Event:2016/11/17 Delegates Meeting

Omni Delegates' Meeting - 17 November 2016 7pm-9pm

Agenda

 * Introductions, Meeting Roles, and Delegates Count [10 minutes]
 * Announcements [10 minutes]
 * Bans [10 minutes]
 * Working Group Report-Backs [15 minutes]
 * Proposal: Approve Assignment of Option to Sudo [10 minutes]
 * Proposal: Adopt resolution to amend bylaws and articles, approve purchase, and appoint new officers [20 minutes]
 * Proposal: Sudo Room Fiscal Sponsorship [10 minutes]

Introductions
Introduce yourself: Name; Preferred Pronoun; Affiliation
 * Marcus: ABDC, Agua Viva, he/him
 * Houng: ABDC, she/her
 * Eddie: they/them, with Huong
 * Ken:CCL delegate
 * LOri: GWS, delegate
 * Rebecca:she/her, interseted in making OMni sanctuary space
 * Steve: BAPS delegate
 * Julian: BAPS, commnications
 * Lynn: commons
 * Joe: building, FNB, delegate
 * Laura: fundrasing/finance
 * Almaz: GLobal COmmunications delegate
 * Jenny: SUDO, finance
 * Richard: has been to events here; animal advocate; has hundred of animal books and is interested in a place for them

Meeting Roles

 * Facilitator/s: Marcus
 * Explanation of hand signals: "deaf applause", "raised hand", "point of process", "direct response"(wildcard), etc.
 * Stacktaker: Lynn
 * Timekeeper: Eddie
 * Notetaker/s: Laura, Jenny
 * URL of this pad: https://pad.riseup.net/p/omninom
 * Vibe Reader: Steve
 * Next meeting's facilitator(s): Joe

Delegates

 * ABDC: Marcus
 * BAPS: Steve
 * CCL: Ken
 * CSC:
 * FNB: Joe
 * GWS: Lori
 * LL:
 * Sudo: Jenny
 * TIL: inactive
 * YES: Almaz
 * Quorum: yes (7/9 active collectives)

Announcements

 * Jenny: Direct action training for people going to standing rock was successful so there will another training this Satruday 11-6 in the ballroom. Includes overview of direction action and civil disobedience, first aid for demos, cryptoparty, AND MORE!
 * Joe: Sunday @ noon Occupy Oakland Labor Solidarity committee meeting to plan a general strike for Jan 20th - need people to reach out to other labor groups & such. Latham Square, Telegraph & Broadway at noon.
 * Marcus: this Saturday, fundraiser party for Land Action in the ballroom 6-11:30
 * Steve: APTP planning 5 days of activities leading up to Jan 20th general strike. Calling on people across the Bay to think of things that can be done to call attention to BLM, police accountability, prison abolition, etc.If you have an idea or affinity group, get in touch w/ APTP - they meet Wednesdays at Eastside Arts Alliance
 * Ken: 1st wknd of Dec, 10-5, annual Fungus Fair, big contingent of BAAM (Bay Area Applied Mycology) presenting on their remediation experiments.

Bans

 * Add to list of people asked to leave
 * Trump has been temporarily banned from sudo room pending mediation
 * Why just temporarily?
 * A full ban requires consensus

Building & permits
Meetings: Mondays at 8pm
 * Joe: we're not doing anything except trying ot finish the back wal. Angel working on the lumps. Primer is being applied. Agua Viva decide color if not white. We need a lot of work in this room to finish it.
 * Hol has said that he'll take on finishing the ADA bathroom once he returns from his honeymoon
 * much rejoicing
 * Almaz: Would be good to post to the public to invite to days working group is working
 * Plumbing work for CCL beginniing 1st week of December
 * Joe: Is ABDC still moving forward onmove to entrance hall?
 * Marcus: Yes, formal proposal will be brought to the next Delegates Meeting
 * Jenny: Agua Viva willbe initiating build out over the next couple of weeks. Health preinspection scheduled. Pop-ups will probably cease. COunter will be demoed. Plumbing and electrical done and new counter built.
 * We can afford the sewer lateral because the lender has agreed we can start paying the mortgage in January. Also had fire extiinguishers certified the other day.
 * This group needs help; https://omnicommons.org/lists/listinfo/building

Commons
Meetings: Second and Fourth Tuesdays at 7pm
 * Lynn: Getting lots of requests, particularly for dance groups for some reason
 * Almaz: we are trying to get an inside security guard service at the OMni so let us know if you are interested. Brings up sound bleeding from DIsco ROom in to CCL
 * This group needs help:
 * https://omnicommons.org/lists/listinfo/commons
 * https://omnicommons.org/lists/listinfo/booking

Communications
Meeting tentatively Wednesdays @ 6:00pm
 * Julian: met twice. FIrst was an emergency post election meetiing. OUt of that, flyer was made to invite organizers to use the OMni, and Organize page on the wiki. Now we're trying to plan a regualr community dinner and direct action training.
 * Laura: newsletter?
 * Julian: Yes, but not sure when. Probably in December after buying the building.
 * Marcus: Is it possible for the collectives to send you stories for the newsletter?
 * Julian: Yes, encouraged
 * Jenny: MArc just brought in a fast laser, wifi enabled printer. Located in OMni office. Use it but don't abuse it.

Finance
Meetings: Currently conjoined with Fundraising (Mondays at 6pm)
 * Jenny: Thanks to all collectives that paid early! We have $4157 in the bank - good for the middle of the month. Also props to COmmons becasue there has been a good flow of funds coming in from events.
 * We still have to do our taxes for the past 2 years. 2015 was due on the 15th but we missed it.

Fundraising/Buy the Building
Meetings: Mondays at 6:00pm 1 week ago we exercized our option ot buy the building. On Monday Matt Harbory sent in the $5000 deposit he is lending us to open escrow. The Board of Sudo all resigned except me and I elected the new SUDO board which is all of you. We have had special meetings of the members to formally become Omni Commons. Sudo brokerage account is open. TOnight we will formally transfer our option to purchase and all other contracts to Sudo Room. ALso need to elect new Omni Commons officers. 4 of our community lenders will be repaid in full at close of escrow.
 * Jenny: There will be a bunch of proposals to formalize things that we have already consented upon.
 * Ken: DO we still need to sign stuff that we were told we were supposed to sign last week?
 * Jenny: I have a couple of board resolutions for members to sign (see below)
 * Laura: I will need the bios of the board members for the new insurance policy application.
 * Omni Commons Board of Directors 2016/2017: https://docs.google.com/document/d/1bml7wmHk1l1gwB-hRV-CHB0w2x_hv6tCZhZKMijkgHQ/edit#
 * ALmaz: Who is the board of directors? (Jenny reads the list)
 * Ken: Template? Resume?
 * Laura: Resumes are great. Send me a resume!
 * Joe: What about D&O policy?
 * Laura: That will stay with Brignole and Ghiri. Just needs to be unpdated with new info

Proposal: Approve Assignment of Option to Sudo [10 minutes]
The undersigned, the directors of Omni Oakland Commons, a California Public Benefit Corporation, adopt the following resolutions:

1.   RESOLVED that the Corporation shall enter into all transactions and execute all documents associated with a transaction in which the Corporation shall assign to Sudo Room, a California public benefit corporation (“Sudo”) of that certain Option to Purchase Agreement regarding that certain piece of real property commonly known as 4799 Shattuck Avenue Oakland (the “Property”), on the terms and for the consideration described in the Assignment Agreement attached hereto as Exhibit 1, which is hereby incorporated herein by this reference. The board finds that the consideration paid for the assignment is reasonable. FURTHER RESOLVED, that the Corporation authorizes Jennifer Ryan, who is the Secretary of the corporation, to sign any and all documents that may be necessary to complete the Assignment Transaction described above.

IN WITNESS WHEREOF, we have set our hands to this consent, which is to be filed with the minutes of the Board Proceedings.

Exhibit 1: https://docs.google.com/document/d/16SqkLsQbzzYkfKK5aRjz_VTfqgGxlMeBuc9CKdKZ7QU/edit

Discussion

 * Joe: Ready to set my hand to this thing,but would like to understand better the difference between fiscal sponsorships and sublessors. LAura agrees to explain this at another time.

Consensus: In agreement - 7/9 (Sudo, ABDC, CCL, BAPS, GCS, FNB, GWS) PASSES Blocking - None Abstain - None

Proposal: Adopt resolution to amend bylaws and articles, approve purchase, and appoint new officers (20 mins)
The undersigned, the directors of Sudo Room, a California Public Benefit Corporation, adopt the following resolutions:


 * 1.   RESOLVED that the Board approves amendment of the Articles of Incorporation of the Corporation to the Restated Articles contained in Exhibit A, hereto, which is hereby incorporated herein by this reference.  The amendment must also be approved by the members of the Corporation.  The Board authorizes the President and the Secretary to notice a special meeting of the members for the purpose of approving amendment of the Articles, sign the Restated Articles, submit the Restated Articles to the Secretary of State for filing, and take all other actions necessary to amend the Articles of Incorporation.


 * 2.   RESOLVED that the Board approves amendment of the Bylaws of the Corporation to the Amended Bylaws contained in Exhibit B, hereto, which is hereby incorporated herein by this reference, provided, however, that the amendment shall not be effective until approved by the Members of the Corporation pursuant to Corporations Code Section 5342.


 * 3.   RESOLVED, that the Board appoints the following persons to the following offices, to serve at the pleasure of the board:

Name               Office
 * Lynn Howe        President
 * Jennifer Ryan      Secretary
 * Brian Feraru       Chief Financial Officer


 * 4.   RESOLVED that the Corporation shall enter into all transactions and execute all documents associated with a transaction in which the Corporation shall accept a donation from Mulberry Trust in the form of appreciated securities in the approximate value of $1,000,000.00 (the “Donation Transaction”.)  Prior to enacting this Resolution, the Board has been advised by the Corporation's attorney that the Donation Transaction qualifies as an unusual grant and shall not endanger the Corporation's public charity status. FURTHER RESOLVED, that the Corporation authorizes Lynn Howe, who is the President of the corporation, to sign any and all documents that may be necessary to complete the Donation Transaction described above.
 * 5.   RESOLVED that the Corporation shall enter into all transactions and execute all documents associated with a transaction in which the Corporation shall accept assignment from Omni Oakland Commons (“Omni”) of that certain Option to Purchase Agreement regarding that certain piece of real property commonly known as 4799 Shattuck Avenue Oakland (the “Property”), on the terms and for the consideration described in the Assignment Agreement attached hereto as Exhibit C, which is hereby incorporated herein by this reference.  The board finds that the consideration paid for the assignment is reasonable.  FURTHER RESOLVED, that the Corporation authorizes Lynn Howe, who is the President of the corporation, to sign any and all documents that may be necessary to complete the Assignment Transaction described above.


 * 6.    RESOLVED that the Corporation shall enter into all transactions and execute all documents associated with a transaction in which the Corporation shall obtain ownership of the “Property” for the total purchase price of $1,950,000 from John Slye Givens, Trustee of the John Slye Givens Revocable Trust (“Seller”) as described in the Option to Purchase Agreement (“Option”) signed between Omni and Seller (the “Purchase Transaction”).  FURTHER RESOLVED, that the Corporation authorizes Jennifer Ryan, who is the Secretary of the corporation, to negotiate on behalf of the Corporation any terms related to opening of escrow pursuant to the Option, close of escrow, escrow instructions, or other terms or conditions related to the Purchase Transaction, and sign any and all documents that may be necessary to complete the Purchase Transaction described above.


 * 7.   RESOLVED that the Corporation shall enter into all transactions and execute all documents associated with a transaction in which the Corporation shall borrow funds not to exceed $1,050,000.00 from Mulberry Trust to complete the Purchase Transaction on the terms and conditions described in the Secured Promissory Note attached hereto as Exhibit D, which is hereby incorporated herein by this reference (the “Loan Transaction”).  FURTHER RESOLVED, that the Corporation authorizes Jennifer Ryan, who is the Secretary of the corporation, to negotiate on behalf of the Corporation any terms related to the Deed of Trust that shall secure the Secured Promissory note or other terms or conditions related to the Loan Transaction, and sign any and all documents that may be necessary to complete the Purchase Transaction described above.

Exhibits

 * Exhibit A: Restated Articles of Incorporation - https://docs.google.com/document/d/14EeYbebL2gOw89nxLCI0Tsb-YHOi-uhYKLqlwacfjoY/edit
 * Exhibit B: Amended Bylaws - https://docs.google.com/document/d/16SqkLsQbzzYkfKK5aRjz_VTfqgGxlMeBuc9CKdKZ7QU/edit
 * Exhibit C: Assignment of Option Agreement - https://docs.google.com/document/d/16SqkLsQbzzYkfKK5aRjz_VTfqgGxlMeBuc9CKdKZ7QU/edit
 * Exhibit D: Secured Promissory Note - https://docs.google.com/document/d/1zlFVVox3Bfgi7a-TOpdwtZIaCDKTLh0UF3EvdFD90nY/edit

Discussion

 * Ken: Mary has been the President. HAve you discussed this with her?
 * Jenny: Our presidents have typically served for 1 year. I haven't talked to Mary about it.
 * Marcus: Is there anyone who would like to be the President or nominations.
 * Joe: I nominate Laura.
 * Laura: I decline.
 * Jenny: I nominate Lynn
 * Lynn accepts.

Consensus on Lynn Howe as our new president:
 * 4 in agreement: FNB, GWS, BAPS, ABDC
 * 3 abstentions: CCL, GCS, SUDO
 * 0 Blocking
 * Passes!

Blocking: 0
 * Consensus on Jennifer Ryan as the Secretary
 * 7 in agreement
 * Passes


 * Nominations for CFO:
 * Brian Feraru!
 * Consensus: 6/6
 * Abstain: 0
 * Block:0
 * Passes

Package Deal Vote:
 * Consenso: 6/6
 * Abstain: 0
 * Block: 0

Proposal: Sudo Room Fiscal Sponsorship [10 minutes]
via Jenny 11/17:

The following is a proposed fiscal sponsorship agreement for Sudo Room as a project of the Omni: https://docs.google.com/document/d/1FpE1-OikfLmqENzIprlHatZpi9UhCzJteI6qcTGqQsY/edit

The only significant change is a rent reduction from $2,446/month to $2,000/month total. For the past year, Sudo Room's monthly income has averaged less than $2,000/month. We have only been able to cover rent and utilities ($2,446) thanks to the generous support of a single member. Given Omni's imminent decrease in monthly expenses and the deep need for sudo to invest in its space, I propose to reduce Sudo's monthly contribution to $2,000.

Discussion

 * Consensus: 6/6
 * Abstain: 0
 * Block:0

= Next meeting=
 * Steve's proposal to have a discussion on shared space