Time and Location:

7pm ET Virtual Meeting https://meet.google.com/ica-fdvh-jje

Call to Order:

Meeting called to order by Jonathan White at 7:03pm.

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.   The cut-off time for addition to or revision of a Consent Agenda motion is 48 hours prior to the meeting. Any motion that requests spending $250 or more must include a section on "Relevance to our tax exempt purpose".

None

Approval of Prior Minutes

2022-11-30 Meeting of the Board of Directors

Vote:  Motion carries by voice vote

2022-12-08 Special Meeting of the Board of Directors

Vote:  Motion carries by voice vote

Officer Reports

Chairperson:

None

Secretary:

None

Treasurer:

Committee Reports:

Membership Committee (Jen Barlev)

Marketing Committee (Jason Gilligan)

Website Committee (Maggie Toth)

Leesburg Facility Committee (Jessee Maloney)

Purcellville Facility Committee (Tom Hill)

Scheduling Committee (Jennifer Chu)

Newsletter Committee (Melissa Kowalski)

IT Committee (Scott Silvers)

Video Committee (Squirrl McClintock)

Custom Frame Shop Committee (Open)

Maintenance Committee (Dave Painter)

STEM Committee (Daine Painter)

Unfinished Business

None

New Business

NB1: Date Adjustment for Complimentary Membership (Beverly Murdock)

Issue:  The Board previously approved a complimentary membership for Jake Holdridge, who will be contributing skills as an electrician.  Membership was not able to be activated until now.

Solution:  Change the complimentary membership from what was previously October 26, 2022 through February 22, 2023 to run until March 29, 2023. 

Relevance to Tax Exempt Status:  None

Motion:  

a) Move to waive 7 day notice for the Complimentary Membership agenda item.

Vote: Motion carries by voice vote

b) Move to approve Jake Holdridge as a Complimentary Member from activation through March 29, 2023, at which point the membership will be evaluated for potential renewal at the March 2023 Board Meeting.

Vote: Motion carries by voice vote

NB2: Operating and Capital Budgets (Beverly Murdock)

Issue:  The 2023 Budget is still a work in progress, in particular for capital expenses.  The Treasurer has prepared an operating budget and recommendations for how to proceed on the capital budget.

Solution:  In order to not disrupt operations, I recommend approval of a 2023 Operating Budget based largely on the 2022 budget and actuals.  The Board can then consider periodic (suggest quarterly) reviews for capital expenses, the first of which would occur at the February 2023 board meeting (to allow time for planning and prioritization).  Adjustments to the operating budget can also be evaluated on a similar cadence.  At the February board meeting, set aside 30 mins to decide on one capital improvement/ machine purchase from each facility. The breakout of time is 15 mins each to Leesburg and Purcellville. The facility managers will have 5 mins to pitch the project to the board. They can delegate to a shop steward. The board will have 5 mins for discussion and 5 mins for motions and voting. The presentation should answer basic questions like why the facility needs this project, cost/revenue projections (identifying revenue that is new/incremental to current revenues), and timeframe. Note: there purposely will not be much time for discussion. The Board and facility managers are encouraged to get together before the meeting to get detailed questions answered. If the project is approved, final contract ratifications will be presented to the Board for approval at the next meeting, if not already part of the presentation.

Relevance to Tax Exempt Status:  None

Motion:

a) Move to waive 7 day notice for the Operating Budget agenda item.

Vote: Motion carries by voice vote

b) Move to approve the 2023 Operating Budget as prepared and submitted by the Treasurer.

Vote: Motion carries by voice vote

c) Move to adopt a quarterly review and approval cadence for capital expenses consistent with the solution described in the agenda item, with the first such session to occur at the February 2023 Board meeting, and every 3rd meeting thereafter. 

Move to amend the motion as follows:  Move to have a report by Dave Painter on March 15, 2023 on current status of equipment and recommendations for remaining year on related capital expenditures, and to consider other new expenditures subsequent to Board review of that report.

Vote:  Motion as amended carries by voice vote

Open Discussion

Adjournment

Meeting adjourned by Jonathan White at 7:51pm