Time and Location:

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

Call to Order:

Meeting called to order by Jonathan White at 7:07 PM

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: Appoint Stained Glass co-steward (Scott Silvers)

Issue:  Ken Fuentecilla would like assistance with the Stained Glass shop at Purcellville

Solution: Appoint Glenda Skelley as co-steward for the Stained Glass shop.

Relevance to Tax Exempt Status: None

Motion:  Move to appoint Glenda Skelley as co-steward of the Stained Glass shop.

Second:  Jen Chu  

Vote:  Motion Carries By Voice Vote

Approval of Prior Minutes

Move to approve the minutes of the 04/30/25 Meeting of the BoD.

2025-04-30 Meeting of the Board of Directors

Second: Scott Silvers

Vote: Motion Carries By Voice Vote

Officer Reports

Chairperson:

Secretary:

Election is ongoing, closing at the beginning of the Annual Meeting of the Membership next Wednesday, June 4th  We have reached quorum.  As of 5/28, 195 members have opened the email from OpaVote, 115 people have clicked the link to the ballot and 111 have voted.  4 emails bounced back, 1 is no longer a valid address, Ken is trying alternate methods of contacting the member, 3 have blocked emails from OpaVote, one has been given a code to vote. 

Treasurer:

President:

INSERT REPORT HERE

Committee Reports:

Membership Committee (Ken Fuentecilla)

Marketing Committee (Vacant)

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)

No meeting in May.

Finance Committee (Mary Waldron)

No meeting this month.

Unfinished Business

OB1: TITLE (Person Proposing)

Issue: 

Solution: 

Relevance to Tax Exempt Status: 

Motion: 

Second: 

Vote: 

New Business

NB1: Dissolve the Website Committee (Scott Silvers)

Issue: As Secretary, it is my duty to inform the board that the Website Committee is inactive, having not met in over a year and has been without a chair for several months.  Updates to the website are being handled by on an ad-hoc basis by a handful of approved administrators

Solution:  Dissolve the Website Committee.

Relevance to Tax Exempt Status:  None

Motion:  Move to dissolve the Website Committee and archive its wiki page with other defunct committees

Second: 

Vote: 

NB2: Grant Administrator (Jim Waldron)

Issue: To coordinate execution of Grant Applications and assure proper use of grant funding we need an individual Grant Administrator for each grant

Solution: For each grant. the Grant Committee will appoint a Grant Administrator with the following duties:

Assemble Grant Materials
Wordsmith Application
Draw in others as needed
Determine Budgets and work with the Treasurer
Coordinate with Grant Committee at each meeting:
           Progress
           Needs
            Submission Timeline
Put together asset disposition directives
Advise on Grant Acceptance / Rejection
Postmortem on Rejection with reasons why rejected – improve the Grant Template
Execute on Grant Acceptance
Insure periodic disbursements (if any) and periodic performance reporting.
Capture Grant information (Text, Pictures) to be used in the Marketing effort.
Continuing follow-up with Granting Organization after completion
Controls disposition of funds and assets during and after Grant completion.

Relevance to Tax Exempt Status: None

Motion:  Move to add Section 8.4 to the Standing Rules as follows:
8.4 For each grant. the Grant Committee will appoint a Grant Administrator with the following duties:
           Assemble Grant Materials
           Wordsmith the Application
           Draw in others as needed
           Determine Budgets and work with the Treasurer
           Coordinate with the Grant Committee at each meeting
            Progress, Needs, and for Submission Timeline
           Put together asset disposition directives
           Advise on Grant Acceptance / Rejection
           Postmortem on Rejection with reasons why rejected – improve the Grant Template
           Execute on Grant Acceptance
           Insure periodic disbursements (if any) and periodic performance reporting.
           Capture Grant information (Text, Pictures) to be used in the Marketing effort.
           Continuing follow-up with Granting Organization after completion
           Control disposition of funds and assets during and after Grant completion.

Second: 

Vote: 

NB3: Addition to Bylaws (Brad Hess)

Issue: Currently the way the bylaws are written the treasurer can also be a board member.  This brings up potential conflicts where the treasurer is able to vote on dispersion of funds they control.

Solution: Change the bylaws so that the treasurer cannot be a board member also.

Relevance to Tax Exempt Status: None

Motion: Add new 5.1.7 The Treasurer shall not also be a board member

Second: 

Vote: 

NB4: Independence of Directors and Officers (Brad Hess)

Issue: Makersmiths is a growing and maturing organization.  In years past, the organization was dependent on a relatively small cadre of members to fulfill its Director and Officer positions.  This resulted in multiple occasions of immediate family members serving in D&O roles at the same time.  While Makersmiths has been successful with this and members are presumed to have served faithfully, it gives rise to the question of the independence of the individual officers to the point where the disclosure of such relationships is required within the Form 990, Return of Organization Exempt from Income Tax as a potential conflict of interest. It asks, “Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee?”  Through this question, the IRS seeks to identify the potential for insider transactions that could result in conflict-of-interest situations or the misuse or charitable assets. Family Relationships include certain hierarchical and lateral relationships. The family of a trustee, director, officer, or key employee includes a spouse, parents, grandparents, brothers and sisters (whole or half blood siblings), children (natural and adopted),  grandchildren, great-grandchildren, spouses of siblings, children, grandchildren, and great-grandchildren. Business Relationships include an employment relationship, a business transaction outside of the ordinary course of business above $10,000 in the
aggregate during the tax year, or common ownership greater than 10% in the same business or investment entity. See IRS Form 990 Instructions, for a full iteration of each indication of a business relationship. The Form 990 is submitted to the IRS annually and subject to public inspection. Relevance to non-profit status:  Directly implicates the Form 990 which determines the organization’s tax exempt status.

Solution:  Makersmiths’ expanded member base of more than 300 members provides the opportunity for the organization to adopt a policy that ensures the independence of its Directors and Officers and mitigates potential conflicts of interest within its governing body (and the disclosure thereof).

Relevance to Tax Exempt Status: 

Motion: Move to add the following policy to the Makersmiths Bylaws to take effect at the opening of the next Annual Meeting of the Board of Directors and prior to the appointment (or re-appointment) of any Officers and/or newDirectors: “4.1.10 All Directors and Officers shall be independent from one another and as such may not have a familial or business relationship with one another (as defined by the IRS).  No Officer or Director may be appointed if such a relationship exists with a currently serving Officer or Director.  Any such relationship that develops in the course of their term must be disclosed in writing at the earliest opportunity to the Secretary and Chairman to be resolved at the outset of the next official Board meeting prior to any  other business being transacted (be it a special meeting or a regularly scheduled meeting).  Resolution may require the related Director(s) or Officer(s) to be relieved of their duties and vacating their respective positions.  In the event that the potential  conflict is not resolved through a voluntary resignation, then the Board members not part of the conflict shall vote on the removal of one or more specific parties until the conflict has been resolved by a majority of the Directors eligible to vote on the  matter.  In addition, the Treasurer may not have a business or familial relationship with the Bookkeeper

Second: 

Vote: 

NB5: Expand the Board of Directors (Brad Hess)

Issue: We are growing.  Our Board of Directors has remained at 7 since inception yet we have grown from 30 to over 300 members.  Most non-profits include the President and Treasurer as board members.  Our Board currently appoints the Treasurer and the President.

Solution:  The appointed Treasurer and President will become Appointed members of the Board.  Appointed Board members have a vote on the Board of Directors.

Relevance to Tax Exempt Status: None

Motion: Modify section 4.1.2 - change number of directors from seven to nine.
Move to add 4.1.12 to the Bylaws.  The Treasurer and President, as selected and appointed by the Board of Directors become Appointed Directors on the Board of Directors each having 1 vote and serving a term of 1 yr.
Add to 4.1.4  The appointed Treasurer and President will serve as Appointed Directors.

Second: 

Vote: 

NB3: TITLE (Person Proposing)

Issue: 

Solution: 

Relevance to Tax Exempt Status: 

Motion: 

Second: 

Vote: 

NB3: TITLE (Person Proposing)

Issue: 

Solution: 

Relevance to Tax Exempt Status: 

Motion: 

Second: 

Vote: 

Open Discussion

Adjournment

Meeting adjourned by NAME at TIME