ALCHEMY BOD MINUTES: APRIL 2013

Alchemy, LLC. - Board of DirectorsApril 14th, 2013Location: Sarah's HouseMarietta, GeorgiaMeeting begins: 4:06 PMAttendees: Trevor Register, Sarah Griffith, David Stabler, Jacob Davis and Age Ginsburg.Rcs: Clove TolbertCommunity Members: Patrick Murphy, Dan Gilbert,Alchemy ELT: Rebecca ReaEuphoria ELTs:  Katie Work, Jill Mongato, Tareq Fayyad.  

  • Review of business taken in session by Board since last meeting as listed in Agenda-

Motion: Sarah motions to accept record of review of business taken in session as reviewed asread. Passed by consensus. Record of Business Taken in session by Board since last meeting: 

  • Amend the 1099 issued to Ky Lee for 2012 to be some portion of his art funding, and issue a

second 1099 for another artist on the project for the remainder, assuming a signed affidavit fromboth artists is received requesting this change and confirming that this split more accuratelyreflects the true distribution of the funds?Proposed: AgeVote: consensus 

  • Approve the 2013 Alchemy Art Fundraiser Budget.

Proposed: TrevorVote: consensus 

  • Approve March 2013 Minutes as presented by Carissa.

Proposed: TrevorVote: consensus 

  • Loan the air siren to Justin Majors for use at F.L.A.M.E. Festival.

Proposed by: TrevorVote: consensus 

  • Approve a Memorandum of Understanding between the BOD and the Alchemy 2013 Event

Lead, Rebecca.Proposed by: JacobVote: consensus 

  • Approve to honor people whose Euphoria 2013 ticket sales that may not have gone through our

ticketing system but who’s payments we received pending appropriate proof of sale in ourPaypal history.Proposed by: AgeVote: consensus

  • Disscussion to decide to modify and approve ticket cap to match tickets sold and money collected due to error in payment system.

 Exception to Normal Order: New Business Presented by the Event Lead Teams: 

  • Alchemy Event Team Lead- Rebecca-

On Team Lead selections, Rebecca speaks with announcing her formal resignation as the head of the Alchemy Event Lead Team (AELT). After reading her letter addressed to Alchemy, LLC Board of Directors, Alchemy Community, friends and family aloud; the BoD begrudgingly accepts the resignation. Rebecca thanks the board and excuses herself from the meeting.Motion: Motion to accept the resignation of Rebecca Rea as AELT proposed by Trevor.Seconded by David. Passed by consensus after a moment of thought.The Board would like to Thank Rebecca for her many years of Service, and dedication to the community. After a short recess, the Board begins to brain storm possibilities on the direction of the event in light of the resignation of the Event Team lead. The first list of options include postponing event for the year, a smaller event to increase possibility of finding a qualified AELT who can handle logistics and safety as well as infrastructure, Board direct management, or a regional coordinator to bring in a mentor or surrogate lead. The board believes the entire event should be lead by a community member even with the help of a team or mentor from region with their primary qualifications in equipment procurement and logistics. The main issue is finding people with interest, qualifications, and time through communications push and solicitation. A list was made of possible contacts.Action: Trevor to contact Mike G. about communications push in finding new AELT.Action: Reach out to individuals and appoint interm point person.Action: Contact Rebecca and ask for a list of team leads.Motion: At this time Sarah Motions to open the floor for discussion as community members available would like a recap of information, clarifications on event status, and to put forth information from personal standpoints. Passed by Consensus.During discussion, a key point was discussed about the BoD stepping up to handle event. The general consensus indicated that this is not possible as most members are committing a huge amount time to the board and personal workload would be too massive. Also the board is moving towards the Board allowing for the creative and business aspects of the festival to remain separate allowing an efficient focus on the two parts to work in tandem. This allows the business to be run in a professional manner without interrupting the creative process.  The community members speak on concerns of vocalizing to the community on behalf of the Event lead position the business clarifications, associated risks, the freedom of creative control and control of size/ability to handle, and why a person would want to take this position.Action: Trevor Write up application information and questions for the potential applicants including bullet points sent to Trevor based upon conversation.Motion: Jacob moves to close discussion on this topic. Sarah seconds. Passed by consensus.Motion: Jacob motions: 1. Board to use official and unofficial communication channels to announce the resignation of Rebecca Rea as Alchemy Event Team Lead. 2. To also use the same method to new call out for an Alchemy Event Lead Team with submissions due April 28th, 2013 at noon. 3. That the aforesaid announcement also state: 'If no qualified applicants exist as of the cutoff deadline, The board does not anticipate that there will be an Alchemy Burn event in the established fashion for 2013.' 4. That the board via email over the next 24 hours, based on discussion that happened here today, will create list of application questions either to go out with the announcement or with in 24 hours there of. 5. The Board reserves the right to amend this determination at a later date, with or without notice. Trevor seconds. Passed by consensus.Motion Amendment: Sarah to move deadline from April 28th, 2013 at noon to April 28th, 2013 at midnight. Age seconds amendment. Passed in consensus.Motion:Age Motions to indefinitely postpone on site Alchemy Art fundraiser and intend a town-hall meeting at same time and location. Allow and launch online Art Fundraiser at time of confirmation of Alchemy and the Alchemy Event Lead Team. Jacob seconds. Passed by consensus.Action: Announce the town hall meeting and combined after event by April 27th, 2013. The secretary would like to add in personal summary and opinion of observing this discussion addressed to the community: The overall process has left the Board thinking the community has an obligation to step up, Alchemy was founded on a purely volunteer basis and while it is experiencing growing pains like most events will, at this time finding an event lead with a vision and direction is the top priority. Without this lead, the event simply does not have the backbone to happen this year. Scaling down the event could eliminate many of the complications, and allow for Alchemy to happen. Based on the chosen team lead, the specs of alchemy will be adjusted to fit the wishes of the AELT, whether it be a team, or a lead with support team. This festival is allowed change and growth, even if the growth is in new directions rather than increase in size. End secretarial opinion and summary. Motion: Jacob Motions to retroactively approve communication and deviation for new business pending resignation. Trevor seconds. Passed by consensus. 

  • Euphoria Event Lead Team- Jill

Jill speaks on the budget update and purchasing. After multiple tries to contact Tunna for inventory day with little feedback the EELT may go forward on inventory without Tunna pending the acquisition of the pass code. There will be no infrastructure purchases in connection with Tranquility Base and quotes are available for golf carts, radios, etc. holding for a solid number and will start asap with total to be provided. The Board communicates purchasing is available, and Effigy and Temple teams are wanting to purchase and begin building now. Board wishes EELT to have management control and will consider top amount needed with trust that the EELT will use responsibly. Volunteer schedule is in motion, total operating quote including 10 percent risk proficiency and not including Paypal fees and sales tax is given.TL's budget is stable. $54,756- 15,000 org. contribution.= $39,756Motion: Age Motions to board to approve EELT budget of $39,756 that includes the 10 percent proficiency risk. Seconded by Sarah. Passed by consensus. Old Business: 

  • Status update: Taxes and CPA – Age

Financial Status:Chase Account: $48,589Paypal: $51,141.21Total Cash: $99,730.21 Outstanding from prior years:Unknown Tax liability from 2011 - Estimated $1500 +/- penaltiesOutstanding Sales Tax from 2012 - Estimated $17,000Outstanding Income Tax for 2012 - Estimated $10,000 (incl state) Requests for Transcripts:Jacob and I have completed the forms requried (Form 4506-T) for the tax years 2008 - 11.Jacob will be faxing the completed document in the morning. Turn around time varies for thevarious reports requested from 10 days to 30 days, with no turn around times guaranteed by theIRS. No movement on Power of Attorney document for CPA. Also not needed at this point sincewe've moved forward on the 4506-T's without her. Extensions for 2012 taxes were filed by CPA last month. Motion: Jacob motions to deviate from Normal Order to allow himself to leave early. David seconds.Passed by consensus. 

  • Status update- Stewart- Jacob-

Stewart has not given a final say, though putting a deadline on him could expedite this process, 

  • Staus update insurance- Clove, Jacob and David-

On the way, David is beginning to take over the process as liaison. Jacob would like to continueadvising after resignation but thinks a write up for what could be considered probono work andwhat kind of advisement would require a paid advisement.Action Item: Jacob: A write up of services to be offered probono/paid if available. 

  • New Business: Formalize Jacob’s resignation and effective date.

Motion: Jacob motions to tender his resignation at 11:59pm on April 29th, 2013. Sarah seconds.Jacob abstains, David abstains. Passed by remaining voting members.Jacob will release a statement on Facebook, and remain in direct connection as well as continueadvisement with a new role as Board Consultant. It is to be clear that there are no ulteriormotives, but just an unavailability to serve on the board due to unforeseen work obligations. 

  • Fiscal year slide to December 31st, 2012-

Motion: Age moves to change the Fiscal year of the LLC back to December 31st, 2012 as theend of the financial year for ease of accounting. Jacob seconds. Passed by consensus.Taxes to be filed 6 months from extension file date: March 15th, 2012. 

  • Insurance coverage under D&O, assigning new Account Ownership-

ELT's being promoted to directors in not possible in the bylaws so the D&O insurance will notcover ELT. GCL can be additionally insured for individuals with limited insurance and hope toenhance insurance in the future. As far as a Member manager for bank, no members in the LLC.Manager manager not allowed according to bylaws. The board can appoint Registered Agent(RA). The RA can add owners to account. Jacob excuses himself from the rest of the meeting, does not abstain and is listed as a nonmemberof Board at this time. Motion: To excuse Jacob. Trevor seconds, passed. Still in quorumwith 4 of the 5 voting members still sitting.

  • Status update-2012 AF 1099 -

Pending sales and income for 2012. Age also mentions that $38,000 in uncatagorized chargeson the non-profit account need to be put through for a flow of charges. All accounts areaccounted for and correct.ACTION: Age to work filing uncategorized charges, as per duties to close out 2012. 

  • Specific Insurances-

Looking at event specific insurance with a broader coverage than basic insurance. This eventcoverage would protect more than the average umbrella GCL in terms that it will not change theactual coverage of the event very much but will protect against, for example: Build weekendsprior to being on site. Cost is being investigated, if costs are negligible then it is recommendedstaying with the umbrella policy. Because of the uncertainty of the exact specifications ofAlchemy at this time, going forward with Euphoria Event specific insurance seems like the bestoption.As of now, AF is suspended and the space deposit will be a sunk cost if not utilized. Buildingholds space specific insurances, and using the space to host a Town-hall at 4pm and communitygathering afterwards (8-2?) to raise community goodwill. Also allow community members todonate to any art projects directly, and not through Alchemy, LLC. Also, give booked artists thechoice to play for the Community and/or choose to play at the AF for when/if it is rescheduled.Action: David and Clove-Investigation pending on Town-Hall additional insurances.Action: Trevor communicate AF decision and book a few entertainments/unbook/allow stagespace for community at event, coordinate with Mike G. to release statement on Town-halltonight, April 14th.Action: David Moved to investigate a free entry community event and authorize board to insureand speak with AFET and post Town-hall and community gathering. No official movement, noofficial vote. 

  • Alchemy - Ticket prices, cap, and sale details-

Motion: Age motions to table. Sarah seconds. Passed under quorum. TABLED. 

  • In-town storage - EELT and AFELT attempting to coordinate with Tunna-

Motion: Because of the EELTs trying to contact Tunna with little reply, Sarah motions toprovide the combinations and passwords to storage facilities to the lead teams. Trevor seconds.Passed under quorum.Action: All: Contact Tunna and relay the importance of communication in order to allowsmooth transitioning for event leads.Possible Public works to have access, to be discussed at a later time. 

  • Status update: Art Fundraiser funds management as related to tax/CPA – Age-

Age says the account is currently tied to the non-profit account. To not use this account wecreate a new account on the LLCs account for Paypal and tether to a mobile device.Action: All: decide which mobile device to tether the Paypal account/LLC. account to.Age informs us that Paypal has their own solution for doing mobile card reading. We need todetermine whose mobile device will be used (must be iPhone or Android). The reader is free,though it's unclear if there is an additional charge per authorization (no indication their is, butno statement that there isn't). Once we know whose phone will be used, someone will need tosit down with them, have them download the software and set it up on their phone, which willtrigger the card reader order. The second Paypal accout (used for the AF last year) is linked tothe AAA, Inc TIN, and changing the business name and other pertinent info with Paypal isdifficult, so I recommend we close it and creat a new one linked to the LLC. I do notrecommend using the primary Paypal account, both because it is a security risk to link it tosomeone's mobile phone, and because it is better practice to not comingle funds. 

  • Art Fundraiser – Trevor-

Motion: Trevor motions to table AF information, including the following topics. Age seconds.Passed under quorum. TABLED.

  • Alchemy ticket raffle

  • Fund matching amount

  • Purchasing

  • Insurance

  • Fund distribution

  • Paypal fees (do we cover?)

 

  • Status update: Communications – Trevor

Meet the BOD page - Info required from BOD by Mike Ghini is presented for bios.Action: Trevor to create Google Doc to facilitate for the BoD.Alchemist - uploading old versions, allow Mike Ghini to now publish without BOD approval.Board agrees uploading old versions is fine, and general consensus on allowing Mike G. topublish without approval. No formal motion made.Action:Trevor to email Mike G. and come up with a formalized process to allow for Mike G.(Communications Director) to publish Alchemist without BoD approval. 

  • Status update: Website forums – Trevor

Motion: Trevor motions to table this discussion to online. Passed in quorum. 

  • State of the BOD statement – Age-

Age tables due to timing. Sarah seconds. Passed by quorum. TABLED. 

  • Lamplighter Fundraising – Age-

The question is, will Alchemy, LLC fund the fundraiser for Lamplighters? Technically the boardis not offering funds, but the opportunity to reach out to the broader community and raise funds.If this is done for lamplighters, and it be available for other teams as well, then what is the limitand capacity on funds for individual fundraisers? Will be discussed. As clarified, time isdonated, all new lamps created become property of the Alchemy, LLC. infrastructure and thefunds placed forth and collected cover the purchasing of equipment used to create tangibleproduct. Though because the product becomes Alchemy, LLC. Property, that could be thedefining line as to what teams are allowed Alchemy funded individual fundraising. Boardsuggests indiegogo for fund raising. Offer to fund for fundraiser for only for Euphoria's lamps atthis time, with Alchemy’s portion to be released as a second tier fundraiser. Maybe “buy alantern” and post donors names on a lantern some where in the festival grounds. If indiegog isused, raised funds would funnel into Alchemy’s Paypal account and be dispersed as afundraising event. Agree to facilitate the purchase so as not to create 1099s for income on teamleads and to allow for business wholesale on project materials.Motion: Age motions Alchemy, LLC. Handle all financial aspects of the Lamplightersindividual fundraiser and team purchases of goods from the funds should lamplighters choose toindividually fund raise. David seconds. Passed in quorum.Motion: For Sarah, Age motions this type of fundraising be available for all other team leads.Trevor seconds. Passed in quorum with the caveat that property created and raised from thosefundraisers become the property of Alchemy, LLC.   New Business: 

  • Appoint new Board Liaison for Alchemy 2013-

Motion: Trevor motions to appoint David as Board Liaison for Alchemy 2013. Age seconds.David abstains. Passed by quorum. 

  • Appoint Liaison for Internet Team-

Motion: Sarah motions to officially appoint Trevor as Liaison for the Communications andInternet team based on his unofficial point position with both. Age seconds. Passed by quorum. 

  • Appoint a Member Manager -

As discussed earlier, this is not able to be done, as the LLC. Contains no members. 

  • Discuss/appoint new Registered Agent-

Motion: David as registered agent, as proposed by Age. Clove seconds. Passed by quorum. 

  • Moving forward on the bank account - Assign new owner

Has been handled prior in meeting.Action: Jacob and Age to Chase in the coming week to execute. 

  • New org structure proposal – Age-

Age motions to table new organization structure due to timing. Seconded by Clove. Passed inquorum. TABLED. Discussion on possibilities, with no motion items needed. 

  • 12 Lamp Lighter Robes loaned to Serendipity - Age-

Borrowed Robes, Age needs Approval. Age suggests Euphoria robes are lighter for hot weather.Action: Age to contact appropriate ELT for approval, and coordinate with Lamplighter Teamsto get robes to Serendipity and back.

  • Board approves in Discussion.

 Confirm Upcoming Meetings: 

  • Closed Executive Session on April 29th, 2013. To choose Alchemy Event Lead Team from applicants or decide further action in person.

  • Next Community Meeting

Sunday May 5th, 2013Clove T.'s Home at 2 pm.4041 Crossings wayStone Mountain, Ga 30083 Motion: Clove motions to amend Agenda item VII “VII. ADJOURN” to include the addition of agendaitem “ITEMS TABLED UNTIL THE MAY 5TH, 2013 MEETING:”. Trevor seconds. Passed byQuorum. Action: Trevor and Internet team to setup nomination situation. Questions to be discussed andcompiled. Motion: Clove motions to adjourn. Sarah seconds. Passed by consensus in quorum.Meeting adjourns at 8:40pm. Tabled Items:Items tabled until the May 5th, 2013 meeting:

  • Alchemy scholarship tickets program proposal (pending resolving insurance)- Jacob

  • PR Proposal - Sarah (to be presented online between meetings)

  • Paypal alternatives

  • Research Gotomeeting

  • Budgetary Form

  • ELT Guidelines

  • BoD Guidelines

  • Decomp ELT Search

  • Alchemy - Ticket prices, cap, and sale details

    • Status update: Art Fundraiser funds management as related to tax/CPA – Age

  • Art Fundraiser - Trevor

    • Alchemy ticket raffle

    • Fund matching amount

    • Purchasing

    • Insurance

    • Fund distribution

    • Paypal fees (do we cover?)

    • Paypal card swiper

  • Status update: Website forums – Trevor

  • State of the BOD statement – Age

  • New org structure proposal - Age