Meeting Notes/20131109

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Member Meeting Nov 9th


  • Permanent raising of membership dues
  * Possible incentives for reducing dues
     * Referral bonuses
     * Chores list work
  • C1 fund raising
  • Use of spending for investment shares
  * Discussed in a thread here


  • There are no current deferred items


  • Finances Options to Increase Hackerspace Revenue
  * Options presented here
  • OA Amendments
  * List of proposed amendments here
  • Executive Director Vote
  * Candidates Danny Miller, Yama Ploskonka, & Gardner Williams
  * Q&A with the candidates

Roll Call

25 attendees, 28 Majority, Quorum 18, total members 54

Budget reporting summary: Member dues are 95% of income if permanent investments are included We are using accrual accounting, we account when invoicing, not receiving payment. keep in mind: We are halfway through Q4, so it doesn't compare directly November to October we lost ~13 members, we need to go up to 204 members or so

q: For some investors the equity is above their share value, in others it is below...

  how do shares affect equity?

a: Equity is not equal to shares. Equity is the total amount of money you put into the company minus any payments the company makes to you. This is adjusted. Shares are trapped seperately. Risks/liabilities/guarantees are also independent. Past losses do reduce equity.

q: Will this be on the wiki a: Yes, it will be there

point: Not all shares were purchased at the same time, older shares have been exposed to greater profit/loss which has affected equity.

Regarding investments, shares, and guarantees Equity is not equivalent to shares, these are discrete Payments to and from the company affect equity, including dues, fees, physical items

  • See Mert's report for further details*

Disussion: How to increase our finances...

Chris taking the lead on this topic. Selling individual items, as part of a fundraiser can provide burst income. Another option is to sell the rights to something - similar to the NPR drive Memorial chairs or items, good way to recognize contributions. Blackstar Coop has that in... the bathroom?

Getting these three rooms we built decked out with a fundraising item might receive commemoration well.

Members or patrons are welcome to start up committees or interest groups to raise money. EG: Support your local make-n-bake - gathering on the 16th to plan See Michelle and Mandie on this planning item.

The larger item we are moving to: D shares. these investments might not have interest

Technically, the board can create a C2 share option that would This would mean equity accounts for multiple members $8 per person have been used for investors... we used certified mail just to update the shareholders, so small $10 investors may be more of an expense than a support. In combination

With C2s or Ds we might be able to establish shares without votes point: We really need to speak to a securities lawyer

Fundraising committee might need to take this up Director of finance will need to attend to investigate the options. point of order: This has been a week to discuss. We can't put a proposal out

There is an OA amendment that discusses D shares as a votable item D would actually alter the OA and insert a new class. point: C share with a number following it is within the OA, we can define those terms We should investigate what the bounds of C shares are

C1: 21,000 initial buildout, cap of 50,000

q: Is it still an option to track these in capital contributions accounts a: The $1000 minimum investment was set by our Treasurer and we cannot change terms

q: New C rounds can be created, why not create C2 as a savings account to a C1? a: Typically the terms of later investmentment cannot modify an established share offering, as long as the series is not in any way modified we can create shareholding for investment. Bookkeeping for this may be prohibitive?

q to vitorio: would there be any benefit to starting up an account toward a C1 For accounting purposes this may need to be locked into a particular calendar year.

Shares can be assigned by the board, but we do need a discussion of the time investment of members, and the tax burden on the space. We need this information before voting on it.

It sounds like we need a more concrete proposal before consideration

Motion to table the D share modification: seconded. We will not yet vote on a class D share. Stricken from the Helios vote.

request: Set a time for a finance committee meeting.


Buildout discusion - Working, when does it happen?

Work events: We have one tomorrow Please put it on the calendar

Contractors: Are they done? Yes.

How could we do donations? Wall of donation perhaps, could we do this? Shiny metal stuff on the laser would be purty

  • end of streaming video #1*

There are a large number of start-ups that would write off advertising in the space Little caesars and taco hot are logical patrons for this...

Furnishings Texas facilities commissions have several options for stackable chairs and rolling chairs

q: What happened to the furniture budget a: dissolve those funds, as with all budgets

An uncapped group of people for Dec 10th 30 people plus a wait list showed up for tech shop. If we could at the very least have coworking up and running for that visit we have good options Capital factory might price these people out, and we're offering a shop. So we can really market to those people if it's ready

Paint budget will be $200 to $250 for coworking and classroom About $800 for the flooring

Stack chairs will see primary use for classrooms 20 stack chairs Rolling chairs for the cubicles might be a good buy 10 rolling chairs for cubes Chad will take this on

q: If we can do one room or the other today, which do we do? a: We do the classroom. It's cheaper and we have a near-term goal

Mandie will set up a chart with goals for this In two weeks we need the classroom done By Dec 10th we would like to get the coworking done for the Capitol Factory

We need to bring up coworking We will discuss this during the board meeting after this meeting. objections: Choose a realistic goal if possible: We could have the carpet laid in a day and the walls painted in a day. We could set a Jan 1st we guarantee a space - that may be a realistic date. This is fully contingent on people coming to help We need more assistance, if you have time show up.

suggestion: please post this in a place where RSVPs are visible to encourage the bandwagon effect

As a coop: you can hit other coops for assistance Most coops are 'faux ops' or other kinds of entities. Official Texas LLC coops are quite rare. So, go hit up your peers


Our OA needs a series of amendments. Discussing them one by one we will ammend these on the corresponding agenda page

q: The company is everyone

Amendment #1: Clarified to 'approvement of investment shares' this is effectively how it operated before

Amendment #2 No significant discussion. Ok, let’s move on.

Amendment #3:

We do hope that all the board members won’t be re-elected simultaneously. There is legacy to consider. We should probably arrange staggered terms, two groups (one July and one nov)

point of order: much of this does not need to put into the OA, much of this can be put into

There may be a six month learning curve to each of these positions - one year is too short We may decide on our candidates differently - and we need to make sure those directors are qualified.

q: would this affect current terms? a: No, this would not affect current terms. As presented it is not retroactive

comment: Your position is to serve the membership, gratis comment: If you extend terms indefinitely you are shutting out options, a year is plenty of time. comment: Wouldn't it be preferable to leave the OA as 'a fixed term codified by existing policy'

All of these amendments will be yes/no

Amendment #4:

This seems extraneous based on the 2nd amendment

proposal - table the motion Motion tabled

Amendment #5 & #6

Since there is no appointment for an Executive Director

Amendment #7 Without this policy change, any director can say no

Amendment #8 Board and B share meetings will become consistent and require 24 hour notice OA defines a section with 'action without meeting'

Amendment #9 tables earlier in the meeting

Motion to table this discussion until completion of executive director discussion. Approved by near-unanimity

  • resumption of video streaming*

Executive Director

I'm not taking notes on this

I'll let ED candidates speak for themselves

Resumption of the OA amendments

Amendment #10 We will set the membership indoctrination policy elsewhere No significant concerns.

Amendment #11 Our policy was to have 50% (simple majority) requirement, but the OA says 50% of all members (absolute majority) This codifies the majority system we have used to date

side conversation: Logically speaking any vote submitted that is not a yes is equivalent to a no. We only account ‘yae’ or yes toward majority, any other response is a ‘non-yes’ and therefore equivalent. Just vote no.

Amendment #12 The intent of the section was 'remote ballot', strike proxy replace with this wording. No disagreement, using ‘proxy’ implies you can delegate the right to vote and this we explicitly do not want.

Amendment #13 Thirteen and fourteen go together

This is replacing quorum with a definition as a requirement for quorum

Discussion of this amendment process Our lawyers said we don't need to meet with lawyers to make amendments. There are some things that should be taken to a lawyer.

We will put out to a vote whether the lawyers should be involved to vet these changes.

Quarterly Board Meeting

We all agreed on a few things as policy, but wanted to make official

1- require two or more board members to have a conversation with our lawyers 2- A director cannot sign off on their own paperwork, cannot represent both parties in any contract EG hosting agreement for an item, you can sign off as

Any occassions in which this has occurred need to be addressed

3- Change the listing of the ADT security policy to change primary contact to the business Tim: This may or may not be possible If this is not possible, the primary contact should

q: Are we going to pay a premium for this change? a: No, and as far as the contract is concerned w/ ADT, Martin is owner There is no way to set up multiple owners - confirmed by ADT

Vote: endeavor to change primary account holder logical positions. Is this facilities or Executive Director Primary point of contact for the alarm system is Facilities All board members should have access to owner account


1) Acceptance of liability for valuable item 2) Allocation of space


A policy to be fleshed and approved by membership

Lead on this: Tim of the Facilities

What is the footprint

If the object exceeds the value liability OR space footprint guidelines it requires approval. Otherwise, it does not.

Board can allocate up to one storage pallet: Under 4x4x4 - 64 cubic feet

Facilities specifically has permission to The greater of: one week or the next meeting Further, there should be a temporary

Any existing interest group or individual with previously allocated space can allocate their space for hosting of the tool.

-- There may be a need for yearly independent audits Let's have a look at an individual audit before we decide to do this yearly If we are not doing something we need to know this. On the other hand, our accountants should be reporting the facts accurately already and we need a reason to question that.

Let's get a resolution on the existing call for audit before serial audits


Re-issuance of credit cards under the corporate name -not a line of credit granted by a single director

$50 in the OA is the spending limit for an individual board member

Vote: to issue if possible under corporate name a credit line available to board members This spending to be restricted by the OA


Coworking prices

Amend these:

A) $350 - Cube month-to-month, no contract. $300 - with autopay $300 - Cube with 12 month contract. 1st & last month required. $250 - with autopay and 12 month contract. 1st & last month required. $225 - $2700 total - Year paid in full up front These all require membership, so no commitment $425/mo member+cowork

When is the cutoff for the $150 rate: This rate is available on a term up 6 months The offer is good through the end of 2013 You must be a current member

If you are paying for coworking, you have 4 hour blocks per month free, per contract This time may be scheduled in 30 minute to two hour blocks Classes always take priority over coworking This is a right of exclusivity, and there is no exclusion of use of the space in general

Another option: rental of the space

We have a room/schedule system Auto bay, classroom, etc can be used as a permission system This could be subject to change, because classes are a priority


Extension of the OA votes


Call a thon

Mandie and Clio asked for access email and phone lists of B share joinders Private member information must be taken to the membership

This information being private, we cannot divulge that or use this information without permission.


Board meetings:

By the 7th of each month, the board will decide what day they will meet for their one monthly meeting


Bank of America costs us over $100 per month in bank fees Per Martin, this could disrupt autopay, and the fees will be about the same elsewhere. Per Tim, Matt - this is not the case and irrelevant Most people should not notice this

Hopefully we could save money and find someone we like better as a business. Credit unions are usually much cheaper and should save money.

Tabled until we can talk to Martin


Interest Groups

We already have tacit approval of that We reviewed this addition to policy

Chris and I will get in touch with all the known interest groups we can


As part of the new member orientation

The tools resource page is badly outdated Tim will take this up