Event:2015/09/07 Until the Revolution Working Group
Omni "Buy the Building" working group meeting - Monday September 7, 2015
Attendees
- Laura, Jenny
Update on mtg w/ Jesse and next steps
Next steps are to a) agree on Ground Lease terms w/ BACLT to present to the lender, b) to get the lender to agree to the terms, and c) to apply for tax-exempt status prior to receiving the large donation.
Ground Lease terms
- See Jesse's email. Should we propose terms or meet with BACLT to draw them up? They (BACLT) are meeting on Thursday, so we should get terms to them before then.
- Via Jesse:
"Having written all that preface, here are my suggestions for terms for the Ground Lease. My goal here is 2-fold:
I. Convince the lender that he should loan funds because the Ground Lease has adequate terms. II. Include provisions so that if Omni's internal organization is failing to maintain the building, maintain its operations, or (to the extent we can define this) maintain its purposes, BACLT will be obligated to require Omni to take corrective action.
All the specifics need to be negotiated and agreed by both Omni and BACLT. I can suggest what I think makes sense and also advise you about things that are either objective enough to include, or that are too subjective to include, but ultimately the deal points are up to you.
So here's specific suggestions:
1. The Ground Lease could require Omni to comply with its articles of incorporation and bylaws, including holding an annual meeting and selecting officers and directors in a timely fashion. At present, Omni does not have members but if it did, Omni would be required to hold elections for directors. The Ground Lease could contain a provision for BACLT monitoring compliance such as an annual audit or an annual review of meeting minutes or something objective. BACLT and Omni should both consider specifics.
- Seems reasonable
- For monitoring: Secretary can send annual summary of meeting minutes (proposals passed, new member collectives, collectives leaving) and treasurer could send annual financial report including documentation of 1/3 of income from charitable sources. Otherwise minutes and finances are open for BACLT to review at any time.
2. The Ground Lease could require Omni to create and properly fund an operating reserve and/or a replacement reserve. An operating reserve is an account with a percentage of monthly income or expenses to cover those expenses if something goes wrong and there isn't income during a particular month. A replacement reserve is a fund of money to pay for building expenses such as replacing the roof that come along infrequently but that are large lump sums. A replacement reserve is usually based on a reserve needs assessment which could be part of the Ground Lease. The Ground Lease could contain a provision for BACLT monitoring of both reserves.
- Institute monthly savings plan to put a percentage or lump sum of our monthly income into operating reserve up to a certain amount equal to 3? months expenses.
- Have a replacement reserve study done and start replacement reserve fund.
- The status of reserve funds would be included in annual financial report
3. The Ground Lease could require Omni to comply with its tax status as a non-profit since this is a relatively objective (yet flexible) measure. The Ground Lease could contain a provision for BACLT monitoring compliance.
- Send copy of 990 filed annually
- Monitoring covered by #1 and 4
4. The Ground Lease could include submission and review of monitoring reports -- for instance containing the number of projects operating at Omni, the number of events, etc. The purpose would be to require Omni to have activity going on and provide information for BACLT to take action if certain minimum levels of activity were not going on. Such a provision would need to contain minimums for usage of space, number of projects operating, number of events scheduled, etc.
- Annual report of fiscally-sponsored projects' activities
- Annual summary of events taking place in the building (basic approximation of collective-sponsored classes/events and event rentals by category)
5. The Ground Lease could require BACLT to conduct an annual physical inspection to determine items that need to be fixed and require Omni to fix them within a certain amount of time.
- Annual physical inspection by BACLT to assess any necessary building improvements permitted during the month of July.
- Need to agree on what constitutes necessary building improvements (eg if the issue puts occupants at physical risk).
6. The Ground Lease could require BACLT to review Omni's insurance annually or every 5 years and require Omni to keep the property adequately insured.
- BACLT reviews insurance every 5 years to check compliance with agreed upon minimum insurance
- We need to agree on the minimum insurance required to reduce our insurance payments that are currently outrageous.
7. The Ground Lease could require BACLT to review governmental filings such as Omni's 990 form, 199 form, Statement of Information, business license, or Attorney General Registration form.
- Covered by #3, but legal team would be required to copy BACLT whenever a government filing is submitted.
8. The Ground Lease could give BACLT an option to purchase the improvements if Omni tried to sell them. This would be to prevent Omni from selling and set up a situation in which Omni could benefit from use of the building but not sale of the building.
- BACLT has 1st right of refusal if Omni organization folds and needs to sell the building.
9. The Ground Lease could require Omni to comply with the law, which is a standard catch-all provision. However, for some alternative projects compliance with the law is not desirable.
- We would prefer not to have this provision, or the laws need to be specified, like health and safety codes as required by the city and county.
Those are my initial thoughts. One suggestion would be to write up the terms to which both parties agree and present them to the lender to see if he requires something else."
Application for Tax-Exempt Status
- Finalize Board of Directors: Jenny is waiting for responses from Optik Allusions and Global Women's Strike sometime this week: https://docs.google.com/document/d/15tq20ptUPe_qTPLEEynvQwSFbWtuGsFbVpy4AOGcoec/edit
- Financial Statements: Need past finance history as well as a projected budget. Jenny has forwarded this request to Finances.
- Get all sublease agreements digitalized and sent to Jesse. Jenny needs the key to TIL and will digitize those we don't already have digitized.
- Finish filling out this spreadsheet of charitable activities taking place in the Omni: https://docs.google.com/spreadsheets/d/1zgwbWbATZhqVIKHwJagmxnjI-pnUTQVL2SrWKdgqkq8/edit?usp=sharing_eid&invite=CMWQjJEF
- In particular, need approx. square footage of space usage of all collectives. Jenny started this but is kinda winging it.
- Also need to finish writing short descriptions of each project.
- Still need to reach out to: Phat Beets, Real Vegan Cheese, Fermentation Station, various publishing groups using TIL, GWS, and OpAl
Berkeley Business Practicum Offer
They are starting their new semester this week, and would like to know by the end of today if we could use their help for anything. Via Bill:
"The Fall 2015 semester has now begun for the Practicum students, so I wanted to check in with you to see if you have any remaining legal needs for Omni for the Fall term. Please confirm with me by the end of the weekend (Monday 9/7) so we can assign a student team.
Assuming you may have some needs, please also reserve next Sunday September 13 from Noon to 2:30 pm, when we'll be hosting a Reception for our clients and students at Berkeley Law School. This will be a fun and tasty opportunity for all to meet and begin to learn about the ventures we'll be assisting this term. I'll send more details about the Reception asap -please RSVP as soon as you get a chance."
Discussion
- Would be great if they could help us figure out the logistics of running a collectively-operated organization for the former La Commune area, in particular:
- Health Code requirements
- Licensing and permits for selling food, kombucha, etc;
- Applying for ABC license for selling beer/wine (also for events)
- Any suggestions as to organizational structure that could support a rotating array of local entrepreneurs (foodies, publishers, artists and brewers) as well as a $2K contribution to the Omni
- Would also be great if they could help us figure out Omni's 33% charitable income requirement.
Action Items
- Send ground lease discussion points to Jesse & legal [Laura]
- Send suggested project to Berkeley Business Practicum folks [Jenny]
- Email potential fiscally-sponsored projects [Jenny]
- Digitize sublease agreements and send to Jesse [Jenny]
- Finish charitable activities spreadsheet [Jenny, you?]
- Financial statements and projected budget [Matt/Finance WG]
- Ask Rick if we should attend their board meeting.
Last Week
Riseup pad bug; right click and 'open in new tab':