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Attendance: Jim Waldron, Mark Millsap, Bo Wernick, John Carter, Jennifer Chu
Discussed items listed in the Canvas on the #rules-and-bylaws-review channel:
1) (Director/Elections) Process Clarify process to replace a Director should be clarified - does it happen immediately, by what rules etc. Suggest that it is the same as electing a Director class. If the need to elect a new Director is within 90 days of the Annual Membership Meeting, we don't bother until the Annual Meeting.
- Discussed when it should be announced to the membership that a Director has resigned and that a Board seat is vacant.
- Discussed the start and close of the nomination and voting periods.
- Jim will draft language for review at the next committee meeting.
2) (Stewards) Right now in the code of conduct it says "Red tools require additional training or safety briefings delivered by an authorized tool steward, and cannot be used until that additional training is successfully completed." This is at odds with what we actually do in practice. For example, Wyatt teaches Big Red classes, as does Tom Hill, but neither of them are tool stewards.
Director
- Added text to Seciton 4.2 Vacancies of Office of the Bylaws, consistent with what we are currently doing.
- ==> DONE. PROPOSED CHANGE NEEDS TO BE APPROVED BY BOARD
2) (Photos) Update waiver to indicate that members automatically consent to using their photo in the course of makersmiths business.
- ==> The Virginia statute is a little complex. The committee defers to the Board.
- Mark will prepare two reports for the Board to review - one from WA and one from WaiverForever - denoting those who have opted in/out regarding their photo.
3) (BOD voting) - Update the Bylaws to allow "Consent in Lieu" voting by unanimous consent. Directors can sign it through email transmissions and it has the same effect of an action taken at a meeting of the board. Suggestion is that we announce that it was done at the next Board meeting, ensure that the announcement is memorialized in the minutes of the next meeting, and keep the consent among the books and records of the company.
- The current voting process (only during meeting) is fine the way it is.
- ==> DISREGARD
4) (Committees) In Standing Rules, define standing committees vs ad hoc committees
- Added text to Section 5 Committees of the Standing Rules to define Standing Committee and Member Committees.Revised text to read "Red tools require additional training or safety briefings delivered by an authorized tool steward or steward authorized instructor, and cannot be used until that additional training is successfully completed."
- ==> DONE. PROPOSED CHANGE NEEDS TO BE APPROVED BY BOARD
35) (StewardsCommittees) Revise standing rules to add to tool steward responsibilities: work with Scheduling Committee to schedule red tool classes. Updates to Committee and Committee Chairpersons obligations - Standing Rules, Section 5. What should be required from Committees with regard to reporting? Verbal/in writing, monthly? Perhaps requiring a written report quarterly (in specific template to make it less complicated) and oral report at Board meetings is optional?
- The obligations for monthly reporting are already adequately outlined in Section 5 of the Standing Rules.
- ==> DISREGARD
6) (Classes) Address timely submission of reimbursement/honorarium requests
- The treasurer is currently working on drafting policies for review and approval by the BoardJen had made this comment, but feels that this can be handled without making any formal bylaws/standing rules changes.
- ==> DISREGARD
47) (Stewards) Clarify who may of dispose of equipment and how - landfill, metal salvage/recycling, sell off, donate elsewhere, give away to Members
- It is unclear what this issue is about and we don't know who added this item to the Canvas.
- The standing rules and bylaws are already clear regarding how equipment can be disposed of.
- ==> DISREGARD
5) (Membership) Move operational aspects of Membership Types from Bylaws to Standing Rules
- The membership types are fine where they are.
- ==> DISREGARD
6) (Membership) Address Corporate Membership structure, fee flexibility, guest policy, volunteer hours policy - Bylaws 6.3.5 - particularly in light of new Mitre Corporate Membership structure.
Classes) Pre-purchase of class supplies - will Makersmiths front costs of class supplies? Otherwise it's on the instructor to front money which may discourage some Members from teaching. Perhaps a policy on class materials being fronted after registrations are confirmed?
- The treasurer is currently working on drafting policies for review and approval by the Board.
- ==> DISREGARD
8) (Classes) Class fees for members vs non-members - wrote this down but not sure what the issue was.
- The treasurer is currently working on drafting policies for review and approval by the Board.
- ==> DISREGARD
9) (Storage) Amend #9.Storage (in standing rules?)
- Revised text in Section 9 Storage of the Standing Rules.
- ==> DONE. PROPOSED CHANGE NEEDS TO BE APPROVED BY BOARD
10) (Waiver) Insert a clause in Bylaws 6.4. to say that members who haven’t signed a waiver will be subject to suspension immediately
- Revised text in Section 6.4 Admission of Members of the Bylaws.
- ==> DONE.
- Revised Bylaws 6.3.5.1 to read "Corporations pay $5K or more for 10 Members, or with conditions as designated by the Board."
- ==> DONE. PROPOSED CHANGE NEEDS TO BE APPROVED BY BOARD
7) (Membership) Add that members consent to using their photo in the course of makersmith business. Add that all members must submit a recent photo for the member directory.
- Need to undo the checkbox in the waiver form that asks for signer's consent to use their photo.
- Need to add line to the waiver form indicating that by signing the waiver, you consent to allow your photo to be used.
- Need to send out a notice to the general membership about revised waiver. May need to have everyone re-sign the waiver.
- Need to ask lawyer if we need to include language in the bylaws and standing rules.
11) (Formatting/wordsmithing) Nomenclature consistency (site steward vs facility steward)
- Jim will go through both documents and revise for consistency.
12) (Formatting/wordsmithing) Add numbering to Code of Conduct under Standing Rules.
- Jen revised the numbering.
- ==> DONE. PROPOSED CHANGE NEEDS TO BE APPROVED BY BOARD.
Action Items
- Jim will go through both documents and revise nomenclature for consistency (site steward vs facility steward).
- Jim will consolidate all proposed edits to both documents to have a clean set of edits for review at the next committee meeting.
Next meeting - Monday, September 9 at 6 Next meeting - Monday, August 19th at 7 pm at the Leesburg space and virtual