Event:2019/03/21 Delegates Meeting

Omni Delegates' Meeting - 21 March 2019 7pm-9pm

for instructions on preparing and archiving these notes, please see the bottom

Agenda

 * Introductions, Meeting Roles, and Delegates Count [10 minutes]
 * Access Check-in [5 minutes]
 * Brief Announcements [5 minutes]
 * Working Group Report-Backs [15 minutes]
 * Member Collective Updates (10 minutes)
 * Ban Report (if any) [5 minutes]

Introductions
Introduce yourself: Name; Preferred Pronoun; Affiliation; any brief announcements; say whether you're a delegate; let us know about any access needs you have†
 * Ken CCL delegate
 * Julian BAPS delegate
 * Robb sudoroom
 * Yar sudo delegate
 * Rachel GWS delegate
 * Mary Anne CSC delegate
 * Helen FNB delegate
 * Dennis LL delegate
 * Laura
 * Marcus
 * Almaz GCEA delegate

Access Check In
Is everybody able to participate fully in this meeting? Do people have unmet needs or concerns?

Meeting Roles

 * Facilitator/s: Marcus
 * Explanation of hand signals: "deaf applause", "raised hand", "point of process", "direct response"(wildcard), etc.
 * Stacktaker: robb
 * Timekeeper: rachel
 * Notetaker/s: yar, laura, julian
 * URL of this pad: https://pad.riseup.net/p/omninom
 * Vibe Reader: helen
 * Next meeting's facilitator(s): rachel

Delegates

 * BAPS: Julian
 * CCL: Ken
 * CSC: Mary Ann
 * FNB: Helen
 * GWS: Rachel
 * LL: Dennis
 * Sudo: Yar
 * GCEA: Almaz
 * Quorum: yes 8/8

Brief Announcements

 * OC is having a catered event Friday 3/22 and three more events next week that will need BETTER ACCESS to the shelves and spaces behind the ballroom bar. Please look there tonight and remove anything that belongs to you or a member of your ollective. It is important  for renters using the bar to have as much space as possible.  Thank you, Booking W.G.

Building & permits
Meetings: Kitchen WG has been meeting on MOST! saturdays!
 * electricity party at 12pm on Saturday. goal: fill gaps in knowledge of electrical circuitry; its documented on the wiki. focus this time on the basement
 * don't need many skills to participte
 * no competing events
 * have been having productive Saturday Kitchen meetings lately; may have kitchen by year's end but need more money to meet that goal
 * This group needs help; https://omnicommons.org/lists/listinfo/building
 * This group needs help; https://omnicommons.org/lists/listinfo/building

Commons
Meetings: Meets 2nd and 4th Mondays at 5pm; join the 'Commons' list
 * This group needs help:
 * https://omnicommons.org/lists/listinfo/commons
 * https://omnicommons.org/lists/listinfo/booking
 * https://omnicommons.org/lists/listinfo/booking

Communications
Meetings: Not currently meeting

Finance
Meetings: Currently conjoined with Fundraising, 2nd & 4th Mondays at 6pm
 * Laura - there are some issues developing with the Cafe. too many details to enumerate, but will report via consenus email. could undermine the future of this project, contingent on factors including paperwork.
 * 2 people have quit the cafe saying the others are trying to turn it from a "worker coop" to something where they wouldn't get paid, and stalling progress on construction
 * Lease is with 4 individuals, not an org. Jesse says if 2 back out we'd need to redo the lease.
 * Disagreement over how people will be paid. There's a feeling of wage theft.
 * Statement of solidarity should preclude contracting with wage thieves
 * Yar wonders whether the folks who've quit are actually ready, willing & able to follow through with taking over the cafe project
 * one couple already has a successful cafe. the other couple do not have experience but are very enthusiastic,

Fundraising
Meetings: Currently conjoined with Finance,, 2nd & 4th Mondays at 6pm

Member Collective Updates
What is going on with your collective? What are you working on? What have you accomplished? Any events coming up? Any difficulties you are encountering that you need help with?

BAPS

 * no new updates, same classes (Writing group, Beat Aesthetic)

CCL

 * lots of classes, projects going well

CSC

 * 3/30 - Waffles and Zapatismo discussion on Zapatista's principles of autonomy as they relate to Oakland; in CSC office

FNB

 * started taking food to east oakland (vs just peoples park)

GCEA

 * doing fine, lots of events and classes happening at different places

GWS

 * poor peoples hearing 4/26 taylor memorial church

LL

 * Just finished showing 2nd film in the 400 years of Black History Series. 3rd film on Easter, a documentary called Struggles and Steel. the overall theme of the series has been black labor.

Sudo

 * not much, people are working on projects

Ban Report (if any)

 * Add to list of people asked to leave

= Proposals =

Hire Jenny as the bookkeeper

 * Jenny with support of Finance Working Group
 * I am now incapable of continuing to engage on this level with Omni’s bookkeeping and operations on a volunteer basis. I enjoy this work, and have been studying nonprofit bookkeeping and law generally over the past three years, obtained Quickbooks certifications, attended webinars and workshops, and have already begun doing nonprofit bookkeeping as a paid position for other clients. However, I have bills to pay and will soon need to find full-time paid employment or the equivalent - which means I won't have time to work on Omni. This work adds up to minimally 20 hours/month and is reliant on skilled labor that has been consistently out of reach for Omni Commons since its inception. Starting March 1st, all of our community loans - totalling over $100K with monthly average repayments to the tune of $3,200 - will have been repaid! We are now in a position, financially, to afford professional bookkeeping and administrative services (see Feasibility). Paying for skilled labor is not unprecedented: since our beginnings, we have readily paid the hourly or project-based rate for legal assistance, city permitting and inspection fees, and building and maintenance work (including electrical, plumbing, fire safety, and roof repair) - as well as supporting paid A/V for events. Traditionally, those we hire have been people aligned and familiar with Omni’s vision and structure, or recommended by comrades within our community. Summary/Proposal: It seems to me that Omni has the following options: Hire an accountant and train them in the structure and history of Omni and its collectives (probably expensive); Hire another Omni volunteer and train them in bookkeeping, taxes, etc; (who will do the training?); Attempt to find someone else to do this work for free; Pay me to continue doing the work I've been doing for free over the past 3+ years.

Revised Alternate proposal

 * Laura, Mary Ann, Rachel, Xian, Jenny, with support of CSC and GWS
 * Revised Alternate Mediation proposal:

To restore trust between GCEA and OC and their members: If trust is restored, to negotiate a new agreement for GCEA to become a member collective; 3. If there is time, identify the policies and practices that have the most negative impact on participation of people of color at Omni and, since there is not likely enough time to deal with them fully, to at least reach an agreement on next steps to do so.
 * Pay up to $1500 to Melissa Merin to facilitate a process to resolve current major conflict at Omni Commons.
 * Hold sessions on 3 Saturdays in April or May based on responses to the survey. Mediation must begin by May 31, 2019 and end by June 30, 2019.
 * No one who is banned from Omni will be invited or allowed to participate.
 * Any confirmed member of any collective or active participant in any working group can participate in the mediation but must fill out the participation survey in advance.
 * Participants in the mediation will be expected to speak about their own personal experiences, rather than speaking on behalf of others.
 * The scope of the mediation should be defined in advance such that it is reasonable to accomplish in the 3 proposed sessions. The proposed purpose of the mediation will be:

Yar's Revisions

 * Yar: thank you for addressing our concerns about the last amendment. After meeting with Julio and Katrina, the compromise we reached looks roughly the same as yours, with a few exceptions:
 * We don't accept the premise that GCEA is not currently a member collective. Let's phrase 1 & 2 more generally as something like: "To restore the relationship between GCEA and Omni, and any closely related topics that arise from that discussion"
 * but we are willing to bend on this and keep the language of 1 & 2 in order to pass the proposal tonight
 * We don't know what you mean by "confirmed member". Do projects like the Village count? People who regularly use the space for events? We think it'd be better if you let us and Melissa go on a case by case basis when people fill the survey
 * Laura: my main concern is the presence of people who have not been active at or with OC, who have no personal relationship to the issues of the mediation, and who are unlikely to contribute to OC going forward. There were several people like this during the Becoming Omni process.
 * Not everybody has re-filled the form with April & May dates, so I (Yar) am going to try reaching out to people individually about that, and we will also start including Sundays as a flex option if that's what's necessary to make it work
 * If you're willing to accomodate these changes, then hopefully we've reached consensus!

Discussion

 * Mary Ann - there was an agreement that a CSC member & Laura would speak to the mediator. the reportback: they do agree with Melissa as mediator, there's still the issue of "he will not direct me to approve of any proposal in which the issue of GCEA being a member collective is muddy." our collective believes the Omni is a 501c3 instutiton w/ legal rights and responsibilities. CSC believes we must excersise the rights we have as party to the lease, which has been abandoned totally. we have to go in with a clear cut termination of the relationship, and the mediation should be about what it takes to restore the relationship.
 * I don't understand the difference of opinion; GCEA came to delegates asking for a renegotiation; that effeectively terminates the lease. we cannot allow someone who has no lease to continue using space at the Omni commons. our lawyer has said in one of our communications, we could actually be faulted for giving a benefit to a group that's not a member by virtue of not having a lease, non-profit status, or fiscal sponsorship status.
 * the Omni Common's rights are not subject to a mediator's decisions. our legal rights cannot be mediated.
 * we (CSC) are willing to participate in mediation and to pay the money.
 * we worry that this could set a negative precedent for the future if we do not enforce this lease now.
 * Yar - the language I proposed as a revision is not a good enough scope?
 * Mary Ann - I heard you say, I want to you to go into the mediation taking a stance that GCEA is not a member collective
 * Yar - no, our point is that we should enter mediation neutral on this.
 * Mary Ann - our point is that a member collective is defined by our rules and by our lease. and we feel we should
 * Yar - no laws concern the status as "member collective". member collectives have always been definited extra legally.
 * Mary Ann - this changed when we became a 501c3.
 * Laura - the definition of a member collective is defined internally. but we decide a couple months ago that onboarding new memer collectives
 * Yar - we only approved that for new member collectives.
 * Laura - I don't think we can have different standards for different collectives
 * Ken - obviously this is getting complicated. my understanding is that we are doing this mediation because there is some unfairness goign on. I do see, even as a old white guy. that there are some unfair rules enforce hear along lines of race. we've made allowances in the past. my feeling is that we should progress with the mediation, make sure Almaz and everyone is happy. we should start by assuming GCEA is a legitimate collective. I'm reserving objectivity nonetheless, we shouldn't be so concerned about yes or no, they are exactly a collective or not.
 * Rachel - my collective's view is similar to CSC. the legal issues are clear cut. if we hold Almaz's collective to a different standard, then this is racism. people in my collective were outraged at the expense of $1500 for a mediation. as a grassroots group, we were shocked. but nonetheless. we agree that the legal issues ought not be mediated.
 * Yar - I regret going into the weeds about member collectives defined. point is - my revision is that we should take the stance out one way or the other. the proposal being agnostic on this topic
 * Marcus - I want to summarize this proposal and close this discussion. What do we need to move forward? are we voting on this now?
 * Yar - I hope so.
 * Laura - my comment on here about the "confirmed member" -
 * Laura: my main concern is the presence of people who have not been active at or with OC, who have no personal relationship to the issues of the mediation, and who are unlikely to contribute to OC going forward. There were several people like this during the Becoming Omni process.
 * we face an issue like this with Becoming Omni - we don't want randos who will waste time.
 * Yar - none of the people interested in participating are randos. there's no issue here.
 * Almaz - first of all; our proposal has not been that we're not paying rent, but that there are financial issues - the fundraising we did was to pay the rent. other things, the legal issues - we don't have any legal issues. you've seen the response. we have a bank, ein, in process of incorporating, waiting for tax exempt letter, etc. our proposal is actually that we can do more than the rent through labor exchange project, etc. so i don't understand how GCEA's legality is relevant to the discussions of other member collectives with consideration of the mediation proposal. FNB, has agreements that arrangements for paying less.
 * Robb - I'm just curious how behind on rent has GCEA been. this shoudn't be a difficult question to answer.
 * Almaz - the proposal was on February 7th. instead of discussing that, the mediation proposal came.
 * Yar - it's not appropriate to bring up for mediation matters that are under discussion for mediation.
 * Almaz - we paid rent until we had the money, something like September. then we did fundraising for the Out of the Blue event, but there were issues about the contract being done in a way that led to the money from that event to go toward the backrent.
 * Laura - August 2018. The delegates have already received a full report on this matter.
 * Almaz - GCEA's proposal is clear on what happened with the rent, and how we intend to deal with this.
 * Julian - why is the question of GCEA's legal status relevant if we can't and shouldn't mediate legal issues?
 * Mary Ann - what we do not want mediated is the standing of the lease. We need to have the lease
 * Mary Ann - we definitely voted on the requirement to be either fiscally sponsored or a tenant; we didn't agree to the member number requirement
 * Laura - considering that the Lease Termination proposal is up as a separate issue, do you think
 * Rachel - this is going to go on and on and on, if we don't terminate this. we need to establish a new standard
 * you couldn't even respond when the rent was paid; this is all wrong.
 * Marcus - timewise, this feels like we're running around in circules, and there is a lack of clarity. I feel like we need to move on, to cover other subjects first. if we're really close, let's return to this later.
 * Yar - if we remove our block on the topic of the "member collective" can we come to agreement on this? ie if we agree to the alternate
 * Julian - I can't support a proposal that presumes GCEA is not a member collective. Our stance has been clear that GCEA is a member collective.
 * Laura - what if we strike the phrase "to become a member collective" from point 2?
 * Julian - I think that works for BAPS.
 * Mary Ann - I think I would need to step aside.
 * Rachel - we would need to oppose.
 * Marcus - I honestly don't think this can be solved right now.
 * Yar - can the delegates agree to resolve this single sticking point over email?
 * Ken - you can ask your collective memembers to represent themselves over email - that's important, that way delegates don't have to
 * Mary Ann - I am representing exactly my member collective's perspective right now. I can't promise that this issue will be resolved over email.

GCEA Lease Termination Proposal

 * This proposal was developed with input from Chiapas Solidarity Committee and Global Women’s Strike, and represents GWS consensus. Laura and Jenny also contributed. It was placed on the pad before the previous Delegates meeting.


 * OC will send a 3 day notice (prepared by Jesse Palmer) to GCEA and to Oakland Public Education Fund advising them that they have 3 days to remedy the unauthorized signature on the lease, any other breaches of the lease, and pay all back rent - or vacate the Omni.


 * This step is necessary for several reasons:

The pattern of misrepresentation of GCEA’s legal status and finances, and failure to pay its agreed-upon rent, undermines the spirit of trust and cooperation that is necessary for collective sustainability. To protect OC from a situation in which the lack of a legal agreement with a resident unincorporated organization leads to inadequate insurance coverage, or threatens OC’s 501c3 status (via Jesse: “Omni has an obligation to use its assets exclusively for charitable purposes and if parties are using space but not paying rent, that may be conferring a benefit on private persons unless they are using the space exclusively for charitable purposes. This is one of the required provisions in Omni's articles of incorporation, which read (in relevant part): ‘The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of the organization shall ever inure to the benefit ... any private person.’” ). Given GCEA’s false claim of being a 501c3, lack of transparent accounting, and Almaz’s possible use of GCEA funds for personal expenses, this is a real issue. To clarify that GCEA has no right under our policies and bylaws to delegate a representative to the OC board as it has no legal contract with OC. To reduce conflict during the day to day operation of OC until the proposed mediation has concluded.


 * Until a new lease is negotiated, GCEA may have events and classes at OC by reserving space through the normal event request and scheduling process. Almaz and other members of GCEA are welcome to participate in Omni activities as individuals.

Letter of incorporation or registration from the State of California ALMAZ STATED THAT GCEA DID FILE INCORPORATION DOCUMENTS AS A CHARITABLE ORGANIZATION WITH CA BUT UNDER THE NAME GLOBAL COMMUNICATION SERVICES. THEY HAVE RECENTLY AMENDED THAT FILING WITH THE NAME GCEA BUT HAVEN'T RECEIVED A NEW LETTER. SHE IS GOING TO SACRAMENTO NEXT WEEK TO GET THE NEW LETTER. SHE WAS UNABLE TO SHOW US THE OLD LETTER UNDER GCS. NEITHER NAME APPEARS IN THE STATE CHARITABLE ORG SEARCH. Letter from IRS with GCEA EIN#. I HAVE PLACED A PHOTO OF AN IRS LETTER WITH GCEA'S EIN NUMBER IN THE DRIVE. 81-3599363. THIS IS NOT A 501c3 APPROVAL LETTER, JUST AN EIN ASSIGNMENT. Copy of your IRS form 1023 (Application to be a 501c3) ALMAZ WAS RELUCTANT TO SEND ME A COPY OF THIS BECAUSE OF PRIVACY CONCERNS ABOUT THE INFORMATION ON BOARD MEMBERS AND BECAUSE WE HAVEN'T ASKED OTHER OC GROUPS FOR THEIR 1023S. SHE WILL ASK IF GCEA MEMBERS AGREE TO THIS AT THEIR MEETING ON SUNDAY. Current certificate of insurance (last one we have is expired). If you applied for the insurance as a fiscally sponsored project of OPEF, or if you made any statements on your application that no longer apply, you must communicate your current legal status or any other changes to the insurer. I HAVE PUT GCEA'S COI IN THE DRIVE. THE POLICY WAS OBTAINED ON 3/12/19 FROM RUTH STROUP.
 * UPDATE: Laura and Yar met with Almaz last to try to clarify some of the unresolved issues regarding GCEA's incorporation status, etc. I emailed Almaz prior to the meeting to let her know specifically what was needed. I sent the following report on that meeting to the consensus list. I have received no other documentation from Almaz since that meeting.
 * If you can present the following documents at our meeting on Thursday, that would be a step toward remedying some of the risks and ambiguity the Finance WG has raised. However, showing these does not mean that the GCEA lease is valid or that GCEA's proposal is acceptable, or that delegates are willing to make another lease with GCEA. Going forward there may also be other documentation we will need to see.
 * In addition to showing these documents, you must change the GCEA website to state that your 501c3 status is pending until you receive an approval letter, and provide OC with a code to the lock on the small classroom. OC must be able to access all spaces within the building. WITH ALMAZ'S PERMISSION, YAR TOOK THE PARAGRAPH CLAIMING 501C3 STATUS OFF THE WEBSITE. ALMAZ SAID SHE DIDN'T KNOW THAT WAS ON THERE BECAUSE THE PERSON WHO MADE THE WEBSITE WROTE IT. SHE ALSO GAVE ME THE CODE FOR THE LOCK ON THE SMALL CLASSROOM THAT I FILED IN THE DRIVE AND WILL SHARE IN PERSON IF NEEDED.
 * When we meet on Thursday I also want to go through the GCEA proposal to make it clear why it is unacceptable to most people in its current form. I SENT ALMAZ A DOC WITH AN EXPLANATION OF THE OPPOSITION TO EACH ITEM IN THE GCEA BACK RENT PROPOSAL.
 * I also want to make clear that, (if and when any agreement about rent is reached) in order to sign to sign a new lease, GCEA needs to have a fiscal sponsor until it is legally incorporated. Finance WG would also require that GCEA have a bank account since lack of an account seems to have been an obstacle to paying rent. ALMAZ SAYS THEY NOW HAVE A BANK ACCOUNT.

Proposal to Immediately Terminate Bay Area Public School Fiscal Sponsorship Contract and Member Collective Status
● enlarge movement and collective understanding of the structures we face; ● place our present activities in their relevant history; ● understand the forces of evolution acting on our actions and organizations; ● study the extant literature addressing political forms and structures, varieties of party and organization forms, the archive of movement politics and principles, and strategies of organizing; ● organize classes, seminars, workshops and educational events on the above topics; ● coordinate space for these activities in the Omni and elsewhere; ● develop syllabi, outlines, focus topics, lists of references, etc. Marx was Right Reading Group - 2-6/2018 Poets’ House - Intermittent events 2-11/2018 The East: Solo Performance Laboratory - 5-10/2018 Writing with World Stuff - 10/2018 to the present.
 * Placed on the pad today by Laura
 * Bay Area Public School was fiscally sponsored by OC to:
 * Since January 2018, BAPS has only held the following 4 classes:

8. The board retains the right to terminate collection of funds for the Project at any time upon giving written notice to the Committee.
 * BAPS has made little to no effort to recruit new classes, research what kind of classes would be of interest and benefit to OC or the neighborhood community, or otherwise use OC fiscal sponsorship to develop the activities for which it was sponsored.
 * BAPS has made no effort to ask for donations from class participants or do any other fundraising and has made no material contributions to OC in over a year.
 * BAPS has had only between 1-5 active members for at least 2 years. Only 2 people have consistently attended BAPS meetings. With usually only 2 members from similar backgrounds discussing and deciding upon any proposal or issue, they only hear a very limited range of opinions. Most collectives have to reach some level of agreement between many more people from more diverse perspectives.
 * Currently, BAPS and its delegate are blocking the proposal to hire Jenny Ryan as bookkeeper on a temporary contract. This proposal is urgent and supported by everyone else in the organization. This block shows that BAPS does not take seriously the main duty of a Delegate to support sound, ethical, and legal governance and financial management of Omni Commons as an organization.
 * Given BAPS minimal activities at OC, it’s lack of any unified organizing effort, its lack of support by participating members, it’s failure to fulfill its responsibility to support the continued healthy functioning of the organization, and its lack of need for fiscal sponsorship (since they collect no donations), BAPS’ fiscal sponsorship agreement should be discontinued. Per the agreement:
 * Taking into account the large workload of the Treasurer, bookkeeper, and Finance Working Group over the next several months, and the length of time the proposal to hire Jenny has been stalled, this decision should be made and enacted immediately.
 * Since member collectives are required to be either fiscally sponsored projects of OC or tenants of OC, termination of the fiscal sponsorship contract also ends BAPS status as a member collective.
 * Current or future classes that members of BAPS would like to hold can be scheduled at OC through event contracts via the Commons working group.
 * Should an actual collective come together to undertake similar activities to BAPS in the future, it is welcome to apply to be a member collective or for fiscal sponsorship.

Discussion

 * Almaz- you can't terminate a collective just like that
 * Marcus - clarifying questions?
 * Laura - I think it's urgent, so I'm proposing its done immediately
 * Helen - there is the problem of consultation, but also I think part of the proposal has to do with the size of the collective. so i have a question about the size of the other collectives. what is the size of other collectives?
 * Marcus - is this listed?
 * Yar - this came up in our conversations around
 * Marcus - could member collectives report on # of active members via email?
 * Dennis (LL) - I would say 8.
 * Helen (FNB) - 10
 * Mary Ann (CSC) - 10
 * Rachel (GWS) - 5-10
 * Yar (sudo) - conservative estimate is like 30
 * Ken (CCL) - our recent meeting had a quorum w/ about 20 members, but maybe about 40.
 * Almaz (GCEA) - we have more than 75 members volunteering
 * Julian (BAPS) - 2 decision makers, ~15 class participants
 * Yar - Julian has been a major contributor via taking notes regularly
 * Julian - see also email re: other material contributions
 * Marcus - you've participated in a fairly neutral way.

Example Proposal Title

 * Name of person, and/or, collective. and/or working group making this proposal; Date the proposal was sent to the consensus email list
 * Text of proposal

= Discussions =

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