Event:2015/07/30 2nd Annual Board Meeting

Attendance/Intros
Matt Griffin, Sarah, David B, Sarah P, Steve, Mia, Yar, Jakob, Jose, Leah, Helen, Laura, Sadie, remote-jenny, Marc, noemie

Announcement from La Commune

 * David Brazil: La Commune is giving notice of leaving Omni effective immediately (30 days notice) - paid rent for August, will be out by August 30. They want an exit liaison to help with technicalities of exiting. Owed security deposit per lease. Would like to be off the lease.
 * Laura: will you be naming a director between now and August 30?
 * DB: if we have to, but we'd just like to be off
 * Laura: ok, does anyone have a problem with them not having someone for August?
 * no objections
 * Laura: who'd you like to be exit liaison?
 * DB asks Yar. Yar is doing a lot and didn't expect this, but will try her best!
 * note from later on: they left early but this reduces quorum needed for tonight to 5 (in our understanding)

Announcement from Sarah P

 * Sarah: I've decided to stop organizing at the Omni. This meeting will be my last official act as a member or organizer. Last few months I've been working on finances, but my primary work/passion/interest here is cultural. Building structures & processes that will allow Omni to have a healthy, welcoming and liberatory culture. That work is really nourishing & generative to me if I feel like I'm doing it with other people insolidarity with me. For the last couple months I've felt really alone in that work. I really feel that Omni's culture is not one that I want to participate in at this point. I'm concerned there's not collective will & desire to do the hard work to transform that. For those reasons, I need to end my affiliation with this project and seek one more in line with social justice and collective liberation. So, I have checkbooks that belong to the Omni as well as debit cards. Matt Griffin has generously volunteered to be acting treasurer. He's been working with finances WG for couple months. I trust him. I wanted to give everyone the chance to see I'm publicly surrendering these and my key. That's my piece.
 * Mia: would you be comfortable (here or one on one) to talk about your frustrations in the challenges or culture at omni?
 * Sarah: Something that's become really clear in the last month or so as one of the main issues is a centralization/concentration of power, and a real refusal to acknowledge when power has been accrued to someone. Also, because we didn't do the more infrastructural & intentional work at the very beginning in terms of how we're gonna deal with when people use power inappropriately, we don't have the structure to enforce boundaries when they're needed. Still I see people unwilling or unable to enforce boundaries around power specifically, which I find disheartening in a project that says it's about decentralizing power. I also feel this centralization - which has gone hand in hand with a culture of terminal overwork & burnout - has led to toxicity which means newcomers haven't been adequately onboarded, which has led to a lack of diversity, particular racial, which I find untenable in Oakland. That also centers around class. I think as well, as a sort of radio silence and wanting to collectively ignore where power exists, there's the same resistance to openly talking about systems of power like racism, sexism, classism that exist within Omni's culture, which allows those things to really thrive here.
 * Sarah: also, we're required in our lease to carry their own insurance which Omni's been paying upfront in order to not be in arrears. If any lapse, John Givens can charge us 30% rent. So we're way overinsured. When collectives want off lease, I strongly suggest you let them, to save money.
 * DB: do La Commune have to stay?
 * laura: i don't think so

current board
Current Designating Organizations and their new Designees, aka Directors of the Board, aka Delegates It shall be the duty of the directors to:
 * (a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws;
 * (b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and the compensation, if any, of all officers, agents and employees of the corporation;
 * (c) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
 * (d) Meet at such times and places as required by these Bylaws;
 * (e) Register their addresses, telephone numbers and email addresses with the Secretary of the corporation and notices of meetings mailed, made by telephone or emailed to them at such addresses shall be valid notices thereof.


 * Bay Area Public School - Jose Luis Patino-Romero
 * Sudo Room - Jennifer Ryan
 * TImeless, Infinite Light - Joel Gregory
 * Counter Culture Labs - Jacob Statnekov
 * East Bay Food Justice Project - Joseph Leisner
 * OptikAllusions -
 * Material Print Machine - Sadie will follow up to get the namw of their designee

discussion

 * yar missed a bunch of things, sorry
 * sadie asked a question
 * helen: that means your name & address as a director are public record. e.g. they go on tax forms.
 * laura: is that enlightening to your decision about who's gonna do it?
 * sadie: kinda? needs to be decided tonight
 * figuring out which people are actually here for which group, and if we have quorum

President

 * Duties of the President : The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, he or she shall preside at all meetings of the Board of Directors.
 * Nominees/volunteers: Lara Durback, Material Print Machine, others?
 * Questions for the nominee(s) or about the role of president
 * Selection of a nominee by a majority of the directors present

discussion

 * lara durback volunteered but she's not here. anyone else want it?
 * mia: sounds like very little work, but practically? contact with lawyer?
 * laura: we can design other people for that
 * we chose lara because she seemed the least power hungry
 * libbie: i'd be willing for short term
 * mia: i'm also willing. i'll be here longer. sounds like don't need much proximate knowledge. happy to interact with "straight world".
 * marc: i also want someone uninvolved. hate that people think of these roles as the power holders. as much as we can, use people with no power who do nothing
 * mia: i'm happy to do nothing
 * joe: as we go down this path, we'll need someone to interface with straight world, be our public face. i don't relish the idea of another meeting.
 * yar: why does it matter that libbie is leaving? you can be president and be gone
 * helen: it'd be nice if president is someone around
 * yar: but why? it's not really our president, just who we tell them is president. we don't believe in the structures the state gives us, right?
 * joel: i vote for whoever. bye.
 * laura: president might need to sign papers and stuff
 * libbie and mia endorse each other
 * jenny: been doing a lot of amzing things this year very much aligned, excellent comrade. support mia in this role. excellent public face for omni if we need that when we need that. sometimes we do. this role is not embedded with any real power.
 * yar: ambiguity between "public face" and the face we show the state. we don't want to be adopting the state's perspective, of its own legitimacy.
 * mia: in order to be legally constituted there has to be rudimentary official structure. may come into play. in terms of interface w/public we're not obligated to maintain that structure or hierarchy except legally necessary. that's my understanding.
 * libbie withdraws to make things simple
 * 5/5 consent to Mia Bruch being president

Treasurer

 * Duties of the Treasurer/CFO: Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds," the Treasurer shall carry out the following duties:
 * (a) Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
 * (b) Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
 * (c) Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
 * (d) Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
 * (e) Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefore.
 * (f) Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.
 * (g) Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
 * (h) In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.


 * Nominees/volunteers: Matt Griffin
 * Questions for the nominee(s) or about the role of treasurer/CFO
 * Selection of a nominee by a majority of the directors present
 * Matt Griffin is volunteering
 * Libbie: given what Sarah said before leaving, what interests you about Omni?
 * Matt G: I got here via public school, did heidegger reading groups. Also dance thing. It's a great space, I want it to keep going and keep functioning the way it has. I've been going about a year or so.
 * laura: the responsibilities are: be in charge of the corp, deposit funds, receive & give receipts due & payable, disperse funds, pay bills, maintain accounts, report to board about finances, prepare financial statements
 * joe: you been on a month? do you think it needs changes? what are the strengths? can you commit? we've had a lot of changes. 3 or 4 acting treasurers. could you strengthen or stabilize it? interest in that?
 * matt g: best thing i could do is organize it so it's a lot clearer & easier to do. i think that's why people leave, it was unorganized.
 * joe: is this about employing & training in software?
 * mg: i don't think so
 * joe: just making duties apportioned?
 * mg: yes. things keep moving forward, you can't ever get caught up. but if we do, it'll be easier
 * jose: what help would you need?
 * mg: just putting work in. we went through several systems (confusing) but now just quickbooks.
 * laura: what do i say to new volunteers? they can learn qb? [yes]
 * joe: what do you think about the current situation? loan and grant?
 * mg: only know secondhand, not too well informed.
 * buying the building and finance committees have been different. things were more need-to-know before but now should all be public
 * libbie: having been to finance meetings with matt, i can attest to your skills. do you have background in organizing or political campaign work or social justice in general?
 * mg: equal opportunity housing stuff in san diego. water conservation (water pricing) now. it's kind of ...
 * libbie: i hope you have an interest in doing more of it! cool
 * gossip and speculation about la commune while someone grabs joel
 * 5/5 consent on Matt Griffin being treasurer: jenny, jacob, jose, joe, joel

Secretary

 * Duties of the Secretary: The Secretary shall carry out the following duties:
 * (a) Certify and keep at the principal office of the corporation the original, or a copy of these Bylaws as amended or otherwise altered to date.
 * (b) Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
 * (c) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
 * (d) Be custodian of the records.
 * (e) Keep at the principal office of the corporation a book containing the name and address of each and any Member of the board of directors.
 * (f) Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefore, the Bylaws, and the minutes of the proceedings of the directors of the corporation.
 * (g) In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors


 * Nominees/volunteers: Jenny Ryan, you?
 * Questions for the nominee(s) or about the role of secretary
 * Selection of a nominee by a majority of the directors present

discussion

 * jennys' trying to get in touch with elizabeth mcsurdy to get notes from the first annual meeting
 * mia: what does sec do? [laura reads above]
 * laura: jenny, why do you wanna be sec?
 * jenny: i've been obsessive documentarian since well before omni. maintaining various meeting notes on wiki. happy to make analog version. to continue. recognizing it's a collaborative process of taking notes together & documenting.
 * participation
 * joe: are you burned out?
 * jenny: definitely taking time, flying out in 3 days, will be gone for a month to reboot. hard work is visioning & reflection.
 * 5/5 consent to Jennifer Ryan being secretary

Updating Lease
The lease as signed no longer reflects the actual situation at the Omni. What the lease says:
 * Proposal to update lease to reflect current member collectives and active signatories

As of the execution date of this Lease: The following are names of entities of Omni Oakland Commons who have a right to appoint members of its Board of Directors, and for each entity, the name of the director appointed by said entity:
 * i) Bay Area Public School, a Committee established by a resolution of the Board of Tenant, David Keenan;
 * ii) Sudo Room, a California public benefit corporation, Jennifer Ryan;
 * iii) Counter-Culture Labs, a California public benefit corporation, Ahnon P. Milham;
 * iv) Timeless Infinite Light, a California limited liability corporation, Tasha Glen;
 * v) Livespace, a Committee established by a resolution of the Board of Tenant, Mary Anna Lachman;
 * vi) La Commune Café and Bookstore, a California limited liability corporation, Lauren Shelley;
 * vii) Backspace Wellness, a California limited liability corporation, David Keenan;

All above-named members of the Board of Directors shall sign this document on behalf of its corresponding entity. The proposal is to check with Jesse about the significance of having this discrepancy in the lease, and, based upon what he recommends, present a request to John to update the lease to include the current member collectives and delete the ones that are no longer members.

The current member collectives are: No longer members: Backspace, Livespace
 * Bay Area Public School
 * Sudo Room
 * TImeless, Infinite Light
 * Counter Culture Labs
 * Optik Allusions - not on lease
 * East Bay Food Justice Project - not on lease
 * Material Print Machine - not on lease

discussion

 * marc: did we ever remove peak agency, backspace, etc from the board?
 * laura: delegates removed these groups. delegates are the board. very loose in the bylaws. jesse wrote them so our structure of being fast & loose is justifiable
 * ^^ that was about the board, not the lease, but don't know where else to put it
 * marc: why not have omni as only signatury?
 * yar: owner would not have it, because we had no ... cosigner?
 * jenny: guarantor
 * helen: objections that john would get antsy
 * marc: he'd be nervous
 * joe: probably, because less people paying into rent pool
 * yar: he's been asked many times before and he never liked the idea
 * laura: we need to ask him a lot of things, such as reimbursing building stuff. it's been a year. joe's been talking to him. also jake had a good relationship.
 * yar thinks we can decide to do it but delay talking to him about it because lease becomes obsolete soon
 * laura: we should check with jesse maybe
 * jacob: we can do both. check and delay.
 * helen: maybe we should hear his opinion before making a decision.
 * laura: so the proposal is check with jesse and then decide?
 * yar: i suggest we vote to do it as a board but drag our feet for a few weeks implementing it with john
 * laura: so the proposal is: say this is something we'd like to do and check with jesse first before proceeding?
 * 5/5 consent

Removing Black Hole
Proposal to clearly remove Black Hole as a designator/member collective:
 * Black Hole has been functioning in a grey area with David Keenan representing them as a delegate but without meaningful participation in the Omni Commons, and without coming to an agreement about the terms of their membership. The equipment they have stored in the basement needs to be removed because the fire code prohibits the accumulation of materials that could be flammable or could obstruct passage. In addition, they have effectively had free storage for the past year. This proposal clarifies that they are NOT a member collective and that they must move their equipment by August 15 or we will have to move it for them. They are welcome to make another proposal to become a member in the future if they so desire, and to request any Omni space for film screenings, events, etc.

From the bylaws: SECTION 4. TERMS OF OFFICE AND DESIGNATION OF DIRECTORS k.This Section may be amended as provided in these bylaws at such time as the Board of Directors resolves to add additional directors and designators or at such time as the Board of Directors resolves to remove directors and designators. All of the designators listed in this Article 3, Section 4 shall be known collectively as the “Designators”.

discussion

 * libbie: other than DK and tooth, who else to contact about BH? is aug 15 soon enough to communicate?
 * can we give them more time? we want to have a fire inspection really soon
 * let's float the idea of the 15th and see how that sounds
 * Joel will check in with his Black Hole contacts
 * this is reasonable. it's been months and months and months. if they have a specific need we can accomodate we should, but let's try this
 * 5/5 consent

phat beets

 * helen: can we carriage phat beets to become member collectives?
 * joe: concerns about inclusiveness and frequency of people banned. it'll take some work on both our parts.

opal

 * opal's not a CA public benefit. unincorporated. consented to be a member collective. not on lease, haven't gone to meetings.
 * are they gonna designate a board member? they can but haven't yet
 * noemie agrees they will do it
 * does it have the same weight as ... ? we'll talk after
 * yar: it's just a legal thing

MPM

 * MPM status? nobody knows

ACTION ITEMS

 * Update bylaws to reflect current designators (member collectives) and their designees (delegates)
 * https://omnicommons.org/wiki/Bylaws
 * jenny will report to the state our updated info
 * joel is checking in with MPM about their legal status
 * aug 9 visioning & planning meeting
 * tomorrow night: antioppression facilitation workshop
 * next delegates meeting in one week
 * thanks laura for facilitating <3

thing
Vote to change section 4 to the following text:
 * (a) Each director shall hold office until the next annual meeting for designation of the Board of Directors as specified in these Bylaws, and until his or her successor is designated and qualifies.
 * (b) At each annual meeting, one (1) director shall be designated pursuant to Corporations Code Section 5220 by the Bay Area Public School Committee, a Committee established by a resolution of the Board of the Corporation.
 * (c) At each annual meeting of the Board, one (1) director shall be designated by Sudo Room, a California public benefit corporation.
 * (d) At each annual meeting of the Board, one (1) director shall be designated by the Timeless Infinite Light Committee, a California LLC
 * (e) At each annual meeting of the Board, one (1) director shall be designated by Counter-Culture Labs, a California public benefit corporation.
 * (f) At each annual meeting of the Board, one (1) director shall be designated by East Bay Food Justice Project, a California public benefit corporation.
 * (g) At each annual meeting of the Board, one (1) director shall be designated by Optik Allusions, a California unincorporated non-profit association.
 * (h) At each annual meeting of the Board, one (1) director shall be designated by Material Print Machine, a California unincorporated non-profit association.