Board:14 July 2011

HeatSync Labs
Non-Profit Organization
Board of Administration
Open Session July 14, 2011
7:00p.m. to 8:30p.m.

Location:
HeatSync Labs 
140 W Main Street.
Mesa, AZ 85201

Board Members (Alphabetical by Last Name): Will Bradley Jose Diaz David Huerta Jeremy Leung Jacob Rosenthal

Call to Order and Roll Call

Board Members Present: Will Bradley, Jose Diaz, Jeremy Leung, Jacob Rosenthal

Guests Present: Michael Carlile, Zach Giles, Nate Caine, Robert Bell, Ryan Rix, Prescott Ogden, Caity Lindsey Guests Late: Corey Renner, Harold Meier, Austin Kipp

Jeremy Leung acting Chairman and will be abstaining from voting in order to break tie, Will Bradley timing, Jacob Rosenthal acting secretary.

Call to order 7:05

Vote to approve April 14 Minutes. Unanimous consent. Approved.

Comments From Members

At this time Members whose dues are in good and current standing shall have an opportunity to comment on any item relevant to the subject matter jurisdiction of the Board. This opportunity is non-transferable and speakers are limited to a single one (1) minute comment.

Allowing full discussion today for these important topics. All members to speak to any topic at any time.

Director Report

Editor: Working with Sam on design, Ryan Rix photography and possibly blogging and guest bloggers in order to replace his position, if the motion for an ops team passes. Proud to have rewritten the 1 page. Terminating his own office today and resigning, continuing as a member as long as he legally can due to.

Champion: (Jacob) Thank David for his service. Laser cutter is here! Thanks to Jeremy. Hack your Hackerspace night! We need you to help us 2 days a month to make this a better space!

Treasurer: Membership growth this month! First month electrical high. Laser cutter funds completely depleted. Cash flow ‘good’

IT: Working lately more on operations than it lately, will it looks like will be doing more of that in future if operations passes. Also want to point out no funds for move were spent from HeatSync account, came from members, many of them at this table.

Champion: Laser Cutter arrived today! Amazed at what we’ve done this month. We created a new space over this past month! This is what he dreamed of over 2 years ago in creating a hackerspace.

New Business

Motion 1

David Huerta motions to accept Joyce Tang’s resignation and amend HeatSync Labs bylaws to remove the Office of Editor, Marketing, IT, and Resource Management and create the Office of Operations, which shall be defined as the following: Operations: The Office of Operations shall be responsible for the oversight of HSL operations and delegation of operational tasks to HSL volunteers.

Discussion: Jacob - This should be no surprise, we’ve been talking about it forever. My intent to motion for Will to take this Operations Role, just don’t know how to do that in legalese.

Will - Since intention is to have him in the role, requests clarification on how and why process is being carried out by this.

Jeremy - would like to see broken into multiple motions.

Member Comments: Nate - agrees break up motions

Zach - Break them up, and move them to the end.

Micheal - Wants us to look at the way operations is tied into board titles etc

Vote: Jacob motions to table indefinitely, seconded by Will. Unanimous consent reached.

Motion 2

David Huerta motions to amend the bylaws to remove Article IV Sections 2,3,4 and 9.

Jacob reads motions aloud, and adds he hopes to look forward to further feedback and cleaning of the bylaws.

Discussion: Will - Agrees operations team is more lean for this.

Jeremy - Agrees, focus of board should be organization adhering to mission statement, and adhering to legal matters mainly

Corey - points out would be wise to write new membership acceptance policy sooner than later before someone sues

David - points out we have strict code of conduct already in bylaws

Jacob points out we also have non discrimination policy

Zach - recommends amendment to remove 10 and 11 as well

David requests we wait on this for a lawyer to go over whole document.

Zach - believes 10 and 11 need to be removed as well.

Will motions to add article 10 and 11. No second, motions fails.

Vote: Jeremy calls for Unanimous vote. Motion passes unanimously.

Motion 3

Jacob Rosenthal motions to allocate a budget of $5000 to a facilities committee led by Austin Kipp for the completion of electrical 3-Phase build out.

Discussion: Jacob adds this buys actually 1k in ada work and 1k in signage work, (but frankly this budget should be increased to 6k to cover that ada work)

Jose ask for more quotes, says 5 is tough, but 6 is tougher

Austin mentions hes shopped it around, its very fair

Will - likes the motion with the strings attached that we don’t go negative


Corey - Doesnt think we need 3 phase, he runs more 3phase that we do on vfds. Strongly encourages looking at cheaper options. Says there could be up to $500 charge on 3phase utilities if you use it or not. Recommends single phase 240.

Nate - would really like to see 3 bids as well. Disappointed in the complicated wording of ada and grant tied into budget.

Jeremy - won’t be able to vote today, but would have liked having a document as well.

Robert - Can’t we get rent credit for these upgrades?

Vote: Jacob withdraws motion.

Jacob Rosenthal Motions to extend meeting to 9pm. Jose seconds.

Motion 4

David Huerta motions to accept the attached "Vending Guidelines." Discussion: Adds a 7nth point to guidelines

Jacob - feels this document is ‘heavy’ and we’re going to be changing it weeks from now, don’t really like it, also again realize conflict of interest, also want to point out huge problem, Jacob and Will both have conflict 2 people of 4 on board...

Jose - Space is an issue-who owns space, what is public - 2 bringing in value added services needs to be addressed

Will - Also potentially wanting to be a vendor - the reason we’re creating this as a motion and not operational is BECAUSE we’re board members and there is money involved. Believes this could be non profit mission issue and thats why this is board and not operational. Accountability here for board members in that there is an election and we can be accounted for at next election.

Jeremy - Believes that by creating guidelines we show vending is an open process and remove conflict of interest - it just so happens 2 most passionate people are board members and requests that any other members step up and also create proposals. Why he wants to get guidelines in place, worries about limitation as to how many board members can do something money wise in a space. We want to encourage this entrepreneurism here, we should foster that. Finally, these are guidelines, the board doesn't necessarily need to be the one to alter this document, should be operations team.

Micheal - too vague! ex- what if their vending damages our property. Need more specifics. Should be in line with code of conduct, for instance.

David - believes the vote is pivotal in this. Its a start. If its what the membership wants, they get it.

Harold - love the idea in concept, warming up to wording as it stands, see 3 classifications of activities that go on at HSL. 1)membership projects 2) services for the community 3) Fully for profit entities Way he sees it is likes idea of guidelines, possibly even more vague that are written here to allow community to say “I want this service in our midst or not” possibly on a less than annual basis even. let it be more free flowing. that way totally up to community. would be in favor of board voting to allocate 2 spaces today if up to membership/operations to increase spaces at any point in future.

Robert - Believe they need to be a member

Will - Maybe amend so that any member can call vote of no confidence in vendor at any point of time triggering a member vote

Nate - is money changing hands?

Jeremy - intention is that its a bid, some proposals might have money attached

Nate - consideration given to is this best and only way of providing service - worried board would get attached to vending money and wouldn't be able to act according to membership. Thinks 6month evaluation instead of year has merit as well. On the idea of member of vote of no confidence, that seems like a harassing mechanism. Thinks members might vote for 1y or 6 month period, and the board or ops should remove vendors.

Jeremy Motions to extend meeting to 9:30pm. David seconds.

Robert - likes idea of machines but doesn’t like the idea of where it could go. Machines to public represent HeatSync’s market place. Likes members doing good, for instance would even volunteer to bring in a soda machine and fill it at no cost.

Jeremy - would love to see members of the community step up to do these on behalf of HSL. Operations and board just haven’t had time/energy to make that happen on behalf of the organization.

Zach - Likes ideas as is, great starting point - but too heavy -don’t dump into bylaws for instance, rather something that says heatsync labs has vending or rather commerce policy, which is run by some group who can make these decisions. No good guideline on what a vendor is, member project, etc is, where is the line!? Like Harry’s 3 definitions, we need to look at these. Second change asked david to make was we need to define what happens when vendor leaves. By default should go back to member vote, which could be vote that nothing goes there. Recommend either table or remove that create committee or whatever who goes to study this and make decisions.


Will Bradley motions to table this item until next board meeting. Jose seconds.

Vote: Jeremy Calls this motion to table to vote. David opposes unanimous consent. Jeremy calls this to a vote. David: No Jacob Yes Jose Yes Will yes. Motion to table passes.

Motion 5

David Huerta motions to acknowledge Joyce Tang’s resignation.

Vote: Jeremy calls for Unanimous vote. Motion passes unanimously.

Motion 6

David Huerta motions to and amend HeatSync Labs bylaws to remove the Office of Editor, Marketing, IT, and Resource Management.

Vote: Jeremy calls for Unanimous vote. Motion passes unanimously.

Motion 7

David Huerta motions to create the Office of Operations, which shall be defined as the following: Operations: The Office of Operations shall be responsible for the oversight of HSL operations and delegation of operational tasks to HSL volunteers.

Vote: Jeremy calls for Unanimous vote. Motion passes unanimously.

Motion 8

David Huerta motions to nominate Will Bradley to the Office of Operations and hold a special election for that office immediately.

Discussion: David - gives us flexibility in having an operations team that does everything not defined by other offices and Will is best Candidate for that.

Will - Office of IT was one of the original offices created just to give everyone who wanted to help a position. At this point it looks like the board needs a contact for managing community and volunteers. Volunteer to become that.

Jeremy - agrees we need a head to corral and give resources and guidance and considering Will’s tremendous amount of effort so far he is best candidate.

Vote: Jeremy calls for Unanimous vote. Motion passes unanimously.

Adjournment

Vote: Jeremy calls for Unanimous vote on adjournment. Motion passes unanimously.

Meeting Adjourned at 9:19

HeatSync Labs “Vending Guidelines”

1. Vendors seeking space at HeatSync Labs must apply to enter into an annual bid no later than August 1st.

2. A total of two spaces, each measuring 50 inches by 50 inches in width and 10 feet in height shall be allocated for vending purposes. Should no vendors occupy the space, vendor space will be allocated for general HSL purposes.

3. An election will be held on the first Thursday after August 1st to vote on the vendors who should occupy vendor space. Details regarding each bidding vendor's goods, services, and commissions offered shall be disclosed before the election. The two most popular selections in a membership vote will determine the vendors to occupy vendor space until the end of August in the following year. An option for each space of 'None' shall be included to indicate that no vendor should occupy the space in question.

4. Vendors must comply with local, state, national, and international law in the conduct of their sales.

5. Visible vendor signage or branding must be present on a customer-facing surface of vending machines so as to avoid confusing it as HSL property.

6. HeatSync Labs may not be held liable for damage incurred on vendor property.