Board of Directors Meeting 20140328

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This meeting will be held in Modified SRC3 format.

Time, location

19:00, Dallas Makerspace

Prior minutes

Board_of_Directors_Meeting_20140306#Minutes

Officer/Committee reports

Committee chairs are requested to provide their reports in writing. Reports can be short bullet-points.

  • 3d Fabrication Committee - Andrew Falgout
  • Amateur Radio Committee - Benjamin Groves
    • Held committee meeting on 3/19, it was productive
    • Amateur Radio Technician Class begins Tuesday 3/25
  • Aerospace Committee - Romeo Espana
  • Automotive Committee - Michael Lass and Aaron Leiter
  • Bio Committee - Andrew Floyd
  • Civic Hacking - Stephen Wylie
    • Working with Amateur Radio committee on an Inclement Weather & Emergency Hackathon, with hopefully concerted timing with Bad Weather Season (but after taxes are due).
      • Hackathon runs from April 19 @ 2 PM to May 4 @ 2 PM.
      • Anyone within or outside DMS is welcome to participate.
      • Tarrant Makers is interested in participating/helping out.
      • The idea is to avoid strictly mobile apps on WiFi/Mobile Data, since we know how well communication works during emergencies or when overloaded like at SXSW.
      • We'd like $600 to allocate toward three prizes of $200 each.
      • We are seeking additional sponsorship plus experts in the areas of weather, radio communications, M2M, software & UI development who'd be willing to help out.
      • We've started a ChallengePost page to garner publicity; will disseminate the link once it's publicly viewable.
    • Stephen is (at the BoD meeting time) currently at the Big D Big Data hackathon, trying to figure out what it's all about.
      • Stephen will still hold a class on Socrata Open Data in the near future, date & time TBD. To get your fix in the meantime, come out to the Big D Big Data hackathon, where sponsors from Socrata will be present and can answer your questions.
    • For the National Day of Civic Hacking (5/30-6/1), we are planning to unite with Tarrant Makers at Botanical Research Institute of Texas (BRIT) in Fort Worth to tackle issues around water conservation, which is already an issue and will become moreso later this summer.
  • Classroom Committee - John Fields
  • Creative Arts Committee - Julio Nieto and Haley Moore
  • Electronics Robotics Committee - Daniel Jackson
  • Financial Committee - Paul Brown
  • Foundry Committee - John Kuhlenschmidt
    • Had a viewing of the DVD called "How to Throw on the Potter's Wheel"
    • Build a table for use in Enamel/Silver Clay Torch-Firing for use out in the Foundry area.
  • Laser Committee - William Petefish
  • Operations and Facilities Committee - Andrew LeCody
  • Photography Lab (Darkroom Committee) - Nicole LeCody
  • Public Relations Committee - Cone Johnson
  • Workshop Committee - Greg Needel

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 consent agenda. However, discussion of agenda items should be done via the forums. The cut-off time for addition to or revision of the the agenda's items is 48 hours prior to the meeting.

Reimburse Paul Brown for Welding Supplies (Paul Brown)

Problem: Paul paid out-of-pocket for gloves, lots of welding wire, welding helmets, and various other welding supplies for the welding class on 2/23/2014. Receipt

Solution: Write a reimbursement check to Paul Brown for $291.89.

Relevance to our tax exempt purposes: The welding supplies were used for educational purposes during the welding class on Feb 23 and will be used for future welding classes.

Sam's Club Card for DMS (Brooks Scharff/Andrew LeCody)

Problem: We are currently using Allen Wan's Sam's Club card. He no longer wishes to handle supply runs and Brooks has offered to take over if DMS purchases the card for use with mass-supply runs (strictly for DMS use, no personal use permitted).

Solution: Authorize spending of $45 annually for a Sam's Club Business account from the general fund. Authorize use of our Tax ID for purchases associated with this card. Operations would continue to cover the cost of supplies.

Relevance to our tax exempt purposes: We need toilet paper, paper towels, hand soap, and other supplies to operate.

Reimburse Paul Brown for Shirts for Screen Printing (Paul Brown)

Problem: Paul paid out-of-pocket for $517.38 worth of blank shirts from T-shirt Outlet FB for DMS's screen printing activities. Receipt 1 Receipt 2

Solution: Write a reimbursement check to Paul Brown for $517.38 and use the funds from the sales of the shirts.

Relevance to our tax exempt purposes: Pearce has been teaching people to screen print (educational) and the shirt sales are being used as a fundraiser to support our tax exempt purposes.

Authorize Vinyl Cutter Fund Spending (Paul Brown)

Problem: Pearce raised funds for items which were necessary for the operation of the vinyl cutter. However, the board has not authorized spending of those funds.

Solution:

  1. Authorize spending of the $231.67 in the current unofficial "Vinyl Cutter Fund" on vinyl cutter related expenses.
  2. Create a new fund for screen printer and vinyl cutter usage fees.
  3. Approve spending from the new fund for items necessary for continued vinyl cutting or screen printing.
  4. Authorize spending for a new donation box for the new fund.

Relevance to our tax exempt purposes: The materials purchased will be used for educational purposes. Pearce has offered training sessions on how to use the vinyl cutter and we can't continue to offer classes without purchasing supplies.

Approve Alarm Monitoring Service Fees (Paul Brown)

Problem: Our alarm monitoring service was renewed, but the spending was not approved by the board.

Solution: Retroactively approve $119.40 of spending per year for alarm monitoring service.

Relevance to our tax exempt purposes: Our insurance requires our alarm to be monitored in order for us to receive theft coverage. Insurance helps us to continue our tax exempt operations in the event of a catastrophe (like theft).

Approve Funding for Subplate for Mill (Bryan Gangwere)

Problem: In order to protect the table of the HAAS mill, we need to affix a subplate (a sacrificial sheet of aluminum). The plate needs to have threaded holes machined into it for attaching clamps and the vice.

Solution: Approve $400 ($290 for the subplate, $110 for 2 taps) to acquire subplate.

Relevance to our tax exempt purposes: A subplate is a necessary item to prevent damage to the Mill. This type of damage is normal when training on the machine.

Modify Corporate Membership (Paul Brown)

Problem: The following line from the corporate membership criteria may unintentionally exclude some potential corporate members: "Organization must be officially recognized as a nonprofit or for-profit corporation under Texas state law."

Solution: Remove that line from the corporate membership requirements.

Fund Lemons Car Storage (Benjamin Groves)

Problem: The Lemons car is a large object that is better stored offsite. As the car is a DMS asset and intended to be used in automotive training (similar to how a cadaver would be used in medical training). DMS is being requested to pay for storage of the car until we have enough room to store the car on site.

Solution: Transfer ownership of the storage lease to DMS proper and approve payment of monthly storage fee of up to $130.

Appoint Procurement Officers (Paul Brown)

Problem: There is the assumption that directors automatically get credit cards and are in charge of purchasing things. However, this should be the function of officers.

Solution:

  • Clearly define the role of procurement officers:
    • Procurement officers perform "due diligence" before making a purchase.
    • They act as a gatekeeper by ensuring purchases have been directed by the Board of Directors, or ensure committee approval if the funds were directed to be spent by a committee.
    • Procurement officers are approved to spent funds with prior authorization from the board.
    • They also ensure receipts are kept and given to whoever is doing the bookkeeping.
  • Appoint the following people as procurement officers: <work in progress>

File Server Project (Luke Olson)

Problems: Members and committees have no feasible options for storing data related to DMS projects like 3D models, digital images, and source code. This is especially cumbersome for workstations tied to specific equipment where members are unable to use their own computers (3D printers, laser cutter, plasma cutter, large format printer, vinyl cutter, EMCO mill, CNC router, etc.). The workstations don't have sufficient local storage for storing project related data and any data stored on a workstation isn't readily accessible to anyone else. Remotely hosted cloud storage services strain available bandwidth at DMS (e.g. Dropbox) and have very limited scalability. Portable media like USB flash drives decrease data security and increase the likelihood that hardware and/or data will be lost or damaged (left behind, kicked while plugged in, "borrowed" indefinitely).

Solution: Allocate funds and build a file server to store data related to DMS projects. The hardware listed below costs approximately $2,200 and would provide DMS with roughly 14TB of usable disk space after accounting for two block parity (RAID Z2, similar to RAID 6). That comes to approximately 40GB per member with an additional 2TB of storage for committees but the space could be divided any number of ways to fit the needs of DMS.

Notes: Building and configuring the file server could be done as a group project in the form of classes held at DMS. The chassis holds 6 drives, 7 drives are suggested so a spare is readily available should one fail. While there are commercial NAS options available in a similar price range they wouldn't offer the same features described below.

  • Potential for LDAP integration
  • Potential for software applications like ownCloud that enable remote access to data
  • ZFS file system (snapshots, compression, expandable storage pool, proven data integrity, etc.)
  • High performance (8 processor cores, 32GB RAM for caching, easily saturate multiple 1GbE interfaces)

Relevance to tax exempt purposes: Centralized data storage could facilitate the collection and sharing of scientific data that otherwise gets discarded (drone flight telemetry logging, race car telemetry logging, hypotheses and notes for experiments). Educational material could be stored and it would facilitate the creation of new educational material like training videos, classroom recordings, and screen recordings. The act of building and configuring the file server itself would be educational for the people who attend the related classes and sessions.

Supply Buy for Arts Committee

Problem: The arts committee is in need of around $300 of supplies, primarily a large paper cutter for handling prints from the wide format ($150). Other supplies include a laminating pouches, canvas stretching pliers, and a backup stylus for the tablet monitor. This is equivalent to the amount used last month on supplies unrelated to the setup of the new computer. The committee has also signed up for a $10/month subscription for software from Adobe Creative Cloud.

Solution: Allocate $300 to the Arts Committee for expenses this coming month.

Relevance to tax exempt purposes: Tools will be used for educational purposes. We need the cutter in order to facilitate digital photography classes and informal instruction at the space, and to keep out of pocket costs down for photographers who are still learning the ins and outs of large format printing. Canvas stretching pliers allow us to teach the upcoming canvas stretching class.

Approve Spending from Get-R-Done Account (Robert Davidson)

Problem: Approve expenses that are beneficial to Dallas Makerspace from this account.

Solution: Allow Robert Davidson to decide how this money is spent from the Get-R-Done fund on items that benefit the Dallas Makerspace.

Approve Spending for D&O Policy (Robert Davidson)

Problem: Approve up to 1,600 Dollar to purchase D&O insurance for the Board of Directors.

Solution: Spend up to 1,600 Dollars for D&O insurance for the Board of Directors.

Relevance to tax exempt purposes: D&O Insurance is a standard business expense that helps protects the BOD financially from litigation. http://hpd.zurichna.com/Whitepaper/Zurich-Liability-Exposures-Nonprofit.pdf

Old business

These are the issues that remained unresolved from the last meeting. In a perfect meeting, there is no old business.

Electing Committee Chairpersons (Paul Brown)

Problem: At the last board meeting, we didn't finish electing chairpersons to each of the committees.

Solution: Appoint the following chairpersons:

  • Aerospace Committee - ?
  • Electronics Robotics Committee - ?
  • Public Relations Committee - Cone Johnson
  • Workshop Committee - Chuck Graf

Employee Job Description (Paul Brown)

Problem: At the last meeting, we decided to put together a plan for clearly defining what the makerspace's future employee will do and how we will go about hiring.

Solution: <Work In Progress>

New business

Modify Reimbursement Rules (Paul Brown)

Problem: During Board of Directors Meeting on 12/18/2011, the following rule was established: "Andrew proposes that items will not be reimbursed after 90 days. Nicole seconds Aye-5 Nay-0"

It's not clear how this rule is beneficial.

Solution 1: Allow reimbursement beyond 90 days.

Solution 2: Establish how this rule is beneficial and won't get DMS sued, then add it to the standing rules under the financial section.

Retroactively Approve Membership Meeting Spending (Paul Brown)

Problem: In the past, there has been an assumption that purchases can be approved during membership meetings. However, this violates one of our bylaws: "Section 7.3 Purchasing Authority No member of the corporation shall be authorized to make purchases in the name of the corporation except as directed by the Board of Directors."

(Note: I think this bylaw is excellent, especially as our voting membership continues to grow. It is much easier to ensure 5 directors will make a well informed purchasing decision. The directors can also allocate funds to committees when they are confident the committee will make an informed purchasing decision.)

Solution:

Part 1: Retroactively approve all membership meeting spending up to 2014/03/13 except for the $500 on 2013/10/10 for a Halloween Party.

Part 2: Remind the membership at the next membership meeting that spending cannot occur without the direction of the Board of Directors.

Part 3: Require the $35.14 spent on the halloween party to be reimbursed to Dallas Makerspace.

Relevance to our tax exempt purposes: Except for the Halloween party spending, all spending helped to accomplish our goal of facilitating education or the spending facilitated fundraising to support our tax exempt purposes.

Get Rid of all Mentions of "Weekly Meetings" and Change Wording to "Open House" (or Something Similarly More Reflective of Reality) (Kent Bowling)

Problem:

Calling what we do on any Thursday other than the 2nd Thursday of each month a "meeting" is confusing at best. I expect a meeting to be organized and start at a certain time (and the time is up for debate on our various listings). An example of the confusion this causes can be found here:DMS Thread (starting with Marc Weintraub's question). In addition to the distinction between "meetings" and "open houses", we seem to claim to have "project meetings" on the 4th Thursday of each month. I remember a time when we had weekly meetings. It was considered too much, so we switched to having project meetings on the 4th Thursday. In my experience, we currently don't do that either. The wording or reality needs to be changed.

Solution:

Like we did with the Calendar recently, change them to "Open House". If we're going to claim to do "project meetings" on the 4th Thursday, someone needs to run those meetings. It's my experience those don't actually happen on the 4th Thursday of each month. If we're not going to have those, switch all mentions of it to "Open House" (which has a more inviting name to the general public IMO). In any event the 1st and 3rd Thursday should not be called meetings.

Places to fix:

  • Meetup (for instance: http://www.meetup.com/dallasmakerspace/events/172694652/) says "All other thursdays (sic) are informal social meetings, with the 4th Thursday including a "project meeting" at 8pm. The project meetings are structured similar to the official monthly meetings, but do not include a set agenda or voting.")
  • Wiki front page (not editable by mere mortals) under "How to find us": "Weekly public meetings every Thursday evening at 7pm". At least the meetup page mentions the new time of 8pm, but again there are no weekly "meetings".
  • DMS Facebook: "Meetings are held at 7:00pm each Thursday at Dallas Makerspace. Each meeting includes one or more brief presentations from makerspace members as well as introductions of visitors and general announcements." There is again confusion with the time and we certainly don't do the things listed every Thursday.

Approve 2012 Insurance Spending (Paul Brown)

Problem: $288.10 in overspending occurred during the purchase of 2012's insurance.

Solution: Retroactively approve the $288.10 in overspending for insurance.

Relevance to our tax exempt purposes: Insurance helps us to continue our tax exempt operations in the event of a catastrophe.

Approve Snack Fund Spending (Paul Brown)

Problem: Snack fund spending has not been explicitly approved by the board. However, the funds we have solicited for the snack fund have been kept separate from the general fund and have been spent for their solicited purpose.

Solution:

  • Retroactively approve snack fund spending.
  • Approve future snack fund spending from the funds collected from snack purchases.

Relevance to our tax exempt purposes: Eating facilities at the Dallas Makerspace helps to attract visitors and allows them to spend more time at the Makerspace without having to seek outside restaurants at mealtime.

Minutes

----DRAFT MINUTES----
20140328 1928
Andrew L calling meeting to order.

Present: AndrewL, RobertD, PeterS, PaulB, JohnG

Prior minutes pass by consensus
 AndrewL motions that the new board, as voted by the membership, be instated.  This consists of:
  Andrew Lecody, Robert Davidson, Pearce Dunlap, Benjamin Groves, Andrew Falgout
 John G seconds.
Vote:
 Aye: 5

Meeting adjourned at 1928

20140328 1929
Andrew L calling meeting to order
Present:
 AndrewL, RobertD, PearceD, BenjaminG (AndrewF illness)

Agenda pulling:
Reimburse Paul Brown for Welding Supplies (Paul Brown)
Reimburse Paul Brown for Shirts for Screen Printing (Paul Brown)
Approve Funding for Subplate for Mill (Bryan Gangwere)
Modify Corporate Membership (Paul Brown)
Fund Lemons Car Storage (Benjamin Groves)
Appoint Procurement Officers (Paul Brown)
File Server Project (Luke Olson)
Approve Spending for D&O Policy (Robert Davidson)

Remaining consent agenda passes:
4.2 Sam's Club Card for DMS (Brooks Scharff/Andrew LeCody)
4.4 Authorize Vinyl Cutter Fund Spending (Paul Brown)
4.5 Approve Alarm Monitoring Service Fees (Paul Brown)
4.11 Supply Buy for Arts Committee
4.12 Approve Spending from Get-R-Done Account (Robert Davidson)

1934

Committee reports
 See WIKI
 Finance Committee, PaulB reporting
  Discussion
1957
 Operations and Facilities Committee, AndrewL reporting
2001
 PR Committee, ConeJ reporting
2009
2013
File Server Project (Luke Olson)
 Discussion
2029
 RobertD proposes the Board allocates up to $1600 to build a file server at Luke Olson's discretion.
  PearceD Seconds

Vote:
 Aye: 4, unanymous, motion passes

2034
10 min recess
2040
Reimburse Paul Brown for Welding Supplies (Paul Brown)

AndrewL proposes that the Board approve the item as written. "Solution: Write a reimbursement check to Paul Brown for $291.89."
BenjaminG seconds.

Vote:
Aye: 4, unanymous, motion passes

Reimburse Paul Brown for Shirts for Screen Printing (Paul Brown)
AndrewL proposes that the Board approve the item as written.  "Solution: Write a reimbursement check to Paul Brown for $517.38 and use the funds from the sales of the shirts."
PearceD seconds

Vote:
Aye: 4, unanymous, motion passes

2042


Modify Corporate Membership (Paul Brown)

AndrewL proposes that the Board approve the item as written.  "Problem: The following line from the corporate membership criteria may unintentionally exclude some potential corporate members: 'Organization must be officially recognized as a nonprofit or for-profit corporation under Texas state law.' Solution: Remove that line from the corporate membership requirements."
PearceD seconds

Vote:
Aye: 4, unanymous, motion passes

2046

Approve Funding for Subplate for Mill (Bryan Gangwere)
AndrewL proposes that the Board approve the item as written.  "Solution: Approve $400 ($290 for the subplate, $110 for 2 taps) to acquire subplate."
RobertD seconds.

Vote:
Aye: 4, unanymous, motion passes


Fund Lemons Car Storage (Benjamin Groves)
AndrewL proposes that the Board approve the item as written.  "Solution: Transfer ownership of the storage lease to DMS proper and approve payment of monthly storage fee of up to $130."
BenjaminG seconds.

Vote:
Aye: 4, unanymous, motion passes

Appoint Procurement Officers (Paul Brown)
AndrewL proposes that the Board approve the item as written:
"Clearly define the role of procurement officers:
Procurement officers perform "due diligence" before making a purchase.
They act as a gatekeeper by ensuring purchases have been directed by the Board of Directors, or ensure committee approval if the funds were directed to be spent by a committee.
Procurement officers are approved to spent funds with prior authorization from the board.
They also ensure receipts are kept and given to whoever is doing the bookkeeping.
Appoint the following people as procurement officers:
Paul Brown
Andrew Lecody
Benjamin Groves
Robert Davidson
Pearce Dunlap
Brooks Scharff
Lance Preston"

RobertD seconds.

Vote:
Aye: 4, unanymous, motion passes.

2110
Approve Spending for D&O Policy (Robert Davidson)

AndrewL proposes that Board authorize up to $1600 for spending on D&O Insurance and entering into the D&O Insurance contract.
RobertD seconds

Vote:
Aye: 4, unanymous, motion passes

2118
Officers
AndrewL proposes that PaulB continue as Treasurer.
BenjaminG seconds

Vote:
Aye: 4, unanymous

PearceD proposes that AndrewL continue as President.
BenjaminG seconds

Vote:
Aye: 3, unanymous
Abs: 1

AndrewL proposes that PeterS continue as Secretary
PearceD seconds

Vote:
Aye: 4, unanymous
2120

Committee Chair Appointments
2125
AndrewL proposes the following Committee appointments
Aerospace Committee  Romeo Espania
PR Committee  Cone Johnson
Workshop Committee  Chuck Graf

BenjaminG seconds

Vote:
Aye: 4, unanymous, motion passes

2128

Old Business

The Board tables the item "Employee Job Description (Paul Brown)" until the next meeting.

2131
New Business

Modify Reimbursement Rules (Paul Brown)
Discussion
AndrewL proposes that the Makerspace repeal the 90 day reimbursement rule.
RobertD seconds.

Vote:
Aye: 4, unanymous

2137
Retroactively Approve Membership Meeting Spending (Paul Brown)
Discussion
AndrewL proposes that the Board approve the item as written:
"Part 1: Retroactively approve all membership meeting spending up to 2014/03/13 except for the $500 on 2013/10/10 for a Halloween Party.
Part 2: Remind the membership at the next membership meeting that spending cannot occur without the direction of the Board of Directors.
Part 3: Require the $35.14 spent on the halloween party to be reimbursed to Dallas Makerspace."
BenjaminG seconds

Vote:
Aye: 4, unanymous

2142
Get Rid of all Mentions of "Weekly Meetings" and Change Wording to "Open House" (or Something Similarly More Reflective of Reality) (Kent Bowling)
AndrewL proposes that the Board approve the item as written:
'Like we did with the Calendar recently, change them to "Open House". If we're going to claim to do "project meetings" on the 4th Thursday, someone needs to run those meetings. It's my experience those don't actually happen on the 4th Thursday of each month. If we're not going to have those, switch all mentions of it to "Open House" (which has a more inviting name to the general public IMO). In any event the 1st and 3rd Thursday should not be called meetings'

BG seconds

Vote:
Aye: 4, unanymous

Approve 2012 Insurance Spending (Paul Brown)
AndrewL proposes that the Board approve the item as written:
"Solution: Retroactively approve the $288.10 in overspending for insurance."
BG seconds

Vote:
Aye: 4, unanymous

2145

Approve Snack Fund Spending (Paul Brown)
AndrewL proposes that the Board approve the item as written:
"Retroactively approve snack fund spending.
Approve future snack fund spending from the funds collected from snack purchases."
PearceD seconds

Vote: 
Aye: 3
Abs: 1

AndrewL proposes that the Makerspace award Andrew Floyd 3 months of membership drawn from the Makerspace Fellowship
fund for volunteering his talents and time. Awarding membership from the Makerspace Fellowship fund allows the Space to publicly recognize and encourage
exceptional volunteers whose contributions enable the Makerspace to further our exclusive 501(c)(3) purposes.

BG seconds

Vote:
Aye: 4, unanymous

Next board meeting schedule:
Sunday, April 20, 1500

Andrew L adjourns meeting
2211

Next meeting: Board of Directors Meeting 20140420

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