Event:2015/12/14 Fundraising

Omni Fundraising WG Meeting Monday December 14, 2015

intros

• laura, marcus, matt, daniel, david, remote-yar, remote-jenny

terms and conditions

• yar wonders if/how renovations and alterations will need to be approved. right now we have to get john's permission to alter the building. would be nice if we didn't need that.
• will the LLC still need a board of directors in this scheme? if so, how do we choose it? will it be the same as Omni? would that make a legal conflict of interest?
  • I believe the LLC will not need a board, based on what Jesse was saying at Friday's meeting.

discussion

• We are readiing through the document Jesse sent of the revised terms.
• nobody knows what "preferred return" means
  • "At its most basic, a preferred return (“pref”) is a mechanism for measuring a negotiated level of cash flow payment due to one or both of two equity joint venture partners in a real estate transaction."
• compound interest means you pay more than simple
  • yar: compound interest is fine as long as the 5% is "effective APR" and not the actual APR.
    • see: https://en.wikipedia.org/wiki/Annual_percentage_rate
  • we want simple interest!
  • according to this, the difference between simple & continuous on $1.1M is $1,398/year (@5.1271%) http://www.calculatorsoup.com/calculators/financial/effective-annual-rate-calculator.php
• the word "subleasing" implies we're a tenant, but we're an owner. it's actual leases.
  • yar: we should interpret ourselves as having all rights as owners unless otherwise restricted. the question is how to restrict OLR's rights as owner. it's like if a couple owns a house, what requires permission of all parties and what doesn't?
  • ask jesse: is it possible to write something into the OA that implies "leasing" is our right, but perhaps grants other rights, and does not have to use the word "lease" or "rent"?
  • laura prefers phrase "and determining the use of the space" instead of sub-leasing. that word is an error
  • discussion of Bay Area Applied Mycology's arrangement with CCL. it's controversial. Phat Beets has many subprojects also.
  • laura: we should figure out that question but not in this document
  • to jesse: Rights to lease / sub-lease for member-collectives to the omni commons
• discussion of budget
  • matt: how are we treating this budget? when do we pay in, when do we take out?
  • laura: maybe we figure that out every year?
  • matt: so we pay a human being to do it? maintain a fund, then replenish it? or have a line item that we fill every year?
  • laura: that depends on what's happening that year. if they do a study it might save us money, we'd be planning efficiently
  • definitely not every time we buy toilet paper
  • yar: we control OOC more than LLC, so it's in our interest to have more money in our own control. we want our requirements to pay into the pot to be as low as we can, and right to take from the pot to be as broad as we can... not that we will want to waste our emergency reserve under normal circumstances but we may want more flexibility under abnormal circumstances.
  • laura: having roof fund is a really good idea...
  • matt:
  • laura: so if it's not scheduled and over $1000...
• is there still a board?
  • no, maybe jesse was saying there is no board in this agreement
  • "unanimous agreement of members"
  • matt: jesse saved us from a nightmare of having to make every decision twice
  • laura: doesn't it need officers?
  • no, it can just be the members
• david: as for decision-making, we'd want to have (a) decisions only OLR calls on, (b) decisions only OOC calls on and (c) everything else requires unanimity -- something about bowling alleys? For example -- we'd want to say that OOC makes decisions on how the building is used.
• laura: we'll use standard decisionmaking language but carve otu areas where OOC will make decisions on its own and [???] for OLR
  • matt: he wants the LLC to feel like it's us. we're the LLC, we own it
  • all he wants is veto over liens, long-term contracts
  • david: but what about all he said about "knowing when you're dead"?
  • yar: i do not want to give them the power to declare us dead!
  • david: we want fundamental trigger events like trying to sell the building
  • matt: what are you hedging against? i think OLR should have very limited specific ways to intervene
• matt g. arrives. more discussion of interest
  • matt.s explains our confusion about compound interest & reserve fund operations
  • should we just hire someone to give us an idea of how to replenish the fund, at what rate?
  • dk: banks look for 20% income/mortgage payment reserved for contingencies. we should do that anyway.
  • dk: i thought B was giving us a pile of money ($70K) to start the reserve fund, which we also feed into every mo (in amt of 20% of mortgage) -
  • matt.g: [unintelligible]
  • matt.s: we'll work on that after
  • laura: so we'll take out the word maintenance and just call it a "reserve fund"
  • matt.s: the point he said is "taking a chunk of it out of your control and putting it in our control"
    • yar: omg this llc feels so 'me'!
  • dk: maybe we should say 5% of reserve fund for vacancies, 10% for maintenance...etc
  • laura: things that are anticipated wouldn't need extra approval
  • yar: if OLR's rights are limited to selling the building and taking on debt, that implies we don't need their approval to access the reserve
  • dk: i think broccoli's only concerned with maintaining the building
  • ... lots of talking...
  • dk: you definitely want to say we'll replace the roof every 30 years
  • matt: you want to tell your partner in a multi-million venture you want a fund you can access whenever you want for whatever you want?
  • matt: we're holding the building. the parents aren't home. [??]
• discussion of "how is this allocated?"
  • we should keep this line in so we know what we need to do
  • laura: it's allocated according to a study. it just has to be enumerated in a study and/or under $500 or $1k
  • yar: what if OLR became Evil and wanted to spend the reserve fund $ on stuff that we didn't think was worth it?
  • is this an internal question for omni? who gets to decide how to spend money?
    • yar: all power to the working groups
  • laura: broccoli's lawyers aren't gonna like that part [what?] but we could try
• [10 minutes talking about reserve fund - i didn't even get]
• yar is really miffed by this idea of "omni taking all the power from OLR" being offensive. Omni is a large broad consensus driven community and OLR is a fiefdom. sorry if i'm mishearing over the phone.
  • no one said it was offensive per se, just talking about checks n balances ya know
  • that's not checks or balances, that's like rock paper scissors tornado. we don't need OLR's tornado for most things.
  • hmm we don't trust OLR? that changes things. I thought we did but.. hm. in principle I am for checks & balances a la the land trust model, oversight by aligned groups only makes the organization stronger and more transparent. but if the oversight is by a group we dont trust then thats not good. (fwiw I do trust them, and i like broccoli a lot, but I dont know them as an org super well. Rick Prelinger is a really really good person also on that board i was told which for me is another good thing.)
  • Jesse: Talking reserve fund; for binding-ness need some sort of permission from OLR to spend $.
  • Jesse: Plenty of ?'s in that doc (OA), lets fill those in ourselves instead of them. otherwise he has the option of turning the gas off basically
  • Jesse: We don't want too many terms in there that they will push back on and then get into a back and forth, that gets into its own nightmare
  • Jesse: Talking reserve fund still: We put in 'X' $ per mo to reserve, when it comes to expenditures: percentage under some amount is our discretion, percentage over requires their consent. Have the discretionary amt be relatively high but not too high. Decide on that number - jesse spitballs $5K. typical for documents like this. If you dont put this in, the document will come back from them.
  • robb: also add a time period: $5K/mo or something
  • dk can't think of anything where you'd spend $15k in a single check/bill due to something unplanned that wouldn't be covered by insurance. has never happened yet
  • dk has to go..love! my advice/thoughts overall is, keep the OA as simple as possible and dont outline in writing too many worst-case scenarios or punitive aspects (b/c that seems to put broccoli off for one thing)
  • marvin - if you are more vague, his lawyers will scrutinize it more.
• Marc chiming in remotely: We already discussed with broccoli the possibility of OLR becoming evil. That's why we have a two-member LLC. The most an evil OLR could do is to say no every time we want to do something that requires consensus of LLC members according to OLR. They could technically also sell their part of the LLC, but again whoever owns that part doesn't have any more power over us than OLR since they would be bound by the contract. Btw this is IMPORTANT: They contract should be written so it covers any current and future members of the LLC or it should restrict OLR from selling their part of the LLC unless
  • yar: but if they can declare us "derelict" then it's all over
    • Marc: yes which his why it's important to set very specific terms for when we are "derelict" such that an evil OLR does not have any space to make personal judgement calls. It has to be concrete and specific rules that make broccoli happy and make us happy. They should ensure that a functioning Omni can never trigger the "derelict"-functions in the contract and that an evil or abandoned Omni project would definitely trigger them.
    • Marc: Honestly it sounded to me like broccoli would be happy with fairly minimal rules where Omni would have to be _really_ dead to trigger them. broccoli suggested talking to a bunch of exisisting orgs about what would be a good way to measure what constitutes a dead organization. I think it might be a mistake to try to rush into a definite list of triggering terms in one evening. I know everyone is trying to make this happen quickly but, given his suggestion, I think broccoli would understand if we take some time to really sort out this very important part of the contract

sidebar chat

• jnny: 5K to reserve fund + $5K to monthly expenses seems about right
• daniel: yar, can you hear us?
• yar: i just want to say NO EFF
• yar: i don't think EFF should be anywhere in this deal
• jnny: ?
• jnny: sorry, what makes you think that EFF is involved?
• yar: i'll just talk here
• yar: can you see me?
• yar: i understand the story of the granges. i still just think it's a bad idea.
• yar: a quota about events or people is just a bad idea IMO
• daniel: Can you hear us? matt just asked if you have any ideas on what we should do?
• yar: no, there is absolutely no way to bake "relevance" into this contract
• yar: all you do is give control over the definition of relevance to a bureaucrat
• daniel: (can you head matt asking talking)
• daniel: (hear)
• yar: i can hear, thanks
• daniel: ok ty.
• yar: i do know. it's not a good idea.
• yar: just the idea that omni's purpose could even be attempted to be baked into a contract of this kind is insulting
• yar: i'm not taking it personally. ad hominum
• yar: it's my opinion
• yar: then stop
• yar: you could specify specific experts on social justice whose opinion takes precedence
• yar: i mean having a quota for free events is the least bad thing i guess, but i still think no clause is better
• yar: but if this language contains anything that sounds like actual values, without being a pure non-watered-down version of it, then that could become who we are in the long term
• wrought: no one has any ideas besides the one already listed on the buythebuilding2 or jesse's google doc
• wrought: ones*
• yar: i mean i could write an essay on the subject of what omni should be but i don't know if would sound official enough
• yar: that's the whole problem...
• yar: this process reproduces the very thing we claim we're trying to fight. all i'm saying. wish i didn't have to be treated like a problem for saying it outloud.
• yar: how can we begin to have the conversation if me outlining the obvious contradictions makes people go "she's stupid/angry/naive" instead of just listening and saying "yeah you're right"
• juul: we're not trying to describe a perfect omni
• juul: we're trying to describe a list of conditions where we can say "it's dead jim"
• jnny: we're on the same team here. how can we come up with satisactory terms for both of us? i volunteer to research other orgs' contracts
• juul: much easier
• juul: broccoli is concerned about what will happen in the case that Omni ceases to be active to the point where it's just this empty building that's not doing anyone any good
• juul: which he has seen happen to several other projects
• juul: so, we set some minimal boundary for where, if we drop beneath that boundary, then Omni is declared dead and OLR gets to use it for whatever they want
• daniel: (going home)
• marcus: hi, do u think it would be practical to have like an annual competition for new/small np's where they get some space in the building allocated only for this purpose (the annual member). this winning member get's like 1 -3 months free and something of a discount afterwards. main purpose of this competition is to keep interest and activity in Omni high year over year. like it's a chance for individuals wanting to start something an incentive to approach Omni. if after time it seems there's less activity in Omni, then open more space up to incentivise people/proprieators to come. do u think this could be viable?
• marcus: this is taking a que from the grant world... hella ppl are always seeking money. same token, hella ppl are always seeking space
• marcus: the year, gives a new np/biz/collective a chance to get on their feet. meanwhile they're goona be marketing their ass off of the space, drumming more general interest in Omni.
• marcus: oops, this is marcus
• yar: back
• yar: we should stop using this chat sidebar
• yar: because you can't delete it
• yar: let's please chat in the pad from now on
• marcus: umm, where's that?
• yar: to the left

continued

• yar: i love the idea of having groups apply for free space. i was thinking we could even do that with the big front room. but it's been hard suggesting anything like that during a budget crisis.
• marcus: love that though... crisis' make ppl apprehensive toward taking big risks... but it could be quite worth it, the interest alone.
• marcus: is front room bring $ now?
• yar: no but a few months ago la commune was paying $1k for it though i still don't like the quid pro quo framing. i'd rather we say la commune was stewarding the front room while donating the amount they were able.
• marcus: sry, got d/c.
• marcus: ok, so the main thing is it's space not making money, and being empty... so technically someone/group/start-up (emphacise start-up) could use it, on a short term basis. this get's a little off track though in reference to the doc we need to send tonight.
• marcus: i could write something up on the structuring of this competition... the Annnual Omni Space Comp (or something)
• yar: why "emphasis on start-up"? is that what we want to be, a startup landlord? anyway, my thought has always been the space needs to be fixed up first, it's kind of a "pig in a poke" until then
• marcus: right, i hear your tone on the start-up statement.
• marcus: i agree about that. it's the front lines. has there been discusion about some kind of cafe or store?
• yar: yes, an extraordinary amount. the collective which lived there for a year and a half was a bookstore and was going to also be a cafe.
• marcus: cool

call w/jesse

• matt: most decisions will be in camp of OOC except where OLR explicitly gets a say. compromise on reserve fund. sending jesse draft budget now. matt.g had to leave
• still not in consensus about quotas for events, collectives or people
• marcus suggests the lottery for space - yar thinks that's a great idea but not for the contract w/OLR
• "preferred return on somebody's capital contributions" in an operating agreement
• yar does not like the EFF. sorry. please choose something else.
  • Why? -- it's useful to hear when someone escalates to a "blocking concern" if they can articulate any reasons for it. Thanks!
  • yar: because EFF is a politically right-libertarian group in which racism, sexism and capitalism are pervasive. it does not represent the world which many people in the omni community want. this needs very serious open public debate. rushing this aspect of the decision in the margins of a meeting with a few people is a very very bad idea. that is not at all what the omni community has asked us to do. when word gets out about what omni's "plan B" recipient of millions of dollars is, that will define us in peoples' minds, and if that is EFF, that will be a steaming crater in the middle of anybody's claim to caring about radical politics or grassroots community. There are a hundred better choices. Causa Justa, Critical Resistance, the Womens' Building, SF Trans March, Folsom St Fair, the Pacific Center... even the Oakland public library system would be a better choice. Or how about LOLspace, Solspace, Eastside... or TGI Justice Project. Or tri-city health center. Or the Berkeley Free Clinic. Or Qilombo. How about Rock Paper Scissors, Qulture Collective, SF Center for Sex and Culture, or St Johns Infirmary. This is just off the top of my head!!! It could go into the AltEx pot. It could go to Rolling Jubilee. or El/La, CUAV, Peacock Rebellion. or the Ohlone Land Trust. It could help the Lakota tribe buy back the Black Hills. I am working myself into a sleepless frenzy just thinking about all the possibilities this money could bring... how about Race Forward? Queens Cottage? Or the Prelinger library even? if it goes to EFF they will just hire a couple more privileged macktivists at 6-figure salaries and it'll be gone in a blink.
  • jenny: i don't know the context wrt EFF, but based on friday's conversation, after 7 years the money will go to whoever B decides if we go bankrupt/dead.
  • yar: the conversation looks a lot different if he insisted on EFF. but if we just said "here you are" without even trying, or even seeing the problem, that's another story
    • Marc: Who ever talked about EFF? At the meeting Friday it was pretty clear that, if Omni fails before 7 years then the 1 million goes back the donor and the rest to OLR. If it fails after 7 years then all goes to OLR.
  • yar: there was pretty serious talk tonight about suggesting an alternative, because otherwise broccoli's successor in 40 years has incentive to sabotage omni just to get that money back
    • Marc: I can see how that might be an issue, but I really don't think broccoli will be flexible on this point, and I got the feeling that what we came to agreement on this Friday is a take it or leave it deal. He does not want to (as he sees it) give on any more points.
  • yar: jesse agreed we won't put it in the first draft agreement, but we still talked about bringing up the attack vector and maybe he'll see the point himself. it might be EFF is a hard enough sell for him. i'm just saying i want people to really consider what chosing EFF would mean for Omni.
    • Marc: Ok. I think we could try it. In reality I don't think it matters a lot which project it would go to, as long as it's not OLR. The only reason it can't be OLR is to not provide broccoli's successor an incentive to try to make Omni fail. In the case that Omni fails, well I'm not even really considering that scenario because the world will be such a different place that EFF might not exist and trying to decide where money goes 20 or 40 years in the future is not a winnable scenario. We could try to set up some guiding principles for choosing an organization to get the money. Of course OLR should always get its money back (+ adjustments for inflation) and only stuff paid by Omni+Doner should go to some other org.
    • jnny: I think we should write up a list of NPs we're aligned with in the event the org folds that's basically this list
    • yar agrees w/jnny. and we should also be forming better relationships so it doesn't come as a surprise.

budget

• yar: for what? the LLC?
  • what omni pays the llc monthly
• current monthly income: https://docs.google.com/spreadsheets/d/1a8ZZAwngid8DoU4VJOLA4Yed4t6R5VnsTyPmYoRPWDk/edit#gid=0 - around $8200 from member collectives and variable from event rentals (at least $2K) = $10K minimum
• current monthly expenses not including rent ($14K):
  • property taxes & insurance: $1675/month + $587 general liability + $300 D&O insurance = -$2562
  • utilities (gas/electric/water): -$750-$1600/month