texas Law and must be authorized by the certificate of formation or our bylaws. Our council has determined that our bylaws do not permit online voting...

“VOTING OF MEMBERS.

(d) If authorized by the certificate of formation or bylaws of the corporation, a member vote on any matter may be conducted by mail, by facsimile transmission, by electronic message, or by any combination of those methods.”

Texas Business Operations Code (TBOC) 22.160

“Notices are to all members”

It’s not require to send notice to all members. It doesn’t hurt anything if we do sent notice to all members, but we are only required to send notice to voting members as of the Record Date.

“NOTICE OF MEETING. (a) A corporation other than a church shall provide written notice of the place, date, and time of a meeting of the members of the corporation and, if the meeting is a special meeting, the purpose or purposes for which the meeting is called. The notice shall be delivered to each member entitled to vote at the meeting not later than the 10th day and not earlier than the 60th day before the date of the meeting. Notice may be delivered personally or in accordance with Section 6.051(b).” Texas Business Operations Code (TBOC) 22.156

“Allow people to request voting rights up until just before the election for the purposes of voting in this election.”

This is in conflict with having to set a record date and creating a list of members qualified to vote. This must be done within 2 business days of the notice of the meeting being sent. A voting list is a static snapshot of the voting members at the time the voting list is created as of the record date.

“PREPARATION AND INSPECTION OF LIST OF VOTING MEMBERS. (a) After setting a record date for the notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its voting members. The list must identify:

(1) the members who are entitled to notice and the members who are not entitled to notice of the meeting;

(2) the address of each voting member; and

(3) the number of votes each voting member is entitled to cast at the meeting.

(b) Not later than the second business day after the date notice is given of a meeting for which a list was prepared in accordance with Subsection (a), and continuing through the meeting, the list of voting members must be available at the corporation's principal office or at a reasonable place in the municipality in which the meeting will be held, as identified in the notice of the meeting, for inspection by members entitled to vote at the meeting for the purpose of communication with other members concerning the meeting.” Texas Business Operations Code (TBOC) 22.158

“RECORD DATE FOR PURPOSE OTHER THAN WRITTEN CONSENT TO ACTION. (a) Subject to this code, the governing documents of a domestic entity may provide the record date, or the manner of determining the record date, for:

(1) determining the owners or members of the entity entitled to:

(A) receive notice of a meeting of the owners or members;

(B) vote at a meeting of the owners or members or at any adjournment of a meeting;” Texas Business Operations Code (TBOC) 6.101

“Members are allowed to submit a Statement of Intent up until close of voting.”

The official notice must include the nominees or candidates for the election. As a result all valid Statements of Intent must be received before the notice of annual meeting of members is sent.

DMS Bylaws Section 4.6.3.3 “A notice of any membership meeting in which the Board of Directors are to be elected must also state the names of each nominee or candidate for election.”

“The board is elected at the Annual Meeting of the Board of Directors”

The board elected actually elected at the Annual Meeting of Members.

From David Griggs, DMS Council

“Yes, this language in your current bylaws is confusing. However, since state law (Texas Business Operations Code (TBOC) Section 22.153) calls for an Annual meeting of members for non-profit organizations, one could assume that any bylaw reference to an annual meeting is one for members. Boards generally do not have "annual" meetings, so I think that the reference to such an annual meeting of the board of directors in Section 2.3 was probably an initial mistake or oversight. Furthermore, the same provision in part (b) says that if the bylaws provide for more than one regular meeting of members, then an annual meeting is not required. But your bylaws do not call for "more than one" or even a set number of regular meetings. Thus, it seems to me that an annual meeting of members is required, which is what I understand April 15 is and has been in the past. The board may choose to meet also in conjunction with the annual meeting, and most boards do. But I am pretty sure that the meeting where you elect your board is the annual membership meeting. That must have been what the original drafters of your bylaws section 2.1 (3) meant when they said that the Board shall be elected at the annual meeting.”

Solution:

• Modify the board election schedule to meet statutory requirements for member meetings, annual meetings and elections.
• Cancel April member meeting for inability to meet statutory notice requirements. NOTE: The cancelled meeting will just be changed to a “meet the candidates night” instead.
• David Griggs, DMS council to provide proxy templates.
• Infrastructure to provide recommendations for people to sign proxies electronically.
• Solicit voting members to act as proxies for Annual Member Meeting.
• The board may wish to send out an email to members notifying them unofficially of the election and so they may request voting rights or submit a Statement of Intent.
• Change wording of official notice to include the names of candidates, other ballot items and to point out that members eligible to vote and board candidates are finalized for this election as of the Record Date.

NB2 (Submitter)

Problem:

Solution:

Relevance:

NB3 (Submitter)

Problem:

Solution:

Relevance:

Emergency Items

Items requiring immediate action by the BoD for safety.

Minutes

==Minutes==
TTTT Call to Order

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

CA1 Topic
 - AS WRITTEN:  
 - DISCUSSION:
  - Speaker1: 
  - Speaker2: 
 - Motion: 
   - Proposed by  
   - Seconded by 
 -Call for vote
   -  In favor
   -  Opposed
   -  Abstain
   -  Motion Pass/Fail

**NEW BUSINESS**

NB1 Topic
 - AS WRITTEN:  
 - DISCUSSION:
  - Speaker1: 
  - Speaker2: 
 - Motion: 
   - Proposed by  
   - Seconded by 
 -Call for vote
   -  In favor
   -  Opposed
   -  Abstain
   -  Motion Pass/Fail
====

Next meeting set for 

TTTT Meeting called to close

Action Items

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