Emergency BoD meeting Friday 13th - Adjourned

DMS General
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This Thursday we elect 5 new directors to help manage and grow our community.

In the last few years, we created a tradition of a ceremonial transfer of power at the following Board of Directors meeting. This moment is entirely symbolic. That ceremony was scheduled for April 27. The new Directors take office the moment they are elected at the Annual Membership Meeting (Thursday April 12th this year).

The Board of Directors has scheduled an emergency meeting for Friday 13th to discuss and possibly decide on Expansion of the Dallas MakerSpace. It is entirely appropriate to hold the ceremony at the beginning of that meeting. It will be the new Directors who make the decision on the Expansion and future direction of our cherished Space.

Notes:
David Kessinger @Photomancer posted the meeting to the calendar.
I created the wiki entry to document the BoD meeting per documentation requirements.
Link to meeting: Board of Directors Meeting 20180413 Emergency Meeting - Dallas Makerspace

Link to relevant section of the By-Laws, section 2.1.3:
https://dallasmakerspace.org/wiki/Bylaws#Section_2.1_Board_of_Directors

Text of section 2.1.3
The Board shall be elected at the annual meeting by a quorum of the members and their proxies. Their term of office shall be until the next annual meeting of members or until a successor has been elected.

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You make a great point. We have traditionally had a hand-over meeting by the outgoing board before the first business meeting of the new directors following the election.

If anyone disputes that, then why can a corrupt board not delay calling their first meeting as long as they can and remain “in power” during that time.

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You need to understand that this is a contingency scheduling regarding expansion. At this point there is not yet anything new to review or decide.

If you read the calendar notice, you will see that it’s a telecon.

The current Board have invited all of the candidates to participate in the recent expansion meetings to ensure a smooth transition, and a formal transition meeting is scheduled in two weeks. Holding the transition on the day after the election denies the new Board of any overlap with the old Board. While the “old” Board won’t be in a decision-making position after the 13th, their expertise and continuity will still be valuable.

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Yes, for the expansion and many, many more topics. It takes time and effort to transition the knowledge and expertise they have gained. I pray the current board continues to help until the new one is ready.

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Without a doubt! One of the most important things the board will do.

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Does that mean that this calendar item is a placeholder?

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It’s not “Place holder”, this is a BoD meeting that is scheduled.
takes all five member to agree to an emergency board meeting and waive notice. If notice is not waived then the earliest a meeting can be scheduled is 7 days. Board members are completely within their rights and authority to not waive notice. It is also the right of board members to call a meeting with seven days notice. This is a balance so a member can’t be rushed but also does not allow them a member to block a meeting being called.

To minimize any delays during this period of negotiations with the landlord meetings have been called and scheduled so that should something arise we don’t have to delay meeting for at least seven days should a member not waive notice. In this case, if there is nothing to take action on, the meeting can be called to order and adjourned. This is what happened at last week’s meeting.

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It’s not a Board meeting. Only the 2018-2019 Board can call a special meeting of the 2018-2019 Board. Only the 2018-2019 Board can waive notice. Since they don’t exist yet, a Board meeting cannot be called.

Frankly, it makes little sense to call the meeting one day after the election. The new Board will have to meet, elect a President and Secretary, and get organized before they can act. It would be wise for them to meet with the old Board, and get briefed up to date as well. This should be done prior to engaging in the single most important vote they will make all year.

With respect to the lease, there’s no rush. We haven’t even gotten the first reaction to our counter-offer yet, and the new Board will need to consider that (likely next week according to Corbin), and if they like it, will have to have the proposed lease written up, get a copy, and provide it to the Attorney for review prior to any vote of record taking place on it. The Landlord knows this, and won’t be expecting an instant response from us.

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Until the new Board is seated the current board is seated. Just as in any election there is a period of time between the election and actual seating of the newly elected. At that meeting the current/outgoing board affirms the election results and steps down and the new board assumes power.

Prior to being seated the new board-elect can get together to decide how they WILL vote for President, Secretary, etc. once they take office. At that time after they are officially seated those positions are voted in those positions. We have followed that procedure in all prior elections. It’s how corporations and governments do things, this is nothing new.

Last year when the current board was elected there was less than 24 hours between the election results and being a seated the next day at the Board meeting. In previous years there was a short transition period as there is now. I expect after the election results are there will a number of get togethers of the old and new boards.

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So the old board isn’t ready to yield to the new board? I have not seen anything in the By-laws or rules that require a delay between the announcement of the elected and them assuming office. When is the old board required to relinquish their office?

Russell Ward

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https://dallasmakerspace.org/wiki/Board_of_Directors_Meeting_20180413_Emergency_Meeting

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That would be two meetings if that’s how they chose to handle the situation. Once the new board is installed the meeting is over. Personally I think it’s a bad call to do it that way. All of the newly elected board members would have to waive notice for a meeting. People who get elected might not even be in town on Friday and they’re not as familiar with the details as the sitting board.

Sure, the sitting board could talk to the newly elected board members to get their wishes but I think rushing to install the newly elected board is a bad idea.

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Just for the record, I did not add the items to the agenda.

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The meeting is scheduled, it does not have to be adjourned to seat the new officers.

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I am reminded of how the other nonprofits I participate in handle their transitions. Because their bylaws use staggered terms, meaning a few board members - not the entire board - are elected each year, they install the new directors immediately after the elections. The directors whose terms were not up provide continuity. Something to keep in mind when we revamp the bylaws.

Carry on.

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Sorry, no. From the Bylaws:

  1. The Board shall be elected at the annual meeting by a quorum of the members and their proxies. Their term of office shall be until the next annual meeting of members or until a successor has been elected.

Thus, the term of office of the new Board begins at the close of the Annual Meeting. There is no provision in the bylaws related to “seating” the new Board, or any other delay. When we finish counting votes, we have a new Board, and the old Board is no longer authorized to act in any capacity at all.

The new Board is free to determine that as they choose. The existing Board has no say in the matter. There is no seating requirement in the Bylaws, and the new Board can call a special meeting to start business the night of the election if they choose to do so. Or, they can do something else. Totally up to them.

Regardless, it doesn’t change the fact that the existing Board cannot waive notice for the incoming Board. The Existing Board cannot call a special meeting for the incoming Board, nor decide in advance what they will hear and act upon.

Further - Only the President can call a special meeting alone. All others require two Board members to request it, and all five Board members must waive notice, and show up to the meeting, or the meeting may entertain only a motion to adjourn. They cannot discuss business, vote on anything, etc.

In this case, you alone called for a meeting, added an event to the calendar, etc. No other Board member joined you in the request, and no other Board member has waived notice.

Beyond that, our Real Estate agent has informed us that we will probably get the next response from the landlord next week, after which it will need to be reviewed and discussed by the next Board, who will then be free to send a counter-proposal, or accept the landlords offer. It will still have to be reviewed by our attorney regardless. So there is nothing to vote on for the 13th, and it’s pointless to meet.

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I agree it would be better, but the problem is - how does it start, once a bylaw change is made? A ballot with some one-year candidates, and some two-year? It could be done, but not without the usual arguments, conspiracy theories, and nonsense. I predict, any suggested change to governance is likely to cause as many problems as it fixes.

Likewise, given the tasks before us in the coming year, the next Board is going to have its hands full in a lot of ways, and a serious change to the By-laws would be the mother of all distractions. Is it really a good idea to engage in bylaws wars, in a year where we need to work closely and well just to keep the doors open, and expand (at the same time)?

This new Board will be the first DMS Board in history to be handed a circumstance where there isn’t a lot of free money available. They will have to focus, and focus hard on increasing revenue and controlling costs, just to keep DMS alive. In addition, they’ll have to work to put something of real value in the newly acquired space - while short on funds. I do not envy them that responsibility, nor the negativity they will occaisionally endure as a result. Attempting to tackle something as contentious as a governance change, in the middle of all that, would be… ill advised. Unless they’re serious masochists.

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I imagine that two year terms would induce burnout. Suspect you might find volunteers on the Board to shorten their terms in order to arrange for twice-annual elections coincident with committee elections.

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Really? From the reading I have done, the move here was in a time of a lot less money available
Membership was was less than 500 at the time and what helped was the selling of lifteime
memberships and some large donations from members
Now it never be came a huge issue because the move attracted a lot of new members By the time I joined
in the simmer of 2014 we were doing well and starting to replace cheat tools with better ones and such

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Spoken like a true ex-officio!

As for myself,

image

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