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Meeting called to order by Evin Grano at xx7:xxpm00pm.

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Motion by xxx to approve prior meeting minutes

Second: Jonathan

Vote:    Passes by voice of directors present. (5 yea 1 abstention)

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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Motion: Move to extend the deadline for  purchase of the DeWalt miter saw for the MSP woodshop to the end of December, 2025.

 Second: Jonathan

Vote: Passed by voice vote.

Officer Reports

Chairperson:

Nothing to report.

Secretary:

Despite requests, some Committee Reports are not being submitted.

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President:

Job for a day went well.

Committee Committee Reports:

Membership Committee (Ken Fuentecilla)

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 Held over from last scheduled meeting.

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Image Removed PDF

Updated reports received received 18 Nov 2525 

Some minor maintenance done.

Purcellville Facility Committee (Dave Painter)

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We are supposed to hear about the Dominion Grand in 'mid November' (nothing yet)

Able to obtain Canva licenses at no charge.

Standing Rules Committee (Jonathan White)

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The Finance Committee did not meet in October.

 Nick L assisted nightly in assembling the budget.

Unfinished Business

 OB1: 

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Motion: Move to allocate $350 from "10201 Equipment Reserve" to the newly created Frame Shop Improvements Project, to improve lighting in the Frame Shop.  Monies to be spent by the stewards before 03/30/2026.Second: 

Vote: 

Proposed Amendment:  Monies to be spent by 12/31/20262025.

NB2:  Reimbursement for Adam McClintock (Squirrl) for foodstuffs expenses

Second for the amendment: None

Vote: Amendment fails for lack of second.

Second: Jen

Vote: Passes by voice vote. (Johathan W abstains for conflict of interest.)

NB2:  Reimbursement for Adam McClintock (Squirrl) for foodstuffs expenses(Jim for treasurer)

 Issue: Adam McClintock (Squirrl)  Issue: Adam McClintock (Squirrl) provided food at the Oct 11 Members Market for Makersmiths volunteers/members.  Squirrl was not expecting reimbursement so he didn't keep receipts.  He reconstructed his costs based on his bank records. His cost was $162 and he was tipped $37 dollars leaving a balance of $125.

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Relevance to Tax Exempt Status:  None

Motion: Moves Move to accept Adam McClintock's email as his invoice and authorize reimbursement to him in the amount of $125 for the food he cooked for members at the Member Market event at our Purcellville location on Oct 11th.

Second:  Brad

Vote: Passes by Voice vote.

NB3: 3 month Complimentary Membership for Bookkeeper (Jim for Treasurer)

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Motion: Move to approve a 3-month Complimentary membership be extended to the Bookkeeper.

Second:  Jen

Vote: Passes by Voice vote.

NB4NB4: MSP Wood Shop Budget reallocation(Jim for Dave P)

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$1000 to woodshop maintenance
$500 to metal shop maintenance
$4000 to facility maintenance

Second:  Jonathan

Vote: Passes by Voice Vote.

NB5: Reallocation of MS-P

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Approved Project funds (Jim for Dave Painter)

 Issue: Several projects that were slated for earlier this year were completed for less than projected or determined not needed. Dave Painter (MS-P Facility Steward) would like to reallocate unspent Facilities budget to some new and more pressing items.

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Relevance to Tax Exempt Status: None

Motion: Move to reallocate approve new needs from the MS-P Facility unused budget to the following itemsApproved Projects budget: 

HVAC lower building - $3,800.  Purchase new split units to replace the current non-functional unit.

Replace 21 light fixtures - $2,300.  Purchase replacement LED light fixtures to replace current non-functional (and obsolete) fixtures.

Second: Jonathan

Vote:

NB6: Slack Use, Data Privacy and Retention (Jonathan White)

 Issue: Makersmiths needs to clarify use and monitoring of our electronic, data, and communication systems.

Solution: Add section 15 to the Standing Rules

Relevance to Tax Exempt Status: None

Motion: Move to adopt new Section 15 to the Standing Rules.

Second: 

Vote:

NB7: Consent in Lieu addition to Bylaws (Jonathan W)

 Issue: The Board would like to be able to conduct business by email for some corporation business.

Solution: Add Section 4.11 to the Bylaws allowing per Virginia Code §13.1-865 business to be conducted outside of Board Meetings but only in the case where the vote for any motion is unanimous (all Directors in favor).

Amendment by Jonathan :  Remove, HVAC lower building - $3,800.  Purchase new split units to replace the current non-functional unit.

Second: Evin

Motion becomes:

Motion: Move to approve new needs from the MS-P Facility Approved Projects budget:  Replace 21 light fixtures - $2,300.  Purchase replacement LED light fixtures to replace current non-functional (and obsolete) fixtures.

Vote to amendment:  Passes by voice vote (1 nay)

Vote: Passes by voice vote.

NB6: Slack Use, Data Privacy and Retention (Jonathan White)

 Issue: Makersmiths needs to clarify use and monitoring of our electronic, data, and communication systems.

Solution: Add section 15 to the Standing Rules

Relevance to Tax Exempt Status: None

Motion: Move to adopt and include section 4.11 in the Makersmith Bylawsnew Section 15 to the Standing Rules.

Second:  Jim

Vote: Passes by voice vote.

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NB7: Consent in Lieu addition to Bylaws (Jonathan W)

 Issue: The Ceramics department has only 1 functioning kiln (L&L) and the number of regular users continues to grow. This L&L kiln is quite old and is showing wear with regular breakdowns. It is also designed for cone 6 maximum, and running high fire glazes at this temp is putting additional load on the components. The small kiln (Bartlett) has very limited volume and is primarily good for test firing. The manual kiln is in poor condition and cannot be run reliably or unattended. The backlog of pieces is exceeding the current kiln schedule, forcing users to wait or take their pieces elsewhere. With adding red tool classes and multi-session classes, this need will grow even more.

Solution:Approve funding to purchase a new kiln. This new kiln will provide the ability for Makersmiths to fire twice as many pieces, it will reduce the time commitment of volunteers for firing cycles, and ensure outages of the L&L kiln don't cause a shutdown of the studio. Suggested kiln options and infrastructure are attached for reference.

Relevance to Tax Exempt Status: None

Motion: Move to allocate $7200 from "10201 Equipment Reserve" to a new project budget for a Kiln and minor upgrade needs for ventilation and shipping. Money is to be spent before 3/31/2025 and return any unspent funds to the Equipment reserve fund.

Second: 

Vote:

Open Discussion

Regarding advice from our Non-Profit Tax Attorney.

Executive Session

Regarding advice from our Non-Profit Tax Attorney.

Adjournment

Board would like to be able to conduct business by email for some corporation business.

Solution: Add Section 4.11 to the Bylaws allowing per Virginia Code §13.1-865 business to be conducted outside of Board Meetings but only in the case where the vote for any motion is unanimous (all Directors in favor).

Relevance to Tax Exempt Status: None

Motion: Move to adopt and include section 4.11 in the Makersmith Bylaws.

Second: Jim

Vote: Passes by Voice Vote.

NB8: New Kiln for Ceramics (Bo W)

 Issue: The Ceramics department has only 1 functioning kiln (L&L) and the number of regular users continues to grow. This L&L kiln is quite old and is showing wear with regular breakdowns. It is also designed for cone 6 maximum, and running high fire glazes at this temp is putting additional load on the components. The small kiln (Bartlett) has very limited volume and is primarily good for test firing. The manual kiln is in poor condition and cannot be run reliably or unattended. The backlog of pieces is exceeding the current kiln schedule, forcing users to wait or take their pieces elsewhere. With adding red tool classes and multi-session classes, this need will grow even more.

Solution:Approve funding to purchase a new kiln. This new kiln will provide the ability for Makersmiths to fire twice as many pieces, it will reduce the time commitment of volunteers for firing cycles, and ensure outages of the L&L kiln don't cause a shutdown of the studio. Suggested kiln options and infrastructure are attached for reference.

Relevance to Tax Exempt Status: None

Motion: Move to allocate $7200 from "10201 Equipment Reserve" to a new project budget for a Kiln and minor upgrade needs for ventilation and shipping. Money is to be spent before 3/31/2025 and return any unspent funds to the Equipment reserve fund.

Second: Jen

Amendment change money to be spend date:  Amend motion to:  Move to allocate $7200 from "10201 Equipment Reserve" to a new project budget for a Kiln and minor upgrade needs for ventilation and shipping. Money is to be spent before 3/31/2026 and return any unspent funds to the Equipment reserve fund.

Vote on amendment second: Johathan

Vote on amendment: carries by Voice vote (1 nay)

Vote: vote fails by voice vote.

Director missing 3 meetings in a row Scott Silvers

Bylaws 2.2.2

Open Discussion

Regarding advice from our Non-Profit Tax Attorney.

Executive Session

Regarding advice from our Non-Profit Tax Attorney and the bill overage.

Move to waive 7 day

second: Jim

Vote:  Passes by voice vote

Move to pay today $810.40 to SimmsShowers reluctantly.

Second: Bo

Vote:  Passes by voice vote (1 nay)

Adjournment

Meeting adjourned by Evan at 9:25  Passed by voice vote (1 nay)Meeting adjourned by Evan at x:xx