ALCHEMY BOD MINUTES: JULY 2013

Alchemy, LLC. - Board of Directors
July 7th, 2013
Location: Dusty G.'s House
Duluth, GA

 
Meeting begins: 2:17 PM

 
Attendees: Trevor Register, Sarah Griffith, Dusty Graham, David Stabler. Ranger Nugget (Alexander Hodge) is joining us by Skype.
BM Regional Contacts: Jim T. and Chw J.
BM Org Rep: Clove Tolbert
CPA: Jennifer Luce
Community Members: None in session.

 
APPROVE AGENDA FOR JULY 7TH MEETING-
MOTION: Motion made by the Chair to approve agenda as read. Motion passed by consensus.

 
APPROVE MINUTES FROM JUNE MEETING-
TABLED to online poll.

 
EXECUTIVE SESSION-
 
The Board met with the Georgia Burning Man Regional Contacts in Executive Session and discussed the regional status of Alchemy and Euphoria. The Board will update the community when more information is available.
 
RECORD OF BUSINESS TAKEN IN SESSION BY BOARD SINCE LAST MEETING
 
1.Create a BOD account with FreeConferenceCall.com
Proposed: Trevor
Consensus in Quorum
 
2. Approve Participant Ejection Form
Proposed: Trevor
Consensus in Quorum
3. Approve Incident Report Form
Proposed: Trevor
Consensus in Quorum
 
4. Approve Volunteer Appreciation Funding Request guidelines
Proposed: Trevor
Consensus in Quorum
 
5. Approve reimbursement to Trevor for $143.42 for Joy's donation and for refreshments for the May 2013 Town Hall.
Proposed: Trevor
Consensus in Quorum
 
6. Approve check written out to Sarah for $3,535 to purchase 7 $500 Visa cash cards + $35 in fees for the 2013 Euphoria Event Lead Team.
Proposed: Sarah
Consensus in Quorum
 
7. Motion to authorize BOD Member Dusty Graham to interface with LLC Chase account owners at the Euphoria Event in order to collect signatures on checks drawn from the Alchemy, LLC Chase account to pay for invoices as presented by the EELT as included in their approved budget.
Proposed: Dusty
Motion Died
Vote: 1 Yay (David), 1 Nay (Trevor)
 
8. Motion to Authorize Jacob Davis to sign 13 checks. Jessica Smernoff, of Euphoria Event Lead Team, will pick up these checks. She will keep the first 3 checks. The remaining 10 will be held safely by David Stabler, who will make fill them out at the request of any member of the Euphoria Event Lead team, as their needs require. The checks should be made out as follows: 1) Focus Factory, $3300 2) Smokey Caldwell, amount left blank 3) Smokey Caldwell, amount left blank 4-13) Signed only, everything else left blank.
Proposed: Sarah
Consensus in Quorum
Vote: 2 Yay (Sarah, Trevor), 2 Yay with Rights (Dusty, David)
 
9. Approve new Alchemy, LLC banking proposal.
Proposed: Trevor
Consensus in Quorum
 
10. Motion to accept proposal to create Jacob Davis as retained counsel for Alchemy, LLC for one year, subject to renewal, for $3500 payable immediately.
Proposed: David
Consensus in Quorum
 
11. Approve with conducting Special Election with two nominees.
Proposed: Sarah
Consensus in Quorum
 
12. Approve Alchemy Event Lead Team ticket sale proposal: 2351 tickets at $72.25 sold in three tiers and 50 scholarship tickets. Sale dates of July 3rd (783 tickets), July 16th (784 tickets), and July 31st (784 tickets).
Proposed: David
Consensus in Quorum
 
13. Approve up to $420 as a BOD expense to rent a pavilion for the new 2013 Alchemy Art Fundraiser instead of pulling it from the Art Fundraiser fund matching pool.
Proposed: Trevor
Vote: 3 Yay (Clove, Sarah, Trevor), 1 Nay with Rights (Dusty)
 
MOTION: Chair motions to accept record of business taken in session by board since last meeting. Passed, with Nugget abstaining due to inactivity as a board member during this time frame.
 
MOTION: Chair motions to revisit and approve June 2013 minutes as amended for personal privacy (Name sakes changed to titles per request of namesakes). Passed by consensus with Nugget abstaining due to absence from the June 2nd meeting.

 
OLD BUSINESS
 

  • Status Update: 2012 AF 1099's

Resolved. Hard copies in possession of the LLC.
 

  • Status Update: Insurance - Clove & David

Alchemy:  Continue in procedure with our current Insurance brokers, they have sent a letter informing us of a name change of the company and increase of amenities: online communications, paying premiums online, printing own certificates and real time quotes.
 
D&O:   Quotes are varied due to the components involved. Waiting on tax resolution and financial statement. More information this week, hopefully.
 

  • Status update: OA - Stuart

Resolved.  No need for an Operating Agreement, will be proceeding with movement to new organizational structure.
 

  • Status Update: Art Fundraiser – Trevor

Things are going fantastic. The addition of Clove and Dani is moving things along nicely. Online fundraiser up and running, page is beautiful and fund matching is increasing art!!!! 30 projects, total min 20K+, Total max 49K+ in requested funding! Venue chosen and reserved for the 28th. We will need to set a Porta-potty budget.
a. Funds management in relation to taxes.
Talk to AELT about how to handle, take out of fund matching or put as line item on budget. There was a disclaimer on the submission form about 1099s in terms of taxes owed by receiving patrons at the end of the tax year on personal filing, add in email to be sent.
 

  • Status Update: Euphoria - Sarah

Attended final meeting, which was great!  They seemed to be on track for both versions of the Afterburn event report. Working through financials with bookkeeper.
 

  • Status Update: Alchemy - David

There was a nice, big team lead meeting.  There was much brainstorming on topics like placement, vehicles, etc.  David let them know from the board’s perspective that the board will just be stepping back and watching. Merely handling financials and insurance was discussed.  There waz a meeting, waz good meeting.
 

  • State of the BOD

Sarah wants to write a general statement of business vs. transparency. Also a FB better assumption of intention in terms of how information is spread around and not to assume information was not released in direct resistance of transparency,. Why we haven't moderated heavily in the past. FB is not the business of the burn. If you want to see the sausage made (sausage being the Burn), come to the board meetings! Once the Communications director is fully up and running, the FB group admins will no longer be members of the board.
 

  • Status update: Treasurer Position pending appointment of Treasurer- Dusty

Talked to bookkeeper about accepting position, will come back to with more information.
 

  • Status update: Decompression

Board liaison, event lead call out status-update, date.- As we are not currently an official regional, we are not, as an Org, hosting a Decomp.  The RCs have expressed some interest in hosting one and we’ve offered to help in any way we can.  They will let us know what they might need from us on this.  
Tabled.
 

  • Status Update: Forums

Trevor sent Frogbird an email. Technical side done but a lot about the moderation policy. Draft of community guidelines, Initial team of three moderators call out. Communication Director to help facilitate this; Forum to be considered under Communications Team.
 

  • BoD Guidelines (possibly table while awaiting OA)-

Tabled.
 

  • Status Update: Important documents and infrastructure - Sarah

Tabled until Inventory.
 

  • BWB GA Donation: Sarah

Tabled until documentation of Org Commitments is acquired.
 

  • BaseCamp Proposal: Trevor

Setting Nugget up and Carissa to hammer out Kinks and determine functionality?
 
NEW BUSINESS
 
Discussion on board email thread:  
Polls are a call to question and results are public. Can list names of those voting, but should make an effort not to list names of community members without permission in poll publication. With regards to active team leads, we should endeavor to use whichever names they choose to go by. If they are no longer active, then must be asked again each time.
 

  • Alchemy Ticket Sales

Waiting on word from Patrick M. Site can't handle community's interest, so unless we slow the hit load, it won’t work. Get a drop date for switching ticket sales venue.
 

  • AF Funds Management/Taxes

New Paypal account? Let sit in paypal until new organizational structure.
 

  • Aircard/Hotspot for internet access at the events

Find a new one, if it’s needed.  David to check with AELT.
 

  • United Rental Outstanding Balance

ACTION: Nugget – paperwork on receipt and payment.
 

  • Status Update: on Year Round Budget - Dusty

Because of the way our financials were handled in previous years,  you can't actually tell what was spent between events, so Dusty is going to work with Stacia to compile our year-round expenses and project a budget for our yearly spending.
 

  • Appoint PW Liaison

MOTION: Trevor motions Sarah for liaison.
Seconded.
Passed by Consensus.

 

  • Quartermaster Discussion

Best interest of Org to have PW and Quartermaster as Year round, rather than flowing through ELT's of events. Quartermaster head, with possible co-head.  We must get Inventory System put together to be able to quantify belongings for tax purposes. Inventory Manager position to help bridge contact gap, give a more stable contact to PW.
MOTION: David motions to create Inventory Manager Position, and to appoint Carissa, our Secretary, into this position.
Seconded.
Passed by Consensus.
 

  • Classification of May 2013 Town Hall Venue Expense

Our Art Fundraiser was originally scheduled during May, but some re-shifting in the Org required it to be postponed.  As we already had the venue, it was decided to hold a Town Hall.
MOTION from the Chair:  Reclassify the May 2013 AF to the May 2013 Town Hall and approve Org to fund expenses, instead of using AF budget.
Passed by consensus.
 

  • Our New Non-Profit Org

MOTION: David motions to vote on contacting Stuart on creating a non-member, non-profit with initial incorporators to be provided by the current Alchemy, LLC Board and similarly structured to Alchemy, LLC with the following guidelines:

  • The initial board will be appointed by Alchemy, LLC.

  • That the fiscal year of the new org will be January 1st - December 31st.

  • The new Board of Directors members will be appointed by Alchemy, LLC's existing Board from a list of candidates pulled from the current and past attendees of events managed by Alchemy, LLC. The Board will appoint according to the direction of the voting community.

  • Numbers and terms should be in conjunction with the existing system.

MOTION: Motion to amend current motion made by Trevor to read “Contacting Stuart on creating a non-member, non-profit with initial incorporators to be provided by the current VOTING Alchemy, LLC Board and similarly structured to Alchemy, LLC with the following guidelines: ….”
Seconded by Sarah.
Chair calls to vote for motion as amended.
Seconded By Nugget.
Passed in consensus.
MOTION: David motions to open a new Bank of America account with a new EIN named for the new organization on completion of its build.
Seconded.
Passed by consensus.

 

  • Central Document Storage

Inventory Manager to research fire safes and compile central physical document storage.
Digital document storage to be stored on the Alchemy website.
MOTION: David motions the board to approve the attaining of a document fire safe not to exceed $1000 dollars to be classified as an Org expense.
Seconded.
Passed in consensus.
 
OTHER OUTSTANDING ITEMS / ITEMS FROM BOD / ITEMS FROM PUBLIC
 

  • Meet the Org Page

Ghini is working on it.  Trevor will keep us updated.
 

  • AAA POA for CPA

Dusty signed Power of Attorney for AAA, just to get things moving.
 
CONFIRM UPCOMING MEETING
 
Clove's, August 11th, 2013
2 or 2:30 pm.
Poke with AELT's about a combined meeting.

 
ADJOURN
Chair to adjourn the meeting, the meeting is adjourned at 7:45 pm.