EMS BoD Meeting Minutes for 09/07/2017

There was a motion on the 09/21/17 meeting to include three files for the record of this meeting; The mp3 recording, Tanda's version, and Clif's.

1. MP3 of the meeting
2. Tanda's: https://www.eugenemakerspace.com/wiki/Sites/EMSBoDMeetingMinutes090717?rev=1
3. Clif's follows:

EMS
Board of Directors
Meeting Minutes
Meeting date: 09/07/2017

Call to order:

A Regular meeting of the Board of directors of EMS, was held at 687 McKinley street, Suite #2, Eugene OR on September 7th, 2017. The meeting convened at 6:02 PM, Clif Cox presiding and Tanda LInde secretary.

Board Members in attendance: Clif, Tanda (6:26p left), Dean, Jher,
Board Members not in attendance: none

Quorum present? Yes

Also Present Were: Tucker, Jeffrey, Beatta, Karen, Joe T., Tom U., Pitor (6:08p arrived), Ben (6:16p arrived)

Approve agenda, and previous minutes.

Agenda:

1. Approve the agenda
2. Review previous meeting minutes
3. Officer’s Reports combined with Previous Action Items (AI)
   1. President
      1. AI: OCF volunteer to post to discuss
      2. AI: Steam Camp
   2. Treasurer
      1. AI: Steam Camp Glider Class
   3. Secretary
      1. AI: Fix-It Cafes volunteers post to discuss
   4. PR Director (Vacant)
   5. Facilities Manager (Vacant)
   6. Volunteer Coordinator
4. Old business:
   1. Recap Events:
      1. Steam Camp, Fair, Parade, Near Space
   2. Donation Policy (Tabled 6/29)
5. New business:
   1. Tanda's resignation (Secretary - required office) - Tanda
   2. Replace Vacant Board Position
      1. Nominations, Volunteers
   3. New Member Sheet – tabled from 6/29/17
   4. Tech Soup/Slack - Piotr
   5. Frederick's proposition to EMS.
   6. Action Items
   7. Adjourn

Approval of Agenda: Motion was made by Clif and seconded by Tanda to approve this meeting's proposed agenda.

The Motion carried with unanimous approval.

Approval of minutes: Motion was made by Clif and seconded by Dean to approve the minutes of the 06/29/17 meeting.

The Motion carried with unanimous approval.

Officer's reports:

These were combined with Action Item Review from 06/29/2017 BoD Meeting.

Champion (President)

Clif did a recap of some of the summer events EMS was involved in. We had at least one person staffing a booth at the county fair on our behalf. The STEAM theme area of the lane county fair, and our STEAM class held at EMS staffed by Erin and Miles, and others from EMS. Jeffery and Weston entered a Robot rover contest and won 1^st place. They brought their rover to the lane county fair and it was a hit! We got an email that he replied to about an inquiry if we do STEM activities, Yes!

(6:08p Pitor arrived)

AI: The donation list (extended loan) from Jack McCornack for the large donation was posted and should be mostly complete. There are other items that ‘could’ be added. The stuff was not actually donated but is on extended loan because he is worried stuff will get sold or given away and he wants access to it as a member, also wants to see the tools used and enjoyed by others.

Treasurer

1. AI: Steam Camp Glider Class: It was part of the STEAM camp with Erin. It was a success. They all had a good time and the children enjoyed it.
2. Other items reported:

• • He is not able to complete the duties of Treasurer and would like to step down.
  • He said he don’t do a good job at it and he is already over committed.

1. He received an invoice from the Management company that said we are late on our lease. We ended up over paying Eweb during the transition between units and it should have went to the landlords.

• • He missed the insurance payment in August and Tanda stepped up to pay it. She will be reimbursed.
  • Tanda pointed out that she would gladly step up and assist in making deposits and handling monies on Open Hack nights be that she does not have any of the banking information (where, account #, signer list) and the secretary probably should have some record in the book.

1. He would like to have a group or a trio that can access the treasurer duties like pay bills, make deposits, and handle other things.

• • (6:16p Ben H. arrived)

1. He also gave Tanda a list of who paid in July and August so we can get a list of who are paying members.

• • Karen asks about frustrations from not being able to contact board members and why there is no phone tree for/between. Clif mentions there is on the wiki and members can't get to it but board members can. Tanda reminds him that the wiki is not currently accessible once again and that when it is needed she has had to get others to access it for her.
  • Clif then asks about our being financially stable as a group. That when we moved it was stated back in February that we would be financially stable in 6 months. Where are we? Dean he couldn’t remember how many paying members we had. (do we get a report from paypal?) Yes we do. Right now we have 5 people who pay through the bank account and roughly 30 through paypal. It was noted that at the current dues rate of $25 / month, we are meeting about half our monthly expenses.
  • Tanda explains the information she had from the paypal info and that she was trying to verify those registered with the door key system, those who have paid, and who do we currently have a waiver/member form for so we can be compliant with State and Federal laws.
  • Discussion continued on to potentially raising the membership dues to cover expenses.

Secretary

1. AI: Fix-It Cafes volunteers post to discuss: This happened.
2. There were two potential large cash donation/grants that we could have applied for but because of the difficulties involved with getting the board to communicate and hold meetings they had to be passed on. One was for $20,000. The prescribed method of communication by the board is through the board email list. There has been no mention all summer about people not being able to attend meetings that are already scheduled. This was set up in 2015 to be the 1st and 3rd Thursday of the month.

• • Dean asked “didn’t we change that to just one meeting a month?” Not that I am aware.

1. She spoke to the common courtesy of people letting others know in advance. There is an email that goes out two days before the meeting (most of the time). And is is also professional that when there is a meeting that you are not able to attend that you send an email or communicate to the group that you can not make it and mere hours before hand is disrespectful to all the others that have planned their time to be there. Apparently things have been expressed to one member of the group who has not passed it on. She is passionate about this group and has money that wants to come into this group but because of the unprofessional ways she can no longer be part of it.
2. She spoke to the behavior of one of the members railing on her in an online discussion and telling her how unprofessional she was being and that she should resign. Then he proceeded to attack her and other who came to her defense.
3. She then resigned her position on the board explaining that she wants to see the place continue but at the current state she can no longer serve on the board.

• • (Tanda leaves 6:26p)

Further Discussion

Afterwards, some discussions were had, but in the absence of the secretary (or anyone taking notes initially), the notes of those discussions were not presented here but were later filled in from the mp3 recording.

Some calls for action were raised, and some grievances were aired. Board member Jher took up the practical role of meeting facilitator.He mentioned that he had a good conversation with Tanda on the phone, and his intent was to come to the last meeting. He asked Clif to say he was available if there was going to be a meeting but Clif said he couldn't find get answers from enough board members to tell if the meeting was going to happen. Jher also communicated to Tanda that he had a major family emergency with the hope that she would pass that along. He mentioned the history of Google, and how there are no meetings during burning man, and that perhaps our online schedule should reflect some of these major events.

Piotr talked about organizational transparency and good communications; An organization like this only works with the best quality communications and it's still a struggle, but for us it's not working very well at the moment. Further comments on communication.

In the context of late notice or no notice of who would make it to the last meeting, the subject turned to more advance notice of peoples schedules and perhaps posting unavailable times on the sites calendar.

Jeffrey reminds us of the membership meeting on Saturday, and thanks all board members for their contributions. Asks about plans to post the minutes of this meeting.

Jeffrey leaves at (6:58)pm

Then there was a discussion about how to calculate a quorum, and who were the remaining board members. There was also some confusion about where and how many of the governing documents there were. Next we talked about Tanda's resignation and what to do with it. Jher said he would like for Tanda to stay on the board and that he would reach out to her and talk about it.

Piotr proposes a snap election as an agenda item for the general membership meeting. (Fredericks proposal is presented here) Dean adds to that and says we need new board members and that a snap election is a good way to get the membership input on that.

Ben mentions the Membership meeting date and time; Sept 23rd at 10:00am.

Jher talks about his personal good communications with Tanda and how they have been supportive of each other.

Some more discussion on Membership meetings and the possibility of a snap election and then more discussion on Fredericks proposal. Joe mentions that since we have a quorum that we could actually handle Fredericks item now, but Piotr and Jher say no its a new item so it has to be handled next meeting. Question about insurance, and Clif feels that our insurance would cover it.

Then Karen started taking down some notes of her own and volunteered them at the end of the meeting. The following are a combination of her notes and what others can remember.

Karen's notes:

Per my promise from earlier this evening, the following are my notes from tonight's Board Meeting. Please note, I am not the secretary, and this should not be construed as the end-all-be-all version of the minutes/agenda for the next board meeting... simply this is what I've got, and I'm sharing it in the interests of transparency.

• Tanda expressed her intention to resign from the Board of Directors, and left the meeting. The specific reasons cited involved several lost opportunities for EMS to receive grant funding and sizable donations, lack of functional communication, near loss of EMS's insurance, and a failure of the board to take the governing documents, legal obligations, and expectations of office seriously.
• Due to Tanda's resignation, and observed high levels of stress within the organization, and Ben's recent resignation as well, the observation was made that perhaps existent members of the board need to be replaced. A call was made for a "snap" general election, to replace or restructure the entire Board of Directors via general membership decision - Karen, Piotr, others.
• I include a transcription of the items I saw on the handwritten agenda, as written, in the interest of preserving them for the next meeting so nothing falls through the cracks.

Table all agenda items for next meeting

(7:18pm): Jher, states our intention to have all members of the board, Tanda provisionally included to attend the next board meeting, and that we will have a membership meeting on the 23rd, two days later. We are tabling all remaining items on tonight's agenda are tabled until the next scheduled board meeting: September 21, 2017.

MOTION - Dean moved, and Jher Seconded that: All further agenda items be tabled until the next meeting.

Unanimous approval.

Motion Carried

Karen then listed those tabled agenda items for the record.

Joe asks about the empty board position and what the procedure is for filling it. Clif explains. Some more discussion. Jher talks about soliciting good suggestions for others to replace Ben and Tanda.

Old business:

Recap events over summer:

I think this was covered in the Officers reports, except for the parade and the Near Space Balloon project.

Donation Policy

Tabled till next meeting.

New business:

Frederick's proposition

Frederick, a taxi driver and EMS member, spoke with his employer (based in Portland) and they came up with an interesting proposition to EMS. In exchange for $100 per month (ongoing), the taxi company would effectively purchase 4 memberships (with 4 individually coded keys) that would be tied specifically to registered cabs (regardless of driver). These drivers could make limited use of the facilities (restrooms) and access a small amount of storage where they could access time sheets, business cards, and other supplies (so as not to need to travel all the way to Portland for them!) The end result would be this taxi company renting a small amount of member storage and access to the restrooms, and EMS receiving $100 a month. Drivers would be expected to sign standard safety waivers, and the keys being tied to the cabs.. could be traced back through the company, to the drivers who had those cabs. Transferable keys are not standard procedure, so the board would have to approve an exception / special arrangement.

Action Items:

Clif:

• Do minutes
• Announce the Membership meeting

Dean:

Jher:

Tanda:

End of everyone's notes. Thank you Karen for your note taking. I (Tanda) also forgot the recording device that I use to take note for the minutes. The mp3 of the entire meeting can be found here.

Announcements:

Next General Membership Meeting is Saturday, September 23, 2017 at 10am.

Adjournment:

Clif moved for adjournment and was seconded by Dean.

The vote was unanimous and the meeting was adjourned at 7:25 PM.

____________________________ ___________________
Secretary Date of approval
Eugene Maker Space