Minutes:08 JAN 2014 Board Meeting Agenda

Meeting attendees: Larry W., Tyler W., Martin S., Nate Y., Dana N., Zach W., Josh W.

Meeting starts at: 1910

Meeting ends at: 2120

(15 min) Open For All!

• Martin: Tyler = Automating events, want to meet sometime.

• Martin: Wants to send flyer to his group next month (February), wants to get that done before the end of the month

• Martin: Has a mentor, is interested, but not going to become a member. Willing to donate / sponsor, wants to propose a 'sponsored rate', ie: $15 or $30 p/month. So community members who like the concept can an opportunity to donate.

Martin: Subscribe option at $15 or $30 p/month.

Dana: Confusion over sponsor vs. member

Martin: Separate page?

Martin: Recurring option would be ideal if possible.

Dana: Sounds great, but need to reduce confusion.

Zach: Is this from the perspective of a company, or a person?

Martin: Feels like this is a targeted area that we aren't currently reaching that we could.

Dana: Perhaps try with the person Martin knows, and then apply that information further.

Larry: Mentioned that the sponsorship is for an "unrestricted donation". Steering away from becoming required to spend money on specific things.

Zach: I thought the idea of "What's going on at AHA this week", lacking times. Good to include times in event listing updates

• Martin: Working on new Wiki front end. Spawned out of project of "ways to donate", the information is all over the place for everything. If we could comment when that gets sent out

Nate: Keeping wiki up to date moving forward = pita. Would be nice to have a staff to help prune. D&O Insurance

(5 min) Appreciations! - All

• Josh: Larry is awesome w/face to face communication
• Larry: Agrees > Josh
• Josh: Tyler is awesome w/3D Printer
• Dana: Happy to see everyone (Martin + Josh + Tyler) picking up the Events madness!

(2 min) Review Agenda (All)

• Should everything in this agenda be here? Some of these items might be be better off in a "Getting Shit Done" meeting...
  • Focus on the Financial, Facility Updates, and more importantly the 501c3/Bylaws/Standing Rules/Conflict of Interest documents, along with Action Items.
  • If we still have time, discuss the other items. If not enough time, bring them up later/email/at the GSD Meeting

(5 min) Financial Update - Josh

December Financial Update

1. Over all impression of December = Short ~$100
   1. Decent month for Membership
   2. Not so great month for Events (Yay for Jan + Feb!)
   3. Donations + Birthday Party helped push us into non ugly territory
2. We've had a few people over the past year pay annual membership dues.
   1. Noted in the "Remaining Annual Membership Dues" field of the "Spend Carefully" section.
   2. Also attempting to keep track of memberships that have been past due for over a month.
3. I've compiled Andrew's previous submissions into tabs of this spreadsheet
4. Getting all this data into Quickbooks and a year end summary is going to take a couple weeks. More on that from Martin and I later tonight.

Larry: Do we have data on who has not paid membership?

Josh: For December we are missing approx. $90 in payments. Those people are/have been communicated with. There are a few other people that we should plan on getting keys back from.

Dana: Maybe people that are extremely past due should have a Wall of Shame / photos and names put up

Larry: Would rather not discourage people from coming down

Larry: Do we have a budget?

Josh: We have a basic idea of our monthly income and expenses, (See link above) but we have no long term budget / financial goals at this time.

(5 min) Facilities Update - Josh

• General Guidance for Landlord Communication
  • See link for latest status of facilities
  • The Good:
    • Landlord is scheduling dates to have carpet replaced and bathroom floors looked at
    • The place is warm, not quite cozy t-shirt warm, but notably better.
    • The Emergency Exit works as it should
  • The Bad:
    • Stench smell still occurs
    • Bathroom area is still quite cold (temporary insulation around door frame is helping, but we might have to wait for regular above freezing temps before a permanent fix is in place

• Tyler: For the front entrance, can we get a good sized floor mat to reduce damage to the carpet right at the front
• Zach: I have some mats
• Stench still happens Get log happening with John - When & How Long - Josh
• Larry is going to get measurements of the sign upstairs using the power of math + cameras

(5 min) 501c3 Update - Josh

501c3 Update! For the purpose of adding some long term organization, and additional structure within the documents the IRS will be reviewing for our 501c3 application. These changes bring us a bit more in line with traditional documents of this type.

• Bylaws
  • Adoption of Executive Director
  • Adoption of Conflict of Interest
  • Requirement of unrestricted donation from Board member (Individual amounts to kept confidential, and within each individual board members spending ability)
  • Adoption of Three Committees (Fundraising, Financial, Governance)
  • Adoption of Bylaw review every three years
  • Change in board terms to last one year instead of six months
  • Adoption of staggered board elections (So we don't have such a dramatic shift of board)

• https://docs.google.com/document/d/1325HKV6aaGleYBy4d8IpTxW13HBxAHDGdhwlHXA8alc/edit?usp=sharing Standing Rules]
  • Include details of Three Committees
  • Further reference to Conflict of Interest Policy
  • Adoption of desirable board member candidate qualifications
  • Adoption of Board Member Candidate vetting process (With the intent to prevent someone from buying the election)
  • Removal of items at bottom of Standing Rules that were never spelled out (ie: Ideas entered but never defined)

• Adopt a Conflict of Interest Policy

(30 min) Bylaws, Standing Rules, and Conflict of Interest amendments - Larry

Question time! Lots of concerns and curiosities from the current and previous board members:

Why limit 3 terms?

• Larry Response: So things can be kept fresh. New people bring new ideas, new thoughts and fresh energy. Also avoids a single Board creating an ongoing monopoly situation.

zwick's feedback:

Bylaws:

"limited to 3 consecutive terms"

• Does this mean that 2 terms on, 1 term off, 1 term on is okay?
• Larry Response: Sure. The intent is to IF someone serves for 3 consecutive terms they cannot run in the next election but must wait a year. This allows others to have to opportunity to serve as well as help avoid any "cronyism".

What is the intention of making the directors give an "unrestricted financial gift."

• Larry Response: This helps instill a sense of commitment
• Larry Response: Helps answer the "Does your board make regular financial commitments" question that comes up when we apply for grants

Standing Rules:

Oxford comma missing in the "Board Committees Section"

• Response: Fixed

Governance section sounds like it is able to veto board nominations

Zach: This could very easily create a situation in which the board is no longer in-tune with the membership. Especially since the board members themselves can nominate people themselves. (seems like cronyism)

• Dana Response: This helps prevent a random person from becoming a member, buying memberships for others who then vote for the desired board candidate. It helps prevent people from easily buying the vote.
• Larry Response: Larry has an example about another non profit, where someone with tons of money wants to be on the board, but would not be a good fit.
• Zach: "Only members who share our sense of mission", does this make it easy for board members to only vet incoming board candidates who share the current board members vision, and not members of AHA?
  • Dana Response in reference to DESIRABLE BOARD CANDIDATE QUALIFICATIONS: Change text from: "Only members who share our sense of mission" to "Only members who share AHA's mission statement" as outlined in Bylaws Article III Purpose.

"Process for establishing board roles and terms" section

• "previous 6 month terms... count toward the 3 year maximum."
• No mention of consecutive, unlike in Bylaw changes.

Conflict of Interest:

paragraph beginning "in the course of meetings or activities" seems ambiguous.

Does it only apply to AHA meetings and activities or all of my meetings and activities everywhere?

• Larry Response: If someone has a conflict of interest, they will be the first to know, and should mention it as soon as they realize it.
  • Example: If during a board meeting someone realizes this, they can note it, and the board can decide whether the person with a conflict should remain in the room or not
• Response Possibilities: "I will respect its spirit as well as its wording."

What are the consequences of violating this contract?

• Larry Response: Could result in removal from the Board under Article VI 3d (Impeachment) depending on severity. Regardless, all violations will be dealt with on a case by case basis by the Board.

Martin: Bylaws section VI.3b

• Fixed, this used to reference a two year term instead of a one year term. So the language mentioned board elections being staggered every other year?

Martin, Tyler, Larry, Nate, Dana all say "Aye" to removing the following text from the Standing Rules:

• "The Board shall find a disinterested outside party to oversee elections. Should this fail, two reasonably objective community members should be selected, to work in tandem."
• We have not done this in the past few board elections, so it does not make sense to keep it. Also, difficult to define 'disinterested outside party'

Josh: Any thoughts on how adopting all these structural changes may change how our organization works? The structure / changes / we are looking to make will help define us, helping define us isn't bad, but may bring some limitations. Do we want to define these structures?

We are looking to establish structures in our organization that can potentially give us a clearer path to accomplishing goals, but that might also mean we become more centrally structured. Should we be concerned that this may limit some peoples' interests, or our accessibility to people?

• Tyler: What is the funding for?
• Tyler: Does not feel like we have seen any significant pushes for anything, so what is it that we are pursuing funding for?
• Josh: Agrees with that thought (not against fundraising, just curious)
• Dana: Disagrees, has pushed hard on previous occasions but has often met with little interest from the rest of the membership
• Josh: Feels like that coincides with Tyler's thought.
• Martin: Had some comments but Josh forgot to write them down
• Nate: Formal Structure allows for additional options. First make sure we are primarily MEMBER Supported & Sufficient, but allow for additional avenues of money to come in, ideally from organizations that support our mission.
• Josh: So we build in the structure for more formal / recognizable non-profit methods, which makes it easier for us to fundraise/pursue grants, while at the same time making sure that we are sustainable by our membership first?
• Nate: Yes
• Tyler: Has concerns about overhead. We already have a ton of defined roles that we are still attempting to catch up to
  • Larry: The roles being defined give us structure long term. although they do not immediately need to be implemented in total, a gradual implementation as time and motivation allows would be the least disruptive approach.
  • Josh: One of the concerns we've heard in the past that the lack of defined roles for board members makes it harder for us to attract board members who have experience in traditional nonprofit structures. This could potentially help.

'Who wants to take on a Committee Chair role?

• Larry is interested in leading the Fundraising efforts with Dana N. - Larry attended the Fundraising workshop at New Enterprise Work and Dana has lots of money-making ideas.
• Financial - tbd
• Nathan Y is most interested in Governance since he's doing much of that already.
  • Program is a sub role of Governance

Board: Read over by 11:59pm on Sunday, the 12th of January Board: Vote on by 11:59pm on Wednesday, the 15th of January

Do we have money to submit the 501c3? ($800)

• Yes, we have access to the money, but we should still look into spreading the load.

DELETE THE FOLLOWING PROCESS AS STAGGERED TERMS ARE IMPLEMENTED

PROCESS FOR ESTABLISHING BOARD ROLES & TERMS There are currently 5 Board Members who started in November, 2013. First, establish Exec. Director & Committee Chairs Fundraising chair must be for 1-year term Previous 6 mo. terms, if consecutive, should count toward the 3 year maximum. The positions of those who have served immediately prior to the current term should be the positions first up for rotation and/or reelection. To ensure highest continuity, as well as ease recruitment, recommend 2 Board positions be offered next election. The remaining 3 positions should be for annual terms retroactive to Nov. 2013.

(2 min) NOVA/PBS Making Stuff Events in February - Josh

NOVA/PBS has partnered with 75 sites across North America to offer events that relate to their "Making Stuff" show. They have supplied us with a big box of supplies, and curriculum to run four events.

Currently we have events scheduled in February, every Thursday afternoon from 3:30pm to 6:30pm. Events are already on our web site, Eppie and Dana are already helping.

Dana is likely unable to help on Thursdays, but can help promote ahead of time.

We need to find a couple more volunteers!

(5 min) Updates on The Core - All

• Membership
  • Goal: Improve Membership (What does this mean?)
  • Lead: Larry
    • Working with Todd to get 'Ideal Membership Process'
    • Getting something for Staff to easily figure out Membership/hand out information on

• Events
  • Goal: Make sure events (new and recurring) are found, promoted, and run in a timely fashion.
  • Lead: Martin
    • Going to meet with Tyler about event automation sexiness
    • Tyler: automated most of the event process, it can then tweet, facebook, and optionally put out to wordpress
    • Tyler: If we enter it through a form, a google app engine can automate payments, how, when/where/OHMYGODYOUSEXYSHOELESSGODOFWAR.
    • Nate: can help with any integration on AHA site.

• Finances
  • Goal: Make sure finances are kept up to date, supply monthly financial reports.
  • Lead: Martin & Josh

• Staff
  • Goal: Find, train, and maintain a balance of volunteer staff needs with the shop's needs.
  • Lead: Nate
  • Can we spend $50 on Zing Train staff training workshop?
    • Dana: Good mix of short and long term goals.
    • Nate: Finding goals that help the staff and AHA.
    • Nate & Dana: Making sure they have something longer term that they can be excited about that.
    • Nate/Dana/Josh can meet up at later date (Getting Shit Done Meeting: 4th Wednesday)

• Landlord Management
  • Goal: Establish official communication channels with the landlord, communicate with them when general communication isn't working out, or when higher level (beyond basic maintenance / rent payments) communication is needed.
  • Lead: Larry
    • Is going good so far!

• Space Management
  • Goal: Make sure the space is accessible, organized, and working.
  • Lead: Tyler
    • Working on finalizing inventory
    • Coming up with a form that long term

• Documentation Organization
  • Goal: Consolidate and organize our existing documentation structure. Document how it should be organized so others can maintain.
  • Lead: Josh (w/Khevna's help)
    • Martin has made huge work on that with the Wiki
    • Share with Martin the google org document
    • Josh sit down with Martin and Clean Shit Up

(5 min) UMSI Day of Service - Josh

• Goal: Decide on a Project (or two) that UMSI Students can help AHA with
• Lead: Josh W.
• Contact: Maura Y.
• Project Ideas: Right here!

(10 min) Review Previous Action Items!

• Everyone 12/18/2013 - Will provide options for UMSI Volunteer Day in January
  • Dana: AHA Kids Propaganda, ie: Tri Fold Brochure, Poster (ie: 11x17 in hallway)
• Josh 12/20/2013 - Will provide an update to the AHA group about state of facility issues (Heat, Carpet, Emergency Exit)
• Josh 12/20/2013 - Will have two keys and codes ready for MHardware Group
• Josh: Will make sure that our documents / file storage is consolidated and organized (in progress)
• Larry: Will make sure everything involving memberships is documented and taken care of
• Larry: Will update standing rules for Friday
• Larry ?? - Will provide an update on state of membership process
• Larry ?? - Will address Landlord should any egregious events arise
• Martin ?? - Will communicate with Josh & Dana about events & improving the process
• Martin ?? - Will pursue options for covering financial work AHA needs doing (Andrew has jumped ship)
• Dana ?? - Will make sure Calendar, AHA Events Web Page, and Monthly Printed Poster up to date with events
• Dana 01/01/2014 - Will work with Nate to have a rough draft of a plan of action on how to increase Staff involvement
• Dana 01/14/2014 - Will work with Nate to have a the plan of action implemented with Staff
• Tyler ?? - Will meet with Josh on Sunday to start reviewing what 'space management' means
• Tyler: Ongoing: make sure everything involving space maintenance is documented and taken care of
• Nate: Ongoing: Will continue to work with Staff to better coordinate their interests & availability
• Nate: Will implement a policy page for borrowing tools
• Nate: Ongoing: Will make sure everything involving staff is documented and taken care of
• Zach: Is willing to pay to get more trifold brochures made

(5 min) Review New Action Items!

• All: Bylaws, Standing Rules, Conflict of Interest read over by 11:59pm on Sunday Jan. 12th
• All: Bylaws, Standing Rules, Conflict of Interest Have voted on by 11:59pm on Wednesday, the 15th of January
• All: Martin submits updated wiki: If we could comment when that gets sent out
• Dana: Get "Making Stuff" info from Josh and promote on Arbor Web, Parent web sites, etc.
• Dana: Meet up to rock out Staff Goals w/Josh & Nate (Getting Shit Done Meeting: 4th Wednesday)
• Martin: Go over with Josh Quickbooks Data entry!
• Martin: Work with Josh to get flier done one week before end of January
• Martin: When posting events to mailing list: Good to include times in event listing updates
• Nate: D&O Insurance
• Nate: Get PDF/Electronic version of insurance policy and share with board
• Nate: Meet up to rock out Staff Goals w/Dana & Josh (Getting Shit Done Meeting: 4th Wednesday)
• Nate/Josh: Need to email mpowered group to do 3DPrinter training
• Nate/Dana/Josh: * Larry: Get measurements of the sign upstairs using the power of math + cameras
• Larry: Forward New.org board info data to the board crew!
• Josh: Get Dana Copy/Paste info for NOVA/PBS Event for Arborweb, etc.
• Josh: Stench still happens Get log happening with John - When & How Long
• Josh: Get a good sized mat for front door, talk with Zach
• Josh: Share with Martin the google org document for Doc Organization
• Josh: sit down with Martin and Clean Shit Up (old/dead docs)
• Josh: Meet up to rock out Staff Goals w/Dana & Nate (Getting Shit Done Meeting: 4th Wednesday)
• Josh: Work with Martin to get flier done one week before end of January
• Josh: When posting events to mailing list: Good to include times in event listing updates
• Tyler: When posting events to mailing list: Good to include times in event listing updates
• Tyler: Communicate with Zach about getting Floor Mat(s) for the upstairs entrance
• Tyler: Work with Nate, Josh, and Martin to integrate event automation : )