Board Meeting Notes 2021-02-02

Board Meeting Minutes
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Attendees

Board Members

David Earl

Nathan Upchurch

Kevin Huemann

Jennie Plasterer

Dave Soloman

James Lamken

Other Members

Sean Blum

Andrew Morris

Sky Nova

Simon Cygielski

Scott Yoder

Lou Kolar

Agenda

1. Discuss & Approve previous board meeting minutes

No objections were noted to the previous board meeting minutes

2. Member Count & Financials

- 426 members

- Savings: $114,172.18

- Checking: 11,505.24

- PayPal: $7,692.97

- PEX: $19,925.96

3. Mail Check

a. Mail was not collected before the board meeting

4. Votes

Membership Votes

• One of our previous Directors, Robert German, has stepped down; therefore, a second Director at Large position is open for nominations. Announcements for nominations went out on Thursday 1/14/21 and an email blast went out on Saturday 1/16/21. The timeline for this election is as follows:

   1/14: Nominations for Director-at-Large begin.

   1/28, EOD: Nominations have closed. Ed Bennett and Chris Iacullo for Director at Large.

   2/2: Candidates are encouraged to make a statement at the online member meeting on February 2nd at 8pm. Link for this meeting will be posted on the slack announcements channel.

   2/4: Ballots will be sent to membership via email.

   2/9: At the conclusion of the member meeting (8:30pm), voting will close, votes will be tallied, and the new Director announced.

Board Votes

The board voted to replace volunteers on the Member Management Team. The applicants were Alana (Lou) Kolar, Daniel Martinez, and Scott Yoder. Daniel has been on the MMT prior and Alana and Scott were at the board meeting to discuss the position. Lou is a bar manager and has experience leading a team of people. Lou expressed that she is worried about accountability with only three team members and answering questions in a timely fashion and would like to look into adding a fourth member possibly in the future. She said she is available most Tuesdays if needed. Scott has been a member for a year and is retired; therefore, he has more time to devote to volunteering on MMT. His background is in marketing in the retail space and he was also an engineer.

   Alana (Lou) Kolar as MMT Team Lead.       For: 6           Against: 0           Abstain: 0           Absent: 1           Vacant: 1

   Daniel Marinez       For: 6           Against: 0           Abstain: 0           Absent: 1           Vacant: 1

   Scott Yoder       For: 6           Against: 0           Abstain: 0           Absent: 1           Vacant: 1

The board discussed extending the previous scholarship cohort due to covid preventing timely authorizations. Additionally there were four additional applicants. The following was voted or discussed:

   Extend the previous eight scholarship recipients an additional three months. Nathan will reach out the previous cohort to see if any of those members no longer what to be a member.
   For: 6           Against: 0           Abstain: 0           Absent: 1           Vacant: 1

   Lea Gassner - New applicant 
   The board was unsure if she was of age. The board deferred until this is known.

   Sol Kim - New applicant 
   For: 6           Against: 0           Abstain: 0           Absent: 1           Vacant: 1

   JJ Liverpool - New applicant 
   For: 6           Against: 0           Abstain: 0           Absent: 1           Vacant: 1

   Samuel Suarez - New Applicant
   Board decided to defer his application until the next quarter as he submitted his application in January.

The board discussed Ed Bennett's vote to extend the current lease. Ed's vote was as follows:

Our Lease expires May 31st, but renewal is not automatic. We have the option to renew for another 5 years, but in order to do so, we must send the landlord, by registered mail, a written "notice of election to renew", at least 90 days prior to the end of the lease. This is around March 1st. A link to our current lease is included in the vote proposal. According to our Bylaws, large contracts must be approved by the Membership. This vote authorizes the Board and the President to commit PS1 to another 5 years in our current location, and to communicate our intention to the landlord.

Vote to Renew Our Lease 2021

The board had the following thoughts on the matter:

Reading the Article 6, section 7 of the bylaws: "Novel agreements which include a clause placing significant risk on the Organization such as fines for breach of contract or claims to property as recourse, for example, must first be authorized by a vote of the Members." The definition of "novel" is new or previously unknown, which does not apply to the lease agreement. The lease was negotiated in May of 2016, was available to anyone who wanted to read it, and included the option of extending the lease for an additional 5 years. In reading this clause, the Board interprets novel to mean a new contract, not the extension of an existing contract, as is the case here. We also note that placing the lease up for a vote renders a non-zero chance that the vote fails; such a case would force a move in very short time, with no existing location, and could place the existence of the organization at risk.

For this reason, the board held a vote of the Board of Directors in that fell in favor of renewing the lease for an additional 5 years. The Board was unwilling to take the risk of having a vote to renew the lease not pass, placing the organization in dire financial circumstances contrary with our fiduciary responsibilities. Vote counts are below:

   Extend the lease by 5 years by renewing the contract.
   For: 5           Against: 0           Abstain: 1           Absent: 1           Vacant: 1

5. Officer & Team Lead Updates

GENERAL OPERATIONS: Andrew Morris still has yet to get in contact with the roofer as he has had work obligations. Sean has been good progress on converting the spare bathroom into a locker. General Operations may have it in the budget to cover this work . Lock out tag project may have some left over budget. Andrew will look into the budget and discuss with Sean. Andrew asked about the grant program, and the board let him know we were working on it.

TECH TEAM:

Sky informed the board that she will be locking Google Groups and that Discourse is fully functioning. The tech team is working on a single sign on solution (SSO) for Discourse and anticipates a two week launch. Canvas is planned to be back online this weekend and plans to have SSO integrated into Canvas at the end of the month. Dan has able to get a developer to help out diagnose our canvas issues. We discussed pushing back orientation until we have a solid canvas instance in place. Sky mentioned having a Discourse moderation meeting to download board members on the tools Discourse offers. She said she would set up a meeting within the next few weeks.

MEMBER MANAGEMENT TEAM:

The board voted in new scholarships and new team members at the board meeting.

TREASURY TEAM:

The Treasury team submitted taxes last week. They are now working on the Annual report - AG990. They have also created a PEX user guide that can be found on the Wiki. David talked to Brian D. Brian explained that he doesn't have an issue using PEX; however, mentioned that he gets a lot of discounts through work and suggested looking into expensify to see if that would help lesson the treasury teams work load.

PR TEAM:

The board has chosen to create a communications team.

EDUCATION TEAM:

No updates

6. Updates from outside board meetings

No updates at this time.

7. Discussion Topics (new & existing)

1. The board explained to Sean that the board will be merging of PR with communications and a new team will be created.
2. The board will look at Nathan's document on diversity on slack and discuss further at the next board meeting.
3. Kevin expressed the need to do an audit of volunteers in Wild Apricot as it was discovered some errors with some volunteers.
4. Discussed the need to restructure the scholarships policy.