Event:2025/01/16 Delegates

Omni Delegates' Meeting - 16 January 2025 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.
• Next meeting: 2 weeks from now, Jan 30

Roles

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

Delegates

• CCL: Patrik
• FNB: Toan
• LL: John
• SMAC: inactive
• SM: inactive
• SR: inactive
• FS: Paige
• WSC: inactive
• 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

Check for mail for Omni

Who volunteers to go check if there's mail for Omni right now? This agenda item is part of the meeting notes template.

Bylaws changes

• Patrik/ Jesse had discussions about ways to have a board composed of reps from every fiscally sponsored project
• We could also just keep it simple, have that be something the board selects, but not bound to it in the bylaws
• Comparing new to old bylaws https://github.com/pgeplan/omni-bylaws/commit/ccf603d4652ee46b082054a05a2402b08bee802a?diff=split
  • 19 board members --> 9
  • deleting delegates language (before designator=collective, director=delegate). Remove mechanism for inactive directors, which is less necessary when board meeting less regular
  • quorum is majority, rather than 2/3
  • Remove runoff vote detail
  • Removing clause about tabling deciscions for a week upon director request
  • Removing open meeting and minutes clause
    • Patrik - I dont think board meetings necessarily need to be open. We could specify who is able to come. I.e. allowing members of fiscally sponsored projects
    • John - board of directors could still invite them to this without the clause
    • Patrik - we've always leaned into more openness, so this will be a major change in that respect. We could be accused of becoming more secretive
  • Inspection Rights - before all of the collective members had right to inspect the books. That is removed in new bylaws
  • annual report becomes required every year, but only needs to be shared with the board members. New clause on what kind of transactions need to be included in the annual report.
    • Patrik - Might be boilerplate, but not actually based on our budgets, given the high amounts listed here. I would argue taking a 0 off all of these numbers, and it would make more sense for our operation. If we want to have a paid ED, that's when this clause would come into play.
    • John - in general, board members should disclose any conflicts of interest. And what I would expect of any director in this modified Omni Commons.
    • Patrik - if we are leaving current numbers in place, I think we just remove this whole section.
  • Ammendments to bylaws change from consensus-1 to majority.
    • Patrik - this is where other orgs often increase the required votes needed, but just majority in this version.

• Toan - will there be a name change? These are radical changes. Not a concern, but just wondering
  • Patrik - can be done
• Toan - public statement? I think these major changes might bring up concerns to people.
  • Paige - nonprofit is no longer representing whole group. Makes sense to have a tenants union.
  • Patrik - Yes I had suggested before Omni Commons nonprofit could continue to have a tenants on the board, its mission could include being that meeting between groups
  • Paige - but then we have issue of groups being able to vote on things, but who have no skin in the game.
• Patrik - keeping the minutes open in some way might be good to do. Theres sort of a hierarchy of whats important to be open. Annual report open might be the most important, because then community can see what happened over the whole year. Next lower is meeting notes open, and then lower is meetings open.
  • John - Omni as collective of collectives abided by that. Should be going towards less administrative burden going forwards
  • Patrik - I like the burden of putting the notes on the wiki, since it means its done.

Proposals:

• Reduce $ amount in annual report?
  • Proposed change to the self-selecting board draft, Article 8 Section 6e: (e) A statement describing: (1) Any Covered Transaction during the previous fiscal year involving more than fifty thousand dollars ($5,000), or which was one of a number of covered transactions in which the same Interested Person had a direct or indirect material financial interest, and which transactions in the aggregate involved more than fifty thousand dollars ($5,000); (2) The names of the Interested Persons involved in such transactions, stating such person's relationship to the corporation, the nature of such person's interest in the transaction and, where practicable, the amount of such interest; provided, that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated; (e) the amount and circumstances of any indemnifications or advances aggregating more than ten thousand dollars ($1,000) paid during the fiscal year to any officer or director of the corporation pursuant to Corporations Code Section 5238; provided that no such report need be made in the case of indemnification approved by the members. For purposes of this paragraph, a “Covered Transaction” is a transaction in which the corporation, its parent, or its subsidiary was a party, and in which either of the following had a direct or indirect material financial interest: (i) Any director or officer of the corporation, or its parent or subsidiary. (ii) Any holder of more than 10 percent of the voting power of the corporation, its parent or its subsidiary. For purposes of this paragraph, an "interested person" is any person described in paragraph (i) or (ii) of this paragraph. A mere common directorship is not a material financial interest.

• Removing public meetings and public notes ok?
  • Paige - I'm okay with it, then we can go to our groups and see if we want this added in.
• Making annual report public?
  • Patrik - if we put it in the bylaws, and we do not release it, some random person could hold us account to that.
• Are electronic meetings allowed - YES, already in Article 3, Section 7

• Proposal: Amend bylaws to those specified here, with change to annual report dollar amounts (Article 8 Section 6e) as listed above.
  • Toan - would like to push this decision off one more week. Also would help if there was another board member present at the next meeting

Finding new board members

• Paige - Someone from Free Store volunteered. I will reach out again. I think we should also ask specific people to join. Also William might be interested for the temporary time that
• Patrik - Cece?
  • John - LL has contracts for new films. Funds in would not be on the level of SR. Might be some hesitation to get involved with a much more engaged, utopian project. Hesitant to bring in an organization that appears to be an individual, or capacity to function as a responsible fiscal sponsor
  • Patrik - could require projects to consist of 3 or more people.
  • Paige - would want a proposal and team to feel good about sponsoring it
  • Toan - I had asked for a written proposal.
• Patrik - also could ask outside to CALLI and EB PREC, or outside organizations.
  • John - I think it makes sense to make such a request, given attachment of the groups to the building.

Omni Finances

• Sarah L reached out to EB PREC about paying back the Safer DIY bill.
• Patrik - We need to make formal that we will not be able to pay that. And come to some "buffer agreement" --> e.g. we will keep $300 leftover for Omni, and spend the rest paying back Sarah and Jesse, Philip Bell, and (a small part of) SDIY
• Proposal: Order debt priority as 1. Sarah's tax bill, 2. Jesse legal bill (should be small, one was paid recently) 3. rest to Philip Bell, with
• As of 1/11, we have $1163 in bank. Sarah's bill for taxes is $427.50.
  • Approve paying Sarah's bill: yes
• What are imminent upcoming bills? Insurance, website, nonprofit and tax fees. Any upcoming bookkeeping and legal fees. Keep $500 in reserve?
• Agreed to pay back Sarah for tax prep. Cannot afford to pay back SDIY or Philip Bell

Community storage

• Toan - last week Valerie and I spoke about the tool room and the communal storage (room before the trash room). Valerie was thinking that we would put the tools we need from the tool room out there, that we want to share amongst tenants in the back area of the building. She thought we can choose whatever tools we like to be transferred to communal storage. Recently she brought a black cabinet up there so we could lock the tools. She also mentioned that whatever tools belong to us, we can take for ourselves and bring to our collectives. When CALLI purchased the building, we had an inventory sheet. CALLI email has priority of "reorganizing and locking the toolroom". I think eventually they want to close off the entrance hall door to the hallway.
  • TODO: contact potential owners of tools. Decide who gets items.
  • building materials - to CALLI
  • drills and drill bits and hardware we will keep
  • Paige - sudo room would probably take the chop saw
  • Paige - I can start moving things on Saturday

Omni Community issues

• Once side door access in full use, we may lose access to the rest of the building
• John - its the death to the omni commons (tongue in cheek) but a bit sad. the material exploitation of space as sq footage to generate revenue and the commons are antithetical concepts.
• Patrik - so far havent been drastic changes. Might be some want to keep it as a commons. Still run by org that has principles of buildings being in control of those who occupy it.
• Patrik - Valerie is working on a document of building rules. Should we reach out? I assume it will be copied from an EB PREC building.
• John - I rather suspect them to reach out now.

End of Meeting

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