2025-1011-29 19 Meeting of the Board of Directors Directors 

Contents

Time and Location: 

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Committee Reports: 

Unfinished Business. 

OB1:

New Business. NB1:

Open Discussion. 

Closed Session. 

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

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Approval of Prior Minutes

2025-109-29 27 Meeting of the Board of Directors

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".

CA1

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: New Stewards for the new CNC Plasma Table

Issue: CNC Plasma Table is now fully functional and needs Stewards

Solution: Appoint Dave Painter, Ian Schue, and James Waldron as CNC Plasma Table Stewards

Relevance to Tax Exempt Status: None

Motion: Appoint Dave Painter, Ian Schue, and James Waldron as CNC Plasma Table Stewards

CA2: New Newsletter Editor (Jim for Diane Painter)

Issue:  We need a new Newsletter Editor

Solution:  Appoint Meaghen Flynn and Editor.

Relevance to Tax Exempt Status:  

Motion: 

Second: 

Vote: 

None

Motion: Move to appoint Meaghen Flynn as the Makersmiths Newsletter Editor.

CA3: Extension to Purchase MS-P Miter Saw (Jim for Dave P)

 Issue: The Purcellville site steward was unable to purchase the deWalt miter saw (for $750) approved by the Board by the end of the new purchases project due date because of the unavailability of the item.  The target saw was out of stock and back ordered.

Solution: Revise the purchase date to the end of December 2025.

Relevance to Tax Exempt Status: None

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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Treasurer:

No meeting was held in October.  Nick Leshock sent 2025 expenses and 2025 budgets to the stewards and requested 2026 budgets from them.  The Treasurer developed the rest of the budget.  Some stewards did not submit budgets and Nick used the 2025 budget and expenses to develop budgets for these shops and sent the budgets to the stewards.  Some stewards included class supplies and emergency repairs into their budgets and these were removed.  The Treasurer informed the stewards that class supplies are paid by class income and emergency repairs are handled by the Emergency Fund or a motion to the Board.  Nick consolidated all budgets into one 2026 Budget that will be presented as a draft at the November Board meeting.

Financials

Member Market Financial Report

Presentation of Proposed 2026 Budget

President:

Job for a day went well.

Committee Reports:

Membership Committee (Ken Fuentecilla)

Marketing Committee (Vacant)

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 Held over from last scheduled meeting.

Updated reports received 18 Nov 2525 

Some minor maintenance done.Image Removed PDFImage Removed PDF

Purcellville Facility Committee (Dave Painter)

Purcellville November 2025 Report
Monthly Update for the Board of Directors.  MSP participated in Purcellville’s Artisan Tour Nov. 8 &9th and we saw an estimated 200 people visit the facility. We had a lot of interest and have already gained at least two new members because of it.

We need to decide what we are going to do about cutting the grass and trimming  for 2026. We have been relying on volunteers to do this work but in all of 2025 members actually cut the grass just twice and the site steward had to do it for the rest of the year.

Roof Leaks – The town council was scheduled to vote on roof repairs at their October meeting but pushed the item off to their Nov.12th meeting. I will attend the meeting to speak for Makersmiths.

The new outfeed table for the table saw is completed and the Formica for the top finally arrived and has been installed. Jim Waldron built cabinets with drawers to fit under the table and store the saws accessories.

Miter saws are reportedly back in stock so we can finally replace the saw that was approved earlier this year. Jim will present a motion later in this meeting to approve its purchase since time has run out on the original approval.
 
To Do List
Replace clear plastic panels on both outside air compressor enclosures.
Install point-of-use water heater for bathroom sink in green room. Not only is this something that has been on the to do list for a long time.
Repair/replace controller on small kiln in ceramics department so it can be used for glass slumping.
Disposal of surplus equipment. We have several pieces of equipment that we no longer need. I propose offering the equipment to members for a week or so and then listing it on Marketplace.
Oliver 18” Band Saw
Delta Unisaw Table Saw
Grizzly wood lathe
Mini wood lathe
Gorton Mill
Old Plasma Table
Miller MIG welder
is also a lot of “stuff” under the outdoor shed that hasn’t been used in quite a while and I can’t think of a use for in the foreseeable future. I plan to separate the metal items and send them to recycling and the rest of the junk will go to the dump.

Upcoming Events
December work day

Scheduling Committee (Jennifer Chu)

Report Received late 18 Nov 2025 

IT Report

Newsletter Committee (Meaghen Flynn - pending)

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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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• Consent in Lieu language
• Moderation of Slack/internal comms clarifications
• Conflict of Interest policy for Directors
• Independent Contractor Agreement
• Volunteer clarification and policy about red tool material
• Updates to requirements for disposal of assets to be communicated to Treasurer

Nothing to propose to the Board yet, but one One or more of the these changes above will likely be brought to the Board at the November this Meeting.

Finance Committee (Mary Waldron)

The Finance Committee did not meet in October.  Work on the 2026 budget is mostly complete.  

Nick L assisted nightly in assembling the budget. 

Unfinished Business

 OB1: 

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Relevance to Tax Exempt Status: 

Motion: 

Second:

Vote:  

New Business

NB1:

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Issue: New Newsletter Editor (Jim for Diane Painter)

Solution: Appoint Meaghen Flynn and Editor.

Relevance to Tax Exempt Status: None

Motion: Move to appoint Meaghen Flynn and the Makersmiths Newsletter Editor.

Second: 

Vote: 

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Frame Shop Lighting (Jonathan W)

 Issue: The Frame Shop at Purcellville is getting used much more and needs better lighting.  The current lighting is a single ceiling mounted LED unit.  There have been multiple solutions suggested, all of which should come in below $350 to accomplish.  Ongoing discussion will be conducted between the Frame Shop Stewards and the Facility Steward execute the best option available within the budget and time frame allocated.

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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: 

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Proposed Amendment:  Monies to be spent by 12/31/2025.

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) 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)

 Issue: The bookkeeper's household membership has not been renewed.  As bookkeeper they need access to the facilities.

Solution:Provide a 3-month Complimentary membership to the Bookkeeper

Relevance to Tax Exempt Status: None

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

Second: Jen

Vote: Passes by Voice vote.

NB4: MSP Wood Shop Budget reallocation(Jim for Dave P)

 Issue: MSP wood shop, Metal Shop, and Facility maintenance are all over budget for 2025

Solution: Wood Shop consumables budget still has budget available

Relevance to Tax Exempt Status: None

Motion: 

Move to transfer  money from the Wood Shop consumables budget to the individual shop budgets as follows;

$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 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.

Solution: MS-P realized some significant savings by using materials left over from other projects and not spending on some items no longer needed.  Some 2025 Project Savings are:
Machine Access Control Boxes $3,900 not needed, $3,900 remains
Repair rotten lumber on the front of the building and installation of a wall/door on the end bay, budgeted $2,900,   $900 spent, $2,000 remains
Replace welding and powdercoat bay doors $1,800.  Not needed at this time (Repairs made with on-hand materials).  $1,800 remains
Improve the Green Room floor $1,400. Not needed at this time.  $1,400 remains
Replace the router table $2,000.  No longer needed (new table donated).  $2,000 remains
Refurbish the table saw one more time $500 (this was the old table saw).  Spent  $70. $430 remains

Dave would like to reallocate some of these funds to replace facility items that require repair or replacement
HVAC lower building - $3,800.  Purchase new split units to replace the current non-functional unit.
Replace 21 light fixtures - $2,300.  Purchase new LED light fixtures to replace current non-functional (and obsolete) fixtures.
The savings or unused funds from projects above more than offset the cost of these initiatives.

Relevance to Tax Exempt Status: None

Motion: Move to approve new needs from the MS-P Facility Approved 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

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.

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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: Jim

Vote: Passes by voice vote.

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

Solution:e.

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).

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

Tax questions ?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)Tax questions ?

Adjournment

Meeting adjourned by Evan at x:xx9:25  Passed by voice vote (1 nay)