boardmeetingagenda:2014-08-21
Board Meeting Minutes for August 21, 2014
Legal/Financial:
7:07 - Treasurer's Report (JoeR)
Joe prepared a report for the Board
Copies will be posted for the members after the Board has time to comment
7:09 - Board to consider paying for a sponsorship at Maker Faire Milwaukee
Sponsors still needed, we want this first year to be successful
-
$2,500 seemed agreeable to most Board Members polled
The Board will revisit shortly, see what members want to do (survey currently in progress)
Policies and Procedures:
7:12 - Mission Statement (all)
How close are we to being done? Close
To be discussed further on BOD mailing list, Dan J working
If ready, vote to approve? Not ready yet
Goal is to finalize before Board Elections
7:14 - By-Laws Revisions (Dan,Brant)
In general
Brant H read through the By-Laws, emphasizing the parts that the Board would like to revise
Color copies with added/deleted/revised text were handed out to members
The Board and other members discussed various topics
Further discussion will continue on the BOD mailing list before the By-Laws are put up for a member vote
In detail
Some minor items have been revised for grammar and diction
Secretary Position Proposed
Brant proposed that one of the At-Large Board positions be revised to create a Secretary
Their duties would focus on taking meeting minutes at all meetings including Board Meetings and Regular (weekly) Meetings
Eric B suggested that the Board be allowed to appoint someone without the need for a special election
The group discussed special elections and if an appointed position would be easier to replace should someone leave
Lexie, Scott S, Eric, DL and others discussed if the Secretary should be a voting position or not
DL indicated she is involved with another Board of Directors and they appoint someone to fill in for the Secretary if they are absent
Ron B noted that other Boards he has observed usually approve the minutes of the last meeting before the start of new business
Notice of the Board's Agenda
Charles proposed that under Article 4, Section 3 “Responsibilities - President” that the following be added:
“The President or his designee shall provide the General Membership with a copy of the Board's meeting agenda, via e-mail, to the General Membership no later than one week prior to a regular, scheduled Board Meeting.”
Charles later asked that this item be dismissed
Conflicts of Interest, Disclosure
Charles proposed that under Article 4, Section 2 “Compensation” that the following be added:
“Financial or material conflicts of interest shall prevent Board Members from casting votes where such Board Members would profit or otherwise derive gain from such votes.”
Charles indicated that Board Members should recuse themselves in these situations
Selling shares in the building was cited as one example
Tom explained that the shares the Board had considered buying were from another investor and not from the two Board Members that currently own shares in the building (Tom and Brant)
Also, when members expressed concern about the Board purchasing shares, both the Board and the investor agreed to cancel the sale and wait for further discussion
Tom and Brant both noted that the wording of this suggested section may be too vague and open to interpretation
Dan and Tom noted that members already choose to abstain from votes when they feel it necessary
Tiffany indicated that the Board has acted in good faith so far, but there's nothing in the By-Laws that requires them to specifically
Tony noted that a board member has a fiduciary relationship with the organization and WI law restricts someone with a fiduciary relationship from materially acting in their own best interest at the expense of the organization. He added it's not necessary to write new bylaws to cover this.
Tony offered to forward what he knows to the Board after the meeting and the Board agreed to review it
The Board's Authority - Non-Routine Business
Charles proposed that under Article 4, Section 8 “Authority” that the following be revised to read:
“The Board shall consult the membership in cases of non-routine business such as but not limited to the purchase, donation, or loan of major equipment, reorganization of physical space and its contents, and the use of organization funding. Notification shall consist of notifying the membership via e-mail and at the first available general membership meeting, with a vote taking place at the following (next) general membership meeting. Votes shall be cast in person, or by proxy.”
Tony noted there are vague limitations on what the Board can do on its own and that he had suggested revisions to Article 4, Section 6, Item 6 from 02/17/14.
The phrases “may consult” and “shall consult” were discussed
Right now the Board uses their discretion to consult the membership
Brant noted that we already have a process in the By-Laws for members to petition and overturn Board decisions
Eric B indicated that this is a discussion about trust of the Board really
Robert noted “may” and “shall” is a difference of permanence
A member asked if being a non-profit places any restrictions on the Board's authority in these sorts of situations
Scott S suggested that a cash limit that the Board can work within and anything over that automatically gets the membership involved
Tom informally polled those in attendance
The group indicated by a show of hands what they felt was reasonable
Most everyone was fine with $2000
Only half the group felt $2500 was appropriate
Tom noted that $2500 could be used if we consider enacting a limit
The Board's Authority - Disciplinary Actions
Charles proposed that under Article 4, Section 8 “Authority” that the following be revised to read:
“Action of discipline towards MoMI [members] shall be progressive and confidential. A total of three “strikes” shall be allowed before a member is suspended. A cited (“strikes”) or suspended membership shall have the right to appeal any discipline issued by the Board at the next regularly scheduled meeting of the Board. Unless alleged member conduct violates shop safety, or is perceived as threatening to any member, upon notice of appeal, the member shall retain all rights and privileges consistent with their status as a full member.”
Charles indicated he did not receive due process because he was not given the chance to speak before the Board when he received a warning
Brant noted that members who receive warnings have not broken any laws but have made poor or risky decisions
Tom defended the Board's decisions regarding any warnings issued to date
Tom added that the Board only gets involved when there are acts of serious negligence or the risk of damage or injury
Charles indicated that notice should be given prior to a warning being issued and that warnings should not be made public
Tom asked if the Board should be allowed to terminate a membership after three strikes without the involvement or knowledge of the membership?
Tom indicated that notices are made public to promote transparency, safety and education
Tom cited past experiences where members were not aware of a member's actions and it caused additional problems
Lexie suggested members be given the option to meet with the Board but maybe at the Board's discretion, not in every case
Robert suggested we call it something other than a warning, maybe an incident or event
Tiffany suggested that a single Board Member meet with the member one-on-one then report back to the Board
Tom noted that the past has shown that the membership needs to be informed of warnings and issues
Brant agreed with Tom and added that requiring the Board to meet with a member prior to a warning may prove difficult
Unless the meeting were to take place at a regularly scheduled Board Meeting, it has proven difficult to arrange a meeting with the entire Board on short notice
For clarity and validation, it is necessary to have more than one or two Board Members present for such discussions
Brant also noted that in the past, members who wanted to meet with the Board had asked for meetings and then failed to appear; dragging out the issue and inconveniencing others
DL felt that at the very least the member being warned should find out before the entire group
Brant agreed and said that the Board has already been doing that
Pete asked Charles if he would talk with other concerned members, revise his suggested wording and get it back to us
Charles agreed and said he was looking at the warning system
Dan said that any additional changes should be proposed at a future date and we should focus on what we currently have to revise, not new items
9:01 - Maker Faire request for storage space (Lance, others)
Briefly noted, no action taken
9:01 - Member Survey (will be underway by now)
Briefly noted, no action taken
9:02 - Storage policy revisions (Tiffany)
Tiffany proposed that member storage be limited to a maximum of 100 SF
No single member would rent or use more than 100 SF
This would be inclusive of shelving, vaults, floor space, etc.
The board could consider and approve exemptions to this policy on a case-by-case basis
VOTE: The Board voted 7 to 0 to approve this upper limit with exemptions per Board review
It was also proposed that east room floor space be increased from $0.50/SF to $1.00/SF
Vault hallway floor space would remain $0.50/SF
Vault rental rates would remain $1.00/SF rounded up to nearest $10
West room floor space rental rates were also discussed
Shelves, pallets and lockers would remain the same rates
People currently renting floor space in the east room would be asked to move to the vault hallway
Tiffany indicated that all of the current floor space being rented could be accommodated in the vault hallway once screenprinting and printers are relocated to the east room
Lockers could also be relocated
Matt N asked the Board to do more to organize the storage we already have
Ron B said rental fees were necessary to help pay rent when we first started, but wouldn't be needed forever
No discounts or adjustments for people who have floor space in lieu of a pallet or shelf
A half-pallet or an equivalent shelf would be the smallest unit of storage recognized by the Board from now on
Tiffany and others working on Maker Faire offered to clean/reorganize the East Room
VOTE: The Board voted 5 to 1 to approve this floor rate increase and relocation. Tiffany abstained and Joe voted no.
The new rates will take affect December 1, 2014. This will give members 2 months or more to relocate and prepare.
Brant and others asked that people with carts please label them with their names.
Check on progress of Building Topics/Projects:
9:15 - Lexie and others suggested that a separate mailing list be created for only announcements
This could help separate important info from discussion/banter
VOTE: The Board voted 6 to 1 to create a new mailing list. Joe voted no.
Check on progress of Member Projects:
9:17 - 4×8 CNC Plasma Cutter (JoeR)
Parts being fabricated currently
9:18 - 4×8 CNC Router (SteveP)
Z-axis being worked on
Parts and metals on order
9:18 - Jeweler's Table (JonH)
Not discussed at this time
9:18 - Metal Finishing Area (BillW)
Dan J indicated it was coming along
9:19 - Cube 3D Printer
Pete P asked for proper approval to bring it in and noted it is owned by MoMI and not him
VOTE: The Board voted 5 to 0 to approve the printer be brought in. Joe and Pete abstained.
A small scanner may also be brought in to accompany it
9:21 - Wood lathes
Bill W and Bob working on the MIDI lathe in the east room
Eric B has a third lathe here
The Board generally agreed to keep all three here for the time being
New equipment/donations:
9:23 - Matsuura RA-1F CNC Mill (JoeR)
Vote occurred previously on the BOD mailing list
Even with Tom and Joe abstaining the mill was approved
9:24 - Induction Furnace (Tom G., Bret)
Briefly discussed
Events:
9:25 - Doors Open (Brant)
Briefly discussed
Brant will send out a notice to the group closer to the event date
9:25 - Maker Faire
Briefly discussed, no action at this time
9:25 - Maker Faire After Party (Tiffany)
It was noted that the host makerspace at other Maker Faires usually hosts a party for visiting makers and exhibitors
Tiffany offered to organize and plan this event
It would be Saturday night
The group discussed a budget and asked for a plan
VOTE: Board voted 6 to 0 to approve a maximum $500 budget for this event. Tiffany abstained.
Any topics from members who are present
9:27 - Raku kiln (DL)
DL asked that Scott S be allowed to bring in his kiln
It would be used in the alley and not indoors
No power or gas would be needed, it burns sawdust
May take up to 8 hours to fire, use, and then cool
The time needed would preclude people from late starts
VOTE: The Board voted 7 to 0 to approve this kiln be brought in.
9:30 - Rock saw (DL)
Briefly discussed
Tiffany suggested it be located in the Jeweler's Area
9:31 - Ed C and Lucy noted the 3D Printing Area is getting cramped
Tiffany suggested we consider rearranging the Electronics Lab to help accommodate it
Chris H thanked people who stayed until the end
Steve thanked the Board for their hard work
Board Meeting Agenda for August 21, 2014
Meeting Time: 7pm
Location: Lenox
5 minute time limit per highest-level bullet point.
All members are welcome to attend, and non-board members can join the conversation when invited.
Legal/Financial:
Treasurer's Report (JoeR)
Sponsor Maker Faire (contingent on member feedback from survey results)
…
Policies and Procedures:
Mission Statement (all)
How close are we to being done?
If ready, vote to approve?
By-Laws Revisions (Dan,Brant)
Final wording, changes, etc. ironed out?
If so, can the Board agree to bring it to the members for a vote?
Maker Faire request for storage space (Lance, others)
Member Survey (will be underway by now)
Storage policy revisions proposed, vote needed (Tiffany)
Member floor storage is limited to 100sq ft
Move floor storage to vault hall and tool areas to east room
Include a board approval for exemptions
Alternatives suggested:
Raise storage rates for east room (75 cents or $1)
Then offer vault hall storage at current rate
…
Check on progress of Building Topics/Projects:
…
Check on progress of Member Projects:
4×8 CNC Plasma Cutter (JoeR)
4×8 CNC Router (SteveP)
Jeweler's Table (JonH)
Metal Finishing Area (BillW)
Cube 3D Printer?
…
New equipment/donations:
Matsuura RA-1F CNC Mill (JoeR)
Vote needed to bring it in
Tom and Joe to abstain due to conflicts of interest
Induction Furnace (Tom G., Bret)
…
Events:
Doors Open (Brant)
Maker Faire
…
Any topics from members who are present
boardmeetingagenda/2014-08-21.txt · Last modified: 2014/09/01 23:10 by branth