Event:2024/08/29 Delegates

Omni Delegates' Meeting - 29 August 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:
• Notetaker/s:
• Next meeting's facilitator(s): Paige

Delegates

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

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

Closing Self Help

• John - can close it today. Around $1600. Will move to Unify checking
• William - why multiple? And why are we closing it?
• John - originally opened a lot of accounts, anti capitalist ethos, and to get credit line with different credit unions for a potential loan
• Patrik - already voted on closing it. And we are running out of money. Have to return SR and CCL security deposits. Recurring utility payments about $6000. Last I looked we have $7k in the bank. Once utilities paid, not enough to return to CALLI.

Fiscal sponsors

• Need formal paperwork for fiscal sponsor
  • SL: this already exists!! -- Paige: yes see below. looks like just need new Free Store one and CC basement project
• Not sure if LL has it - yes in drive
• Does SR have one - yes in drive
• Free Store - need new one, was with NOMA before
• Someone needs to draft these and sign on behalf of Omni
  • Ask Jesse
• Paige - what happens going forward with Omni nonprofit?
  • Jesse - would encourage you to think about it while you still have momentum. Moving target in my mind. Omni as a nonprofit can go on however you want. The current structure with delegates from each organization, that may or may not make sense going forward. You're all going to need to consider that. The concern I have is with the 34 year lease with SR being on there, the lease is valuable, so if there was a dispute, you could jeopardize it. My advice is to take measures to avoid dispute - spin off to have a group with lease separate. If you let this go for a couple of years, that can happen. Can get the new nonprofit idea tomorrow.
  • William - my idea for the time being, we elect someone to be the director for the nonprofit, and put in a bylaw that they can not block spinning off nonprofit. SR would spin out fairly soon
  • Jesse - Free Store lease is not long term, different animal. Same with other fiscal sponsored group
  • Patrik - for Free Store and CeeCee, what is the minimum requirement for sponsored orgs? Can it be a single person?
  • Jesse - good question. It can be an individual. 2 types of FS. One is project based - board resolution that appoints 1 person or a few over a thing or funds. Can have a separate bank account but usually don't. The other kind is a separate entity where you sign between two nonprofits. Grants made to a separate entity. Grants are only usable for strictly charitable activities. Even though money goes to a person, the person is bound to how that money is spent. I believe I wrote paperwork for both of the kinds. Doing fiscal sponsorships correctly takes admin work. You would need someone on top of this, for paperwork. It's complex with more moving parts. Free Store and SR is one thing, but each time you add someone, you are opening a potential can of worms. Need a volunteer or staff person to stay on top of this. Sarah and I are on the same page about this - if a lot of people are coming asking to be fiscally sponsored, you should not always say yes if you don't have capacity to deal with it. Also will be more difficult now that you don't have a form of income for Omni overall.
  • Patrik - the fiscal sponsor donates 5-10% to the nonprofit, right?
  • John - Yes, Oakland Privacy has brought in $40k over 2 years. Surveillance state and personal liberties. 10% goes to omni. It's grant based.
  • Jesse - You should consider John if you want to continue. In Sarah's mind, you would spin off all the FS groups and close omni down. If a group has $50k over a few years, I think they should make their own nonprofit at this point. If you're paying 5k to a FS, it'd be cheaper to get your own nonprofit. A lot of times with FS - you start it fiscally sponsored, and then if its successful and worth continuing, you graduate and start its own nonprofit for it
  • John - I helped found org, and I had negotiated 10% to support Omni. I will relay this info. There hasn't been any decision yet to abandon Omni Commons

leases

• Patrik - pro-rated first and last payment - does that get done in lease or outside?
  • Jesse - I think outside.The lease is going for 34 years, so some lease language for next few weeks
  • Patrik - invoices for the last rent payments were sent out.
  • Jesse - these confusing payments come up whenever there is a sale. I think it's more of an accounting issue than a legal issue.
  • Patrik - ok for now we don't worry about it with signing current lease
  • Jesse - normally wouldn't want to trust anyone, but here, overall way it is working, is that buyer will deal with this in a reasonable fashion, and you will too.

• Phillip -Jesse did you review how we've been sponsoring events in the ballroom?
  • Jesse - yes. There were different iterations it went through. The ballroom will not be controlled by Omni going forwards. Will have to figure this out with CALLI. I don't know what their plan is - but wouldn't surprise me if they found another nonprofit that does events, like one of these theater groups, and let them have the ballroom. Not sure if CALLI's skillset is in making ballroom go.
• Silver - SMAC is also a fiscally sponsored group. We moved out so quick, didn't know the building was saved. Now that we aren't paying rent. How is that money is safe til we become a nonprofit?
  • Jesse - this is the concern with FS - definitely possible to raise money, but then go and spend it irresponsibly. Usually a typical FS agreement requires turning over money.
  • Paige - could it get paid out?
• Jesse - if project based, Omnis tax form will show that expense. If re-grant, then you'd have appropriate paperwork to regrant. Could be to an individual, even in a FS, you are supposed to monitor that money. Receipts should show they use it in an appropriate way. That would open issues with the IRS.
  • Silver - It's well documented on our end.
• Paige - do we need to write up a new one?
• Jesse - when we set up some of these FS, they were set up with lease like terms. Even without lease-like terms, it could still be applicable. Silver, if you could circulate doc, I will share it with you
  • Silver - no document now.
• Paige - agreed to FS CC, should that be through you?
  • Jesse - when you talk about FS. If they are bringing in money, you will need that all documented. that will show up on your taxes. If just a possibility that they may use some space. Already forms omni has been using. Appropriate to use the existing forms. May need to cut the lease language part out.
• Jesse - might need to be interrupted in use. Say the fiscal sponsor is doing A activity, and the group is doing B activity, you need to call the insurance broker, who may quote a different amount. Nature of insurance will change.

fiscal sponsor CC

CC = CC doing textiles and other work in basements (not CCL)

• Silver - Want to be clear CC paid this month, SMAC is no longer renting in the space.
• Dane - should a collective run the media lab? I don't know if it should all go on one person.
  • Patrik - agreed
• Paige - issue that there's no fiscal sponsor for CC right now.
  • Patrik - we can agree to wait til Sept 6 while we have ownership. But after CALLI owns, they will require FS.

how long are we going to keep Omni nonprofit going

• Who will officers be?

bylaws

• responsibility of current delegates to not step down til there are replacing board members.
  • Patrik - I will set that discussion for 3 weeks from now.
  • Paige - don't want them to be unreachable.
• should make one for SMAC
  • patrik - standard is about 8%. Other orgs charge 5% if they don't want to do more than absolutely needed. You are paying for someone to do all the nonprofit paperwork, and someone has to be paid for that, so has to come out of the sponsored orgs
• Toan - is SMAC coming back?
  • Silver - discussion with EB PREC about coming back in a different way. harm has to be addressed.

• October 5 board vote to fiscal sponsor SMAC (fka Media Lab). But do need paperwork signed.
• Silver - should SMAC find a new sponsor?
• Paige - Delegates will leave eventually. But at least 3 more weeks until we start discussing that.

events

• Paige - when does CALLI start operating? The 25?
  • Patrik - the 6 or 7
  • Phillip - liability issues, once they take over responsibility, they will have to worry about what goes on now inside.
• Patrik - I think Phillip you should specify who events staff are.
• Phillip - just me now
  • Patrik - I'm happy to volunteer you as CALLI's first employee for event running
• Phillip - I am having a meeting with Ojan later to introduce my team, to see if they are interested in the ideas and projects. One that I had, since the loan isn't needed, maybe CiM comes in as a tenant, and pay rent for the different spaces depending on the hour. Transfer that to EB PREC once fully able to manage that stuff. Right now my main concern is de-stressing all the current event renters
  • Patrik - up until Sep 6, not a problem
  • Phillip - Fusion has a backup but wants to stay, brazilian jiu jitsu wants to say. Silks I want them to hire a structural engineer, don't know if CALLI will want to take on that liability.

insurance

• Patrik - found great american insurance in the drive
  • Omni Insurance Policies (2021): https://docs.google.com/spreadsheets/d/1Nv7dgr-MRW1Ve7k0xPjjfdc3kQmmwGhprW0q1-0-eus/edit?gid=1860298091#gid=1860298091
    • AFCO Annual premium: $3,563.06
    • Great American Annual premium: $1,400.00

Need to do

• Sign leases
  • Already signed:
  • Need to sign:
  • Will sign after P and S agreement sale:
• Write up fiscal sponsorship to CC (sewing/basement)
• contact insurance companies

fire key box

• Who has the key?
  • Probably DK

leases

• Jesse - Ojan approved language updates. They have a contingency debt of Aug 30 to approve them. If they've approved them, so long as you are not asking for more changes, we are fine. Actual signing, if its today or tomorrow. Date is in the memorandum of lease. Key contingency is coming to agreement on language, which we have which is good. Only other contingency is the disclosure. Were some emails saying that there were some disclosures not met.
  • Patrik - we also don't know what Sarah has shared with them. I found inspector report from 10 years ago, which might be useful to give, but not sure if we should share
  • Jesse - doesn't hurt to share things twice. Things Ojan was asking for - event agreements or 3rd party agreements. Sarah wrote a lot of emails, if I kept a spreadsheet might have a better response. Not really a legal question, but a paperwork one. My sense is that she thought the only thing she needed help with was the 3rd party contracts.
  • William - we are okay with the changes
  • Patrik - couple nitpicks but don't know they matter to use. CCL lease and SR lease, calculation of utilities is used on the net, and total for org.
  • Jesse - one was 4% off. If they did it over net over gross? How much would it change?
  • Patrik - for CCL, from 5% to 4%, but either way fine with CCL. But wondering if that number they have wrong applies somewhere else?
  • Jesse - what is the basis for net vs gross?
  • Patrik - net is rentable area
  • Jesse - all negotiating points. Makes sense not corridors.
  • Patrik - generous already that they have it at 50% of that calculation
  • Jesse - agreed. I don't think its something to argue about.

waive wood street rent?

• Toan - propose waive it but inform them that CALLI won't allow payments being waived

waive wood street from PSA

• Ojan recommended.
• no objections

add Philips to delegates group

• William - I would say after the sale, with perceived conflict of interest
• Patrik - no longer conflict of interest because we are going with CALLI

next week

• Jesse - lease says it can't spin off until tax exempt letter. But could have an agreement.
• william - protection for spinning off?
  • Jesse - hard to make bulletproof language. Best to distribute power with checks and balances. I've seen supermajority amendment powers used in a way, you thought you were avoiding problems, but creating another problem of giving a minority to block. Best to address short term questions now while there is good spirit.

sarah check off list

• Patrik - SL had 11 categories. I don't understand all of these, wondering if you had advice? Preliminary report email
  • Jesse - that's from P and S. All about disclosures. Since she sent that, there have been a number more. My understanding, Ojan asked yesterday for something specific from Omni. I think I only saw the need for 3rd party contracts. There's wikis, cloud storage, and files. At this point it is in your interest, anything you think is a non-disclosed organizational document, share it. What would be appropriate, once you've done that, perhaps Paige responds to Ojan's email, and say we have looked through all the files, and this is to confirm we have disclosed everything we know about.

End of Meeting

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