ALCHEMY BOD MINUTES: MARCH 2013

Alchemy, LLC.- Board of Directors
March 10th , 2013
Location: David's House
Marrietta, Georgia
Meeting begins: 4:22 PM

Attendees: Trevor Register, Sarah Griffith, David Stabler, (Jacob Davis and Age Ginsburg to call in via phone)

RCs: Clove Tolbert
Community Members: Patrick Murphy, Pleasant James

Exception to normal order:
• Jacob is not yet in attendance, In attendance 5 of 6 members including 4 of the 5 voting members. This constitutes a Quorum, under section G of BoD bylaws that allows the beginning business under section one.

Jacob joins board via phone call, Now all Members in attendance.
• Review of business taken in session by Board since last meeting as listed in Agenda-

Motion: Clove motions to accept record of review of business taken in session as reviewed as read.

Seconded by Trevor. Passed by consensus.

Record of Business Taken in session by Board since last meeting:

Approval of Description of position of Director of Communications
Proposed - Trevor
Vote - Consensus

Agreement In Principle to set the date to determine the Alchemy ELTs to 3/1
Carried Business
Vote - Consensus

Approval of the February 2013 Minutes
Proposed - David
Vote - Consensus

Approval to sign the Studioplexx 47 Rental Agreement as amended, and the Studioplex 47
Liability clause
Proposed - Trevor
Vote - Consensus.

Approve changes to the EELT: Accept Eric Wilson's resignation, confirm Katie Work and
Jessica Smernoff as full EELT members at the request of the EELT
Proposed - Sarah (at EELT request)
Vote - Majority with discussion (as a majority had approved, no second vote was called)

Agreement in Principle to approve Rebecca Rea as the Alchemy ELT after completion of a Memorandum of Understanding concerning business practice
Proposed - Jacob
Vote - Consensus

Agreement in Principle to allow auditory recordings of Board Meetings by the Secretary on a temporary basis to facilitate creation of required records.
Proposed - Sarah (at Carissa's request)
Vote - Consensus

Agreement in Principle to establish the BoD Schedule for 2013
May 5th
June 2nd
July 7th
August 11th
September 8th
October 6th
November 10th
December 8th
Proposed - By Board
Vote - Consensus

Approval of Description of position of Secretary to the Board of Directors
Proposed - David (with Trevor’s help)
Vote - Consensus

Approval to change Board Liason (BL) for Alchemy to be Jacob
Proposed - By Board
Vote - Consensus

Approval of verbiage to provide initial transparency to the decisions on Euphoria ticket pricing, and to indicate future financial transparency reports
Proposed - Jacob
Vote - Consensus

Old Business:

• Motion: David Motions to Table Old Business to discuss New Business in light of community
members with time constraints to be reviewed at completion of New Business. Trevor seconds-
Passed by consensus.

New Business:

• Internet team:
Ticketing Environment, test results, plan for deploymentPatrick Murphy speaks: New ticketing site is done, up, and running. Waiting on EETL to present design for tickets. Barcodes are created and waiting to be assigned to tickets, Also finding the way to process online payments. Site Authorize.net to be used and a merchant account. Upon testing of site, in case of overload, Thunder Tix account is alive. With 2 hour setup and payment cleared Thunder Tix would be available. In the long run, buying the capacity to build a ticketing system that meets our needs- Saves money and allows Alchemy, LLC. The ability to control capacity.

Board discusses load testing through community involvement off Facebook to link people to
testing. Trevor is to provide the statement to allow this testing and based on results of website
usage, make final decision on the reliability of website as to use of Thunder Tix or ticketing site.

Action Item: EETL to produce ticket design to internet team.
Action Item: Age to provide information and create account details for merchant services.

Create account as Alchemy, LLC. and talk with Chase bank on how to interface with
authorize.net, merchant services, fees, etc. by Tuesday, March 12th. Otherwise Board to have ticketing systems set up with Thunder Tix by that Friday for Euphoria ticket release.

Action Item: Trevor to write statement to do FB testing for ticketing system.

• Internet team:
Issues with alchemist distributionPeople have not been receiving the Alchemist Emails, question of lost email addresses:

Patrick speaks: No emails lost, Google is deleting Alchemist as spam due to new IP address
with no sending history that is now passing 5,000+ emails. Using an email holding an alchemist
PDF even further reduces deliverability. There is a possibility of going through Patricks place of
work to send Alchemist.

Posting Alchemist on website to allow viewing for those who did not receive issues, also
encourage community to click “This is not Spam” to correct the issue on spam diferal, and add
The Alchemist to contacts in email.

Action: Mike G. to post on website to increase viewability. Volume 7, Issues 1-4 posted on
website.

• Status Report on Art fundraiser:
How to Handle accepting cards for the AF

Action: Age to take list of options to CPA to find least tax problematic and efficient option.

Jacob proposes efficiency as allowing funds to enter paypal and be removed from paypal
without ever touching Alchemy's bank accounts due to the fact that the money will be turned
directly over to the artists rather than being considered part of Alchemy's account. Paypal asset
account would charge 5-6% of any donation by card. Last year fees were written into AF
budget, must figure out the action by which to handle this fee, proposed to be same as last year.
Regarding the handling of cash received at fundraiser, cash to be put on a single money card to
be used to distribute to artists.

Motion: Trevor proposes we use paypal to handle any card transactions for the AF, both at the
event and online. Cash to be handled by collecting and purchasing a single money card rather
than distributing any cash the night of the event. Agreed upon by consensus.

• Status report: Insurance and Organization, Legal Postion, Insurance on DNO is an ongoing process that must be continually supplemented and amended.

CPA is forming the financial situation, tax transcripts, updated legal status on entity and then
moving forward from reports. Tax transcripts show where the ownership lies, in Trevors
personal taxes filed vs. entity filed.

• GotoMeeting as an ongoing tool for Remote Meeting - Need more information to persue, agree to persue as a board, discuss via email.

• Status Report: Alchemy

Action: Email has been sent, Jacob to take a draft and create a more formal version.

At 5:35 pm, Jacob leaves deliberation due to obligations. Quorum is met with remaining members.

• Status Report: Financial position Age provides status, CPA has been walked through information, plan has been mapped and nothing has proved too surprising.

Action: Age to write up a plan for approval.
Action list for CPA: Power of CPA/ Attorney
Paperwork for all prior years
Tax transcripts
File tax extension (6 Months) to file taxes properly
Close out accounting for non-profit and LLC. to move back to finalize
Back taxes on tickets from prior years (sales tax)-(possibility already paid due to transparency containing line item for GA state. May be state or sales tax but unknown)
All of this to be an April or May Meeting discussion- 2011 and prior first.

• Lamplighter ProposalPleasant James speaks on proposal: New lamp pole designs, 2 prototypes in the works and testing for durability and safety is underway. Board wishes to discuss how much of a teams assets belong to the team and how much belongs
event, LLC, or non-profit?

Trevor proposes poles belong to entity/split by attendance based prorating on how funds are
provided to the team as Euphoria and Alchemy both use them. Clove agrees.
The equipment listed in the proposal may not be needed all at once, Could incremental purchase
be an option? James states that uniformity would lead the need to be necessary though board
entertains idea of allowing certain pieces being built at a time. A possible 2 year budget is
constructed through all events starting with Effigy, then hill, lines A and B and finally all lamp
posts.

Age questions whether a team with guaranteed funding should be allowed to compete with
artists at Art Fundraiser. Discussion proves that another 3rd party fundraiser is fine but
Lamplighters is infrastructure and not art.

James asks if the lamplighters are deserving of teams? It is artistic to the landscaping and the
Chapel is different every year as the Lamplighters could propose Chapel as Art and Poles as
team. Board replies as BM lamplighter are funded by the Organization. Everything is
infrastructure and still a working camp group. Lamplighters should be funded as an org event,
and completed over multiple events. Age believes the payment is possibly available and once
the Euphoria budget is covered, then a decision can be made. Lamplighters is encouraged to use Indiegogo for third party fund raising. By listing Lamplighters as a team, Alchemy avoids 1099 and tax Team Lead.

Discussed that Third party fund raising would be considered responsibility of Team lead, items added into Alchemy inventory through these individual funds must be done through agreed donation from team lead, or remain the private property of team lead.

Motion: Board Motioned that only non-funded teams in Art Fundraiser, independent and clear of
public works. Jacob seconds, Consensus by voting quorum that lamplighters are not allowed or
eligible for participation in Art Fundraiser at this time.

James decides to receive true budget once decided, and continue from there with a revised plan.
• Status Report for Euphoria:
Has been released, no new updates.

• Motion: Jacob Motioned to be taken as read. Sarah seconds. Passed in agreement by quorum.

Old Business:
Resume as tabled.

• Discussion of by-laws amendment processPower of Attorney must legalized and it is not possible at this time. All information must be set
in place and legal attorney advises there is no right to be able to amend entity bylaws for BoD.
Motion: Jacob proposed disscussion TABLED until legal. Board agrees in quorum.
• Determination of Org Contributions by eventEuphoria 15,000
Alchemy 70,000

Decompression- Unknown and to be determined upon ETL selection.
Age speaks on Alchemy ticket prices as proposed by Rebecca:

Ticket prices proposed at $56, Cap at 3,500= $196,000- $13,000 sales tax = 183,000 net.
95,000 operating cost, 90,000 to organization. Purpose would be to cover org contribution for
Euphoria this year.

Trevor sees this as short term and hope Euphoria sees the need to begin the payment of $15,000 org con. No tax burden and tickets will stay same or drop and the community will be happy.

Euphoria has not yet contributed due to not being asked and it is time for everyone to start
paying their own and any extra money will go to good causes. Maybe fund matching, etc.
Overhead costs are set and in comparison, with more people that pay, Alchemy could eventually
cost less than Euphoria.

• ELT Guideline updates:
Additional Requests to burn events ELTs, request and review plan for Teardown and back up-
[Note: Euphoria has done this via TL required for teardown and requiring TL to designate
another member from each team to remain for teardown.]

Discussion results in preservation of 10% of team budget given reflected in team budget usage
as a safety net for unforeseen expenses.
In case of preserve being used, and more expenses arise, TL can make personal decisions of up to a second 10% amount of the operating budget. If the amount needed exceeds second 10%, a voting of the board up to quorum must meet and make final decision.

This is an advisory, TABLED to later business.Discussion of Board meeting before event, and immediate discussion, or an immediate meeting prior to decide static amount by event.

Motion: Motion to TABLE to discuss by email, passed by consensus.

Expectation for Final Budget-
75 Days prior for Preliminary Budget to Board. Final budget to be 60 days prior for ELTs.
Budget expectation so purchasing for ETLs can begin 60 days prior to event.
At 6:51pm we lost Age and quorum. All Business following TABLED to online discussion.

• Draft of 2-year plan for Alchemy, LLC.
Jacob is working on two year plan.
Action: Jacob to produce two year plan to board when ready.

• Set Deadline for application and selection for Decompression ELTSMotion: Clove motions to TABLE question until next meeting because of information
following, Agreed.
Clove has been approached about Burners without Boarders Georgia taking over
Decompression under the head of the Rcs. TABLED for discussion until next meeting.
As an organization, leaving Decompression to another group would mean one less event to
organize, which is considered a good thing by the BoD.

• Meet the BoD page on the Alchemy Website and updating the history page
Tabled to Online discussion.
Action: Mike G.s ideas on all information to be included for uniformity.

• Cordinate with Frogbird regarding forumsContact via email, TABLED to email.
• Final disposition of outstanding 1099sOpen disscusion online. TABLED to email.
• Status of Regional Status ApplicationClove to open email discussion. TABLED to Old Business.

Confirm upcoming meeting:

• Sarah Motions to change upcoming meeting to her house listed as:
April 14th, 2013
Sarah's House
3210 Ethan Dr.
Marietta, Ga 30062
Motion: Motion to adjourn by Jacob, Sarah seconds. Not in quorum and Chairhead fiats to cease
discussion.
Meeting Adjourns at 7:01 pm.