Board of Directors Meeting 20190520

Time, location

20190520 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.

Confirm new honorarium auditors and calendar administrators (Bill Gee)

Problem: We have a lot of classes. It is not rare to have over 50 classes in the review queue.

Solution: Appoint the following individuals as additional honorarium auditors and calendar administrators:

• Bernard Gray (@Bernard_Gray)
• Lara Rosenblith (@Edenblue)
• Brian Davis (@Tapper)

Relevance: Not required; does not require funds of $200 or more. But having more volunteers help us fulfill our educational mission.

Update Standing Rules Loaning of Tools (Erik Smith on behalf of Judy Kriehn)

Problem: The section on Loaning of Tools refers to the long-depricated [Operations and Facilities Committee], potentially confusing members who wish to loan tools to the Makerspace.

It is my understanding that the loaning of tools has effectively been a committee-by-committee decision for some time, thus should codify this in the standing rules.

Solution: Update section Loaning of Tools & Equipment To The Makerspace to read as follows

Members can generously provide tools or equipment for use in the space, either by donating them outright or by loaning them.

When equipment is loaned, the following conditions apply:

1. All loaned equipment must be marked or labeled with the owner’s name
2. Permission of the accepting committee - which will be responsible for the tool - must be obtained before the loan will be accepted
3. The owner must contact the accepting committee so that they can record the following information:
   1. Name of owner
   2. Equipment being loaned
   3. Serial number if available
   4. Terms or conditions of the loan
4. Equipment is loaned subject to the understanding that it is preferable for DMS to own their equipment, rather than borrow it. DMS may seek to buy equipment in order to replace loaned items, which are then returned.
5. Loaned items may be returned at any time, by request of the owner or as determined by the accepting committee.
6. DMS is NOT responsible for maintenance of loaned equipment, but may maintain it as determined by the accepting committee.
7. DMS is NOT responsible for the damage, theft, or loss of equipment. However, efforts will be made to provide reasonably secure storage.

New Business

Appoint Secretary

Solution: Appoint Erik Smith to the Office of Secretary

Remove Ban on Andrew LeCody (Nick Sainz)

Problem: The previous BOD Banned Andrew LeCody for acting in the best interest of DMS and working towards transparent communication of financial issues of the space on March 18, 2019. Andrew was looking into the spending of the previous BOD and had been informed by multiple letters from Pure Tax that they had noticed issues in our spending and structure around finances at the space. The previous BOD felt that the sharing of a letter from Pure Tax among the membership was a violation of Attorney Client Privilege at the time of the banning, but were unable to get our Lawyer to confirm this at the meeting. In the end, they still banned Andrew.

Solution: Reinstate Andrew LeCody and reimburse him for any loss of money from paid membership dues over the time he was banned.

Relevance: To better our organization and its systems and processes.

Confirm committee chairs (Stan Simmons)

Problem: Committee Chairs must be appointed every 6 months per our rules

Solution: Appoint the following individuals:

• 3D Fab: Max Kirkland, elected 5.4.19
• Automotive: TBD, 5.29.19
• Ceramics: Brenda Villafuerte, re-elected 5.1.19
• Creative Arts: Shay Galland, elected 5.9.19
• Education: John Gorman, elected 5.18.19
• Electronics: Art Givens, re-elected 5.9.19
• GlassWorks: TBD, 5.20.19
• Hatchers Armory: TBD, 5.26.19
• Infrastructure: Fred Calvert, elected 5.8.19
• Jewelry/Small Metals: Anne Gullett, elected 5.14.19
• Logistics: Kris Anderson, elected 5.5.19
• Machine Shop: Nick Silva, re-elected 5.11.19
• Metal Shop: Jim Hartnett, re-elected 5.4.19
• Motorsports: Chuck Graf, re-elected 5.16.19
• Printmaking: Matthew Mulherin, re-elected 5.18.19
• Public Relations: TBD, 5.22.19
• Software: TBD, 5.26.19
• VECTOR: Shawn Christian, re-elected, 5.16.19
• VCC: Dwight Spencer, re-elected, 5.15.19
• Woodshop: Mark Salas, re-elected 5.18.19

The following candidates were added after the 48-hour agenda modification deadline:

• Blacksmithing: Brad Sims, re-elected 5.19.19
• Digital Media: Adnan Chahbandar, re-elected 5.19.19
• Laser: Andrew Kongs, re-elected 5.19.19
• Science: Josh Melnick, re-elected 5.19.19

Each committee should add their information to this list, using this information:

Committee name: Nominee name (the verb "elected" or "re-elected") date

Any lines struck thru will be put on the next meeting for approval

Relevance: Not required. Does not require funds of $200 or more.

Remove TALK 3 Strikes Rule (Nick Sainz)

Problem: The TALK 3 strikes rule has been weaponized to target specific members, it is not transparent to the membership in it's consideration or application and it has not been applied evenly. From the moment the 3 strikes rule was passed, there have been members openly targeting others with it's use. This can be seen with the first public attempt to Strike Nick Sainz by Stan Simmons the day after the rule had passed, but well before any minutes had been posted from the meeting. Stan Simmons and Nick Silva have both targeted Nick Sainz multiple times with behavior intended to escalate reactions in order to try and use the rule against him. Secondly, there is no open way to for the membership to see if a member has received a strike or for what actions lead to the strike. There is also not public way to request a strike be given or public discussion with the moderation team over a strike. Lastly, the rule is so broad that it's application should be rampant in our group. Here is the description given from the moderators, you deliberately discredited, demeaned, insulted or defamed another member, which constitutes an ad hominem or personal attack. But, it has not been universally applied, instead it has been overly selective in application.

Solution: Given the terribly broad rule, it's abuse in application, and it obvious weaponizing. We should remove the TALK 3 strikes rule.

Relevance: To better the structure and processes of DMS for a more inclusive and transparent organization.

Add to Rules and Policies: Whistleblower Policy (Stephenie Webb and Nicole Franczvai)

Problem: The IRS Form 990, Part VI “Governance, Management, and Disclosure”, Section B “Policies”, Question 13 reads “Did the organization have a written whistleblower policy?” The Form 990 Instructions read, “A whistleblower policy encourages staff and volunteers to come forward with credible information on illegal practices or violations of adopted policies of the organization, specifies that the organization will protect the individual from retaliation, and identifies those staff or board members or outside parties to whom such information can be reported.”

The IRS does not require a non-profit to have a Whistleblower Policy, but considers it best practices. A federal law, the Sarbanes-Oxley Act, includes a provision that applies to nonprofit corporations: the whistleblower protection provision. That provision prohibits all corporations, including nonprofits, from retaliating against employees who “blow the whistle” on a corporation’s financial management and accounting practices. The State of Texas does not apply additional protection to whistleblowers of non-profit corporations.

The National Council of Non-Profits advises that “even organizations that do not have paid staff should also put a whistleblower protection policy in place to encourage volunteers to bring their concerns forward without fear of retaliation. Organizations that encourage complaints by having an ‘open door’ policy and have a standard of ‘no retaliation’ for raising concerns are considered more transparent and accountable. These organizations will be in a better position to address all concerns, whether they are about fraudulent accounting practices, unsafe conditions, or alleged discrimination or harassment.”

Solution: Add a Whistleblower Policy to Rules and Policies. For ease of implementation, Nicole and I wanted a solution that lightly tailored a vetted boilerplate that was in use at other non-profits. The National Council of Non-Profits offers a sample policy on its website. A Google search shows that its language appears in other non-profits’ policies.

Initial Tailoring: Retained the employee language as a future safeguard, should DMS ever directly employ workers. Added the word “members” to include our stakeholders. Added: “This policy is not intended to discourage or prohibit anyone from reporting suspected illegal actions to law enforcement or bringing questions, concerns, suggestions or complaints to the membership.” Added: “Any action taken must include a conclusion and follow-up with the complainant, if not anonymous, for complete closure of the complaint.” Added: "Whenever possible, solutions should be reached at the lowest level of the organization."

Revisions: PureTax's attorney has reviewed the document. All of his edits were incorporated except a formatting recommendation as our Rules and Policies do use italics in the wiki.

Whistleblower Policy

Policy’s intent. This Whistleblower Policy is intended to encourage and enable anyone to raise serious concerns over actions taken or decisions made within Dallas Makerspace (“DMS”) prior to seeking resolution outside the organization. This should allow DMS to internally address and correct inappropriate conduct and actions before going outside DMS for a resolution. This policy is not intended to discourage or prohibit anyone from reporting suspected illegal actions to law enforcement or bringing questions, concerns, suggestions or complaints to the membership.

Who this policy applies to. DMS requires directors, officers, employees, members, and volunteers to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As members, employees and representatives of DMS, we must practice honesty and integrity in fulfilling our responsibilities and comply with our Rules and Policies and all applicable laws and regulations. So this policy applies to all DMS directors, officers, employees, members, and volunteers.

Reporting Responsibility Where a serious concern over actions taken or decisions made within DMS is voiced, all directors, officers, employees, and members have the responsibility to report concerns about violations of DMS’s Rules and Policies or suspected violations of law or regulations that govern DMS’s operations.

No Retaliation DMS does not condone or tolerate those who break the law, defraud others, or violate DMS’s internal rules. So it is contrary to the values of DMS for anyone to retaliate against those who in good faith report a suspected Rules and Policies violation, a suspected violation of law, suspected fraud, or suspected violation of any regulation governing the operations of DMS. Any employee or member who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment and/or termination of membership.

Reporting Procedure DMS has an open-door policy and suggests that any employee, member, or volunteer shares their questions, concerns, suggestions, or complaints with their supervisor or appropriate Committee Chair. Whenever possible, solutions should be reached at the lowest level of the organization. If you are not comfortable speaking with a supervisor or an appropriate Committee Chair or if you are not satisfied with their response, everyone is encouraged to speak with a Director or Officer. Supervisors, Committee Chairs, Officers, and Directors are required to report complaints or concerns about suspected Rules and Policies and legal violations in writing to DMS’s Compliance Officer, who has the responsibility to investigate all reported complaints. Anyone with concerns or complaints may also submit their concerns in writing directly to their supervisor, appropriate Committee Chair, Board of Directors, or the Compliance Officer.

President as Compliance Officer and Line of Succession The President will act as Compliance Officer and is responsible for ensuring that all complaints about unethical or illegal conduct are investigated and resolved. The President will advise the Board of Directors of all complaints and their resolution and will report, at least annually, to the Treasurer on compliance activity relating to accounting or alleged financial improprieties.

In the event that a complaint concerns the President or the President is unable to serve as Compliance Officer, the complaint will be investigated by the Secretary and closely supervised by the Board of Directors. In the event that the complaint also concerns the Secretary or the Secretary is unable to serve as Compliance Officer, the complaint will be investigated by the Treasurer and closely supervised by the Board of Directors. In the event that the complaint also concerns the Treasurer or the Treasurer is unable to serve as Compliance Officer, the complaint will be investigated by a regular member in good standing appointed by the Board of Directors and closely supervised by the Board of Directors.

Accounting and Auditing Matters The President shall immediately notify the Finance Group of any concerns or complaints regarding corporate accounting practices, internal controls, or auditing. The President will work with the Finance Group until the matter is resolved.

Acting in Good Faith Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that were not made in good faith, that are proven not to be substantiated, or that are proven to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.

Confidentiality Violations or suspected violations may be submitted on a confidential basis by the complainant. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

Handling of Reported Violations The President will notify the complainant that the report of the suspected violation has been received. All reports will be promptly investigated and appropriate corrective action will be taken, if warranted by the investigation. Any action taken must include a conclusion and follow-up with the complainant, if not anonymous, for complete closure of the complaint.

Appoint Procurement Officers (Erik Smith)

Problem: Procurement Officer terms expire annually, thus we must re-appoint procurement officers.

The current list of officers, also including officers appointed but not noted.

• Adnan Chahbandar CC
• Andrew Zalaket
• Art Givens CC
• Brenda Villafuerte CC
• Chris Cooper
• Chuck Graf
• David Kessinger
• Freddy Calvert CC
• Jayson Woods
• John Gorman
• Kobin Caddick CC
• Kris Anderson CC
• Luke Strickland
• Mark Salas CC
• Matthew Mulherin CC
• Nick Silva CC
• Nicole Franczvai
• Robert Davidson
• Shay Galland CC
• Stan Simmons CC
• Steve Blanchard CC

Solution: Re-appoint existing and appoint new procurement officers as deemed necessary for DMS. "CC" denotes current Credit Card holders. Strikethru indicates procurement agents that have given up their position.

Restore Integrity of Committee Voting (Brian Davis)

Problem: Proxies are being seriously abused in Committee voting.

Solution: Modify the Standing rules by adding an item 8 to "Committee Responsibilities and Rules" to read: 8. Voting - Committee members who have attended at least one meeting within the 3 month period prior to the date of the vote are eligible to vote in Committee elections. No proxy voting is allowed.

Relevance: Restores fairness and common sense to the process of electing Committee Chairs. Allow the people actually participating and volunteering in a Committee to select the Chair.

Adopt a Charter for the Office of the Secretary (Erik Smith)

Problem: The Office of the Secretary - a position required in our bylaws - is not clearly defined.

The issue was discussed in this Talk Thread. The Charter being proposed is only slightly different:

• A cap now exists on unilateral spending for Governance expenses
• Office term has been set to expire at the Annual Meeting plus 60 days
• There is a mandate to publicly post members of the Governance Group

Solution: Adopt the following Charter for the Secretary's Office, to be prominently displayed on the Wiki in a page titled Secretary, similar to the Treasurer page:

Dallas Makerspace Secretary’s Office

Secretary appointment as officer

Dallas Makerspace’s Board of Directors appoints the Secretary and is the only body that can remove the Secretary for cause, which is done by a majority vote of all Board members after considering material facts and circumstances.

The Secretary is an executive, corporate officer and will be indemnified and protected by Dallas Makerspace just as a Board member would be.

The Secretary’s term begins upon appointment and will last until the sooner of Board removal or sixty (60) days after the next annual membership meeting.

The Secretary and the Governance Group, which the Secretary heads, will not have the authority to sign checks, pay or receive money through automated clearing houses, wire money, or have any authority over Dallas Makerspace funds, unless directed by the Board or expended for the Governance Group’s operations.

Secretary’s duties and authorities

The Secretary heads up the Governance Group. As the Governance Group’s head, the Secretary selects and appoints the group’s members and can remove members without cause. The Secretary creates and enforces rules and procedures that govern this group. The Secretary may delegate proscribed functions of the office to members of the Governance Group as necessary.

A primary duty for the Secretary is the creation and maintenance of Organization meeting agendas (Board and Member Meetings) and all Minutes. Agenda items for Board and Member meetings are to be submitted to the Secretary who shall assess them and post them to the appropriate agenda as well as advance tabled agenda items from past meetings to future meetings. The Secretary shall record organizational meeting minutes, serve as parliamentarian if required during organizational meetings, and post meeting minutes in a timely fashion. Committees shall submit meeting minutes in a timely fashion to the Secretary for review and posting. Secondary duties for the Secretary include Board-delegated duties relating to governance, serving as the custodian for records, and responding to governance and compliance-related questions from within and without the organization.

As an executive, corporate officer, the Secretary is empowered to act as Dallas Makerspace’s agent. Thus, the Secretary can act on Dallas Makerspace’s behalf by signing governance/regulatory compliance-related documents and records. The Secretary is authorized to pay up to $500 of Dallas Makerspace’s money for such purposes if necessary per year without Board approval which the Board of Directors shall authorize after the fact once deemed appropriate.

The Secretary may audit committee meeting processes to ensure proper governance and operating procedures are followed as established in Dallas Makerspac e’s bylaws and standing rules as defined by the Board of Directors. The Secretary will be granted access to Dallas Makerspace’s books, records, and premises in order to perform audits as well as respond to records requests as defined in the Dallas Makerspace’s bylaws.

Governance Group Responsibilities

The Governance Group’s primary responsibility is the development, maintenance, and execution of internal policies and procedures for governance and record-keeping under the guidance of the Secretary. The Governance Group should seek the guidance of best practices in corporate and nonprofit governance when developing these policies. These policies will also govern the membership and committees.

The Governance Group shall meet on an as-needed basis and provide summary reports on their meetings to the Board.

The Secretary shall record and publically post the names of all members of the Governance Group, noting changes in a timely fashion.

Appoint Task Force to Develop Proposal to Use Online Proxy Method for Purpose of Amending Bylaws (Bert Rabbe)

Problem: At the May 10, 2019 election an overwhelming number of Yes votes were recorded in support of making online voting permissible for DMS members. Total number of voters did not meet the 2/3 eligible voter threshold which results in a continuing prohibition of online voting.

Solution: The May 10, 2019 election demonstrated that a methodology for creating valid online proxies is possible. The requested task force can design a fully compliant method that will enable a Bylaws amendment by establishing the exact procedure to promote and conduct an online proxy drive to yield proxies giving the DMS secretary or other designated member the authority to cast the member's directed YES or NO vote for amendment(s) that will incorporate online voting into the DMS Bylaws. The proxies can then be executed in a called member meeting that includes the amendment vote.

Relevance: Enables online voting capability for the diverse DMS membership so that member votes can be conducted with more accommodation of members personal schedules and opportunities to be physically present at the site.

Authorize Infrastructure Committe to spend up to $7500 on parts for RFID interlocks. (Freddy Calvert)

Problem: Infrastructure needs to buy parts to get the RFID systems created.

Solution: Board approval of expenditure for parts to assemble each interlock.

Relevance: Infrastructure funding authorization.

Emergency Items

Items requiring immediate action by the BoD for safety.

Minutes

Note that minutes are preliminary

18:58 Call to Order


====
ATTENDANCE
- M. Blatz
- Scott Blevins
- Julie Harris
- James Henningson
- Ken Purcell


====
CONSENT AGENDA

----
6.1	Confirm new honorarium auditors and calendar administrators (Bill Gee)
- AS SUBMITTED:
"
Appoint the following individuals as additional honorarium auditors and calendar administrators:

Bernard Gray
Lara Rosenblith
Brian Davis
"


----
6.2	Update Standing Rules Loaning of Tools (Erik Smith on behalf of Judy Kriehn)
- AS SUBMITTED:
"
Update section Loaning of Tools & Equipment To The Makerspace to read as follows
'
Members can generously provide tools or equipment for use in the space, either by donating them outright or by loaning them.

When equipment is loaned, the following conditions apply:

1. All loaned equipment must be marked or labeled with the owner’s name
2. Permission of the accepting committee - which will be responsible for the tool - must be obtained before the loan will be accepted
3. The owner must contact the accepting committee so that they can record the following information:
   1. Name of owner
   2. Equipment being loaned
   3. Serial number if available
   4. Terms or conditions of the loan
4. Equipment is loaned subject to the understanding that it is preferable for DMS to own their equipment, rather than borrow it. DMS may seek to buy equipment in order to replace loaned items, which are then returned.
5. Loaned items may be returned at any time, by request of the owner or as determined by the accepting committee.
6. DMS is NOT responsible for maintenance of loaned equipment, but may maintain it as determined by the accepting committee.
7. DMS is NOT responsible for the damage, theft, or loss of equipment. However, efforts will be made to provide reasonably secure storage.
'
"

- MOTION: PASS ALL CONSENT AGENDA ITEMS AS SUBMITTED
  - Proposed by: Julie
  - Seconded by: Marshall
- VOTE
  - In Favor: Unanimous
  - Opposed: 
- MOTION PASSED


====
NEW BUSINESS

----
7.1 Appoint Secretary
- AS SUBMITTED:
"
Appoint Erik Smith to the Office of Secretary
"
- MOTION: PASS AS WRITTEN
  - Proposed by: Julie
  - Seconded by: Ken
- VOTE
  - In Favor: Unanimous
  - Opposed: 
- MOTION PASSED


----
7.2	Remove Ban on Andrew LeCody (Nick Sainz)
- AS SUBMITTED
"
Reinstate Andrew LeCody and reimburse him for any loss of money from paid membership dues over the time he was banned.
"
- AS WRITTEN
"
Rescind the expulsion of Andrew LeCody (understood to be "3 complaint member z") resolved at the 2019-03-18 Board Meeting)
'
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
'
"
- NO COMMENTS TAKEN
- THERE ARE LEGAL ACTIONS PENDING, LEGAL REVIEW IS BEING UNDERTAKEN
- MOTION: "Restore Andrew LeCody's physical and electronic access to the Dallas Makerspace."
  - Proposed by: Scott 
  - Seconded by: Marshall
- VOTE
  - In Favor: Unanimous
  - Opposed: 
- MOTION PASS


FLOOR MOTION: "Neither Andrew LeCody nor the previous Board of Directors will be considered for a leadership position until litigation and/or legal review is complete."
  - Proposed by: Marshall
  - Seconded by: Scott
- VOTE
  - In Favor: Unanimous
  - Opposed: 
- MOTION PASS


----
7.3	Confirm committee chairs (Stan Simmons)
- AS SUBMITTED:
"
Appoint the following individuals:

Each committee should add their information to this list, using this information: Committee name: Nominee name (the verb "elected" or "re-elected") date

3D Fab: Max Kirkland, elected 5.4.19
Automotive: TBD, 5.29.19
Blacksmithing: TBD, ?.?.19
Ceramics: Brenda Villafuerte, re-elected ?.?.19
Creative Arts: Shay Galland, elected 5.9.19
Digital Media: TBD, 5.19.19
Education: TBD, 5.18.19
Electronics: Art Givens, re-elected 5.9.19
GlassWorks: TBD, 5.20.19
Hatchers Armory: TBD, 5.26.19
Infrastructure: Fred Calvert, elected 5.8.19
Jewelry/Small Metals: Anne Gullett, elected 5.14.19
Laser: TBD, 5.19.19
Logistics: Kris Anderson, elected 5.5.19
Machine Shop: Nick Silva, re-elected 5.11.19
Metal Shop: Jim Hartnett, re-elected 5.4.19
Motorsports: TBD, 5.16.19
Printmaking: TBD, 5.18.19
Public Relations: TBD, 5.17.19
Science: TBD, 5.19.19
Software: TBD, 5.26.19
VECTOR: TBD, 5.16.19
VCC: Dwight Spencer, re-elected, 5.15.19
Woodshop: TBD, 5.18.19
"
- AS WRITTEN (2019-05-16; may need to be appended during the meeting):
"
Appoint to the following committes the named members Chair:
3D Fab: Max Kirkland
Blacksmithing: Brad Sims
Ceramics: Brenda Villafuerte
Creative Arts: Shay Galland
Education: John Gorman
Electronics: Art Givens
Digital Media: Adnan Chahbandar
Infrastructure: Fred Calvert
Jewelry/Small Metals: Anne Gullett
Laser: Andrew Kongs
Machine Shop: Nick Silva
Metal Shop: Jim Hartnett
Motorsports: Chuck Graf
Printmaking: Matthew Mulherin 
Science: Josh Melnick
VCC: Dwight Spencer
VECTOR: Shawn Christian
Wood Shop: Mark Salas
"
- MOTION: AS WRITTEN
  - Proposed by: Julie
  - Seconded by: James
- VOTE
  - In Favor: Unanimous
  - Opposed: 
- MOTION PASS


- FLOOR MOTION: APPOINT PEARCE DUNLAP PROVISIONAL LOGISTICS CHAIR 
  - Proposed by: Julie
  - Seconded by: James
- VOTE
  - In Favor: Unanimous
  - Opposed: 
- MOTION PASS

----
7.4	Remove TALK 3 Strikes Rule (Nick Sainz)
- AS SUBMITTED:
"
Given the terribly broad rule, it's abuse in application, and it obvious weaponizing. We should remove the TALK 3 strikes rule.
"
- AS WRITTEN:
"
Rescind the '3 strikes solution for ad hominem attacks' policy resolved at the 2019-03-18 Board Meeting:
'
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.
'
"
- MOTION:
"
Rescind the '3 strikes solution for ad hominem attacks' policy resolved at the 2019-03-18 Board Meeting:
'
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.
'
Request that moderators re-visit the rule with an eye towards expiration date and better define ad hominem attacks.  New system to be retroactively applied to those with existing strikes.
"
  - Proposed by: Marshall
  - Seconded by: James
- VOTE
  - In Favor: Unanimous
  - Opposed: 
- MOTION PASS


----
7.7	Restore Integrity of Committee Voting (Brian Davis)
- AS SUBMITTED:
"
Modify the Standing rules by adding an item 8 to "Committee Responsibilities and Rules" to read: 8. Voting - Committee members who have attended at least one meeting within the 3 month period prior to the date of the vote are eligible to vote in Committee elections. No proxy voting is allowed.
"
- SCOTT: Would like for a group to come together to spearhead a solution to this problem
- MOTION: TABLE
  - Proposed by: Marshall
  - Seconded by: James
- VOTE
  - In Favor: Unanimous
  - Opposed: 
- MOTION TABLED


----
7.5 Add to Rules and Policies: Whistleblower Policy (Stephenie Webb and Nicole Franczvai)
- AS SUBMITTED:
"
Add a Whistleblower Policy to Rules and Policies. For ease of implementation, Nicole and I wanted a solution that lightly tailored a vetted boilerplate that was in use at other non-profits. The National Council of Non-Profits offers a sample policy on its website. A Google search shows that its language appears in other non-profits’ policies.

Initial Tailoring: Retained the employee language as a future safeguard, should DMS ever directly employ workers. Added the word “members” to include our stakeholders. Added: “This policy is not intended to discourage or prohibit anyone from reporting suspected illegal actions to law enforcement or bringing questions, concerns, suggestions or complaints to the membership.” Added: “Any action taken must include a conclusion and follow-up with the complainant, if not anonymous, for complete closure of the complaint.” Added: "Whenever possible, solutions should be reached at the lowest level of the organization."

Revisions: PureTax's attorney has reviewed the document. All of his edits were incorporated except a formatting recommendation as our Rules and Policies do use italics in the wiki.

'
Whistleblower Policy

Policy’s intent. This Whistleblower Policy is intended to encourage and enable anyone to raise serious concerns over actions taken or decisions made within Dallas Makerspace (“DMS”) prior to seeking resolution outside the organization. This should allow DMS to internally address and correct inappropriate conduct and actions before going outside DMS for a resolution. This policy is not intended to discourage or prohibit anyone from reporting suspected illegal actions to law enforcement or bringing questions, concerns, suggestions or complaints to the membership.

Who this policy applies to. DMS requires directors, officers, employees, members, and volunteers to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As members, employees and representatives of DMS, we must practice honesty and integrity in fulfilling our responsibilities and comply with our Rules and Policies and all applicable laws and regulations. So this policy applies to all DMS directors, officers, employees, members, and volunteers.

Reporting Responsibility Where a serious concern over actions taken or decisions made within DMS is voiced, all directors, officers, employees, and members have the responsibility to report concerns about violations of DMS’s Rules and Policies or suspected violations of law or regulations that govern DMS’s operations.

No Retaliation DMS does not condone or tolerate those who break the law, defraud others, or violate DMS’s internal rules. So it is contrary to the values of DMS for anyone to retaliate against those who in good faith report a suspected Rules and Policies violation, a suspected violation of law, suspected fraud, or suspected violation of any regulation governing the operations of DMS. Any employee or member who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment and/or termination of membership.

Reporting Procedure DMS has an open-door policy and suggests that any employee, member, or volunteer shares their questions, concerns, suggestions, or complaints with their supervisor or appropriate Committee Chair. Whenever possible, solutions should be reached at the lowest level of the organization. If you are not comfortable speaking with a supervisor or an appropriate Committee Chair or if you are not satisfied with their response, everyone is encouraged to speak with a Director or Officer. Supervisors, Committee Chairs, Officers, and Directors are required to report complaints or concerns about suspected Rules and Policies and legal violations in writing to DMS’s Compliance Officer, who has the responsibility to investigate all reported complaints. Anyone with concerns or complaints may also submit their concerns in writing directly to their supervisor, appropriate Committee Chair, Board of Directors, or the Compliance Officer.

President as Compliance Officer The President will act as Compliance Officer and is responsible for ensuring that all complaints about unethical or illegal conduct are investigated and resolved. The President will advise the Board of Directors of all complaints and their resolution and will report, at least annually, to the Treasurer on compliance activity relating to accounting or alleged financial improprieties.

Accounting and Auditing Matters The President shall immediately notify the Finance Group of any concerns or complaints regarding corporate accounting practices, internal controls, or auditing. The President will work with the Finance Group until the matter is resolved.

Acting in Good Faith Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that were not made in good faith, that are proven not to be substantiated, or that are proven to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.

Confidentiality Violations or suspected violations may be submitted on a confidential basis by the complainant. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

Handling of Reported Violations The President will notify the complainant that the report of the suspected violation has been received. All reports will be promptly investigated and appropriate corrective action will be taken, if warranted by the investigation. Any action taken must include a conclusion and follow-up with the complainant, if not anonymous, for complete closure of the complaint.
'
"
- MOTION: PASS THE FOLLOWING (with the removal of members from reporting responsibility):
"
Add a Whistleblower Policy to Rules and Policies. For ease of implementation, Nicole and I wanted a solution that lightly tailored a vetted boilerplate that was in use at other non-profits. The National Council of Non-Profits offers a sample policy on its website. A Google search shows that its language appears in other non-profits’ policies.

Initial Tailoring: Retained the employee language as a future safeguard, should DMS ever directly employ workers. Added the word “members” to include our stakeholders. Added: “This policy is not intended to discourage or prohibit anyone from reporting suspected illegal actions to law enforcement or bringing questions, concerns, suggestions or complaints to the membership.” Added: “Any action taken must include a conclusion and follow-up with the complainant, if not anonymous, for complete closure of the complaint.” Added: "Whenever possible, solutions should be reached at the lowest level of the organization."

Revisions: PureTax's attorney has reviewed the document. All of his edits were incorporated except a formatting recommendation as our Rules and Policies do use italics in the wiki.
'
Whistleblower Policy

Policy’s intent
This Whistleblower Policy is intended to encourage and enable anyone to raise serious concerns over actions taken or decisions made within Dallas Makerspace (“DMS”) prior to seeking resolution outside the organization. This should allow DMS to internally address and correct inappropriate conduct and actions before going outside DMS for a resolution. This policy is not intended to discourage or prohibit anyone from reporting suspected illegal actions to law enforcement or bringing questions, concerns, suggestions or complaints to the membership.

Who this policy applies to
DMS requires directors, officers, employees, members, and volunteers to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As members, employees and representatives of DMS, we must practice honesty and integrity in fulfilling our responsibilities and comply with our Rules and Policies and all applicable laws and regulations. So this policy applies to all DMS directors, officers, employees, members, and volunteers.

Reporting Responsibility 
Where a serious concern over actions taken or decisions made within DMS is voiced, all directors, officers, and employees have the responsibility to report concerns about violations of DMS’s Rules and Policies or suspected violations of law or regulations that govern DMS’s operations.

No Retaliation 
DMS does not condone or tolerate those who break the law, defraud others, or violate DMS’s internal rules. So it is contrary to the values of DMS for anyone to retaliate against those who in good faith report a suspected Rules and Policies violation, a suspected violation of law, suspected fraud, or suspected violation of any regulation governing the operations of DMS. Any employee or member who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment and/or termination of membership.

Reporting Procedure 
DMS has an open-door policy and suggests that any employee, member, or volunteer shares their questions, concerns, suggestions, or complaints with their supervisor or appropriate Committee Chair. Whenever possible, solutions should be reached at the lowest level of the organization. If you are not comfortable speaking with a supervisor or an appropriate Committee Chair or if you are not satisfied with their response, everyone is encouraged to speak with a Director or Officer. Supervisors, Committee Chairs, Officers, and Directors are required to report complaints or concerns about suspected Rules and Policies and legal violations in writing to DMS’s Compliance Officer, who has the responsibility to investigate all reported complaints. Anyone with concerns or complaints may also submit their concerns in writing directly to their supervisor, appropriate Committee Chair, Board of Directors, or the Compliance Officer.

President as Compliance Officer 
The President will act as Compliance Officer and is responsible for ensuring that all complaints about unethical or illegal conduct are investigated and resolved. The President will advise the Board of Directors of all complaints and their resolution and will report, at least annually, to the Treasurer on compliance activity relating to accounting or alleged financial improprieties.

Accounting and Auditing Matters 
The President shall immediately notify the Finance Group of any concerns or complaints regarding corporate accounting practices, internal controls, or auditing. The President will work with the Finance Group until the matter is resolved.

Acting in Good Faith 
Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that were not made in good faith, that are proven not to be substantiated, or that are proven to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.

Confidentiality 
Violations or suspected violations may be submitted on a confidential basis by the complainant. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

Handling of Reported Violations 
The President will notify the complainant that the report of the suspected violation has been received. All reports will be promptly investigated and appropriate corrective action will be taken, if warranted by the investigation. Any action taken must include a conclusion and follow-up with the complainant, if not anonymous, for complete closure of the complaint.
'
"
  - Proposed by: James
  - Seconded by: Ken
- VOTE
  - In Favor: Unanimous
  - Opposed: 
- MOTION PASS

----
- MOTION: Rename Procurement Officers to be Procurement Agents
  - Proposed by: Julie
  - Seconded by: James
- VOTE
  - In Favor: Unanimous
  - Opposed: 
- MOTION PASS

----
7.6	Appoint Procurement Officers (Erik Smith)
- AS SUBMITTED:
"
Re-appoint existing and appoint new procurement officers as deemed necessary for DMS.
"
- AS WRITTEN:
"
Appoint the following members as Procurement Agents:
Art Givens
Stan Simmons
Matthew Mulherin
Nick Silva
Brenda Villafuerta
Mark Salas
Shay Galland
Freddy Calvert
"
- MOTION: 
"Appoint the following procurement agents: 
Adnan Chahbandar
Art Givens
Brenda Villafuerte
Freddy Calvert
Kobin Caddick
Kris Anderson
Mark Salas
Matthew Mulherin
Nick Silva
Shay Galland
Stan Simmons
Steve Blanchard

Finance to evaluate processes and report back next board meeting"
  - Proposed by: James
  - Seconded by: Marshall
- VOTE
  - In Favor: Unanimous
  - Opposed: 
- MOTION PASS


----
7.8	Adopt a Charter for the Office of the Secretary (Erik Smith)
- AS SUBMITTED:
"Adopt the following Charter for the Secretary's Office, to be prominently displayed on the Wiki in a page titled Secretary, similar to the Treasurer page:

'
Dallas Makerspace Secretary’s Office

Secretary appointment as officer

Dallas Makerspace’s Board of Directors appoints the Secretary and is the only body that can remove the Secretary for cause, which is done by a majority vote of all Board members after considering material facts and circumstances.

The Secretary is an executive, corporate officer and will be indemnified and protected by Dallas Makerspace just as a Board member would be.

The Secretary’s term begins upon appointment and will last until the sooner of Board removal or sixty (60) days after the next annual membership meeting.

The Secretary and the Governance Group, which the Secretary heads, will not have the authority to sign checks, pay or receive money through automated clearing houses, wire money, or have any authority over Dallas Makerspace funds, unless directed by the Board or expended for the Governance Group’s operations.

Secretary’s duties and authorities

The Secretary heads up the Governance Group. As the Governance Group’s head, the Secretary selects and appoints the group’s members and can remove members without cause. The Secretary creates and enforces rules and procedures that govern this group. The Secretary may delegate proscribed functions of the office to members of the Governance Group as necessary.

A primary duty for the Secretary is the creation and maintenance of Organization meeting agendas (Board and Member Meetings) and all Minutes. Agenda items for Board and Member meetings are to be submitted to the Secretary who shall assess them and post them to the appropriate agenda as well as advance tabled agenda items from past meetings to future meetings. The Secretary shall record organizational meeting minutes, serve as parliamentarian if required during organizational meetings, and post meeting minutes in a timely fashion. Committees shall submit meeting minutes in a timely fashion to the Secretary for review and posting. Secondary duties for the Secretary include Board-delegated duties relating to governance, serving as the custodian for records, and responding to governance and compliance-related questions from within and without the organization.

As an executive, corporate officer, the Secretary is empowered to act as Dallas Makerspace’s agent. Thus, the Secretary can act on Dallas Makerspace’s behalf by signing governance/regulatory compliance-related documents and records. The Secretary is authorized to pay up to $500 of Dallas Makerspace’s money for such purposes if necessary per year without Board approval which the Board of Directors shall authorize after the fact once deemed appropriate.

The Secretary may audit committee meeting processes to ensure proper governance and operating procedures are followed as established in Dallas Makerspace’s bylaws and standing rules as defined by the Board of Directors. The Secretary will be granted access to Dallas Makerspace’s books, records, and premises in order to perform audits as well as respond to records requests as defined in the Dallas Makerspace’s bylaws.

Governance Group Responsibilities

The Governance Group’s primary responsibility is the development, maintenance, and execution of internal policies and procedures for governance and record-keeping under the guidance of the Secretary. The Governance Group should seek the guidance of best practices in corporate and nonprofit governance when developing these policies. These policies will also govern the membership and committees.

The Governance Group shall meet on an as-needed basis and provide summary reports on their meetings to the Board.

The Secretary shall record and publicly post the names of all members of the Governance Group, noting changes in a timely fashion.
'
"
- MOTION: PASS AS WRITTEN
  - Proposed by: James
  - Seconded by: Marshall
- VOTE
  - In Favor: 
  - Opposed: 
- MOTION PASS

----
7.9	Appoint Task Force to Develop Proposal to Use Online Proxy Method for Purpose of Amending Bylaws (Bert Rabbe)
- AS SUBMITTED:
"
The May 10, 2019 election demonstrated that a methodology for creating valid online proxies is possible. The requested task force can design a fully compliant method that will enable a Bylaws amendment by establishing the exact procedure to promote and conduct an online proxy drive to yield proxies giving the DMS secretary or other designated member the authority to cast the member's directed YES or NO vote for amendment(s) that will incorporate online voting into the DMS Bylaws. The proxies can then be executed in a called member meeting that includes the amendment vote.
"
- MOTION: Appoint a Task Force to develop a proposal to Use Online Proxy Method as an official election method led by the Secretary
  - Proposed by: Marshall
  - Seconded by: Julie
- VOTE
  - In Favor: Unanimous
  - Opposed: 
- MOTION PASS

----
7.10	Authorize Infrastructure Committee to spend up to $7500 on parts for RFID interlocks. (Freddy Calvert)

- AS PROPOSED:
"
Board approval of expenditure for parts to assemble each interlock.
"
- AS WRITTEN:
"
Authorize a $7500 allocation to Infrastructure for the purpose of purchasing components for RFID interlocks
"
- MOTION: Withdrawn by sponsor


====

Next meeting set for 2019-06-22 17:00

21:23 MEETING ADJOURNED

Action Items

Status	Item Description	Responsible Party
[ ]	Update Honorarium and Calendar Administrators	Infrastructure
[ X ]	Update Standing Rules "Loaning of Tools & Equipment To The Makerspace"	Secretary
[ X ]	Update list of Officers	Secretary
[ ]	Update list of Committee Chairs	Secretary
[ X ]	Create Whistleblower Policy page	Secretary
[ X ]	Rename "Procurement Officers" to "Procurement Agents	Secretary
[ X ]	Update list of Procurement Agents	Secretary
[ X ]	Create Secretary page with charter	Secretary
[ ]	Initiate Online Proxy task force	Secretary