In attendance: Meg Wilson, Jess Estridge, Brian Ramsay, Joseph Sheehan
Purpose: Corporate Bylaws first reading
Motion by Joseph: 116 Spring Circle Dr. is our principal office. Second: Meg Motion carried: all present aye
The Bylaws needed the corporation’s specific purpose filled in. Meg proposed defining how we intend to carry out these duties in a document that is outside of the bylaws.
Motion by Joseph: Create a document that defines how we intend to carry out the duties in our specific purpose of the corporation that lives outside the bylaws. Second: Meg Motion carried: all present aye
Motion by Joseph: Adopt “Maintain makerspace for membership. To maintain workshop and equipment for community members.” as the corporation's specific purpose, in line with our 501c3 application. Second: Jess Motion carried: all present aye
Board members discussed the relationship between nondiscrimination policy and the anti-harassment policy that our members agree to. We decided to leave 2.5 unchanged but hold board members to the same anti harassment standard as members.
We need to update this. We need to keep it simple and have a catch all for member removal.
Motion Joseph: We modify 2.6 Membership to read “The corporation will have members. Members can be removed for violations specified in the “Berea Makerspace Membership Rights and Responsibilities” document, the “Anti-harassment policy” or other documents or policies adopted by the membership. Members can also be removed by the Board of Directors.” Second: Jess Motion carries: all present.
Motion Joseph: Alter 3.3 SPECIAL MEETINGS to read: “Special meetings may be called at any time by any member of the Board of Directors. Notice of the meeting must be received by each Director at least 3 days before the meeting. The notice must include the agenda for the meeting along with the place and time of the meeting.” Second: Meg Motions carries: all present
Joe asked whether ‘approved’ covers all the other actions the bylaws specify for the board, such as ‘choose’. Joe will investigate this prior to adoption of the bylaws.
Members discussed changing the language around setting term lengths. Meg suggested more discussion around creating a mechanism for members to have a say in who’s on the board.
Motion by Joseph: Alter the language of 4.2 to read “The members of the Board of Directors will be elected by the voting members at the annual meeting. The Directors will serve for one year.” Second: none Motion tabled.
We discussed that we want members to have a say in reimbursements. Meg suggested altering the gendered pronoun “he.”
Motion by Joseph: Alter the language of 4.6 to read “Directors will serve on a voluntary basis and will not receive compensation for their services. Reimbursement of expenses incurred will be governed by the same mechanism that governs reimbursement for corporation members. A Director may be compensated for services provided to the Corporation if the director also serves in another position such as an officer, agent, or employee.” Second Brian Motion carried: all present
Motion by Joseph: adjourn meeting Second Brian Motion carried: all present.