Board Meeting 01-02-2017

From Ace Monster Toys Wiki

Agenda:

  • Defining roles of board and officers
  • Update on Emily's work (Crafty)
  • Update on the bylaws review (Chris + Pierre)
  • Private clubs at AMT (Crafty)
  • budget status (Ray)
  • contracting with members (Ray)

Attendance

  • Rachel Crafty
  • Chris O’Sullivan
  • Pierre Grandin
  • Rachel McConnell
  • Emily Bowen
  • Kat Smith
  • Notes: Renee GreenNotes

Notes

Defining roles of board and officers

RC: We should think about having a decision making structure to define the roles

RM: Propose an special meeting to address this issue

EB: Propose waiting until the membership has voted in the new board

RM: Doesn’t have strong opinion

RC: Voting ends Jan 11, proposing:

a getting-to-know-you onboarding meeting for new members on Tuesday Jan 17 @7pm

and then having role-defining work session at a later date (tentative Saturday afternoon Jan 21 @2-6pm)

Update on Emily's work (Crafty)

(Handout: can we publicly link to this?)

EB: (reviews Diagnosis and Interventions)

Has used 9/20 hours she was contracted for and can use the remaining 11 hours to run Nonviolent Feedback training, Ombudsman training, and Emotionally Intelligent Leadership Training. These classes could be offered as AMT classes as well.

(review of survey results)

AMT is doing great! High satisfaction and high commitment to overall AMT success. People want to stay and people want to refer their friends to join. People not in leadership roles (ie not officers or stewards or board members) don’t know what is expected of them as potential volunteers.

RM: How many people took the survey?

EB: Survey was taken by 27 people out of 130, but it is a good cross-section of people. Opinions of leadership are good, but there is still room for improvement.

EB: Sat down with Rachel and HL for 2 hours on Dec 21 to create a mediation plan that would be good for the entire membership around culture. Because there have been challenges, the board can hold HL to the mediation plan because he is a co-creator of the document.

RC: And I expect to be held to the plan as well.

(review of Mediation Plan)

CO: Define “congruence of messaging”

RC: that means what you say to me is the same as what you say to a group or behind my back

CO: “Triangulation”?

KS: Dragging in uninvolved third parties

RC: Is it true? Is it kind? Is it useful? If it doesn’t pass these filters, don’t repeat.

RM: I’m going to make a suggestion that may already be in your head, which is if you form a plan to broadcast in group or one-on-one, you check in with him beforehand.

RC: Doesn’t the mediation plan address this?

EB: Just say “no, no, we’re working on it!” (which is true) I don’t think the board wants to be judging and policing and parenting the membership, so the goal of the mediation plan is to create a good culture

Rachel and HL also both requested the other to report on their preferred methods of receiving constructive criticism and will meet with Emily to review after HL returns.

RC: Excited about creating models for a group to create something instead of just chewing about it. :)

Update on the bylaws review (Chris + Pierre)

RC: Arun is a corporate lawyer and has offered pro-bono services to help get shit together (making sure the bylaws don’t break corporate law)

KS: Wants to clarify where the original bylaws came from

RM: Generic boilerplate nonprofit bylaws that never fit the org and this format was selected because there were so many more important and interesting things to do and now is a good time for a complete rewrite.

RC: Once upon a time, we had put together a vision and values statement that the board generally approved. It is meaningful for this to be congruent with the bylaws and the culture policies. If it’s not congruent, we will need to work on that before working on bylaws to make sure things are mission-aligned. Vision and values statement was created by a working group of a mixed cross-section of members.

RM: Has there been any progress?

PG: I took a deep dive and it’s pretty clear things need to be changed. We need to define where we want to go before rewriting the bylaws because we’re not completely clean on what we need to change.

KS: Would you like to see other orgs’ bylaws?

RC: We have a working doc, but that would be good.

PG: want to avoid having a giant 40-page document that we have to cut down

RM: One possibility would be to extract the “reason” for each of the sections of the bylaws and figuring out how we want to address each section

CO: We’ll ahve to change everything. Boilerplate isn’t good for anything, but we can use the section titles to help guide us

PG: We don’t have to rework everything, do we?
RM: A lot of it is covering a lot of butts and we don’t have that [people people] so we can get rid of it

CO: We should put it in plainspeak instead of legalese, and it’s also more legally binding

RC: Highly suggest having Arun verify the CYA (cover your ass!) sections to make sure we don’t actually remove something important

CO: Let’s color code by our wording vs legalese vs the point we’re trying to make.

RM: Some things at other orgs were left intentionally vague so as not to necessitate an entire bylaw rewrite anytime a policy changes (which would require a membership vote)

EB: We can point to a flexible document that doesn’t require policy change

RC: Provisional membership wasn’t addressed

RM: It’s here, but vague and it would be better to make that more clear according to the California Corporations Law

CO: We need to make sure we include expulsion/suspension/disciplinary/grievance procedures (“In the official grievance policy”)

RC: The bylaws project could go on forever. When the new board is formed, can Crafty be informed? Is it going to be done in a year? Six months?

CO: Thinking it’s going to be 4 months and if it takes longer, nag me

RM: volunteering to nag

CO: We want to insulate ourselves from anything that could knock us out of our 501c3 status. We need to expose ourselves to fewer liabilities in order to get insurance. I know of an organization that lost their insurance for not following their own procedures.

Private clubs at AMT (Crafty)

RC: It turns out there is a private club called the Workshop Rangers operating at AMT whose purpose is to further the way the shop works.

RM: Objects to the term “private club” because it implies trying to hide something.

RC: It may not be intentional, but how they work obscures what they’re doing and they have more influence than other members. They are a private group of people on an invite-only Slack channel consisting of stewards and volunteers whom the stewards have chosen to work with, and this itself isn’t so much a problem. It’s fine for stewards to consult whomever they want to work on their area. The part that is sketchy is that this group is using AMT’s environment without openly inviting the general membership to join the sphere of influence and what the criteria is to apply/participate in the group. Because the group didn’t make itself known, board members can’t refer interested members to that group. Who on the board is in this group?

RM: Me!

PG: How did RM know about the group?

RM: I was invited.

RC: There is also a perception problem of having a private clique that works on pet projects and I actively work on leveling the field. All the other groups say what they’re doing and report it in Asana. Decisions can’t be reported after actions have been taken because that’s not useful and demotivating. There’s a perception that there are a “bunch of boys in the back room” who decide everything, an elite. If this truly is the pathway for someone to get involved with the shop, then that’s awesome, it just can’t be invisible.

RM: Should there be a policy around Slack channels?

RC: They need to be moderated by someone on the Leadership team to mitigate risk.

PG: Can we disable private Slack channel creation?

RC: Not that I have found


(Off Agenda, the issue with M)

RC: There is a situation between the security guard and Mike. Made it clear to Mike that his guest M is not allowed in the building for any reason.

RM, giving background: M was a person living in a trailer across the street who was also a member, who did a bunch of things like trying to cook, store personal items, and live at AMT. We had some evidence that M had made threats to someone at AMT online in an IRC chat. M claimed impersonation and RM kicked him out for a year, with the ability to reapply after the year. After 8/9 months, RM found M in the woodshop and escorted him out and M told RM that Mike had been bringing M in because he thought it would be okay as long as a member in good standing was with him.

KS: Does the membership know?

RM: No, because there is no good way to address the membership and let them know. M is also not in a good place and we don’t want to make his life harder.

KS: We have a fob system for a reason and maybe we should remind membership that people need fobs to get in the space and to close the doors.

RM: The landlord knows about M and has banned him from the building and blames AMT if M is found in the building

CO: All the landlord needs to do is change the front door recoding.

RC: What if AMT pays for the services on the door?

RM: Let’s make sure it’s possible before offering to pay.

EB: Spread the word to the membership not to give out the door code, don’t let in people you don’t know well.

RC: Has let the trailer-dwelling neighbors know that the neighborhood is now inhospitable.

RC: The guard blocked Mike from leaving when Mike came to pick up M from the building.

RM: Tell me more about the incident reporting system.

RC: This was a google form created in the hour of need, but there are other spaces that have better systems. A lot of times folks want to be heard, so when they report to me, I just fill out the form.

RM: I feel like this is a Secretary task

RC: Speaking of which, I have been doing the Secretary tasks that keep us running, but right now our new Secretary (Jacob) isn’t doing what he is supposed to be doing, like checking the secretary@ email. I have a feeling that he is not into the job and maybe would like a greater voice.

Budget status (Ray)

RC: The whole conversation is in the Slack #governance channel.

KS: Since I’m on the other side of it, I will address it. (KS presents her communications with Ray)

PG: How does budgeting work?

KS: 3 or 4 months before the end of a fiscal year, you start to have budget planning meetings by going to all department heads to finds out spending for the previous year to help determine budget for the upcoming year. In May, I want to start getting stewards together to start working on this.

RC: When there’s no metric for how much it takes to run a things, it’s hard to plan for what you need.

KS: We will give people money to use before the money is made. Fiscal year ends Jun 30.

RC: We have an agreement with members that we will reimburse members for AMT spending, but stewards didn’t submit budgets by 6/30. Even though the money was spent in the last fiscal year, it’s showing on FY2017 receipts because people didn’t turn in receipts before the end of the fiscal year. We need to talk to the stewards to not spend anything in June.

RM: June is for getting everything ready for the next fiscal year.

KS: At the end of April is when I will start getting involved with budget things for AMT.

RC: People are much more responsive when told that not reporting hurts the org.

(Off-agenda, December financials review)

KS: I have a goal at every board meeting to get everyone monthly financials, but we’re running out of time

RC: We should go over this with the new board!

CO: Sounds like it will be short; let’s go over this now.

EB: Do you have a plan to gift/thank the exiting board members for their service?

RC: Custom t-shirts at the next screenprinting workshop? Or Adafruit gift certificates. Or Japanese woodworking shop gift certificates.

CO: $40?

RC: Sounds good.

KS: Someone paid a $600 laser bill! We should thank them.

RC: Gift laser time? 20 min?

KS: (reviews Dec 2016 report in QuickBooks)

RM: We need to get donation letters out.

RC: We need to get a locking file cabinet.

KS: I have some concern with the shared role of Accountant and Treasurer, so I have asked not to have access to the bank account, so Crafty pulls the statements and clearly documents everything.

RC: If I can do something to create more separation for you, let me know.

RM: I’m fuzzy on the details between Accountant and Treasurer roles

Contracting with members (Ray)

RC: I don’t legally contract with board members

KS: How does that work with me?

RC: KS is an Officer, but not a board member

PG: Are we tabling this?
RM: No.

RC: What needs to be addressed with this?

CO: Ray brought up a point where we should ask for volunteers before contracts

(discussion tabled for next meeting)