D R A F T

Contents

Time and Location: 

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Meeting called to order by Evin Grano at x7:xx  00  pm.

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Approval of Prior Minutes

2025-912-27 17 Meeting of the Board of Directors

Motion by ?? Jim to approve prior meeting minutes

Second:  Brad

Vote:   Passes by voice vote 

Consent Agenda

Any Board Member may make a motion in the Consent Agenda.  The purpose of the Consent Agenda is to propose motions that have been discussed by Board Members in advance and/or are expected to pass without objection.  If the item does not fit this description, it should be proposed in New Business. Discussion of Consent Agenda items should be done via Slack prior to the meeting.  Any Board Member present at the meeting may request that an item be moved from the Consent Agenda to New Business.  The motions in the Consent Agenda (after any items are moved to New Business) may be passed as a group if there are no objections.  Any motion that requests spending $250 or more must include a section on "Relevance to our tax exempt purpose".

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Solution: Increase IT Budget by $209.00  to cover LightBurn and Chitubox software licenses. (LightBurn $50$60, Chitubox $149)

Relevance to Tax Exempt Status: None

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Motion: Move to add Bryan Daniels as co-steward of 3D printing at both locations.

Consent agenda pass/fail : passes by voice vote.

Officer Reports

Chairperson:

Hoping everyone surviving snow.  Appreciate hard work from all.

President:

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Secretary:

No nomination forms were received for the Open Director seat.  There is not enough cycle time remaining before our Annual Meeting and Director elections to run another empty seat election round.

There were 3 Consent in Lieu items.    All 3 passed.

Start application for Tax Exempt Status

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Treasurer:

Financials

President:

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Committee Reports:

Membership Committee (Ken Fuentecilla)

Report received 1/21

Marketing Committee (Vacant)

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Leesburg Facility Committee (John Carter)

Slight electrical improvements.

Purcellville Facility Committee (Dave Painter)

Mini-Splits operational.  Lots of Machine maintenance in January.  Folks need to clean up and put machines in order.  Door repair on lower building.  Added some insulation.  Pinewood derby cutting (2 new members).  Kidwind active.  Roof repair material delivered. Repair for lower building scheduled in early February.  Lower building roof repair - may require decking replacement - will leave building open to the sky.  May need to cover or move equipment.  No way to know in advance.  Air compressor upper building is still iffy.  May have a free replacement - will not know until late Feb.  Doorbell has arrived.  Discussion/concern it will not be heard over noisy equipment.  

Need to broadcast to all members that we may need help moving/covering equipment.  Add to newsletter.

Scheduling Committee (Jennifer Chu)

Received 1/27

Jennifer would like for the Board to Review and Confirm the current list of Stewards and Red Tool Signoffs

IT Report

Received 1/21.

Newsletter Committee (Meaghen Flynn - pending)

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Standing Rules Committee (Jonathan White)

Board Report – Bylaws and Standing Rules

-          No meeting this month.

-          JW reviewed the Canvas in Slack and added a few items for next meeting. 

-          Conflict of Interest Policy, Independent Contractor Agreement, process  for revocation of Red Tool Authorization and process for emergency temporary suspension of a Membership by Directors/Officers seem to be key things to address next.

         Welcome input from wider community if any other suggestions.

(Need to clarify the JW is Jonathan White and not James Waldron.)

Finance Committee (Mary Waldron)

Nothing to Report.

Unfinished Business

 OB1: 

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NB1: New Fee Schedule

 Issue: New Fee Schedule Standing Rules 14.1Solution:  Adjustment of Standing Rules Section 14 Fees to comply with sales tax collection.

Solution: Adoption of new Standing Rules Section 14.
Schedule of Fees will be adjusted as follows.

All current fees involved with consumables will be increased about 30% to help offset the cost of collecting, administrating, reporting, and filing of sales tax including additional accounting charges associated with our regular monthly financial reporting.  All fees will be requested to be paid through Square (or some other automated process) which will add sales tax (and help reduce our tax accounting load).  In the case of cash payments made by envelope to the donation box, Makersmiths will absorb the sales tax amount if not included in the total.

All machine time fees will be removed.  (No laser use time will be charged.)

Bottom line:  Existing fees go up a little, Machine time fees are eliminated.

Section 14.1 of the Standing Rules will read:

14.1  Consumable fees will be as follows:

*For $5.00 per month a Member gets 30 prints/copies during that month. A print is one side of an 8.5x11 sheet of paper. Double-sided copies are considered two prints. Additional prints are $0.10 each.

Relevance to Tax Exempt Status: None

Motion: Move to adopt new fee schedule above as Standing Rules Section 14.1.1   All fees requested to be paid via the Square terminal (or some other automated process) or cash by envelope to the donations box.

Second:  Jen

Vote:  Passes by Voice vote.

NB2: 

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CPA Agreement (Jim for Treasurer)

 Issue: We need a CPA Agreement from the CPA we use to file out our 2025 State and Federal taxes.

Solution: Appointment of xx as our CPA for 2025 Federal Tax FilingOur CPA would like for the Board to execute the attached agreement.  The Treasurer has read and approved the agreement. Estimated cost for this service is $1,975.00.

Relevance to Tax Exempt Status: None

Motion: Move to to execute the attached Robert Morrow C.P.A agreement.

Second:  Evin

Vote:  Passes by voice vote

NB3: 

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Debit Cards (Jim for Treasurer)

 Issue:  Facility (and other) Stewards purchase cycle time.

Solution: Issue Debit Cards to Dave Painter (Facility Steward Purcellville), John Carter (Facility Steward Leesburg), Rob Donahue (IT Steward), and Leesburg Snack Steward (TBD).  These cards will be used in accordance with the attached agreement. To track, reconcile, and replenish petty cash which involves 4 people and takes time to coordinate and sometimes does not allow the site steward to purchase items when needed due to insufficient petty cash especially near the end of the month.  Also software is purchased online and the IT steward and bookkeeper have to coordinate to relay our debit card number.

Relevance to Tax Exempt Status: None

Motion:  Move to issue Debit Cards to Dave Painter (Facility Steward Purcellville), John Carter (Facility Steward Leesburg), Rob Donahue (IT Steward), and Leesburg Snack Steward (TBD) in accordance with and after their execution of the Debit Card Use Agreement.

Second:  

Vote: 

NB:  Debit Cards (Jim for Treasurer)

 Issue: Facility (and other) Stewards purchase cycle time.

Evin

Amendment. Move to issue Debit Cards to Dave Painter (Facility Steward Purcellville), John Carter (Facility Steward Leesburg), Rob Donahue (IT Steward), and Leesburg Snack Steward (TBD) in accordance with and after their execution of the Debit Card Use Agreement with a $200 maximum monthly (or lower) limit.

Second: Bo

Amendment. Move to issue Solution: Issue Debit Cards to Dave Painter (Facility Steward Purcellville), John Carter (Facility Steward Leesburg), Rob Donahue (IT Steward), and Leesburg ), other twoSnack Steward (TBD) in accordance with and after their execution of the Debit Card Use Agreement with a $200 maximum monthly (or lower or as negotiated) limit.

Second: Evin

Vote on amended Amendment: Passes by voice vote (1 abstention)

Vote on the Amendment: Passes by voice vote (1 abstention)

NB4:  Waive 7 day notice to consider NB5 and NB6

Motion:  Waive 7 day notice to consider NB5 and NB6.  (Motions were not received before the Agenda cut-off time.)

Second: Jen

Vote: Passes by voice vote 

NB5:  New Plotter (Jonathan)

Issue: The plotter in Purcellville is basically dead. It’s old, doesn’t print every time, and is not worth further investment of time or money in trying to make it work.
Solution: Purchase a new Canon TM-340 (36”) directly from Canon or B&H Photo. Canon is being selected over HP because of the ability to refill the cartridges to save substantially on ink costs in the future.

• There were some good looking HP models and a recommendation for an HP T-650, but HP doesn’t seem to support ink refills of any kind on newer models and has active methods in place to stop refills or after market ink cartridges.
• Correspondence was made with InkOwl who supply ink refills and the TM-340 was recommended as a good entry level model. The TM-350 is about $2k more, the resolution is the same, and the only benefits are larger ink cartridges, a different catch basket, and slightly faster print times.
• Other Canon options considered were:
  • GP-300 – 36” printer with 6 colors (C,M, Y, Black, and Matte Black plus a fluorescent pink ink for ~$5.5k. Same resolution as the TM-340, same droplet size, same number of nozzles, larger ink cartridges, refillable ink available except for the pink.
  • TX-3200 – 36” printer with 5 colors, refillable ink, same resolution, droplet size, etc. as TM-340, but marketed as a “fine art” printer for $7.5k
  • TX-4600 – 44” recommended by the person at Inkowl, more nozzles, but has 11 color inks so way too many refills to do. $6k roughly, but newer than TX-3200.
• No proposal to change existing fee structure for consumables.

Relevance to Tax Exempt Status: None

Motion: Move to allocate $2,750 from the Equipment Reserve Fund to purchase a Canon TM-340 to replace the HP plotter in Purcellville. Any funds not spent by Feb 28, 2026 will be returned to the Equipment Reserve Fund. and to change the name of account 63245 “MSP HP Plotter” to “MSP Plotter” (if this is necessary), and to increase the budget in account 63245 to $500 from the current $200 in the annual operating budget, and to appoint Jonathan White as the Plotter Steward.

Second: Evin

Vote: Passes by voice vote

NB6: Accountant Agreement (Jim for Treasurer)

Issue: Work agreement for our Accountant
Solution: This agreement will cover State Sales Tax Accounting and Reporting, some standard day to day transaction posting, and creation of our monthly Financial Reports.  Costs for this service are already included in the 2026 Budget.

Relevance to Tax Exempt Status: None

Motion: Move to execute Gadfly Ledgers Bookkeeping Engagement Letter.

Second: Bo

Vote: Passes by voice vote.

NB7:  Waive 7 day to consider NB8:

Second: Jen

Vote: Passes by voice vote.

NB8:Remove all fees until June 1 to evaluate cost of doing so.

Second: Brad

Amendment:  Rescind NB1, have further discussions in the coming month to establish a fee schedule for presentation at the February Board Meeting.

Second: Bo

Vote on Amendment: Passes by voice vote.

Amended motion vote:  Passes by voice vote.

Open Discussion

Explanation of Snack Expenses and UBIT.

Hardware/Software to collect Sales Tax.

Holding queue: Fee table from Bo.

Fee Schedule Meeting Date: February 10th

Brad will not be at the Feb Board meeting

Executive Session

Member Issue

Issue:  Member item

Vote:  Passes by unanimous voice vote.

Adjournment

Meeting adjourned by Evan at x9:xx24

Next Board Meeting will be February 25th.

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