Event:2015/11/19 Delegates Meeting

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Weekly Omni Delegates' Meeting - November 19, 2015

Who's Here?

name, pronoun, delegate-y-ness

  • sadie, birdhouse delegate
  • jeremy, sudo
  • yar, sudo delegate
  • laura, she/her
  • kelvin, ccl
  • christopher, berkeley law school
  • jagen, law school
  • shweta, law school
  • tatille, buried seeds
  • thunder, buried seeds
  • chloe, mpm
  • joe, fnb
  • rob, sudo
  • William, berkeley law
  • julio, sudo

Meeting Roles

  • Facilitator/s: Sadie
  • Explanation of hand signals: "deaf applause", "raised hand", "point of process", "direct response"(wildcard), etc.
  • Stacktaker: joe
  • Timekeeper: Laura
  • Notetaker/s: yar, laura
  • Vibe Reader: rob
  • Next weeks facilitator(s): joe (december 3)

Delegates

  • BAPS: inactive
  • Birdhouse: Sadie
  • CCL: kelvin
  • FNB: joe
  • MPM: chloe
  • LL: liz
  • Sudo: yar
  • TIL: inactive
  • GWS: active but not here
  • Quorum: 6/7 so yes

Presentation: Rights and Responsiblities of Board Members

(If possible, let's have this early in the meeting so our guests don't have to wait) Lawyers from the Cal Small Business Practicum will explain what it means to serve on a board under California and Federal law and answer questions.

  • Duties of the delegates as board members are called "fiduciary duties"
  • What this boils dow to is: how do we not get sued, or shut down by the IRS?
  • [insert powerpoint here]
  • basically you need to be informed, do things lawfully, and not act in self interest. act in good faith, on an informed basis, including reasonable inquiries, in best interest of omni
  • you shouldn't vote based on someone else. only based on your own decisions.
  • fulfill duty of care
    • attend board meetings, get adequate information, review materials before meetings, familiarity with the Omni, use independent judgement, monitor activities of the org.
  • doesn't matter if you make a bad decision. you can make a terrible business decisions and you'll be protected as long as it was independent and reasonable
  • IF you breach your dity of care you could be sued by fellow delegates or attorney general, but first they'll apply a very deferential standard - the "business judgement rule".
  • if you break process, don't show up to meetings and suddenly show up and vote without knowing what's going on, it can come back and bite you
  • what you're doing is right - figuring out who's here
  • William points out that the routine we follow at the beginning of the delegates meetings are an important example of implementing our duty of care.
  • If our general practice is inconsistent withthe bylaws we should either change the bylaws to be consistent or follow the bylaws - especially once we are working with major assets, like if we own the building.
  • The process of unanimous written consent for decisions without a meeting.
  • YAr: the delgates voted to empower the fundraising and finance committees to work on buying the building, is that ok?
  • Shweta: That is ok, only the committees have to be names not the individuals. Individuals who are particpating should be recorded.
  • for the board to create a committee you need a resolution from the board authorizing the creation of the committee
  • julio: if the working groups weren't all created by the board but all major decisions are put to the delegates is that OK
    • Shweta: you mostly only need to worry about things that endanger your tax status or when $ is changing hands.
    • Lawyers recommend we retroaactively make sure all the working groups are authorized by the delegates.
    • if you're taking notes usually they'll just say pfft whatever, they took a vote, nothing illegal here
  • duty of loyalty
    • quorum is whether you can even have the meeting. decisions are made by counting interested vs disinterested
    • IF a delegate has an interest in a decision - they count toward quorum for the meeting but should excuse itself from the vote, although they can advocatee for their position.
  • yar: isn't an inherent conflict of interest to represent a collective within the Omni?
  • rotating board members? can't have proxies. If someone else represents, they have to be fully informed and depends on communication.
    • we can look at modifying your bylaws to coincide with what you're doing
    • laura: it already says that
  • yar: sounds like running by consensus is actually defensive against problems with the law. you're going way beyond their standards for good faith.
    • yes, as long as you're disclosing everything
  • A record in the notes of any interested transaction is very important to the IRS.
  • Laura's the only one here who's completely read our bylaws
    • you have to disclose a conflict of interest, rest of board decides decides if it's reasonable, you aren't allowed to vote
  • loyalty: if someone in sudoroom comes across an opportunity for omni, you can't just seize it for yourself, you have to disclose to omni. you need a record of that stuff.
  • take reasonable risks - not "no risks at all", just reasonable
  • There are hard limits on amt of money that can be spent on advocacy activities
  • you can rent ballroom to political things as long as you treat them the same as every other potential renter - even a sliding scale is ok as long as you use the same criteria
  • Unrelated business income is a "lemonade stand" fundraiser. If amt of money is too much then we should consider what they recommmended last semester - form a for-proft subsidiary.
    • it depends what your purpose is
  • part of your exempt purpose could be "providing space to other nonprofits"

llc intro

  • Limited liability company - someone can only sue you up to the value of the llc assets. shields the individuals
  • people like them for 2 reasons
    1. they're contract-driven. 2 people can come together, decide what will be a breach into the future (as long as it's reasonable)
  • what power does the owner of an llc have? can they override the board?
    • you have an operating agreement in which he designates omni board members
    • stake of ownership could increase as you pay off the initial capital
  • one person puts in the capital and is a "limited member" - they don't make day to day decisions, they just want the capital to make money. then there's a managing member...
  • operating agreement can designate a board

Announcements

  • joe: RJ circle last saturday with dk, niki & part of the group who decided on his sabbatical. now we'll have another meeting where others are welcome to join, who weren't part of that process.
  • joe met with fire consultant. rob looked at fire code.
    • yar: maybe this could be in the building wg report-back :)
  • The Lab conversation in Open Space. part 2 will happen in january, probably the 16th. you can join!

Bans

Working Group Report-Backs

Building & permits

Meetings: Mondays at 8pm

Becoming Omni

  • outreach working group is meeting

Commons

Meetings: Sundays at 7pm

  • they really need help
  • meeting at laura's house on black friday afternoon to work on improving the event booking process

Communications

Finance

Meetings: nobody knows

  • we've started paying a bookkeeper

Buy the Building

Meetings: Mondays at 5

  • we are still negotiating with our lender. He has lots of $$$$. Initially he was willing to make a loan but now wants to create an LLC with his nonprofit as the owner. Omni would pay that LLC capital costs and would have a negotiate a contract. If you want to be involved in this major important big picture future decision, consider joining the fundraising working group. There will be a significant proposal on this coming soon. Be prepared for this and please participate if you want to be involved in this please join the fundraising working group.
    • Robb: can the fundraising committee forward the current proposal and terms as they stand to the community as a whole?
  • yar: lender proposal - lender would basically become our new landlord at least until we pay him back in full. The rent would be less than current. We are negotiating the details for the money and the long term control issue. Our long term goal is to own the building with control over it. It might not now be possible to give the land to a land trust. The current lender proposal is to own the building indefinitely with a reasonable lease. Our counter proposal would be to own the building as we pay it off.

Proposal: Buried Seeds Collective Membership

  • tatille: we were able to walk into the rise above space. we'd like to propose taking that space rather than the corner area. proposes paying $100 for first two months, then $500 for following four months.
  • laura: is it larger than you thought of using? would you be willing to share it?
  • jeremy: isn't birdhouse interested in that space?
    • sadie: don't remember. we liked the screenprinting opportunity.
  • they're up for talking about possibilities of sharing the space
  • joe: the two pocket doors gaby put in there, are a problem for the corridor being a fire exit. would you take on upgrading or framing those doors? do you need the doors?
  • this is a membership that will be growing so won't be stagnant at one rent base. right now we're paying out of our pockets and buying equipment
    • trying to stay financially stable while respecting opportunity from omni. want omni to succeed
  • laura: we're having a rat problem. when gaby moved out i swept a LOT of rat shit out of there. i can show you where.... be aware. maybe not helpful for having sterile medicines
  • joe: you'd need to provide access to those panels...
  • jeremy: i heard there's a difference between your membership structure of the collective?
    • tatille: there'll be members that pay for access, and then members of buried seeds.
    • jeremy: in terms of open access... they're consumers/visitors not making decisions? how are you open for membership?
    • t: members are us, and people with gardens outside omni. we'd all be part of the BS collective. they'd be delegates attending meetings.
    • t: there's a financial limit to how many members we can have. it's really having stewardship and supply of herbs.
    • yar: like people who bought books in la commune?
    • they're stewarding a space for herb-making
    • it's a worker-owned cooperative for herbalists. purpose isn't primarily to educate everyone on herbalism, although that's a part of it. it's to produce herbs. main service is to provide access to the medicine-making lab.
    • it's gonna be a lot of people who can't afford their own apothecary so they use this one
    • j: it's a serious issue in society when members don't have decisionmaking power. that's very hierarchical.
    • t: all members of BS have decisionmaking power. if my cousin wants to pay $50 to use equipment for a month, they don't have decisionmaking power
    • laura: i suggest changing the word to "subscribers" or something
    • liz: it might not be their preference to be involved in omni politics
  • rob: is this a nonprofit?
    • it's a for-profit business
    • rob: will there be other members? do you require them to be farm land owners?
    • no...
    • rob: how do you leave the door open for other members?
    • t: that's the other peice. the land action & adverse possession piece.
    • thunder: if i'm not working at a bakery then i have more time to work on my passion, which is herbalism...
    • tatille: we want to be for-profit
  • sudoroom is ready to abstain on buried seeds being a member collective, but hasn't had a chance to talk about this new space proposal. only just heard about it tonight.
  • yar: would you accept moving into the original space?
    • they would but the person doing their construction work got busy and so we might not be able to move in until january. not interested in temporarily going into rise above's space - "we'll move in where we move in"
  • they'd rather just wait until we can vote on this completely. just to keep it clean.

Proposal: Chiapas Support Committee Membership

  • chiapas support committe beeing a member collective
    • in favor: yar, kelvin, chloe, joe. liz & sadie abstaining. passes.
  • YAY! NEW MEMBER COLLECTIVE!

proposal: new lawyer liaisons

  • David Keenan
    • in favor: yar, kelvin, chloe, joe, sadie
    • abstain: liz
  • Marcus Zamani
    • in favor: yar, sadie, kelvin, joe
    • abstain: chloe, liz

Proposal: Rodent-proof Food Storage

via Jenny 11/13:

discussion

  • not sure whether this means omni would pay the money
    • yar: sudoroom's prepared to say yes either way. we trust people to find cheaper options before asking for money for this
  • joe: would there be enforcement of this?
    • yar: i think it means you're empowered to clean up someone else's shit and they can't get upset
    • rob: can i throw away someone else's food?
  • remote-jnny:21:20 as with all money things, we generally 1) look for free stuff, 2) ask for donations, and failing those options, 3) submit a budget request to finance
  • yar proposes that we decide it this way: we allocate money now to help pay for bins as long as someone made a good faith effort to find cheaper options.
  • liz: maybe we don't need to vote on this and people should just do it
  • rob: it seems ill conceived
    • remote-jnny: i don't care if it's mandated or passes or whatever so long as the thing itself happens
  • yar:21:23 joe says he'll just get FNB to do it

Pushed to next meeting:

Proposal: Front Desk Shifts

via Jenny 11/13:

  • In order to create a welcoming atmosphere at the Omni, it's imperative that we regularly have someone staffing the front desk. Each member collective must have at least 1 member holding down a minimum 4-hour front desk shift per week. Collectives with more than 20 members should have a proportional representation at the front desk (eg; sudo, with ~60 members, should hold down 3 shifts/week).

Proposal: Elimination of delegates

via Jeremy, November 19th:

Any member of a collective can represent the presence of the collective. A presence of two-thirds of collectives need to be present to vote on a decision. Any member a collective has the capacity to block a proposal, if there is not block then it passes.

(We have similar process at sudo room, but require a certain amount of members rather than the presence of members from different collectives.)

Proposal: Use of decision making platform to vote on decisions

via Jeremy, November 19th:

The use of a sysem (such as DemocracyOS) to vote on proposals. The system would be used to keep track of our decision making process, simplify and increase accessibility to voting, and allow arguements against the proposal to be measured.

http://the-omni.herokuapp.com/