Event:2014/05/08 Omni Delegates Meeting
- John initially seems okay with Sudo/BAPS moving stuff in in June
- Jenny: If we can only move things in and cannot effectively use the space, it seems extremely reasonable to not have to pay rent for june.
- Structural engineer scheduled for Wednesday/Thursday, would be good to have a shadow - 10-12:30ish
- Matt: I recommend the Jake, jnny: or Hol? or Jordan?
- Group: Contacting the Hol, accused of being an engineer ;)
Deadline: 1.5-2 weeks
- Send out initial draft to collectives by Thu 5/15
- Send out updated draft based on feedbcak by Mon 5/19
- Send out 2nd-updated draft based on feedback by Thurs 5/22
Working Version: http://pad.riseup.net/p/omnibylaws
Original Version: http://wiki.omni-oakland.org/w/Bylaws
- See history of changes http://wiki.omni-oakland.org/index.php?title=Bylaws&action=history
- See an example of an alternative version (subpage): http://wiki.omni-oakland.org/w/Bylaws/Decentralize#SECTION_4._TERMS_OF_OFFICE_AND_DESIGNATION_OF_DIRECTORS
Articles of Incorporation
Deadline: Thu 5/15
- Amending based on previous draft & Jesse's points
Board of Directors
Temporary, appointed Board of Directors
- Appointing the board (bylaws do not need to be concurred upon beforehand)
On-Going Delegation of Board of Directors
- Specified in the Bylaws (above)
Federal Tax-exempt status 501(c)
- Sorting projects into either of the following:
- (i) it is a separate entity (i.e. a non-profit itself or a for-profit that isn't eligible for a tax exemption.) For each of these, there would be a sub-lease agreement. I will write up a sample.
- (ii) it is a fiscally sponsored project. There should be at least 33% (and better 50% or more) of the income in this category in order for the organization to get tax exempt status. For each such project, there will be a Board Resolution designating the people running the project as a "project committee" with control over its own funds and the ability to decide who joins the committee and how it is run -- so in actual operation, the project will be independent of the umbrella corporation and have autonomy. For tax purposes, however, the income and expenses of project
committees will be reported as the umbrella organization's income (i.e. Omni Oakland collective). I will write the board resolutions and we can discuss / I can provide more details.
- Pursue independent 501(c) status with the federal government, specifically 501(c)3, education-based public benefit non-profit.
- Pursue fiscal sponsorship with an existing 501(c), may or may not be seen as a temporary solution.
- Could go for-profit **gasp!**
Registering with the attorney general
- Can't happen until after the bylaws are adopted, but should be sent immediately as both are due after 30 days of registering assets.
- Jesse will send the doc.
- Primer on corporate status options
- add to agenda of next omni meeting to decide if/when to invite John and Mary to sudo, etc.
On Consensus(via Jesse)
As we discussed, I've attached proposed bylaws and proposed restated articles of incorporation (note: these are in the google drive, not attached to this email). These are preliminary documents and can be modified as necessary based on discussion with the group.
- 1. Restated articles. * I explained that the purposes articulated in the
articles you filed are not a tax exempt purpose and you will not be able to obtain tax exempt status for the corporation based on the current articles. Therefore, I've drafted re-stated articles that you can file. These re-stated articles state that the corporation will promote educational, scientific and charitable purposes.
At the large meeting I attended, a number of people were not certain they wanted the organization to apply for tax exempt status because if you do so, there will be very significant restrictions on what the organization can do. In particular, the organization must function for educational, charitable, literary or scientific purposes to get tax exempt status. The organization cannot carry on a trade or business except to the extent it is for one of those exempt purposes. There are also complex public charity income rules and self-dealing restrictions. I described these in detail at the other meeting. Let me know if you need more information.
To the extent you want to apply for tax exempt status, we will need to discuss how to structure your activities and finances so you have sufficient income from exempt sources to qualify. As I understand it, some of the groups cooperating on this project have a separate corporate existence and some do not. It may be advisable for some of the projects that do not have their own tax exempt status to function as fiscally sponsored projects of the corporation so the corporation can have income based on tax exempt activities. Other groups may pay rent. If the organization only has rental income, it will not be able to qualify as a tax exempt entity. Please look over the proposed articles and let me know your questions and comments. Once your group approves the re-stated articles, I will use my filing service in Sacramento to get them filed.
- 2. Bylaws. * The corporation has to adopt bylaws to apply for tax exempt
status and also to register with the attorney general within 30 days of acquiring assets. Bylaws serve a number of functions. First, it is in your interest to make them as standard looking as possible since you have to send them to the IRS and various state agencies and there is a significant risk of spooking these government bodies with excessively alternative-looking bylaws. My goal is for the bylaws to incorporate the way you want to function while simultaneously looking as boring and unremarkable as possible so they can easily pass through government bureaucracy.
The second function of bylaws is in case there is a future lawsuit or power struggle. To the extent a group is functioning in a healthy fashion, it may be best to let bylaws gather dust in a filing cabinet. However, if 5 or 10 years down the line various parties hire attorneys and struggle for ownership of valuable real estate, you do not want vague bylaws that create uncertainty and pour fuel on a lawsuit.
David and I discussed a number of ways the bylaws could be structured.
The attached document is based on Foundational Document on the Sudo room wiki (https://sudoroom.org/wiki/The_Omni/2014-04-03#The_Omni_Oakland_Collective).
That document calls for an organization with a board of directors composed of one representative from each component group. Corporations Code Section 5220 permits directors to be selected by designators, which can be other corporations or entities. One issue with this model is if, for tax exemption purposes, some of the independent groups become fiscally sponsored projects of the umbrella corporation. If you look at article 3, section 4, I could easily modify this language so that each project designated a director. If a project is fiscally sponsored, the board appoints a committee to operate the project with authority to raise and spend funds and determine the decision making processes of the committee.
Under Section 5220, the designators have to be specified in the bylaws. Therefore, if the group wants to add a group, it would have to amend the bylaws. If it wants to terminate a group, it would have to amend the bylaws. Amending the bylaws is fairly simple but this procedure does add some additional complexity.
As I discussed with David, this is not the only way to structure the bylaws and could potentially have weaknesses if, for example, some of the groups contributed large amounts of participants, time and money, and other groups were just a handful of people. Having a one-group-one-board-member structure potentially gives a huge amount of power to small groups that contribute only a small amount of time and money. I suggested another option would be to have a membership organization where the only way to become a member was to join one of the groups participating in the project -- with board members elected by the members. That would potentially give more representation to the groups with larger numbers of members.
Ultimately, this is up to you but I am happy to advise you and/or discuss options.
The other item I discussed with David is that I strongly suggest against including consensus decision making in bylaws because doing so potentially gives a tiny number of people enormous power in a lawsuit context. This is particularly important where an asset worth millions of dollars is at issue. Consensus decision making requires a certain level of trust and good faith between participants. The function of legal documents is to operate in a context in which there is no trust or good faith and which, in fact, members hate and distrust each other. I have attached a more general memo I wrote regarding consensus for a different client that expands on this point. I'm happy to talk to your group about this issue and your options.
The bylaws attached provide for consensus minus one for adding new groups or terminating a group (i.e. amending the bylaws) and majority rule for other decisions. However, writing the bylaws this way in no way restricts the group from using consensus on a day-to-day basis. It merely means that if there is a dispute, the larger number of groups, rather than a minority, will get their way.
David Graeber on Consensus
Read this: https://gist.github.com/wrought/7882285
"The essence of consensus process is just that everyone should be able to weigh in equally on a decision, and no one should be bound by a decision they detest. In practice, this might be said to boil down to four principles:
• Everyone who feels they have something relevant to say about a proposal ought to have their perspectives carefully considered. • Everyone who has strong concerns or objections should have those concerns or objections taken into account and, if possible, addressed in the final form of the proposal. • Anyone who feels a proposal violates a fundamental principle shared by the group should have the opportunity to veto (“block”) that proposal. • No one should be forced to go along with a decision to which they did not assent."
"There’s really no need to be religious about it: there are lots of possible variations. And it’s important to remember that while those coming to a meeting might be presumed to have agreed to the basic principles, they have not agreed to any particular formal rules of procedure, so the procedures should adapt to the desires of the group. But generally speaking it goes something like this:
1. someone makes a proposal for a certain course of action 2. the facilitator asks for clarifying questions to make sure everyone understands precisely what is being proposed 3. the facilitator asks for concerns a. during the discussion those with concerns may suggest friendly amendments to the proposal to address the concern, which the person originally bringing the proposal may or may not adopt b. there may or may not be a temperature check about the proposal, an amendment, or the seriousness of a concern c. in the course of this the proposal might be scotched, reformulated, combined with other proposals, broken into pieces, or tabled for later discussion. 4. the facilitator checks for consensus by: a. asking if there are any stand-asides. By standing aside one is saying “I don’t like this idea, and wouldn’t take part in the action, but I’m not willing to stop others from doing so.” It is always important to allow all those who stand aside to have a chance to explain why they are doing so. b. asking if there are any blocks. A block is not a “no” vote. It is much more like a veto. Perhaps the best way to think of it is that it allows anyone in the group to temporarily don the robes of a Supreme Court justice and strike down a piece of legislation they consider unconstitutional; or, in this case, in violation of the fundamental principles of unity or purpose of being of the group."
Omni Collective Meeting May 8, 2014
0. Intro / Announcements
David, public school la commune jordan sudo room andrew backspace anna baps sarah baps, yoga collective amy sudo room newb ;) libbie baps tooth black hole lara, baps jenny, sudo room francisco, fermentation matt, sudo room owen la commune zach baps, art collective CAMO elizabeth live space jared, live space jeremy, oakland nights live niki baps david baps danny, sudo joel, TIL gabby FNB ahnon CCL
POI - we have not yet voted in Food Not Bombs
Things we need to get done tonight -- Brain storm! ;)
Update from David K.
- Landlord wants to use his own insurance
- but we should still have our own
- insurance that HE requires needs to start coverage by move-in
- insurance for groups' assets?
- elaine: what he wants is "mainly about injuries to others"
- What if something goes wrong? Financial statements!
- Insurance reqs from each collective
- Blurb about each group - concise for Landlord
- Terms by which we lease back the upstairs to Landlord ("leaseback agreement")
- Financials for each group and Omni as a whole
- List of backup collectives who have expressed verbal interest in potentially becoming involved
- Each collective should secure their own insurance prior to beginning operations
- sudo room has insurance
- baps has insurance
delay the lease?
- [Proposal] from David: delay lease signing from Friday 5/9 until ?
- can we have a "deadline"? we can't necessarily?
- itemized list of John's concerns accessible to the collective
- his concerns revolve mostly around the building itself
- VOTING: 10 delegates present
- we insist on moving in June 1? yay (10) -- unanimous
- [Proposal] from Matt: Maintain and update a list of john's exact concerns.
- Contingency is financial plans from our group.
- Is the landlord acting effectively as a guarantor?
- Are our financials acting in place as a guarantor?
- [Proposal] from Matt: lift veil about lease negotiation, end the silence.
- [Proposal CONSENSO'd] from Margit: Agree to intend to sign a lease for a June 1 move-in.
- D.Brazil++ we gave notice, when agreed in good faith of the June 1, also our collective burden to not let this pass too long. We should sign a lease as soon as it's possible to do so.
- Sarah++ be firm, respectful, and stick to agreements in a positive way.
- Matt - echoes Amy - this is still a monetary exchange, important to be strong in our own self-representation
- Andrew - David is merely representing the decision of the collective, and any renegotiation needs to be discussed with the collective
- Our professionalism is on the line
- [Proposal] from Lara: Add extra representative(s) to the negotiations to reflect a cool perspective and voice of the collective.
- For financials: Patrik
- For else: Jake
- Matt suggests Jake, already has interaction with landlord, good rapport, level-headed.
- [Alt Proposal] from David: David will bring an extra representative for negotiations to reflect a cool perspective and voice of the collective.
- [Proposal] from Sara: In accordance with the collective's previous decision to empower David to negotiate and sign a lease for the Omni, the collective further resolves that an additional trusted party should engage in the lease negations going forward in order to ensure both that progress continues to be made and that there is better support for David to lean on the agency of the collective during negotitions.
- Process for prospective collectives
- Proposals for New Collectives (Yoga, CAMO, Food Not Bombs)
- Collectives not yet voted in who are willing to be listed as potential backups
- Proposal: Applicants must submit a written 2D-print proposal for their group at a Delegates Council meeting, which will be added to the meeting minutes and the wiki & reviewed by all groups before a vote the following week. [PASSED]
- 100% consensus 10/10
- 3D printed proposals also accepted
Silence on Lease Negotiations
- [Proposal] from Matt: lift veil about lease negotiation, end the silence. Allow sudo room to notify its members via public email lists.
- Zach: The reason for silence (competition) no longer relevant
- Cere: CCL just opening its doors - timing issue is huge - can we at least say we're moving into a space?
- Andrew: Concerned about the culture of fear becoming embedded - it needs to end.
- now people are talking about continuing the fear for months - "act like a squat"
- matt: 3 concerns
- personal experience of interloping during negotiations
- lawyer is extemely confident in letter of intent. do we trust our lawyer?
- we can have our cake and eat it too (democracy)
- Kathleen: Our Letter of Intent ensures us dibs only til June 2nd
- Jordan: We keep pushing it off - we can also lose the Omni by losing the faith and trust in our own community. Too many emails with super-long CC threads - what's being said I don't know about? Who am I to speak with?
- [Proposal]: After a lease is signed, or 2:59pm on May 9th, whichever is first, the collective allows any member-group to send this message to public email lists or post to public websites:
- "As you know, our group has consented to join the Omni Collective and already paid our first/last/deposit. The Omni Collective is still negotiating a lease for the building. The Omni Delegates have requested discretion about the exact terms and process until the lease is signed. We can say our moving goal is June 1st, and we are all planning for that. We'll publically post more information as soon as we can. Meanwhile, more detailed updates can be given individually to anybody interested!"
other questions / concerns
- too many emails sent to private recipients and not to the email lists
- emails are difficult. how to ensure this collective is accessible to all, and that the modes of communication remain inclusive, especially for folks who do not use email has intensely?
- email de-democratizes the conversation. gives priority to whoever's speaking the most. also easy to get toxic. debate is better done in-person, in meetings, or in working groups.
- profound access issue. people with carpal tunnel, people without computers. consensus or not, please be mindful. conceive of email as place of conversations, but meetings as place of decision. don't EXPECT people to read every email.
the amorphous future
- Get questions answered, several
- Working Groups Protocol: http://wiki.omni-oakland.org/w/Working_Groups#Working_Group_Protocols
- Also see communications mission http://wiki.omni-oakland.org/w/Event:2014/05/05_Communications_Committee_Meeting#Mission
- Website http://oomni.github.io/
- Sudo infrastructure tour / intro
- look at bookstore/cafe proposal because it's awesome
[PROPOSAL] We will meet every Thursday, 7PM - 9PM, at 2141 Broadway, for the next month (May 15, 22, & 29).
- Compose list of interested parties : Contemporary Art Museum of Oakland, Yoga Collective, Food Not Bombs, Village Craft, Sudo Mesh, Nerds for Nature,
- Begin the process to procure insurance by consulting with multiple insurance agents for your group if you don't have insurance yet - the blander the better!
- Blurb directed toward John [and an insurance agent] (for each collective, purposes of insurance)
- Sudo Room is a California Public Benefit Nonprofit Corporation, serving as a creative community workspace for educational and technological activities. Our model is membership-based.
- Approve of Leaseback Agreement