Event:2024/08/15 Delegates

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Omni Delegates' Meeting - 15 August 2024 7pm-9pm

Meeting Details

Roles

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

Delegates

  • CCL: Patrik
  • FNB: Toan
  • LL:
  • SMAC: Ruby/Azadeh
  • SM: Daniel
  • 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

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.

Jesse / delegates discussion

  • Jesse - request this part only has delegates. Client privilege when no others are present. group should be intentional about how it deals with information passed around
  • Jesse - Paul Dresher would trade equity in the building against leases. Sign leases with Omni right before closing, then memorandum of lease to tie those to the building upon sale. CCL and Sudo would only be able to stay in Bocce Ball ct for 2 yrs. Other orgs would need to leave sooner.
  • EB PREC is strongly leaning towards sale to CALLI over other options they proposed. Offering similar leases to CiM - but they would be for cause, 34 yr term.
  • CiM would be an Omni board takeover. Absolutely no passive directors.
  • Deed restrictions? Keep 1% ownership as effective deed restriction? Could ask a land trust to hold that 1%.

EB PREC

  • Ojan - EB PREC board meeting tomorrow; and CALLI board mtg Monday - we will have an approved proposal by the end of Monday. Contingent on a few details to be negotiated. We would jump straight to Purchase & Sale Agreement. Updated leases - one of biggest todo's. 4 existing leases (SM, SR, Wood Street, CCL, FNB), plus some groups like SMAC or Cici. My understanding is there is no collective managing that space in the basement anymore. Don't know if she would get reabsorbed into SR? Might need some deliberation on your end. CC would need to be part of some org for insurance. Might make sense to sign a 5th lease with Omni if it intends to keep fiscally sponsoring those projects. Because the Free Store doesn't need to stay in that space, we would not want to finalize a plan for the entrance hall at this point. FNB I understand now is just using the kitchen area as storage. We would need them to move to other parts of the building to do renovations there. Maybe over the next couple days, I can sit down with each delegate, and look at the actual lease. Jesse has drafted a lease that is workable for us, just blanks we need to fill in. Also wanted to talk about shared utilities. That feels like that is what will take the most time - negotiating leases with every collective in the next few days. I would love to know if that sounds like the right approach. Then we can bring a proposal forward with the whole package.
  • Patrik - last time you had 3 model proposals, Jesse said you prefer now having CALLI in ownership. How would you fit collectives into your co-op structure?
    • Ojan - CALLI has different bylaws, and is new, so we would have to figure that out with you guys. We want to learn about what Omni has done, but don't want to get into past loops. It'd be somewhat of a trust fall like Yar said. Leases we are discussing for you all are 34 year leases. There’s an understanding that we are in this with you for the long haul. I can say nice things about what EB PREC does, but don't want to fluff things up. We don't have a complicated decision making structure for CALLI like with EB PREC, that is something we would be setting up.
  • Ojan - For the next year, it will be about repairs. Bringing in new tenants would be a later date. Based on our walkthrough, people in the building right now are the biggest resource in keeping the building operational. One other thing on our radar is asking you about the name "Omni Commons". We would like to talk about it with the name as we are talking about the space. As opposed to CALLI. We would like to preserve the legacy
  • William - how do you imagine the repairs going forward. How would we continue to operate during that time?
    • Ojan - We got a comprehensive capital need assessment from David and Sarah, so recognizing that roof and ADA access are the top priorities, next bathrooms and HVAC, and then bathroom finishes, stage lighting and curtains. We would reassess this with our own team. We would involve all of the collectives, ask what needs repairs in your space. We have the capital to do a lot of these repairs, definitely the most needed. We have a roofer who worked on another building with us, and is getting a requote. We would want to get the roof done asap. In terms of operations.
  • Ojan - Commons spaces: Right now the ballroom and entrance hall are common, meaning anyone can use them when there are no events. What I've been recommended is that the common spaces are identified. Maybe entrance hall can be common during day time, but normal access would be through the back doors. Eventually that entrance hall would turn back into a cafe, so having side doors would allow an entrance during closed hours. Ballroom would be leased fully to someone else.
  • Patrik - onsite property manager? Is that how you do it with other properties?
    • Ojan - yes we would want that, would not be 24/hrs on site. It’d be someone on CALLI's staff, and they’d receive work requests. Ping through property management software. As opposed to DIY. Maybe we would get entrance hall staff, so that its not just staffed by free store volunteers. That could omni collective members, you could be doing your own work, but there also to be checking doors. We don't have a full plan on that, but would consult with [].
  • Ruby - would you keep it 24/7?
    • Ojan - I don't know. It definitely makes me nervous, because we will be liable. Especially if we can't address the access issue. David and I were talking a while today about different ideas. That's negotiable. I don't want to make SR not be able to do their repair event until 2. I'm curious how you feel about it?
    • Patrik - Maybe that’s something to hash out in the leases
    • William - I think most people like the 24/7 access. But access control would be huge in a lot of ways.
    • Yar - To be clear, it's not open 24/7 now, but we have a process by which individuals can apply.
    • Ojan - yes, please share that process with me
    • Azadeh - if you are a member of specific groups, you have that access. But you need to have member access, that differs from group to group
    • Patrik - realistically, not really a need that people stay that late
    • Jesse - Hours should be addressed in the lease. Some commercial leases have 24 hr, but depends on the specifics.
    • Patrik - CCL needs emergency access for our freezers, can lose years of work.
  • Starbuck - I think the idea of saying the common areas default to not be accessible, but someone could reserve them, that makes sense to me. then people renting spaces, if someway they could only access their spaces. but also seems like the kind of process that would need to be managed by the building manager. Would like to mention that my brother does property management, and is offering to volunteer training members of our community. So that no one person moving or leaving for emergency would have shut down operations. Would like to put anyone who takes over the building in contact with him. My point is that is a way you can have a building manager whos not just one person controlling everything, so you can have a diverse group running it
    • Ojan - thank you for sharing that, yes will be in contact
  • Patrik - are CALLIs bylaws accessible?
    • Ojan - CALLI bylaws are uninteresting nonprofit bylaws, only interesting thing is EB PREC designates the board.
  • Patrik - would collectives become resident owners?
    • Ojan - no, not able to do this through EB PREC.
    • Yar - Who is on the board of CALLI?
    • Ojan - board members are me and Noni and a colleague, Princess
    • Yar - ok, knowing that gives me a lot of confidence, thanks.
  • Erica - want to thank everyone putting all this time into this resource. Very good for the community to have this.
  • William - CC and SR could merge, could be a quick fix could be to join those two.
  • Ojan - my last question, would need contact for each collective. Also Omni itself would need to decide how it treats SR and the free store.
  • Ojan - hoping to get a full thumbs up on Monday. Then its in your court to accept that offer or continue negotiating leases. Once an offer is accepted, at some point if you could ask Jesse to put a PSA together. Once that's put together, we sign it, and designate the closest date. Closing schedule would be in the PSA.
  • Ruby - I'm with SMAC, also sew every Tuesday with CC. Want to give a clarification - SMAC is still working together with CC. We are essentially still in the building. We all helped CC clean, she has been helping us move equipment. If things are continuing in building, I will take information back to CC.
    • Ojan - if you still want to stay in the building, you can. Just was given information you are leaving.
    • Ruby - we are in quite a bit of limbo.
  • Dane - Want to encourage the delegates to share more info around about how awesome EB PREC is amongst omni. Hearing about Esther's orbit room, and cooperative houses.
  • Azadeh - am I correct in understanding that the ownership in EB PREC, that does not apply to CALLI? So we shouldn't assume that's the model unless written into agreements
    • Ojan - yes, not the same. EB PREC is a corporation, full different system. So we can sell shares, wouldn't be able to do that as a nonprofit.
    • William - would like it if that wasn't true. Just would like to state that, as a goal maybe down the line.
    • Patrik - my criteria is having the community able to have some say in how it is run. If we rent from EB PREC thats built in. With CALLI?
    • Ojan - if you have suggestions on how to build that in, let me know. I don't think I have the capability to build that within these next few days, but we can build some expectations in the lease about a series of conversations with that intent. Even if not in CALLI bylaws, in our EB PREC blood. I think that's probably the best I can think of to explain it.
    • Yar - we can't sell the building to EB PREC below market value, but could sell a fraction of it? What if CALLI was an owner of most of the property, but EB PREC owned a portion?.
    • Ojan - if any portion is owned by a for profit, no portion can get the welfare exemption.
    • Yar - I thought it was about use?
    • Ojan - it is if a nonprofit owns it. there are other cases that involve deed restrictions and complications, where it could work. But do not have time for that
    • Yar - if Sogorea Te owned 1%, that would give some assurance of it being flipped
    • Ojan - we met with Sogorea Te, Karina has been in the space a lot, supports EB PREC in doing this, but too fast to get involved. But yes we have considered this, having them own the land, then we re-matriate it. But we are putting up a lot of money for this, any sort of co-ownership makes it complicated enough that I can't judge it in the moment.

City in Motion

  • Phillip - Shaye and Hafsa are joining, you have met them before. Are there really any questions tonight?
    • Patrik - one issue we are having with all of the proposals, is that they are still in the works, so not in hand. Sounds like we will have something from EB PREC. We will be waiting at least to see that.
  • Starbuck - is there enough time for EB PREC to make this work?
    • Paige - Ken from CAST said it is feasible even if deciding by 22nd. Jesse, could you weigh in? Is is feasible to still make it work, if we wait til CALLI’s response to make a decision?
    • Jesse - what takes a long time is a loan, CiM has one, EB PREC wouldn't have one. At least theoretically, we can have a PSA next week, open an escrow, then you just put money in escrow and sign the title over. A lot of times the delay is because of due diligence and inspections. We are not going to have that. Can go very quickly. There's plenty of details, but definitely can happen in time we have left.
    • Phillip - The foreclosure company already has an escrow open, and my lender has opted out of requiring an appraisal. Whenever a final decision is made, the LOIs can be sent to foreclosure company requesting a pause
  • Phillip - I would ask Xafsa to be doing consulting work, so would not be on board since that is paid work. I reached out to EB PREC to see if they would take board seats. CAST is a maybe. A community organizer I know, April, is open to one seat too. David Early from East Bay Community Center and Starbuck are for sure.
    • Xafsa - I work with Phillip, I currently live in southern New Mexico, and would be offering support remotely. I would not be on the board. I've been working with Phil for a decade now. Background in education, been teaching about histories of slaveries, histories of violences in the contemporary moment. I work with Phil from afar. The goal would be to support Phil, and building relationships with QTBIPOC and activist groups, figuring out how to use the space to mobilize and support groups in the bay area. Please reach out for questions
    • Yar - so you would be remotely reaching out to folks here to put them in touch with CiM?
    • Phillip - I have remote staff that I trust to help us get the ball running, while I build up internal staff and build up trust with local organizations. Because of the situation of the last few weeks, I haven’t been putting much work into an org chart, given I think I'm third in the list.
    • Patrik - I would not make that assumption, especially because we haven't seen the other proposals
  • Erica - I want to thank Phillip for all the hard work
  • Xafsa - I'm interested in really pushing Phil in terms of community building. My support would really be more in strategy. If there are things that could be done to be done more equitably, I would push for that. Not there to form those connections since I’m remote. But it sounds like Shaye might be doing that. Important to us that people in the community are mobilizing there.
  • Shaye - I'm from the bay area. I have worked with Phil and CiM for about 8 years on and off. My background by trade is as a cognitive behavioral health therapist. Have background in mediation, business operations. One of the ways I would be helping Phil in ED role is in mobilizing teams, training, development, setting up new pathways and procedures to facilitate the center, generating revenue, and keeping everyone happy with the building as a serving space for the community.
  • Toan - you mention mobilizing and building community. How would you be doing that? I think when people hear of CiM, especially when you go to the website, it is unclear what kind of community it is other than a dance group. How are you going to mobilize the community, and be community oriented when you manage omni?
    • Phillip - a lot of the work i've done is background work, supporting community org. CiM focused on events I run, on average twice a year. Not a lot of public evidence. For example, done a lot here at Omni already, but is there any public record of what I did here? I started reaching out to groups who might use the space. Also looking at orgs to fill board seats over time. My goal is a very diverse 100 year center, not overly dependent on any one project
  • Phillip - FYI since there was concern I would somehow exploit the space for personal gain, I have asked for testimonials from folks across my over a decade of community organizing that I can share in a google drive for delegates to review
  • Starbuck - I’ve been volunteering with CCL for a while. Board member on CCL. Really love the Omni. If CiM proposal ends up saving it, we would be putting up our house that we live in as collateral. I get the impression that people are really concerned about vetting Phil as a con artist. If he does that I will kill him. If you don't trust Phillip to be honest, trust Phillip to care about his life. I really love the Omni. If it were up to me, Omni would stay the stupid mess it is now, but it can't do that and be financially sound. I am for any plan that results in Omni staying as close to what it is now. I think it's wonderful that there's a number of plans available.
  • Erica - I agree with how important the space is, about having a holistic, equitable, resource.
  • Shaye - What are everyone’s true concerns with CiM taking over the building? That's something I want to be transparent and clear. I understand the website doesn't show much about his background. I think that's a technicality. I think they can be updated. Also what is the impression from the team, given that he has done all this work to raise funds? Want to turn the question on you. I see the pantry work and free food work done, but a deeper conversation is needed on how we generate revenue. I.e. permanent residency for minority groups, classes. If the concern is about the management team, we should discuss deeply what that is. Not operate on what we feel like might happen. The building is up for foreclosure. Time to make decisions on what is the best for the building in the future. Let's discuss concerns now so we can move forward. So much discussion on if it's mature enough to take it on. You should be going with whatever solution is the answer right now. Not saying its CiM.
    • Yar - I would say it's not about feelings, but about legal guarantees in the new agreement. Making sure that our intentions are written down.
    • Shaye - I support this. Needs new explicit detailed steps on how it's run, who runs what, who has voting rights etc.
    • Patrik - I think it's useful to have you all here. Up to now we’ve only been talking with Phillip. One bottleneck for me, is wanting the community to have some sort of say in how the building is run. Pushback against passive directors. One suggestion was to have one director spot that is voted on by everyone in the building. I'm not talking about carrying over the current management structure, but having some self determination from the people in the building would be useful.
  • Erica - Im not understanding why CiM and EB PREC cant both be utilized?
    • Patrik - totally. If eventually we do going with EB PREC, I would strongly recommend them to hire CiM for event management
    • Phillip - Ive offered them a board seat, Im open to working to them if they take over the building
  • Patrik - everyone at the table really appreciates all the effort you've been putting into this Phillip. We haven't yet seen what EB PREC is offering. I think that's the main delay right now.
  • Shaye - what is one of your non-negotiables with CiM? What do you need to feel more comfortable
    • Yar - I would like some legal guarantee that the building is taken off the speculative real estate market. Structurally in the way a land trust or EB PREC gives it. You're talking about 100 years and that's great, but if that's not written, nobody can guarantee that. My understanding is CiM doesn't have any of the land trust language. Hoping for some structure in place other than good faith
  • Patrik - that's why we are looking at EB PREC, have community involvement, and building trust in their main purpose
  • Ruby - I absolutely appreciate all the work CiM done, I think you have the right intentions. I would like to know, what are your investors intentions?
    • Phillip - One is a former ligure club member, who wants the building to stay intact. Other is David Early who runs east bay community center, 10 blocks north
    • Shaye - based on my understanding, I understand you are looking for a legal entity. I can talk to Phil more offline. Each side has their caveats. All of that can be corrected, that's the safest way to say this. Does not negate his ability to take over in this role, because it's a matter of paperwork.
  • Phillip - Jesse, in your experience, how many hours would it take to write up something like what Yar is describing?
    • Jesse - no perfect document. Lots of ways to approach a problem. I suggested some, but I think that Yar's saying is that there's a need for something legally binding. I also want to say, I have talked to Phillip a lot, and appreciate his work. When I wrote that LOI, he was only one person in the running. The way legal restrictions work that are enforceable, is by giving people legal rights. You said that won't work. In order for Omni to say yes, there needs to be something enforceable. A deed restriction is another way, that Patrik just raised. The thing that is unique about CiM and the others, is the idea that all board members would be replaced. Cant have deed restriction against yourself. So wouldn't work here. So having something like Passive Directors, would be better solution. You don't need to call it passive directors, but need someone who is not board members appointed by Phillip to have veto powers. Could be elected, or appointed by outside body like a land trust
    • Shaye - I understand what you're saying. I didn't hear that part before. Omni has had this building a long time, to maintain its impact. Need someone from neither team involved.
    • Jesse - The language I wrote lists specific decisions subject to this authority by passive directors. None of the decisions passive directors would make are operational. Would be no participation of current omni delegates. Passive directors would only have a say in things like selling the building, or amending the bylaws.
  • Patrik - one idea is raising bar by which those votes can be made. Right now, it lists a majority for quorum. I’d suggest ⅔ approval.
  • Shaye - I want to make sure that we focus on what can work, and push that agenda. Maybe a solution would be if one or two omni staff remain on the board, lets have some conversation about that.
    • Patrik - we dont necessarily need delegates in those seats
  • Jesse - Question, did anyone else in CiM on this call read the letter of intent?
    • Shaye - i just got it before the call, didnt have a chance to read it.
  • Phillip - I want to stress, my lenders will not agree to Omni having any control going forward. Ok to agreeing that if the building is sold (would not want to do that), the profits after debts that can go to a fund that Omni nonprofits can decide on what to do with.
  • Starbuck - adore all of you, I’m sure one of these plans will work out. or it wont and then itll become unaffordable condos for rich people.
  • Xafsa - hopping off, hopefully can connect more offline. Community is the most important thing.
  • William - What is the time table with your lenders?
    • Phillip - they are okay with 3-4 weeks to close. They will work on putting their money in escrow in preparation.
  • Patrik - we will let people know our priority tomorrow

New Performance Traditions and Oakland Theater Project

  • Dominique - Used to be called Musical Tradition, but changed name to New Performance Tradition. Because Musical tradition is not just what we do - also do art, dance, building instruments. Mixing wood recycling, glass into projects. Have been in existence for 40 years. Location in West Oakland. Started to look for a building as we had rents increased. I have worked for years at the corner of this street. I tried to organize music at Omni and it didn't work out. Beautiful building with lots of history. Artists and residences could work with tools available in Sudo Room. We’ve ceated a paper and draft LOI to share with you all tonight.
  • Colin - New Performance Traditions houses Paul Dresher and the Paul Dresher ensemble. Has a proven track record. Have been engaging as a collaboration. Just completed this intense 6 month process of our financial feasibility. Vetted to an 8-14 million campaign project. What is so amazing about this project, is the building, the relationships, lots of alignment. 10 days ago we were just introduced, but today we can say, if you'll have us, we will jump right in. Will share our finalized LOI by the end of business day tomorrow.
  • Dominique - We have a strong organization. I do a lot of clerical work. Artist in residence program with 6 artists. We provide 6 weeks of residency for free, and stipend to do things. Lots of shop tools and materials available for them to use. Invitation at 1PM tomorrow if you would like to come visit in West Oakland, along Mandela Parkway
  • Yar - what is your vision on the ballroom, and knowledge of the history of it?
  • Colin - we've looked at warehouses, frankly haven't seen many spaces like omni. The history and the character are not easily replicable. Class b historical building- this is exciting, energizes us. When you think of art and culture, its thinking of how you bring people together. Oakland theater project, we were site specific, bouncing between venue to venue. Love reimagining the relationship of art and place. Ballroom would be the location of marquise performance, we would be keeping the integrity of the theater intact. Would bring in a grid, and professional seating [modular]. I can gab on about the technical specs. But 200-300 permanent [modular/moveable] seat theaters. Ceiling is high which is important. Grid, catwalk, fly space. Plenty of space for green rooms and dressing rooms. We perform about 180 days out of the year. When you build out a marquee venue like this, also want it to be community focused. Imagined this would be the type of theater to be a community asset. There’s a lack of mid size venues in oakland. Want spaced used 80-90% of the year, would be reaching out to our community contacts we have already to use the space as well as looking for new, to keep it busy.
  • Toan - you mention the lack of dance and performance spaces. I also think there is a lack of community space like Omni. Would like to ask if the recurring groups here would have space if you take over omni.
  • Colin - echo that we think expansively, and have a wide definition of who we work it. First part of that question, as we get to know each other, I love and believe in Omni collective, and am excited that you all exist. And frankly to keep getting to know you. New Performance Traditions has stronger connection to CCL at this point. But we are still new to getting to know you all. Thinking about the building itself, this is included in LOI - we would imagine a 2 year construction timeline. We have thought about the bocce court area with CCL and SR and SM. We feel confident we could not touch that space for 2 years, while renovations focused on other parts of the building. Possible if work is done on the roof or ballroom, there will be usable space in the basement. Commit to being open minded about activating space as much as possible, if the basement is open 6 months, would be eager to talk about how to activate it with you.
  • Dominique - difficult to commit if you don't know the people. We met with CCL yesterday, it would be nice to meet people from SR to know more.
  • Dominique - very diverse group of people in the residence. Projects from VR performance to more basic dance research.
  • Colin - in LOI, you will see we want to provide relocation amounts to groups that part from the building.
  • Azadeh - to Toan's question I heard responses about CCL and SR. Haven't heard anything to other omni projects, like FNB, free store, and other tenants?
  • Colin - that's the speaking to being in the beginning stages here. Would like to hear about FNB space needs and requirements. Would love to connect more directly. Gets to the piece - knowing that in that main building space, a good amount of construction might be happening. We want to be open and flexible about sharing space. Certainly at end of construction period. Maybe some want to work around the construction. After 2 years, may engage in conversation about what spaces we want to activate. First conversation with Omni members whether those spaces are a fit for them. What's special with Omni is that its big, and there's the ability of having more space I.e. over the entrance hall if we build it out. Nice opportunity to get creative with how different programs could find their new space under our proposal.
  • Patrik - for those who haven't seen it, Jesse forwarded this to delegates today. Document with a draft not quite LOI. There are interesting ideas in there, such as relocation stipend
  • Dominique - we were focused on SR and CCL were the ones paying the rent. Didn't hear about other groups. Didn't know SMAC was staying [they have mostly moved out, but few staying behind, wanting to keep it going]
  • Colin - would love to connect more with other groups
  • Dominique - proud of work we do together with Paul.
  • Ruby - Ive been to Oakland Theater Projects, think highly of the projects.
  • Paige - my understanding is you were most focused on SR because you had some alignment in terms both doing shop/making work. But you’re saying you would be willing to have other groups stay, just haven't met them?
  • Colin - mostly because we haven't met them. Talks about phrasing building as housing "performing arts and science".
  • Dominique - also because we heard that FNB has more than one location, and may want to move.
  • Patrik - there is an old commercial kitchen in the basement
  • Dominique - yes for fundraising events, would need that for cooking
  • Patrik - in between, maybe FNB could make use of that for cooking?
  • Colin - going to your questions, two components in this very quick dating process of getting to know one another. There’s both the relationship piece, and then also the ambiguity that we don't want to over promise. We do know there is a lot of work needing to be done. We do know that SR / CCL area could be held off for a 2 year period of time. If we had a couple of months, maybe we could map that out more. to not disturb omni as much as possible. but we don't have that luxury of time.
  • Dominique - architect donating their time to understand the complexity. Suggested a terrace on the roof.

discussion afterwards =

[TODO: add more later. Notes redacted right now]

  • Goal by tomorrow evening to tell everyone our priority order



End of Meeting

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