Minutes:Board Meeting Minutes 20190122

i3 Detroit Board Meeting (Special)

The minutes for this meeting was taken by Elardner, and there has not been time to clean them up yet, so as of right now the only answered questions on the page are the questions that were asked before the meeting.

Agenda for 01-22-2019

i3 Detroit 1481A Wordsworth St. Ferndale, MI 48220

The Board of Directors has decided to call this special meeting, and all directors have waived the requirement of 7 days notice to hold such a meeting.

Meeting Called To Order

19:36 by Chair John Coggeshall (@coogle)

Attendance (Board Members)

All of them

Approval Of Agenda

Motion:
Approve the agenda as stands
Moved by Jody; Seconded by Mark
7 Ayes / 0 Nays
Result: PASS

Approval of Minutes

Motion:
Table the approval of last meetings minutes till the next regular meeting
Moved by Jody; Seconded by Matt
7 Ayes / 0 Nays
Result: PASS

Reports

Due to being a special board meeting, regular committee and officer reports will not be on the agenda.

Old Business

Due to being a special board meeting, old business will be deferred to a future meeting.

New Business

Appointment of John Coggeshall as Chairperson on behalf of the Board of Directors

Motion:
Appoint John Coggeshall (@coogle) as Chairperson of the Board of Directors, per Section 6.1 of the i3Detroit Bylaws
Moved by Paul; Seconded by Mike
7 Ayes / 0 Nays
Result: PASS

Requests for Membership Vote

Motion for the Secretary to initiate a vote be cast by the i3Detroit Membership, per Section 1.4.8 of the i3Detroit Bylaws, on the following proposed actions:

Expansion

i3Detroit has an opportunity to expand into the adjacent space at our current location, roughly doubling our existing space. This action will increase our annual rental cost from $30,000 annually to $50,350 annually plus an increase in utility expenses. The Board of Directors is confident in the organization's financial capacity to support this expansion. Full details regarding the expansion plans and financials can be found in the Expansion Report: File:I3Detroit Expansion Report - January 20, 2019.pdf.

Proposal:
Start the vote on expansion as listed above
Moved by Paul, Seconded by Mark
7 Ayes / 0 Nays
Result: PASS

Other Business

Motion:
Suspend rules to allow members to take the floor so we can do the Q&A thing
Moved by Mark; Seconded by Matt
7 Ayes / 0 Nays
Result: PASS

See below for answered questions.

Adjournment

Motion:
Adjourn the meeting
Moved by Paul; Seconded by Jody
7 Ayes / 0 Nays
Result: PASS

This meeting of the Board of Directors was concluded at: 21:37

The next meeting of the i3Detroit Board of Directors is scheduled for: 2019-02-12

Supplemental Agenda Information

At the request of the Board of Directors, the Membership has been invited and encouraged to review the board's expansion proposal and provide comments and questions ahead of this special meeting. These comments and questions are not part of the official agenda and are placed here simply as reference for the meeting.

Please add specific questions and concerns you have below. Try to fit them in a category, but don't worry if it overlaps. We will prioritize questions which are posted in the agenda prior to the meeting. There may or may not be time for additional questions brought up at the meeting. Make sure you add your name to your question. You can easily do that by typing "~~~" to automatically add your name like this: Mkfink (talk).

This is an example question? Mkfink (talk)

This is an example answer.

Proposal Questions

Why is the budget figured with 150 paying members when the CRM indicates we have 197? - Emily

What is the actual count of paying members as of this meeting? What is the membership churn rate per year? What is the membership growth rate? - GaryG

What amendments or further channels can be made to make communications from the board clearer and more transparent to the general membership? Ie Logic behind decisions, legal arguments for or against proposals, proposals and input on them and is this a good idea? Do other members want to see this? Should reference and reasoning be made available to the membership? Are board statements to clear confusion something we want to make regular if they aren't already. Apologies if this is something we already do, I felt it important to clarify or discuss - T_Tusano

Lease Questions

Are you going to have a real estate agent or attorney look over the lease before signing? - Emily

It has the same language and terms as the current lease which we have had for a decade and just signed again for 1481A, so we have no plans to consult an attorney or real estate agent. Our current lease for 1481A is File:2019-2023 lease.pdf.

Are you going to let the membership see the lease before signing? - Emily

The proposed lease has the same language and terms as the current lease which we have had for a decade and just signed again for 1481A. Members are welcomed to read the 1481A lease File:2019-2023 lease.pdf.

"Either party may end this lease with 12 months’ notice without penalty" - This seems pretty dicey for us... we could spend a bunch of money fixing the space and then be kicked out.

This was already negotiated up from 5 months warning. A year should be enough time for us to secure new space if the worst comes to pass. This also allows US to leave with the same notice, which means that if something bad happens, like a drop in membership, an issue with the building, or problems with the city we can start the process ourselves.

In the current lease under Sec 15, Alterations, it says improvements that cost more than 1,000 dollars need Lessor approval. Will this be the case for the new space? - Emily

For the past 10 years, John has had a very relaxed attitude regarding changes to the building. Also, “improvements” in this case would be things that change the actual structure of the building. Replacing sewer lines, modifying the superstructure, etc. If we were going to do anything like that, we’d WANT to have John on board, especially if such improvements meant that he could lease it for more when we eventually leave. He might even split the cost with us.

Property Questions

Must all building projects and utilities be licensed and permitted by the City ?- Greg

This would follow the same rules as current side. If we do anything major, we’ll need to follow Ferndale’s permitting rules. Basic stuff shouldn’t be an issue. Again, it’s no different than what we’ve been doing the last several years already.

Who will obtain quotes for building projects?, who will oversee them? Greg

That depends a lot on what those projects are. For some things, the Infrastructure Coordinator would be the logical choice.

Does this space increase come with more parking? - Emily

It does indeed. The new lease has the same language about parking as our current lease, so our understanding is that we can park all along the front of the building anytime and in the courtyard along our part of the building as long as we don’t block doors we don’t have, and the landscaping company can get their trucks in and out.

Floorplan Questions

What is the process that the board will use to fairly allocate floorspace? What criteria will they base their decisions on?Charlie247 (talk)

That is currently under discussion and will be decided on by the board next month. The process will involve talking to all the current and prospective ZCs about needs and wants for each zone.

Who is leading the charge to make new zones? Potentially new zone coordinators will need to be found and nurtured? Charlie247 (talk)

This one is pretty much do-acracy. As people want new zones, they are welcome(encouraged, even) to champion them, or try and encourage others to champion. Zones so far have grown and shrunk pretty organically. We don’t see any reason for this to change.

Will board members be recusing themselves from decisions regarding their zones? Charlie247 (talk)

For each director who is a zone coordinator, there are six other directors to check them. However, this must be evaluated on a case by case basis, and may be based on whether a decision is specific to a certain zone or if it affects a number of zones more broadly.

I believe a lot of zones (both existing and new) have thoughts about where they'd like to be or not be -- proximity to or distance from various parts of the building, proximity to or distance from other zones, etc -- and I don't believe anyone's made an attempt to gather that input. I'm concerned that temporary floorplans already floated without these considerations will end up becoming permanent, because that tends to happen, so my questions are three

When is the appropriate time to gather and compile these considerations? In the event that they conflict, will ZoCos be invited to weigh and arrange and optimize and agree? And, in the event that this ultimately points to a layout different from the presumptive temporary plan, how will we fix that? My position is that the time for such planning is sooner rather than later, and that involvement contributes to legitimacy and buy-in, but I can't seem to phrase that as a question. Nbezanson (talk) 12:21, 20 January 2019 (EST)

A: No decisions will be made without input and hopefully consensus from both existing ZCs and new/prospective ZCs. While final decisions, and even temporary decisions, are not scheduled to be made for a while yet, info is starting to be gathered, but there will be a more formal process. In the meantime, jump into #expansion_plans and #floor_planning to voice opinions, and keep coming to meetings to hear reports from those doing the work.

B: Zone coordinators will be especially invited to weigh in. It doesn’t make sense and would be detrimental to the space to force changes that don’t align with a zone’s needs.

C: The old chestnut that “temporary becomes permanent” is particularly valid. However, if you look at the early floorplans of the current space in #history, you’ll see that much has changed over the years. There isn’t much different about this process. Decisions will be made and implemented, experiments will happen, mistakes will be made and corrected. We’ll all try and be excellent to each other, and we’ll all try and keep making this an excellent place to do!

We also plan to be very careful with temporary things, so they don’t have any illusions of becoming permanent, and are easy to move when the time comes.

What is the general purpose of the new floor space i.e. Clean, dirty, storage, storage -member, paid, i3 storage things that are easy to move or hard or $ to move -Greg

Dunno! I certainly hope you’ll be part of the process as the membership figures that out! Some folks want separation, some want mixing. Some want to pay for storage, some want there to be no storage at all. It’s all up in the air, and there aren’t any decisions as of yet. Participate and let’s all do this together!

The general purpose of the new floor space is to be predominantly more of what we already have. There have been suggestions about separating clean and dirty, noisy and loud. There have also been suggestions about adding paid storage. None of these are set with any certainty, but this does give us the opportunity to better organize our existing zones and possibly add new ones.

Eliminate from the wish list for future zones things that are no practical or limited by bldg. code\es like Auto, Forge and other things that generate VOC's or flame with out environmantal studies/permission from the city -Greg

If those zones want to exist, their champions must help figure out what it will take to make them legal. There are lots to be done in order to make something like that a reality, not the least modifying the COO. Until that time, you are correct that such activities will not be allowed. When a champion shows it is legal and safe for us to do it, then we can start doing it.

Legal Questions

What affect does leasing the rest of the building have on our current occupancy permit? Charlie247 (talk)

Our Certificate of Occupancy will need to be amended or replaced with one covering both suites A and B.

Do we require an inspection from the city for code, etc. if we lease a new space? Coogle

A new COO will be issued after appropriate inspections by the city. We are currently in contact with the appropriate city departments so we will be ready to begin the process as soon as possible.

Will the city be doing an inspection prior to us renting the space, or otherwise can we make sure if the space as-rented meets Ferndale standards?

The city will inspect after we take possession before issuing a COO.

Have These been reviewed? Industrial Code Coogle

Yes. We haven’t had trouble with code compliance in the past, and we expect our neighbor was also in compliance in the space we plan to lease.

What is our current Insurance Policy and coverages? Coogle

$2 million in general liability insurance & $20k in personal property insurance. The personal property insurance will be increased after ZCs update values for tools the space doesn’t own.

Per lease "Lessee acknowledges that the Premises are in a state of repair that is acceptable for Lessee’s intended use of the Premises. Lessee accepts the Premises as they are." - Inspection? Coogle

We are having an inspection by a third party. Furthermore, our own infrastructure folks have already had a few preliminary looks, and they will get a more in-depth look after the current occupant officially releases possession of the building. So far, they are confident the space is sound, and nothing is overly problematic. Should that change, we’ll bring it to the membership’s attention and any required repairs will be made.

Dues Questions

how many scholarships are there, can or should they be eliminated or reduced - Greg

There are 10 active scholarships.

There is no intention to drop scholarships at this time.

There was discussions about partial scholarships.

There were discussions about making a scholarship fund.

Are there other ways to raise expense $ - Greg

There are tons of way to raise both expenses and funds. Many have been discussed, and more will be discussed going forward. Since i3 can currently afford both leases as well as expected utilities/fees/etc., that isn’t a specific part of the current discussion.

What are the projected expenses over the next 12 months if we move forward with a new space? - Coogle

A:

B: Everything else is pending an approved floorplan

Without knowing how many paying members we actually have, how can we vote to increase dues? - Emily

We are not currently voting to raise dues. That’s a question for another day, another meeting. That information will be important for the process, when it comes time to discuss it.

As a change in dues may lead to changes in dues paying members, a survey was sent out to solicit feedback to try and minimise this impact.

Use the income numbers instead of member numbers.

78K USD income in 2017(probably)

98764 USD income extrapolated from the past 6 months

If we increase dues by 20%, that’s income*1.2

Use 1.15 so we have a safety margin

113.6k USD using the data from the past 6 months

This is above the estimates above for 150 members, so that is a very safe bet.

The dues increase proposed by the Board is 20%! Are other more modest options, perhaps $5/mo., being considered? - GaryG

a: Most members who responded said more than 59 was fine:

b: If we increase it a bit more than how CPI/rent changes, we have to increase it less often

c: Studies show numbers with a 9 are better.

d: An increase of $10 was a logical increment.

Any dues increase will require a modification of the Bylaws which, in turn, will require 60% approval by the membership (90+ votes to pass). - GaryG

Correction

Amendment of the Bylaws will require 2/3 approval of the membership (100+ votes to pass) - GaryG

Wrong. Bylaws article 4 section 5: A quorum shall consist of the voting members present at a regular meeting, or one-fourth (1/4) of the voting membership at a special meeting. - Evan A

Paid Storage Questions

Important point: Paid storage is not up for discussion right now. Rules for it will be proposed at a future member meeting. After rules exist, it becomes a floorspace issue and the board can allocate space for it. The basic idea is to get some temporary use out of the B side while we deal with the actual floor plan, and then possibly leave some rentable plots in the final floor plan. But that is a floorplanning issue, and also not relevant right now.

Shouldn't paid storage be discussed by the membership instead of the board, as all of the rules for storage are in the standing rules instead of the bylaws? Charlie247 (talk)

Yep! That is indeed the case. Board could allocate the floor space for storage, but the whole “paid storage” thing would need to go through the membership. That will be part of the floor space allocation meetings, and isn’t being decided on here and now.

What are the rules regarding making it into a mini workshop and facility requirements to do so. Minimum rental duration

That will be part of the floor space allocation meetings, and isn’t specifically being decided on now. At a minimum, items and equipment must be stored and used safely

Non paid member storage -Greg Lockers - Greg

We currently have a bunch of open storage plots, and there are no plans to do away with them. There is the small set of storage lockers, though we don’t have plans to get any more.

Per the Lease "Lessee agrees not to assign or sublease any part of the Premises without written consent from Lessor" - Do we have Permission - Coogle

The landlord has said it’s fine.

What is the primary purpose of offering paid storage?

For years some folks have been asking for larger, possibly paid, workspace/storage plots to work on large projects that they currently have no way to store. As it’s not fair to use up large chunks of floorspace, some folks have suggested allowing for people to pay some amount for dedicated space. Whether that got used for storage, a workbench, or whatever, as well as pricing, terminology, rights and duties, that will all be part of the floor space allocation meetings, and isn’t specifically being decided here and now.

Has any thought been given to setting aside some of the new space for temporary member use/rental for large projects that may require space other than 5x10? - GaryG

This will be decided as part of the rules for paid storage. We also have the Parking Ticket system which cann apply to any items left stored where they are not supposed to be, whether that’s in a paid storage plot or not.

Meeting Metrics

Action Item Summary

No action items.

Proposal Summary

Proposal	Moved By	Seconded By	Aye	Nay	Result
Start the vote on expansion as listed above	Paul	Mark	7	0	PASS

Attendance

1. Emily L
2. Gary G
3. Jody R
4. Gregg G
5. Robert B
6. David J
7. Greg S
8. Charlie R
9. Caroline R
10. Jim K
11. Andy L
12. David H
13. Jan H
14. Paul L
15. Paul A
16. Aisha B
17. Tony S
18. Roger S
19. Karianne G
20. Ross T
21. Stephen M
22. Mark F
23. James O
24. Matt C
25. Mike F
26. Frank

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