Event:2014/05/01 Omni Delegates Meeting

May 01 2014 Delegates Meeting (2 hrs)

Facilitator

Sara

In Attendance

Sara (BAPS), Andrew (Spa), Hol (SUDO), Ian (BAPS), Niki (BAPS / LA COMMUNE), Noemi (SUDO), Nico (TPS), Abby (Livespace), Margit (Livespace), Elisabeth (Livespace), Anna (BAPS), Daniel (SUDO), David (BAPS), Joel (TIL), Zach (TIL), Alanna (BAPS), Libby (BAPS), Stephen (BAPS), Jeremy (ONL), Chika (BAPS), Claiborne (BAPS), Danny (Peak Agency), Jenny (SUDO), Matt (SUDO), Cere (CCL), David B (BAPS / LA COMMUNE), Tooth (Film Lab)

Delegates Present:

• Margit (LIVESPACE)
• David B (LA COMMUNE)
• David K (THE PUBLIC SCHOOL)
• Jeremy (OAKLAND NIGHTS LIVE)
• Jenny (SUDO)
• Joel (TIMELESS INFINITE LIGHT)
• Danny (PEAK AGENCY)
• Andrew (SPA)
• Tooth (FILM LAB)
• Ahnon (COUNTER CULTURE LAB)

Meeting Agenda

• Elect Board of Directors
• Something is happening (reportbacks)
• Loans & [bracketed: Bylaws]
• Tech point-person
• Reportback on challenging dominant culture mtg
• Omni Hackathon
• Questions Period
• Consensing on terms of negotiation w/ John
• Email w/ routing #
• Parameters of Terms for Lease Agreement Negotiations
• Bank Account access (and accountability)

Visioning

• Hive, beehive, lots of people
• Community
• Reactor Core
• New Social Forms
• Love
• Access to resources
• Dynamic mycelliac
• Omnipresent
• Awesome
• Next level collaboration
• Necessary
• The Factory with Ethics
• Supportive
• Old stuff / new stuff
• Spaceship
• Social Center
• Care and dreams
• A Universe City
• Beyond technology
• Maggots chewing away at a carcass trying to become moths
• Collection of nonprofits
• Opportunity to carve out space with clear commitment to social justice

Reportbacks

• Keenan: It's come to our attention that someone else is in close negotiations with the Omni owner to buy the building - hence the urgency. Confirmed with the owner, that he found out about the building through our project. Meeting with the owner tmrw am before the other bidder.
  • The lawyer will be present at this meeting, ~8:30pm - plz stave off legal questions until then.

• Brazil proposal: To empower David Keenan with the most flexibility possible with respect to his negotiations with John; he may bring another person with him for moral support & counsel, but will retain full negotiating rights on behalf of the collective of collectives.

• • Any Friendly amendments?
  • A: What terms/variables around negotiation? Monthly rent, deposit, lease, move-in/move-out overlap, what can we afford? what do we want?
  • K: What are the boundaries of this negotiation? Acceptable range?
  • N: List of things to decide would be great
  • H: better to go in with 2/3 people
  • J: bolstering confidence is key, wingman valuable for this reason
  • Jenny: Ballroom rental for those first 3 months possible? Bocce ball court occupation possible? If not, drastic reduction in rent.
  • H: We offer to pay rent per square footage and stay mindful of the owner's needs/desires for move-outs re: a phased move-in
  • M: We don't know what's in the landlord's pocket. Come in with a primary offer on the table. 6 month negotiation period in exchange for tenant improvements.
  • Danny: We'll get our reality check ideally within 6-9 months, but better to have a 2-year lease to serve as a buffer.
  • David: In lieu of a guarantor, landlord requests more deposit. Not clear how much deposit he will hold onto over the next two years, but he's offered to pay us back $1k/month
  • Matt: optimize for the landlords needs, but 2 years to fail is a better option
  • Abby: more interested in the 7yr lease, practically do we have stretch witin our collectives. within your own collective, do you feel your collective could reach this?
  • Zach: Never offered a 2/3yr lease, stage an occupy oa
  • Matt: Is offering a longer-term lease a fool's errand?
  • David: A longer-term lease will give him more confidence; min. 3 years ideal
  • What if it all falls apart?
    • Our deposit is in lieu of a guarantor, we would lose a giant chunk of change but it would be a long process to lose the assets of the corporation
  • Paying back interest-free loans:
    • Still beholden to the entity given the loan, but built into the loan agreement is waivers, but these are unsecured loans.
  • Still up in the air: length of the lease; what offer we should lead with. Other perspectives?
  • The lease terms -> amt. of time to accrue $750,000
  • What about option to renew vs buy?
    • Option to buy and lease duration are written into the agreement
    • Real purpose of the option to buy is to get in there and begin making the money necessary to buy
  • Having folks on call for backup?
  • Being wholly flexible to all concerns in the moment, rather than overfocus on the proposal.
    • Vote through Brazil's proposal but leave room for Keenan to negotiate
    • The moment is now! We have the momentum currently.
• Inquiry re: last line of the promissary note - should be changed to 'line above' rather than referencing line below
• Consecrate the agreement with a Letter of Intent to enhance the credibility - enforceable
• David authorized to make enforceable deals - sets the tone for agreements
• Lowballing is the right approach

Reviewing these options now: Document for Proposalshttps://docs.google.com/spreadsheets/d/149nBhedjRinTe_T1TtBRMjOZpFeMxy6mQWqdX2hVgIg/edit?usp=sharing

Procedure from most desirable (top) to least desirable (bottom), to apply at the discretion of the negotiators:

• Offer to place a deposit, up to the total available to the Omni Collective as contributed through (a) donations and (b) contributions from individual member-groups
• Offer to sign a contractual agreement, in addition or instead of any deposit, agreeing to terms of a deposit alone, including up to double the deposit available to the Omni Collective as outlined above.
• Offer to sign a "letter of intent" with the following sets of terms (in descending order in terms of the position of the Omni Collective):
  • https://docs.google.com/spreadsheets/d/149nBhedjRinTe_T1TtBRMjOZpFeMxy6mQWqdX2hVgIg/edit?usp=sharing
• Offer to sign a "letter of intent" or full lease, so long as terms are favorable up to the negotiators' best judgment.

Leading Offer

• 10k/month for first year, 12k 2nd year, maybe 13k afterwards
• 3 months rent gratis -> maybe more afterward
• Shadow buyer could be bullshit
• Priotitizing coming first with a deposit offer, no strings attached - then making an agreement on lease
• Need to put confidence in David to negotiate this to our best advantage.

Board of Directors

• Deadline of 30 days to file Bylaws & Board of Directors

• Soon as we have a lease signe

Next Week's Agenda

• File for Bylaws & Board of Directors

Action Items

• Review Bylaws (every group)

Action Items

• Send bylaws & Articles of Assoc. & associated legalese to the omni list [Niki] (http://wiki.omni-oakland.org/w/Governance )
• Change the Foundation Document [David Brazil] -- DONE.
• Email a link to the wiki with legalese [Niki]
• Work with David Keenan to help delegate as part of the LEGAL TASK FORCE [Andrew]
• Respond to wiki questions [All!]
• Review the bylaws [everyone]
• Check in with your collectives about CAMO [everyone]
• Helping folks with the wiki [Jenny]
• Help Patrik with space task force [Ahnon]
• Devise a form for new potential collectives to fill in & submit [Margit & Danny]
• Governance issues [David]
• Everything people have said [Everyone]
• Check in with LiveSpace [Margit]
• Inclusion / Diversity Meeting -- inquiries welcome [Margit]
• Communications Committee hosting [Joel]
• Joel hosting Communication committee @ the Speakeasy Tuesday @ 7
• Check in with your group about everything [everyone]
• Write up an application for CAMO [Zach Houston]
• Email about name change [David K.]

NEW TASK FORCES

• LEGAL / GOVERNANCE[David K./ Andrew]
• USE OF SPACE / SPECIAL OPS [Ahnon]
• FINANCIAL [Andrew / Danny]
• COMMUNICATIONS [Joel]
• DIVERSITY / INCLUSION [Margit]

=================

• Danny: Alfred Twu - Don't have to worry about developers swooping in on it.
• Jenny: Margot Prado is a good ally who works for the Planning & Zoning Dept for Oakland - already familiar with CCL and Sudo
• Danny: Almost all groups (with the exception of BAPS and Sudo) are already permitted
  • Large group assembly (>60 people) requires a conditional use permit
    • Matt: My understanding is that this applies to public assembly. Sudo room is a social club with a membership system, for which I believe we can be exempt from this on many circumstances. I think this logic can extend to other group gatherings, especially if there is some Omni "membership" in the future similar to The Gilmanhttp://www.924gilman.org/ I believe the line is drawn at "public" e.g. advertisement, etc.
  • Hobby shop route for sudo is probably our best option
    • Matt: Our insurance agent went with "social club", but "hobby shop" has been known to be useful.
• Niki: It's extremely common for commercialbuildings to pay no rent for the first few months
  • Matt: especially if there is moving / shuffling taking place (e.g. over 3 month period)
• We need to be able to communicate as things are happening
  • AND get consensus as things are happening
• N: Let's try to approach this all with kindness and good faith
• J: The informational bottleneck up to this point has been frustrating, the best we can do is put effort into providing better channels for communication. We enable do-ocracy by enabling access to the tools and information to do stuff. Once we open these channels, more people will be empowered to help with all the moving parts.
• A: There's been attempts at formalizing shared values, but that hasn't been progressing smoothly
• Zach: The Omni should be the most minimal possible organization to support the most maximally free space
• Jenny: We need to define: Division of space; down-payment costs; move-in date.
• Andrew: We need to come up with things to agree on, rather than just consenting to stuff ad-hoc
• Niki: What's critical about this project and prevents total federation is that it's a matter of shared space
• Zach: Let's get in the door then figure out how we share space
• Joel: We need an office and a door that locks. We could put the letterpress equipment in the basement.
  • Matt: This could be awesome, allowing for other moves within the space layout. I did some research on staircase elevators for wheelchairs, etc. Looks like <$10,000 range for accessibility solutions, lots of local companies willing to do this work. Could be a post-consensus option, but I think it's fairly feasible to put in one for the basement, making it sudo-accessible and possible to move equipment / people down there.
• All collectives need to provide a list of their concrete needs / minimum requirements
• Danny: Putting financials up on the site implies that's the best we have; I need the finances to be accessible such that people can judge them, make improvements
• David: We need to put something out there so that people can work on it
• Andrew: We need to decide how we deal with official vs unofficial information
  • Is there any official information? How about this logic:
    • Everything is unofficial, except that which the members of the Omni Collective come to consensus upon. Meaning, unofficial notes > proposal > delegates > member collectives > member-collective-level consensus > spokes-council consensus of Omni Collective > OFFICIAL.
• David: Two things that shouldn't be public: Donor identities; owner being able to see.
• Position the wiki as it currently stands as an unofficial, informal proposal.
  • Matt: + 1
• Rename to The Omni Commons, or Omni Oakland Commons ("Collective" gets flagged)
  • Matt: flagged by whom? Would be really smart, I think to use "common" since "collective" makes it hard to refer to the member groups, which are collectives.
    • I really like Omni Common (without 's') because of this:https://en.wikipedia.org/wiki/Cambridge_Common
• David: Let's focus on internal needs and communication, rather than continually reaching out to "outside experts" - we have plenty of experienced folks with great ideas in our own groups.
• Andrew suggests a FUNraiser to gather community together. "Hacker Spa is here to say 'chill out guys!'"
  • Word.

What are the most important and consequentialparts of a proposal?

• Initial down payments
• Timeline
• Move-in roadmap
• ?

Action Items

• Proposal for whether or not loans will be accepted and paid back
  • We still have not consented on even taking loans
    • Matt: +1
  • Can we come up with a plan for generating revenue?
  • Income from events and such, many ways we could pay it back
  • The owner might give us back $1k of that loan each month for 13 months
  • First, last and deposit would be paid to the Omni Collective, which would then budget to pay it forward to the loaners. OR that loan goes into our own reserves.
  • Good faith loans? Time-constrained terms?
  • Budget out eg a percentage of the cafe's profits
  • Andrew's concern is how money flows through the organization
• Proposal for June-Sep phased move-in to present to owners
  • Matt: +1
• Minimum space and timeline requirements for each of the collectives
• Request concrete budget / financial pro formafrom each of the collectives
• Omni FUNraiser

Input Requested

• How do we feel about loans?
• What's your timeline over the summer?
• Minimum space requirements, potential uses of the shared space
• Request money on the table by May 15
• What are your questions / concerns?

Gratuitous Link Dump

• http://wiki.omni-oakland.org
• Danny's (informal : ) Proposal:https://docs.google.com/document/d/16nWDUhbynyx4kAoRs14n0XZ4_LxrNz3p_JyR0c_NqmE/edit
• BACH: http://ba.chgrp.org/
• Sudo Room bylaws:https://sudoroom.org/wiki/Bylaws
• City of Oakland Cultural Funding Program:http://oaklandarts.org/IAP/