Time and Location:

February 27, 2019 at 7:00PM at 106 Royal Street NE, Leesburg, VA

Consent Agenda

Newly proposed agenda items appear in the consent agenda. Any member present at the meeting may pull an item out of the consent agenda for discussion, at which point it goes under "New Business". If nobody objects to the solutions presented by the consent agenda, everything in the consent agenda passes by consensus. Items that have more than one proposed solution should be moved to the "New Business" section.

Any member may edit this wiki page and place an item on the agenda. However, discussion of agenda items should be done via Slack. The cut-off time for addition to or revision of the consent agenda items is 48 hours prior to the meeting. Please note, agenda items (Consent, New, or Old) that request spending $250 or more must include a section on "Relevance to our tax exempt purpose".

CA1 Insurance Renewal (Mark R Millsap)

Problem: Do we need insurance?  Who needs stinking insurance?  We don't have anything going on here that we need insurance for right? <smile>   Insurance is coming up for renewal in about 60 days and insurance broker is asking if we need to review or just renew.

Solution:  Renew insurance

Relevance to our tax exempt status:  Unknown

Motion:   Motion to have Treasurer review current insurance policies and pay renewal fees if no changes are necessary.

CA2 Intellectual Property Matters (Mark R Millsap on behalf of Diane Painter and Jim Cottone)

Problem:  Murky 'shop rights' as to whom would own the rights to intellectual works developed at Makersmiths.  

Solution:  Clarify Makersmiths policy and practices by incorporating the following statement:  "Makersmiths and it's officers and agents acknowledge that valuable intellectual property rights may be created by persons using its facilities, and disclaims any and all rights to that intellectual property."

Relevance to our tax exempt status:  Unknown

Motion:  I motion that the following statement be added to Makersmiths policies and practices: "Makersmiths and it's officers and agents acknowledge that valuable intellectual property rights may be created by persons using its facilities, and disclaims any and all rights to that intellectual property."

CA3 Intellectual Property Matters (Mark R Millsap on behalf of Diane Painter and Jim Cottone)

Problem: Murky 'co-inventors' rights when collaborating on a matter or project at Makersmiths

Solution: Clarify ownership of intellectual property rights on matters or projects when collaborating on same at Makersmiths.  Makersmiths should encourage such clarification by offering the following as a recommended practice: Makersmiths recommends that Intellectual property rights be clarified and memorialized in writing by persons working together at its facilities so as to clearly distinguish between the project creator (the owner) and persons who merely assist in routine work (the helpers) to advance the project.

Relevance to our tax exempt status: Unknown

Motion:  I motion that the following statement be added to Makersmiths policy and practices: "Makersmiths recommends that Intellectual property rights be clarified and memorialized in writing by persons working together at its facilities so as to clearly distinguish between the project creator (the owner) and persons who merely assist in routine work (the helpers) to advance the project."

CA4 Change in Policy and Procedure for Elevating An Associate Member to Full Member  (Mark R Millsap)

Problem:  Growth of the organization is making the present policy and procedure for elevating an Associate Member to Full Member unwieldy.

Solution: Have vote for elevating a member delegated from all members present at monthly membership meetings to majority vote of Makersmiths Board of Directors

Relevance to our tax exempt status: Unknown

Motion: I motion that Makersmiths policy and procedure for elevating an Associate Member to Full Membership be delegated to Makersmiths Board of Directors

CA5 WildApricot is imposing a new payment gateway fee (Mark R Millsap)

Problem:  WildApricot is imposing a new payment gateway fee of approximately $35 / month on top of the $160 / month we pay now.  Alternatively, we can switch to WildApricot branded payment gateway to avoid the fee altogether.  Downside to switch is that it may require everyone to reenter their credit card info and a certain percentage of folks may not complete the process and we will lose that member.  If we lose two Associate members and one Full member, that will effectively cost us $200 / month vs $35 / month new fee.

Solution:  Long term it makes sense to make switch to WA branded payment gateway as it will eventually be less expensive and will likely be better supported and have fewer bugs (like invoice numbers not quite being in sync between Quickbooks and WA).

Relevance to our tax exempt status: Unknown

Motion:  I motion that the Treasurer formulate policy and requirements to have all members enter a credit cards number for membership dues payments and other Makersmiths fees such as class fees, or merchandise purchases.  Further that the new policy be implemented prior to 07/01/2019.

CA6 Description (Submitter's @name)

Problem:

Solution:

Relevance to our tax exempt status:

Motion:

Prior minutes

2019-01-30 Meeting of the Board of the Directors - Agenda/Minutes

Officer Reports:

Chairman

Secretary

Treasurer

Financial Statement

Member Reports:

President's Report:

In June of 2019, it will be four years that I've held the position of President of Makersmiths Inc.   I wish to relinquish the position come June and want to work with the Board and general membership on plan for making a transition.

Committee Reports:

New Member Orientation Committee (Chairperson John Dubelko)

Membership Committee (Vacant)

Social Outreach Committee:  (Chairperson Jessee Maloney)

Leesburg Facility Committee (Chairperson Brad Hess)

Purcellville Facility Committee (Chairperson Tom Hill)

Scheduling Committee (Chairperson John Dubelko)

Special Projects Committee (Chairperson Mike Werling)

Old Business:

OB1 Description (Submitter's @name)

Problem:

Solution:

Relevance to our tax exempt status:

Proposed Motion:

OB2  Description (Submitter's @name)

Problem:

Solution:

Relevance to our tax exempt status:

Proposed Motion:

OB3 Description (Submitter's @name)

Problem:

Solution:

Relevance to our tax exempt status:

Proposed Motion:

New Business:

NB1 Associate to Full Member Elevation (Mark R Millsap)

Problem: Not enough good Full Members.

Solution:  Elevate good Associate Members willing to become good Full Members

Relevance to our tax exempt status: Unknown

Proposed Motion:  I motion that the following persons be elevated to be Full Members of Makersmiths, Inc.: 

Justin Shippee

Bob Ragsdale 

NB2 Clarification of Policy Regarding Minors (Mark R Millsap)

Problem:  The policy regarding minors in Makersmiths space is not well qualified or understood.  A few weeks ago we had the Manager of Makersmiths-Purcellville admonish a parent for allowing his child to attend resin river class without the parent being in attendance.  The KidWind program is being conducted without the attendance of all the parents at all times seemingly without issue.  A week long summer camp is being planned and it is not contemplated to require all parents to be in attendance at all times.

There is Rule #11 of the Code of Conduct, but there seems to be grey areas such as "they can only use equipment that they have been certified on, and then must follow any and all minor supervision rules required for that equipment." question of minor certification process and minor supervision rules.  In addition, why the use of the word 'and' in the following phrase: "permission from a trustee and a parent/guardian in advance."  What qualifies as 'permission'?  What form does it need to take?  Does it need to be written?  

In addition, is the last sentence "Said responsible adult assumes all responsibility for the actions and safety of said minor." in conflict with the Makersmiths Waiver of Liability?

And finally, the Board has never addressed nor formally adopted the Draft Abuse Prevention Policy and Procedures.  It's high time we did.

Solution:  Seek clarification of policy with benefit of legal council to craft an overarching Policy Regarding Minors and Abuse Prevention, and set a goal to have a policy in place by June 2019

Relevance to our tax exempt status: Unknown

Proposed Motion:  I motion that a Board sub-committee of three led by the Secretary be elected to formulate Policy Regarding Minors and Abuse Prevention and return draft policy for Board vote by June 2019 board meeting.

NB3 Long Term Status of Facilities (Lease Extension(s) and / or Purchase of Facilities)  (Mark R Millsap)

Problem:  Lease for Makersmiths-Leesburg is slated to expire June of 2020, which leaves a little less than 17 months to examine our longer term options, formulate a plan and put that plan into place.   Without a long term plan, it's problematic to continue to make plans for, and continue to put improvements such as HVAC upgrades or dust collection system, into place.

Solution:   Form a committee to examine options and then make a report to the Board for their consideration and direction.  Once options are known, and prioritized by the Board, formulate a plan, and begin negotiations to execute on the plan with Board consent. 

Relevance to our tax exempt status:  Unknown

Proposed Motion:  I propose a Long-Term Facilities Plan Committee be formed for purposes of formulating long term options (3 to 10 year time frame) for Makersmiths facilities, with particular focus on Makersmiths-Leesburg.  Further, I nominate Pat Scannell as initial committee member and direct him, with Board consent, to recruit at least two, but no more than four, other Full Members to serve on said committee.  Committee is to issue written report and give presentation on long term options for Makersmiths facilities at June Board of Directors Meeting.

NB4 Description (Submitter's @name)

Problem:

Solution:

Relevance to our tax exempt status:

Proposed Motion:

NB5 Description (Submitter's @name)

Problem:

Solution:

Relevance to our tax exempt status:

Proposed Motion:

Adjournment

Minutes: 

Action Items:

Approved Spending Tracking: