Event:2024/08/08 Delegates

Omni Delegates' Meeting - August 8 2024 7pm-9pm

Meeting Details

• Talk at https://omnicommons.org/meet or 515-428-1108 (PIN: 465814905)
• Type at https://omnicommons.org/notes
• Send proposals to consensus@lists.omnicommons.org prior to the meeting
• Someone should go check incoming mail RIGHT NOW.

Roles

• Facilitator/s:
• Stacktaker:
• Timekeeper: Paige
• Notetaker/s:
• Next meeting's facilitator(s):

Delegates

• CCL: Patrik
• FNB: Toan
• LL: John
• SMAC: Ruby
• SMT: Daniel
• SR: William
• Quorum (2/3 of active groups): yes

intros

BRIEF INTROS MAY INCLUDE: name, pronouns, groups you're in, land you're on, if you're a delegate, unmet access needs, meeting roles you'd like to help with, discussion topics or proposals to add to agenda, announcements/updates/report-backs from your groups, safe space issues or updates PROMPT people to share contact info in the chat, so we can stay in touch

[notes missing most of intros]

• Noni - one of EBPREC cofounders. Had a political start at omni, CDP. organizing to change oaklands charter. kinship to the place, this is our mission, here to support and create something that exists into perpetuity. super important to have organizing space.
• Ruby - SMAC delegate, though we are in the midst of moving out
• John J - with Wood St. Commons. would love to see this space saved, love seeing EBPREC buy it, or whatever negotiation comes forward. Want to see the space saved, renovated, and become a thriving community center
• Ed - old time SR member. But havent been coming to the building anymore. I am also not getting emails from lists anymore and wondering what is going on
• Paige - Omni president, SR member, Free Store volunteer. hope building can stay, and all the good happening in the building to continue, and for new orgs to come in and build up community
• Daniel - involved since 2012. wish for omni maintains standing up in this gentrified area, form of protest, not giving up
• Yar - seeing this building being bulldozed would be a tragedy, really grateful to Ojan and Noni and EBPREC for teir efforts to prevent this tragedy
• William - want to learn more about EBPREC, and programs here to continue well into future
• Genie - with wood st. commons. Really appreciate there is a space like this in oakland, hard for unhoused folks to organize, space provides that.
• Dane - EBPREC has lots of projects to prevent displacement, would love to get involved with that.

voting

Discussion about making inactive groups all active going forwards.

• John - inactive include LL, SM and SMAC. objections to those 3 groups voting?
  • not sure if SMAC is inactive
• Patrik - existing can vote to make the inactive delegates active.
• Phillip - something to vote on?
• William - is there a reason why they need to be active? We will pass any sort of agreements to engage. I would like to have more signatures on things. Purely practical I dont know if there is a need.
• decide to not decide until/unless a vote comes up tonight

EBPREC

• John T - could we get a summary from both EBPREC and Omni?
• Paige - I wasn’t here when EBPREC came by years ago, but the recent events have been: EBPREC got in contact with Dane, Yar, and Ajay. EBPREC got in contact with CAST as well, and came to last Tuesday's community meeting.
• Ojan - We worked with some of the members of Omni, like Yar, 2 years ago. For various reasons didnt go that direction. Then reached out to Dane, looked through meeting notes. Reached out to Shreya, and saw ajay, also a member of EBPREC. Had David K join, and Ken. Intro'd to Jesse, and attended CAST office hours. Have some updates on what structure you are thinking. General alignment on our team that this an important project, but also that a lot of capacity and risk involved with this project. Not in the place to make an offer, but did want to meet the delegates today. We only want to do projects with people who want to do work with us.[Reads off high level vision of EBREC’s work]. CAST shared their LOI with us, and Sarah shared pro forma, improvements lists from David, leases, etc. We don't have time to do a lot of due diligence with this timeframe, so thankfully others have done this work already
• Ojan - our standard model is to acquire the property. challenges with doing that at omni which we touched on. We are a California corporation. if omni sells, we’d have to clarify the below market sale. could work with some restrictions.
  • Patrik - I.e. if restricted to Omnis charitable purpose?
  • Ojan - yea maybe that would be a good way.
  • Phillip - luckily for EBPREC, it is existing and has historical elements to back up reason for sale

What is the timeline?

• Phillip - I would say Sep 3 money needs to be escrow.
• Patrik - foreclosure day is when deed is handed over, earliest date for auction is Sep 6. Jesse says we can pay up to Sep 6.
  • Paige - I know Jesse has said Sep 6, but Placer has said 5 business days before sale. So I have been thinking it would be Aug 31. Would like to reach out to Jesse again about this
• Ojan - yea, something in writing from Jesse will be helpful. We are essentially too late to give 20 days notice before Aug 17.

• Ojan - Let me jump into two other options. Second option which Yar raised for us, and sounds like you have already discussed, is for us to make a loan, and board replacement, and take over management that way. I think I can get my team on board, but something feels not right about that. [Would be nice to keep Omni org intact]
  • Patrik - In LOI with Phillip, the existing delegates would become passive directors, only have decision making on certain topics, like whether or not building is sold or some large asset change
• Ojan - ideal might be 3rd option - we have an affiliate nonprofit org called CALLI. EBPREC appoints the board members. So another acquisition option would be: Omni could stay Omni, CALLI could acquire the property. I cannot say for certain, but I think because CALI is nonprofit, we could maintain the welfare tax exemption. Programmatically they would all be the same. We would want to work with existing collectives, and keep you in your spaces. Some shifting might happen with the rent amount. I'm not coming in with new ideas, just repeating what others have said could make sense. I'll leave it there. Are there versions you are open to?
• John T - my sense of the conversation is we do want to keep the building some sort of organizing, community, and art space. What struck me over the years is how many collectives and orgs have come through, become stronger, then gone on to do bigger things. It is helpful that you've lined up the options this way. I am very happy you are back now willing to have this conversation.
• Yar - my thought with the short timeline, is that the board takeover is the easiest solution. Once we have time to end to the foreclosure, get them off our backs, you could use that position to sell it to another org. Omni would still be there to represent tenants of new omni commons. But at least more time to do that. From the perspective of EBPREC, you need assurance that if you have all this money in escrow, you will have control over what happens. Quickest way is to put you on the current board, otherwise we will be waiting on a bunch of bureaucratic requirements.
• Patrik - I think sale to CALLI faster, cuz Omni with a board change, Omni would have to change a lot of bylaws
• Phillip - in agreement with Yar, I think a handful of lawyers should figure out the fastest options. Solve foreclosure as quickly and cleanly as possible. Then we can figure out a better way to run the building and create community space.
• William - if it makes you [EBPREC] feel better, I am looking forward to not serving as an officer, looking forward to someone with more nonprofit management experience, to take care of day to day here. Whatever the solution, I'm looking forward to that. Whatever fastest good with me
• John T -I think it would be good to have EBPREC be able to appoint board members. That's a new idea to me, would like to get a temperature on that.
  • Patrik - I would like to turn that on it’s head, if we are selling to CALLI, I would ask them to appoint some Omni people on their board.
  • Ojan - I want to be straightforward, we don't know any of the board members personally. Impression is that Omni hasn't been able to figure this out historically. Critical thing for us, very clear that the new entity taking over would be managing the space. Having existing members on the new board would be a deal breaker. We are not trying to disempower or kick out of the buildings
• Joe L - I'm with FNB, I am a founding participant in Omni Collective. Was a delegate for a long time, stepped down during an argument going on between POC in org and myself. Last night Phillip attended the FNB meeting. Discussed factionalism. I agree with Ojan, and Phillip had the same perspective, that is mine. We need someone to come in and short circuit the factionalism and in fighting that has plagued the board. Need a group that replaces the board and past in-fighting.
• John T - I would encourage Phillip and Ojan put heads together, and follow up with lawyers on both sides, to figure out whatever prevents foreclosure soonest. And what collaboration with. Amused you were talking about "corporate” it felt to replace board. "this is not the time warner merger, shouldn't be that complicated. But there are lot of orgs and interests in place, but in agreement we want community space continued as a viable nonprofit, but capacity to create funds to sustain the building as a resource for oakland community. I think we are aligned, but specifics on the deal are to be determined.
• Yar - I want to say that the only way for omni to continue to exist, is for the delegates to do a trust fall. We trust you to save the building and then incorporate our needs. Quickest way to get our delegates to accept that reality, the more likely we are to prevent this looming tragedy of building getting destroyed. EBPREC has amazing track record, first saw them opening up esther's orbit room. they have come so far just with that space.
• Ojan - Solution I am thinking of now is to do a board transition, and a right to purchase forrom CALLI. We need to know exactly how to get to the latter. In that way, one of the benefits is omni could remain its own nonprofit with its own governance. It wouldn't have to manage building anymore, but still could exist.
• Dane - I care about keeping 4799 Shattuck Ave building from being destroyed and joining the capitalist project. Omni Commons has been a poorly run project in many ways and is not anarchist, pretending to be non-hierarchical, definitely hierarchies throughout. Omni Commons has failed with basic safer spaces practices on multiple occasions. I want to see something different. Looking forward to EBPREC web of cooperative projects being involved.
• John T - dont want to see the omni commons become the macarthur commons.
• Ojan - I will be coming back next Thursday hopefully with a proposal.
  • Phillip - soonest you can send draft terms to Omni would be helpful.
• John T - very excited and very grateful for all your work and thought. Great to meet you and thank you very much.
• Noni - Its been a hard road with omni, appreciate you all still keeping up.

CiM update

• Phillip - I am giving a tour to the main lender this week. They pledged the full amount. I will keep pursuing this option as a backup or a shorter term thing
  • Patrik - how do you feel about this news of EBPREC Phillip?
  • Phillip - definitely some emotion. I wish I had gotten in contact with them earlier. The building I already see a lot of the potential, and possible use of the building. I've been involved with a lot of community centers, wholeheartedly agree with Yar, this building being destroyed would be a tragedy. Diversity of activities in building are a big asset. Also for context, the lender I am working with wants out as soon as possible. They don’t want the building at risk of demolition, but just needs assurance that we can make payments. Starbuck volunteered to be guarantor, which is huge. As long as people are committed, he just wants a tour to make sure the building isn't in terrible disrepair. It has stood through the last two earthquakes. I have a short term and long term plan for roof.
• John - I am really really thankful you are here, that you are sharing that you care, making things happen, and sharing your expertise in this process.
• Paige - I see this being very likely that we will need to work with your funder, which could get us more time to refinance with CAST or EBPREC. Do you see that working out Phillip?
  • Phillip - 3 year loan gives us more than enough time to work with a foundation. As long as we can show revenue, its very doable
• Patrik - I would like to go over the LOI with the room. I want all the delegates to understand what it would entail, to the structure. Long document, could take a while. Would be a radical change for us.
• Phillip - at the high level, majority vote, self selected board to start. long term it is figuring a blend of community elected board. i'd be open to CAST and EBPREC coming in on that board. Can’t pay the board though, so that would make it complicated.
  • Patrik - you can there is a limit
  • Phillip - what is in LOI does not allow this
• Patrik - In LOI with CiM, the general directors control the organization and running of the building. passive directors are reps of existing collectives. Im hearing EBPREC does not want that.
  • Phillip - yes I would like the collectives to have a voice on the board.

discussion about LOI

[Note: after this meeting, announced that passive directors would not be in the CiM LOI. So some of the discussion below is out of date]

• Paige - Wondering why are the passive directors self elected? If Omni would be the passive directors, could have something more similar to now where collectives choose their director.
• Patrik - It may make more sense to have only a few directors for all orgs in the building
• Paige - sure, maybe could be 3 or so directors that all collectives vote on together.
• Patrik - had a back and forth with Jesse, can passive directors show up at general director meetings? can they speak? [added to LOI, yes they can]
• William - are we voting on this?
• Patrik - I dont think we should at this moment, its radical change
• Paige - the lease says rent "shall be increased" by 5%. Is there a reason why that is not "can be increased". also is that yearly?
  • Patrik - yea it should say what the time period is.
• Daniel - looking at first page, will sale fees be included?
  • Patrik - no sale happening here. There are foreclosure costs. I understand Phillip is trying to raise substantially more than the amount due to Mulberry [$~870k]. That was only verbal, not explicit in LOI. Mulberry hired foreclosure agent. if we pay back loan before they have the auction, the agent wants to still get paid something. but there wouldn't be any sales closings because not a sale in this proposal.
• Joe - the general directors, under EBPREC, would all be EBPREC people?
  • Patrik - assuming they would want to copy this model, yes. This LOI was written to give to Phillip.
  • Yar - in short term that would be true. CiM expressed wanting to wash his hands from it, with EBPREC and CAST. EBPREC, in the longer term, would want an agreement to sell to CALLI. In both cases this is a short term solution.
• Patrik - in some decisions, Passive directors would have a vote because it involves a sale of the building.
• Joe - okay, passive directors have no governance in short term, but would determine long term.
• Patrik - lease [in CiM LOI] is for cause. If any collectives don't hold up conditions of lease, they could get kicked out by the general directors. I.e. too big of e waste pile in SR.
• Joe - do you think CiM would be good as co directors, or do you think EBPREC would be better?
  • Patrik - i dont know that EBPREC have event experience. Might hire CiM
  • Yar - there will be healthy competition
• Paige - Is there way we could make a condition in CiM LOI, to allow Omni to choose to refinance with CAST or EBPREC? Or pass off the board to them? In the scenario where there are other options (i.e. foundation gives donation)
  • Patrik - if Phillip lands a big donor, it would still be the CiM folks managing the nonprofit. We dont just automatically go back to the old model.
  • Paige - is there some way we could spell that out in the LOI to secure a transition to EBPREC or CAST? Phillip included CAST in his initial LOI draft. I know Phillip and have trust he would pass of it its right decision, but might be easy to just add this in.
  • Patrik - hard to put this into LOI, because legally binding.
• Toan - if EBPREC and CiM are not able to work together, I think we should announce our decision if we approve the CiM proposal, or EBPREC's proposal. There seems to be more and more concern of CiM.
  • Patrik - is there?

other options

• Patrik - there’s Paul and the person Theresa knows. I don't know that selling the building to a private individual is on the table. We never discussed that.
  • Paige - is outright sale the only option with them?
  • Patrik - I don't know if they have all of the money available, and what kind of commitments they would make, but I did ask them to share that
• Patrik - I think Paul might be more likely to try and refit the place drastically. look at the crucible, or american steel, renting out small studios is more profitable and predictable.
• Toan - also People's Programs. They made a proposal, we just didnt make decision. Bringing this up, if we don't agree with proposal, we should announce it.
  • Paige - I reached out again last month, did not get a response
  • Yar - think its safe to conclude they are not interested.
  • Toan - I think just when we have lots of proposals, if we leave them pending, it is good to respond to them
  • Yar - seemed clear to me when 3 groups blocked their membership [that they wouldn’t keep trying to make proposals]
• Toan - the collectives blocked their collective membership proposal, but I am talking about their initial proposal to own omni

Comparing options

• Ruby - as far as the timeline, my concern about EBPREC, is there just isnt enough time. Maybe things can happen really really fast, but it has already been a few weeks to do an LOI with Phillip. I'm not saying I support Phillip over EBPREC, but they're more like CAST.
  • Patrik - most of the delays with Phillip were trying to secure the lender. Not the paperwork. A big difference is that EBPREC has the money. Phillip will have to get a 12% loan. Rent payments will have to go up to cover that. It’s shorter term loan, so loan payments will be significantly higher.
• William - I would not say no to Phillip until we got approval from EBPREC.
• Patrik - my preference still is CAST, but second probably EBPREC because don't have to deal with a loan
• Yar - I have much more trust in EBPREC
• Toan - FNB has been having discussions with Phillip. He is asking us to trust us in managing omni, without experience of something this size. I think we were for it as it was the only option. Now EBPREC is an option, still new, but I sense we would lean that way. One, because they have a record of helping communities, and they say they have the money in full.
• Ruby - still not having quite enough information, but I think my collective would support EBPREC over Phillip. We like Phillip, it is not personal. But would choose EBPREC given their mission and ability to buy out the loan.
• Paige - sounds like the consensus is that we approve any of the options EBREC proposed. And if EBPREC decides not to get involved, we will go with the CiM LOI as backup. Also want to acknowledge there still might be some option that involves CiM temporary funding and transition to EBPREC and CAST.
• Daniel - what responsibilities would we have with EBPREC? They help many owners. They say they have one owner's meeting a year. Might be some responsibilities included in that. I see that 5 or more owners can call for a meeting with them.

delegating Paige to be make decisions with electronic majority consent

• Patrik - as we get down to it, will not be able to have these 1 week turnarounds. Will need to delegate reps to make these decisions.
• Ruby - I am in favor of delegating.
• William - when would this be necessary
• Paige - one hypothetical… like if we need to sign something with EBPREC, and it's due on a Wednesday or something before a delegates meeting. Given lack of nonprofit experience, I wouldn't do anything without a trusted person advising, like Jesse. Still will CC delegates in things, appreciate Patrik included and doing a lot of the work with Jesse right now, too.

Proposal: Allow Paige to sign any urgent forms relating to building ownership, provided they have legal advice, and at least electronic consent of the majority of delegates.

• SR/William yes, FNB/Toan yes, SMAC/Ruby yes, SM/Daniel yes

SMAC moving out

• Ruby - SMAC is not very involved at this point, but I am attending to try and help
• Paige - does SMAC want to still be included on these LOI docs?
  • Ruby - I will talk to CC about that. She might consider renting less space. She is also attached to SR. If willing to keep SMAC in the document, even if we are moving out, of course that would be preferred, since it would give us options
• Patrik - we could mention you in the same spot of fiscal sponsorship groups, with SR
  • Paige - also LL then, John said today they were fiscally sponsored.
  • Ruby - I would advocate for that, yes.
  • Patrik - no harm in offering you a lease, you dont have to take it.
• Paige - I think SMAC should stay voting even if they are leaving. Want as many groups involved deciding what happens next, and SMAC has played a big part in Omni.

End of Meeting

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