Time and Location:

7pm ET Virtual Meeting https://meet.google.com/cih-ehxi-wbc

Call to Order:

Meeting called to order by (NAME HERE) at (TIME HERE).

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: TITLE (Person Proposing)

Issue: 

Solution: 

Relevance to Tax Exempt Status: 

Motion:

Second: 

Vote: 

CA2: TITLE (Person Proposing)

Issue: 

Solution: 

Relevance to Tax Exempt Status: 

Motion:

Second: 

Vote: 

CA3: TITLE (Person Proposing)

Issue: 

Solution: 

Relevance to Tax Exempt Status: 

Motion:

Second:  

Vote: 

Approval of Prior Minutes

INSERT LINK TO PRIOR MINUTES HERE

Vote:

Officer Reports

Chairperson:

INSERT REPORT HERE

Secretary:

INSERT REPORT HERE

Treasurer:

INSERT REPORT HERE

President:

INSERT REPORT HERE

Committee Reports:

Membership Committee (Ken Fuentecilla)

Marketing Committee (Sally Soles)

Website Committee (Vacant)

Leesburg Facility Committee (John Carter)

Purcellville Facility Committee (Dave Painter)

Scheduling Committee (Jennifer Chu)

Newsletter Committee (Jenna Conn)

IT Committee (Scott Silvers)

Standing Rules Committee (Jennifer Chu)

Finance Committee (Mary Waldron)

Unfinished Business

OB1: TITLE (Person Proposing)

Issue: 

Solution: 

Relevance to Tax Exempt Status: 

Motion: 

Second: 

Vote: 

New Business

NB1: Conflict of Interest (Jim Waldron)

Issue: IRS Requires a formal Conflict of Interest policy.  While we have been dutifully checking the box on the 990 tax form our Conflict of Interest policy does not really meet IRS requirements.  Most of these policies are 10+ pages in length and I believe more than we currently need.  But, we need to prevent the actual or appearance of any benefit to any Director or Officer of Makersmiths.

Our basic problem is to be sure that there is ‘No Appearance’ or ‘Actual’ conflict of interest from our Directors.  We need to perfect the Volunteer status of our Directors. (A Volunteer is someone who does something without expectation of compensation.)

Solution: Make sure that Directors and Officers of the organization are not paid by the organization.

Relevance to Tax Exempt Status: None

Motion: 

Add 4.12.2 to the Bylaws. “Directors and Officers will not receive compensation from Makersmiths.”

OR;

Prepare a Conflict of Interest policy in line with IRS recommendations to be authorized by the board before May 10 (our 990 filing date).

Second: 

Vote: 

NB2: Acceptance of Microsoft Azure Grant (Jim Waldron)

Issue: Microsoft has made available a $2,000.00 grant in the form of Azure services.  We would like to accept this grant as the basis for RAG AI development (under the auspices of the AI and Electronics Slack channels).  In order to have the grant dollars assigned to our account, a credit/debit card needs to be entered to be used to pay for any over-spend.  We do not expect this to happen.  We will set up account monitoring to alert us should we approach the grant limit so that we can shut down the services, if necessary, and accrue no additional charges.  None the less, we must enter a credit/debit card number to get started.

Solution: Allow Makersmiths credit/debit card to be entered for the Azure Grant.

Relevance to Tax Exempt Status: None

Motion: Move that Makersmiths credit/debit card be entered for the Azure Grant.

Second: 

Vote: 

NB3:Questions for a Non-Profit Tax Attorney (Jim Waldron)

Issue: There were 2 responses to our search for a Non-Profit Tax Attorney to help us with our questions.  One (KWC) indicated that this was not really their area of expertise but they could do some non-defensible research for $375.00 an hour. The firm of Simms Showers indicated they would provide ‘specific, written legal advice’ that we could rely on, including a detailed review of our practices. A $2,500.00 retainer is required (which we would have to monitor to avoid going over).  Our list of questions was reviewed prior to them making this estimate.
Simms Showers is the firm recommended by our Legal Attorney.

Solution: Approve $2,500.00 for Non-Profit Tax advice based on our proposed questions.

Relevance to Tax Exempt Status: Non 

Motion: Move to approve $2,500.00 for Non-Profit Tax advice from Simms Showers based on our proposed questions.

Second: 

Vote: 

NB4: Refund for Mike Tomlin (Jim Waldron)

Issue: Mike Tomlin signed up a friend and paid for his first months membership expecting the friend to put in his credit card if he wanted to continue membership.  The friend did not update the credit card and did not avail himself of any member benefits.  This was discovered when Mike determined that he was paying twice each month.

Solution: Refund $1,300.00 to Mike Tomlin.

Relevance to Tax Exempt Status: None

Motion: Move to Refund $1,300.00 to Mike Tomlin.

Second: 

Vote: 

NB5: Approval of 990 (Jim Waldron)

Issue: Filing date: May 10.  The Board needs to review and approve our 2024 990 tax filing.  We need to fix our ‘appearance of conflict of interest’ policy in advance of this approval

Solution: Subject to the Conflict of Interest business item, approve the 2024 990 to be signed by the Chairman of the Board for submission to the IRS.

Relevance to Tax Exempt Status: None

Motion: Move to approve the 2024 990 to be signed by the Chairman of the Board and submitted to the IRS.

Second: 

Vote: 

Open Discussion

Adjournment

Meeting adjourned by NAME at TIME