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2022-03-24 Board Meeting Minutes

HamWAN Memphis Metro 2022 Q1 Board Meeting

Agenda

Call to Order

  • Ryan Turner: I call this meeting to order at 8:04 P.M. Central Time on March 24, 2022 taking place via Zoom conference.

Roll Call

Previous Meeting

  • Ryan Turner: Our last board meeting was on August 18, 2021; due to a clerical error there are no meeting minutes to present; all business from that meeting will be called here again for transparency and compliance during the “unfinished business” section.

Officers Report

  • Ryan Turner: We’ll now move to the officer’s reports, starting with the president

President

  • Ryan Turner: I presented MemHamWAN to Nashoba ARC on March 14, 2022. It was a good high-level overview of the platform, and there were some good follow-up questions. There was one person who indicated an interest in wanting to have a survey done, though I am still waiting to hear from them by way of Frank (president of Nashoba).
  • Ryan Turner: Over the 2021 winter, I’ve continued on the migration from GitHub and various devops tools to GitLab and their devops platform. The goal of this effort is to consolidate our tech footprint and make our approach more mainstream and better documented. This should be complete before the end of the quarter.
  • Ryan Turner: Currently, Sam and I are the only netops. We need to consider making netops more approachable, perhaps starting with finding “site maintainers” who focus more on the physical operations of things since simple physical issues are the predominant failure mode right now (i.e. power failures). Open to input on how to approach this or who to tag for help. I intend to raise this for wider discussion via GitLab issue and Slack and look forward to your input there.

Secretary VP

  • Ryan Turner: We’ll now move to the secretary VP’s report

  • Ryan Turner: I MOVE THAT we approve the 2021 end of year financial statements as presented

    • Cliff seconded and the motion carried

  • Sam Eichold: For the board’s reference, Memhamwan-Balance Sheet-FY22Q1-forcast.pdf is our forecast EO2022Q1 balance sheet. Please anticipate that formal reports for Q1 will be filed at our next board meeting.

Unfinished business

  • Ryan Turner: We’ll now move on to unfinished business.

  • Ryan Turner: I MOVE THAT we approve a $20.95 expenditure to pay for the 2020 Secretary of State filing on September 13, 2021 as referenced in this message; this is already reflected in our financial statements

    • Affirmed by consensus

  • Ryan Turner: I MOVE THAT we approve a $200 expenditure to pay for the 2021 club liability insurance on September 13, 2021 as referenced in this message; this is already reflected in our financial statements

    • Affirmed by consensus

  • Ryan Turner: I MOVE THAT we approve a $433.61 expenditure to purchase power handling equipment and fiber for our LEB site on August 18, 202; this is already reflected in our financial statements; receipts are here

    • Affirmed by consensus

  • Cliff Gurlen: I MOVE that we approve the prior motions as presented

New business

  • Ryan Turner: We’ll now move on to new business.

  • Sam Eichold: I MOVE THAT we file annual report with TN Secretary of State and approve an $20.95 expenditure to cover filing costs (tracking task)

  • Sam Eichold: I MOVE THAT we file Application for Reinstatement with TN Secretary of State and approve an a $70.95 expenditure to cover filing costs (tracking task)

  • Ryan Turner: I MOVE THAT Pursuant to Article 10 Section 1, we amend article 3 section 8 of the bylaws which currently read as:
    “Regular meetings of directors shall be held on First Wednesday of the month at 7:30 p.m., unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day.”
    Replacing this entire section with:
    “Regular meetings of directors shall be held on the second to last thursday of the quarter at 8:00 p.m. central time, unless such day falls on a federal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day”

  • Ryan Turner: I MOVE THAT Pursuant to Article 10 Section 1, we amend Article 13, Section 2 of the bylaws which currently read as:
    “A regular meeting of members shall be held on _, at _ .m., for the purpose of electing directors and transacting other business as may come before the meeting. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. Each voting member shall cast one vote, with voting being by ballot only. The annual meeting of members for the purpose of electing directors shall be deemed a regular meeting. Other regular meetings of the members shall be held on ___, at _ __.m. If the day fixed for a regular meeting falls on a legal holiday, such meeting shall be held at the same hour and place on the next business day.”
    Replacing this entire section with:
    “An annual meeting of members shall be held on the last Thursday of August at 8:00 p.m. central time, for the purpose of electing directors and transacting other business as may come before the meeting. If such day falls on a federal holiday, the annual meeting shall be held at the same hour and place on the next business day. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. Each voting member shall cast one vote, with voting being by ballot only.”

  • Ryan Turner: I MOVE THAT as detailed in proposal task, in order to maintain a performant network edge connection, we approve up to $10 a month recurring fee for a cloud edge router and a one-time licensing fee for up to $50

  • Ryan Turner: I MOVE THAT the secretary shall publish these meeting minutes in the wiki within 5 business days of this meeting being adjourned and that we adopt this as a standing rule for the board of directors in perpetuity or until we decide to end this rule

  • Cliff Gurlen: Would like to revitalize the local community for digital communications and technologies; likely under the Midsouth Makers umbrella, but HamWAN may have some space here

Announcements

  • Ryan Turner: Are there any announcements?
  • Ryan Turner: The next meeting will be the Q2 board meeting on June 23, 2022 at 8 p.m. central time on webconference

Adjournment

  • Sam Eichold: I MOVE THAT we adjourn the 2022 Q1 board meeting.