O/D Meeting 2/18/2020

Agenda

New Business

• Harassment case
• Protocol for accessing the space
• Emergency funds

Workshops and events

• Micro Weather Station
• Space Improvement Day

Space and equipment

• Window coverings
• Ventilation fan in metal shop
• Progress on air conditioner mount for metal shop

Minutes

LVL1 Board Meeting February 18, 2020

Meeting attendees: Charles, Danielle, Tiffany, Jim K, Paul Gossen, Raj, Madeline, Paul Strasser, Steff, Jose, Tim M, Michael H

begin: 10:18 pm

Charles: Finance and member report.

Jim: P&L on the front; experienced less positive balance because of the increase in utilities. We've bought some stuff; David has been doing a good job of keeping things fixed. Balances don't reflect just the budget; the total funds that we have include the makership & grants and everything.

Income, second page, and expenses. Our investment is paying us 13.90 a month on the $9,000 invested in CDs at 1.85. So, it's better than the 15 cents a month that we were getting before. Recurring expenses at the bottom, that is our utilities, rent, subscriptions. The Amazon bill was for here for supplies and parts for different machines. Paypal expense was a reimbursement to Virgil for the window covering materials.

Raj: When were the window coverings done?

Jim: Two weeks ago Saturday.

Raj: Okay. So hopefully we'll see some improvement in the next bill.

Jim: I haven't gotten the new bill that we're supposed to pay in March yet. I have the one for March, but I don't have the one for April. It'll depend on the weather, too.

We allocated 10,000 for the utilities. Last year, we were a little lower, the 1,500 didn't kick in until March; this year, I hope we don't have one for 1,500. We have deficit on utilities. I put in the February because we have it already; it's not paid yet.

Paul S: President's Day. We got an extra day for taxes, so yay.

Jim: Rent is there; we budgeted for a rent increase, around 2 or 3%. End of lease is June. It's June 1st for the insurance, too. We still have Meetup and Vcarve; if there are any subscriptions, let me know. I've looked at the insurance for the past two years. We've made non-Amazon payments, like PayPal transfers, checks. And Pike13 was 159; it stays that way. PayPal is 1.40 per person; we had ten people, so they charged us $14. And the credit card processing is 142.28, and that is for our membership. Kevin went in an cleaned up some people that were delinquent and turned off their badges. Current membership is 87. And we have one person who is on Makership.

[Conversation about whether membership is notified when a Makership is awarded.]

Jim: Email was on February 10th. We have enough funds to do at least 8 more makerships. We're at $2,000 and change in the makership fund; plus we have $60 coming in every month.

Do we have any outstanding FAPs, or have all FAPs been opened and closed?

Jim: FAPs are closed. The last one didn't hit quorum, didn't get enough votes.

Tiffany: Quorum is now reduced. 20 emails went out right after elections in January and I have received zero replies; so that could be 20 people less in the quorum. Quorum was already something like 54. There are people who sign their membership form and circle "No," and elect not to be in the quorum.

Jose: What is quorum right now?

Tiffany: Andy told me quorum was 54. And so, quorum is now 34 [sic].

Charles: Is that votes or?

Tiffany: That is people who --

Charles: That's people who count toward the quorum.

Tiffany: -- count toward quorum.

Charles: So, quorum is actually like 17 votes.

Paul: 50% of that.

Jose: No, no, no. We have 87 members. 20 of them haven't voted since the next election so they're not counted towards quorum. That leaves us 67. And then there are other people who have elected not to vote, other than those 20. And that brings the number of voting people down from 67 to. . .?

Tiffany: My understanding, when I took office, is that quorum was 54. That's my understanding; that's the number I was given. Out of 87 members, we have 54. And so, when the enders did not meet quorum, we did not have 54 votes [sic].

Charles: Quorum is half.

[Discussion about quorum, and needing half of those for votes for an election.]

Tiffany: Then I'm confused.

Paul: I think some confusion is in nomenclature.

Unknown: So technically the enders met the quorum.

Paul: Well, I think what Tiffany is saying is that we are actually not clear.

Tiffany: We are 100% not clear. I think I should look at the membership forms to find out exactly which members circled "no."

[More discussion.]

Charles: Moving on, workshops and events. We have a microweather station thing; Andy is not here; neither is Brian, but I think they're good to go with that.

Paul S: It sold out.

Charles: Okay. Space improvement day. Do you need anything? Are you good to go on that?

Steff: Good to go.

Charles: Are there any other workshops or events coming up that need support?

Tiffany: We haven't used any of our $200s for workshops and events for a while, to my knowledge; is that right?

Charles: I believe that's correct, but I believe it's for events, not workshops. Workshops are usually self-funded.

Tiffany: Is Space Improvement Day considered an event?

Charles: Yes.

Tiffany: So, Steff bought food for the last one and will be buying food again for the next one, and I move or recommend or request --

Charles: Those can be reimbursed by asking the treasurer.

Tiffany: -- that Steff be able to get reimbursed for food for Space Improvement Day.

[Discussion about Steff getting reimbursed, and about the event.]

Tim M: Oh. Hot & Spicy Fest, I need to schedule that some time.

Danielle: The Hate your Face day [laughs].

[Discussion about prior Hot & Spicy fests, and probable date for this one, March.]

Charles: Any other workshops or events? No. Okay. Space equipment. How's the window covering things going?

Jim: We have entire boneyard covered. We've still got these two and the ones out there that we're going to do at the Improvement Day. We have supplies for that already; I'll check to make sure there's enough.

[Discussion about how to finish out the window coverings in the classroom and main room, and slowing encasing the entire building in insulation.]

Tiffany: So we'll take a look back there and make sure we have enough materials for the window coverings. We do have enough fabric for the curtains, and we also have those board things that we have GOT to get off the sewing table. Mid-March, I promise, mid-March!

[laughter] [Discussion that the rolls of reflective material had been previously bought to go into the windows.]

Charles: Metal shop fan. Anyone have an update?

Paul S: Still not working. Last I talked with David, it was needing replaced.

[Discussion about finding people to help take down the old blower in the metalshop.]

Paul S: It's definitely a problem at this point. People are welding back there with zero ventilation.

Tiffany: And we have nowhere to paint now.

Danielle: Is this a FAP?

[Discussion about having a blower fan, someone finding a replacement, David needing help removing the old blower, which is a custom install.]

Steff: I'll talk to David and find out where this is and what needs to be done.

Charles: Air conditioner for the metal shop.

Paul: Virgil is building the frame.

[Discussion about the AC frame, lifting the air conditioner into place in the metalshop window, and the scrap frame that the landlord has leaning against the bunker.]

Jim: More than likely, that is going to have to be moved, the air conditioner is going to have to be brought around so we can do a power check. We're going to have to lift it up onto the stand, which I think we can do with 4 or 5 guys.

[Discussion which concludes that we don't need to notify the landlords of this air conditioner change because we're not making any changes to the structure and it's not visible from the street.]

Jim had a discussion with the landlord about there being unused gas meters on the building if we decided in the future that we would like to switch to gas.

Charles: Anything else about space equipment not having anything to do with a kitchen?

Michael H: Tim and I just figured out that the Taz computer's USB ports are probably going out. So we'll either have to find another computer to replace it or we're going to have to stop using the Taz connected through USB and just print off cards. But we can also hook it to the little one, because Taz has the drivers to be hooked up to a Windows PC and driven through that.

Charles: Any other space and equipment issues?

Tiffany: I'm wondering if I shouldn't address the Ender FAP, now that I may not have the quorum thing correct, or should I just let that matter drop and FAP for it again?

[Discussion about the Ender FAP and that I will figure out if it passed or not.] [Secretary's note: In a subsequent conversation with Kevin, he asked me not to recount or re-FAP it yet.]

[Discussion with laughter that Tiffany and Danielle have the same birthday.]

Charles: Okay. More space equipment. Any other space and equipment issues? Nope. Okay.

Jim: Oh, yeah. Are we going to hang the TV?

[Discussion about hanging the TV and that different hardware is required, and that we were going to try to do it on Space Improvement Day, and that the person to talk to about this is Francisco because he hung all his employer's large televisions.]

Charles: Moving on to New Business.

Tiffany: The date on the Hot & Spicy Fest is March 22nd. Sunday, Sunday, Sunday.

Tim M: I already have something going on, on Saturday, so Sunday, 7 to 10 pm.

Charles: Okay. Next is the harassment case, so the Board met on that in a closed door session and hopefully we will be resolving that very soon, and we'll make a statement to the members' list when we have a final resolution on that. So, protocol for accessing the space. The only information I've gotten from LMPD so far is that we need to have an officer come out and do a trespass waiver. For a specific person, I have not gotten anything useful on being able to keep people out that we don't want here, so we're going to probably have to talk to a lawyer about that.

The police officers who responded recently said they can't do anything. I called LMPD; I talked to a Sargent there; the Sargent told me to call them back and ask about filing a trespass waiver. So I called them back and today they told me that we would have to have an officer come out. So, we're going in circles here.

[Discussion about LMPD coming and the harassment member issue.]

Danielle: Kenneth is relentless and he's here just to be hostile, to cause trouble. Our end goal, through talks with the police and an attorney to streamline the process so that we know for sure what we instruct our members to do. In every event, it is going to hold true, if there is a non-member --

Charles: We have a process or a policy.

Danielle: -- yeah, our policy. If there's a non-member here that you don't want here, call the police because they're trespassing. We know this to be true, and this is our policy, but this was a test of that policy. It comes down to a misunderstanding of the nature of our organization. We just need to make sure there's a SOP, a standard, a simple thing for every member to know and every member to be able to do, so that they feel safe here.

[Discussion about people trespassing.]

Raj: Okay, so I spoke with an attorney. Our understanding of Kentucky law is completely accurate. KRS 511.080, criminal trespassing, third degree; we are the authorized representative as the lessors, or agents of the lessors, to have anybody removed that we do not want here. However, we can't force a police act, even if they are mistaken. So we have two options basically: One, if there is a particular individual that we want to ban from the space for criminal trespassing, we can work with the landlord and the police recognize his authority, although they should recognize ours, but we can't force their hand. So, we can work with the landlord to have them request criminal trespass. He had never heard of a criminal trespass waiver before; and he represents Kroger and a bunch of other chains specifically for trespassing, and he had never heard of this.

[More discussion about getting a criminal trespass waiver.]

Raj: So that's the first option we have, is that we can work with the landlord, and have the landlord request that the police issue a trespass citation for this individual. Here's the other option we have. I also spoke with a couple of friends of mine who are police officers with Louisville Metro and --

Charles: Can you clarify that; do we work with police to get a document saying that it's trespassing if the individual comes back or is he saying we work with police to actually cite him for an infraction he's already committed?

Raj: We have the landlord request that that individual be banned. And if they step foot on the premises again, criminal trespassing third degree. It's a misdemeanor. I looked up LMPD standard operating procedures and they have a list of crimes for which the officers have discretion. It's up to them to either cite or arrest. So if somebody defies it and they trespass, they might just cite them, and they may not arrest them or remove them from the property.

[More discussion about the legal options we have and calling LMPD and escalating until we get an answer, and hypothetical situations should a non-member be difficult to get to leave the space.]

Raj: Okay. Moving on. Unwanted property. I have done research on Kentucky case law on this; people are saying it's abandoned property. It is not abandoned property. In the research I did, this would be considered gratuitous bailment and the lawyer I spoke to last night confirmed the same thing. A bailment is when you leave your property in the possession of another person but you still own the property. In this situation, Kenneth was operating the vending machines; we're not getting any benefit; there's been no consideration for LVL1. That makes it what's called a gratuitous bailment, meaning we're doing it as a favor. That's good for us because it also means that we have the lowest level of care in the law, which has four levels of care: Extraordinary, ordinary, reasonable care, and slight care. The standard for this is negligence: As long as we're not grossly negligent in what happens to the machine, we're good.

Now, to get rid of all this unwanted property, we need to send him a phone call, text, email to both accounts and certified mail with return receipt letter, letting him know that his property is here; he has seven days to schedule a time to remove it; otherwise, we will dispose of it as we see fit. The attorney said that it was fairly clearcut; give him a reasonable time frame. The law doesn't give a specific for what a reasonable time frame is. If he doesn't pick it up, we can dispose of it as we see fit.

[Discussion about what is Kenneth's property, and sending him communication for removing it from LVL1.]

Raj: So we have a clear path forward on how to handle this, and the law is on our side.

[Discussion about sending the letter and possible options and outcomes should Kenneth press the issue of making a claim about his property and our legal recourse.]

Charles: Is there anything else on unwanted property? Okay. Since it's come up a couple of times recently, I want to review the use of emergency funds. The bylaws state what valid emergency fund expenditures are. Do you want to speak on this, Raj?

Raj: Yes. I was hesitant about this when it came up at the board meeting but I didn't say anything because everybody seemed to be in consensus so I thought my interpretation was wrong. The emergency fund enumerate specific cases where money can be spent. So, legal defense, for example, is one; reopening the space after an emergency is one. The laser cutter is not one of those cases, and that money should not have been spent out of those funds, at least. It should have been FAPped for. Obviously, what's done is done and we can't change that; but going forward, we need to be cognizant of that, that the emergency funds have to be for a very specific reason, enumerated in the bylaws. And it really does come down to the original intent; it's an emergency. The space is closed; we need to get it open. It flooded; we need to get it cleaned up.

Tiffany: I'd like to make some thing clear. The reason it was done by emergency fund and not FAP is because it was decided to get the laser repaired, and the next day the appointment was made for the next day; so, 48 hours is not enough time to do a FAP.

Raj: This is not a criticism; I'm just saying, going forward.

Jim: It never should have been done that way.

[Discussion about it not being criticism and being cognizant going forward so we don't do it again.]

Tiffany: The FAP for the Enders was made instead, and we were waiting until the next month to do a FAP for the laser.

Charles: So we're planning to do that.

Raj: Since it is misspent money, I would argue we do have an obligation to replenish it.

Charles: There are five enumerated things. One thing that it could have been is a misinterpretation of facility repairs. I mean, it's a major piece of equipment that a lot of people --

[Discussion that the laser is not facility.]

Charles: It's not part of the facility, but I'm just saying.

[Discussion regarding the original intent of the emergency fund when it was set up.]

Charles: One important clarification here is that large-capital equipment is not facility; it is not any of the necessary things that are covered by emergency. That's what I was trying to get to, was the clarification we're making.

Raj: This is for essentials, to keep the space open. Not equipment, the space.

Jim: On that, we have the idea that we weren't supposed to spend that for anything unless it's a disaster, is the pretext I used to buy the CDs instead of keeping it in a money market fund. We were making 15 cents a month; and when we had the securing problem and we had to buy new security, that wasn't considered an emergency. So I thought, "We can put it away and if something does come up, we can sacrifice that interest on the CDs." It's three-$3,000 CDs for our emergency fund. We cash one of those; we lose some interest; but that would be okay. We could absorb that. But if we're going to do it for every little thing that comes along, that defeats our purpose and now we have clarification that it is something that's not going to happen all the time and we've got to figure out the other things out of the budget. Which, I talked to Kevin, and in the divisions of the money, we still have a little bit of money left from one of the grants; I think it was $2,000.

Tiffany: I have those numbers in front of me. The 2015 SBA grant, we have $2,048 for prototyping, classes, equipment and devices to record workshops; $27, miscellaneous; $22 for electronics prototyping; and $11 for the Shopbot. So there is $2,048 left in the 2015 SBA grant, and equipment is included in that.

[Discussion about the SBA grant, verbiage, and usage.]

Tiffany: So, in that event, I don't know how you go about using grant money, but all of that money or part of that money could be used to pay the $1,950 that went to the laser.

Jim: Which hasn't come out of the emergency fund. Unless it has to, which case is not good.

Raj: Well, if that expenditure hasn't been allocated yet, then I don't see any reason we can't allocate it to the emergency fund.

[Discussion about grants and sunset clauses and the need to return unused funds and that we need to discuss it with Daniel, who spearheaded the grant.]

[Discussion that we have the ability to pay the laser bill without using the emergency funds with the SBA grant.]

Tim: What is the unallocated funds right now? Money that isn't in the budget or reserved for something else.

Tiffany: Isn't makership, isn't grants; is general fund.

Charles: What's in the bank and not earmarked for something.

Tim: Because that's where FAPs come from. Even if you can't get that number tonight, when you send out the report to the members' list, can you put that on there?

Jim: Yep. Sure.

Tim: Thank you.

[Discussion about budget deficit and cash deficit, running out of cash, using the budget to pay bills.] [Discussion about dollar amounts separated out for an unencumbered amount of dollars in the budget.] [Discussion about how much a FAP could be for, a maximum amount, and that the treasurer verifies that we have the funds available.]

Madeline: I'm leaving, everybody.

[Several people tell Madeline goodnight.] [Discussion about staying in the budget and cash in the bank, and not using encumbered funds like makership and grants.] [Discussion about about large FAPs being able to be paid from general fund.]

Charles: The information the membership needs to have is what do we have in our general fund? If we've got $1,000 in our general fund and this is for half of it, that's a very different story than if we've got $5,000 in our general fund and this is for a small slice of that. That's going to make a difference to some of the members voting on it.

Paul S: This is going to be the account sensor. Your typical equation for your balance sheet is assets minus liabilities equals net assets or equity, depending on what you're talking about. So, with not-for-profits doing fund accounting, it's called, you typically have your net assets broken up into restricted and unrestricted funds. So what we need is on our balance sheet, that distinction between restricted and unrestricted funds. And I am more than happy to help you set up a spread sheet.

[Discussion about making a distinction between restricted and unrestricted funds in the spreadsheet so membership can know how much unencumbered money is in the budget and whether it's advisable to try to pass any FAPs.] [Discussion about money that is in grants, the only grant we have currently is the SBA.]

Raj: I have an answer on that. I looked it up. The SBA [inaudible] accelerator program. It is technically not a grant; it is considered a purse prize.

[Discussion about it being a cash prize and not a grant.]

Raj: In their documentation, they reference 15

[Discussion about being able to use the cash prize money for the laser payment, just allocate it.]

Steff: This is not related to any of those things because I'm going to go home because it's midnight, but I would like to mention something we did in Milwaukee, which was when we had a new board member, we would all get together for an hour or two and read all of our bylaws and figure out what those meant and how we interpreted them as a unit. So, when questions came up, "What's in the bylaws; what does this mean to us?" It might be good especially for people who are new on the board to understand some of those things and your interpretation of them. That's all.

[Discussion about this.]

Paul S: I move for adjournment.

Charles: Round table.

Paul S: Oh, sorry, I retract my motion [laughs].

Michael: Just one thing. With the permission from board members, I have contacted Lulz. I sent a picture of our Taz, and they were surprised it was still running, and he's going to send it up the ladder and see if they can send us the parts to upgrae it and rebuild it, or just to give us a brand new Taz 6.

[Discussion about the Taz, and that Michael is waiting to hear back from the manufacturer.]

Charles: Any more round table items? Once, twice, gone.

meeting adjourned 11:59pm