BOD MINUTES: APRIL 2012

Alchemy, LLC Board of Directors Meeting
April 15th, 2012
Meeting Begins at about 3:00pm
Present:  Rebecca Rea, Age Ginsburg, Sarah Griffith, Trevor Register, Dawn Flurry, Jonathan LaLiberty, Jessica Seales, Tareq Fayyad, Lee Watts, Tunna Kerosene, Chw Joiner, & Mel Roberts

Old Business
Euphoria Afterburn Report Financials
Completed and closed

Alchemy Afterburn Report and Financials
ACTION ITEM -Nothing new from Troy received, still awaiting detailed financials and completed event report, contact Troy - Sarah or Rebecca to contact for update

Bookkeeper Update/Discussion
Rebecca hasn’t had the time to further pursue this after initial research and contact with Whalen, Age volunteered to take this up. Age also volunteered to do the bookkeeping until we hire one. - ACTION ITEM

Insurance Update/Discussion
Rebecca - two different types of insurance, Event (volunteers, event leads, event volunteers) and “D and O” (“Directors and Officers”, covers board members, other official corporation positions). Moving from an LLC to a non-profit requires a change how we insure the organization.

Bank Account Update/Discussion
Rebecca - Chase has a system such that we can use their credit card processing instead of Paypal’s. Using this system will cut down on interchange fees. We’d pay them a certain amount of money per month based on number-of-transactions. Chase will not hold funds because we have an account with the bank, unlike Paypal. We would also get the funds immediately as opposed to waiting 3-5 business days. Having this with the bank allows for much greater flexibility.

Sarah - less fees is appealing.

Who has access to which of the three accounts?

Point of information: With the new account setup, there are three bank accounts. A revenue account, to which all ticket sales will initially go, and two expense accounts, one for Alchemy and one for Euphoria. Funds will be moved from the revenue account into the expense accounts.

Rebecca - difference between signatories and cardholders. Signatories - control over checking accounts, move money between accounts, open/close account, shouldn’t have more than 2 people on the account. We can issue as many as 8 cards per account, and we can set limits on each card. For example, if Public Works needed money for a work weekend, we can go to Chase and have them issue a card in one of their names as well as set a spending limit. The card would be listed to a specific person, that person cannot spend more than the limit, and the board can view the account use. For future projects, we could set the limit again. This allows for project-by-project budgets. Rebecca thinks it’s “fucking fantastic”, and the room nods their collective head in approval.

Age - for account security concerns, recommends no more than two signatories per account (standard practice). One main card for revenue account, project-specific cards as-needed. Suggests 1 board member, 2 ELT members for each expense account.

Sarah - PROPOSAL: cardholders for Euphoria account: Board member: Rebecca, ELT: Lee and Tareq.

Sarah - need to create and document processes for all of this for future boards/ELTs

Rebecca - would like to get 1 or 2 more cards issued with low limits for convenience such as daily PW runs, other on-the-spot, unexpected expenses

Rebecca - since we can set the limits for the cards on our phones, we can set up safe, limits on-the-fly

Rebecca - haven’t closed Alchemy, LLC account, leaving it open for now due to inventory weekend expenditures (waiting for check to clear)

Sarah - for closing accounts, do all signatories have to agree on account closure? Rebecca - Yes, but doesn’t prevent one signatory from moving money around.

Revenue account - Age - all incoming ticket sales. Should only ever pay AAA expenses (no event-specific expenses) or transfer into the even specific expenditure accounts, shouldn’t have more than 1 debit card,

Rebecca - doesn’t want to make final decisions now, need to determine the difference between AAA expenses and event-specific expenses. Need to start thinking of assets that cover the corporation instead of assets for each event. How do we decide how to paid for assets shared among events.

Examples of things that wouldn’t be shared: golf carts for events, porta-potties

Shared assets: insurance, shade structures

Age - need to start viewing each event as a fundraiser for the non-profit. Goal of any fiscal year is to do all events such that we can raise enough money for other things like civic projects, public art projects, CORE, etc, which would be funded by AAA.

Rebecca - needs to be a process in place to determine for long-term assets (identified by ELT) and the board can decide to allow AAA to cover those assets as opposed to the specific event.

Expenditure accounts - Euphoria/Decomp, Alchemy/Art Fundraiser

Deciding how to distribute ELT cards

Rebecca/Tunna - let ELT decide since board/signatories can control money flow

Trevor - ELT proposes, board approves, board is accountable

Lee - being trusted to run the events should be enough, chance of someone running off with a ton of money is an important situation to consider, but not very likely

Age - money moved from revenue  to expense accounts based on monthly reports and budget requests. Does NOT recommend all revenue moves to expenditure account after ticket sales close. This then reduces further the chance of someone “running off with all the money” Rebecca, Trevor, Sarah, OK with this model assuming more money can be transferred to the board quickly, i.e., within 24 hours. Believes proper reporting and monitoring will ensure account integrity

Rebecca - would like more time to think, table general discussion of distributing ELT cards. Room agrees. TABLED

ACTION ITEM - EELT will discuss amongst themselves and get back to the board within one week

Paypal/Thundertix
Rebecca - contacted Troy to get paypal login, awaiting his reply. Will transfer all money collected thus far into the revenue account, will change to new password and allow all board members access will write up report for all purchases/expenditures she’s done thus far - ACTION ITEM

New Business
Year End Corporate Financials
Waiting on Troy

Taxes
Troy will be handling

BoD/ELT Duties & Responsibilities

The BoD and several members of both Euphoria and Alchemy ELT’s discussed at length about the causes of friction between the BoD and ELT’s and ways to alleviate that friction. There was a consensus that much of this is caused by there not being some kind of SOP (standard operating procedures) for each team including delineated responsibilities. The RACI model was also discussed (Responsible, Accountable, Consulted, and Informed).

TABLED

Truck
Lee - will do cost analysis of renting vs buying/maintaining a new truck vs short term leases (e.g. 2 months)

Euphoria Update
Budget - working with one other team to finalize their budget so they can finalize the Euphoria budget, still expect to meet 4/18 deadline, will let board know then if they need more time. - ACTION ITEM

Art Fundraiser Update
Possible fund matching

Rebecca - decide how much total we want to allocate, use only to help artists reach minimum

Tunna - total budget for Art Fundraiser including fund matching, limits on how much spent on actual event, taxes would need to be taken into consideration for fund-matching money.

Note: taxes do not need to be considered on money from gate sales or auction proceeds since it never enters AAA’s bank account

Rebecca - Propose to spend up to $10K for fund matching

Age - this would be an AAA expense

Sarah - wait until first set of tickets go on sale to announce full limit of funding, for now, announce that we’re fund matching up to a certain amount and announce that certain an amount after 1st tier

Dawn - announce now to spark interest, announce specific dollar amount later

APPROVED - Allocate up to $10,000 for fund matching at the Art Fundraiser.

Include this announcement in the next Alchemist - ACTION ITEM - Trevor

Status of Art Fundraiser Planning

Trevor - still looking for a venue, Blue Mark Studios quoted me at $1000 for 8 hours including setup/breakdown. Waiting for responses from 3 other venues. Goat Farm, Blue Tower, and Little Tree have already been contacted and are unavailable. Teams/Volunteer positions identified, awaiting venue confirmation before moving further on anything else. Trying to keep venue cost at less-than $1000, total event budget less-than $1300.

Chw - meeting with owner of B-complex this week. Owner is familiar with burners and Chw has a good feeling about this venue.

Other possible venues: Wrecking Bar, Village Theater, 103 West, Andrews Arts District, **Land Trust**

Process for expenditures for the Fundraiser
Age - give card to ELT with dollar limit, go to board if checks are required

Hiring Security
Rebecca - put into budget as potential issue, try to find venues where external security isn’t required, contact her if we need to hire

Alchemy Update
Status of Alchemy website - readiness for ticket sales?

Tunna - P’trix PLURphy sent rough design to ELT, working with webhost to ensure no capacity issues

Trevor - ACTION ITEM - determine scholarship ticket winners, report to AELT

Jess - social media
Proposal - migrate to facebook ‘page’ for official announcements, official answers to questions, all information comes from ‘one’ person as opposed to different board members/ELTs.

Jessica will present a formal proposal to the board. - ACTION ITEM - May 13th

Accessibility thing - Age
Age - what are putting ourselves liable for if we talk about being an Accessible Place (i.e., being ADA compliant) or having an official Accessibility Team. What language should we use?

Mel - need a lawyer

Dawn - probably impossible to be completely compliant with ADA

Burning Man - Accessibility team is a theme camp, not an official team

Trevor - If Accessibility Team is a theme camp as opposed to an official team, do we still have liability? Room: No

EELT is working on how to handle this issue.

Give us monies!
Jonathan - $39.60 (airfare overage)
Sarah - $39.60 (airfare overage) - PAID
Trevor - $39.60 (airfare overage)
Rebecca - $39.60 (airfare overage)
Chw - PAID
Has Troy paid the $500 for the trailer yet? No

Future Agenda Items:
How can the RC’s most help us?  (Jim’s suggestion, so include him in that meeting.)

Invite Justin and Corey to a meeting to discuss decomp.

Meeting ended at approximately 7:45pm