Alchemy, LLC - Board of Directors
January 13, 2013 Board Meeting Minutes
Meeting Start: 3:14PM
Board Members: Sarah Griffith, Trevor Register, David Stabler, Age Ginsburg, Jacob Davis
BM RCs: Jim T, Chw J
Community Members: Jenny, Clove T, Tareq F, Jessica S, Patrick M, Jill M, Sage H, James F
Prior to the start of the meeting, Jonathan LaLiberty (Burning Man RC) sends his official resignation to the Alchemy Board of Directors, stepping down from the Board to make way for a new Burning Man appointed representative.
Alchemy 2012 Event report
Board reviews the most recent draft by Age containing all suggested edits from the BM Regional Contacts.
Decisions: Board approves newest version and sends to RCs for final review.
Action Items: RCs to do final review and approval, and Board to publish once approval received. (COMPLETED)
Decompression 2012 Event Report
Board reviews most recent edits by Trevor and Age. A few additional edits made in real time by Sarah. Board requests Age to reformat financials to match GAAP Income Statement. Board approves the report pending those changes.
Decisions: Board approves the Decomp 2012 Event Report pending final edits.
Action Items: Age to reformat financials into proper GAAP format, add an ending photo and wording, and publish to RCs for review. (COMPLETED)
Burning Man RC Advisory Board
Burning Man RCs Chw and Jim, along with community member Clove proposed at the December meeting to form a GA Regional Contact Advisory Committee to aid the new Board in transition and with regaining Official Regional Status. The Board reviewed the proposal and requested additional information, which they are in the process of compiling.
Decisions: While Chw, Jim, and Clove gather additional information to satisfy the Board's questions, Chw will be the Burning Man appointed RC on the Alchemy Board.
Action Items: Trevor to add Chw to the Board discussion e-mail list (completed).
Action Items: Chw, Jim, and Clove to document answers to additional Board questions.
Tabled Items: Final decision on their proposal is tabled until all questions are resolved.
The proposed dates for Euphoria (June 13-16) are still open and available, along with the weekend before for work weekend. Age proposes to take the Euphoria ELT (once selected) to Cherokee Farms to introduce them to the land owner and staff, etc, and secure the dates.
Action Items: Age to lock in dates with Cherokee Farms and schedule a trip to the farm with the Euphoria ELT.
Only one of the two dates the Board was targeting is available. The end of September date is not available. The Board agrees to lock in the third weekend in October (17-20) as Alchemy 2013, as well as the weekend prior for work weekend. Jacob would like us to start thinking about dates for 2014 as well, so we can get farther ahead and perhaps help events that may need/want to plan around us. The Board agrees, and there is some discussion surrounding what events would plan around us and which we have to plan around, but no decisions are made regarding 2014 dates at this meeting.
Decisions: Alchemy 2013 will be October 17-20.
Action Items: Age to lock in dates with Cherokee Farms.
Tabled Items: Discussions on ticket cap, price, sale dates, etc, are all tabled. Decisions on 2014 dates are also tabled.
Bank Accounts and Financial handling
Earlier in January, Jacob and Age (along with Rebecca) met with Chase Bank to have Jacob added to the LLC account and Rebecca removed. Chase was able to add Jacob to the LLC account (Age was already a signatory), but unable to remove Rebecca as she is the only "member manager" listed with the Secretary of State. Before the bank account ownership can be fully transferred, that item must be changed. Discussion surrounding who to put as the registered agent. Jacob volunteers to be the registered agent, and use his law firm address in Decatur for the RA address. Board agrees to make Jacob the registered agent. Jacob to renew the annual registration. Principal address to stay as is, Age's residence.
Additional discussion regarding the tax situation for the LLC. Once the new RA is assigned, we'll need to request prior years' tax transcripts to determine what was or was not filed by the prior member manager (Troy). A CPA who specializes in LLC tax and accounting will be engaged to guide the organization forward with resolving all back tax and accounting issues. The CPA will also be needed to help straighten out the additional potential risks created by the decision to not complete the move to the new non-profit by 12/31/12.
Another topic of discussion is the possibility of having to issue 1099's to any artist which received more than $599 in funding from Alchemy LLC. The Board wants to get the CPA's opinion on this as well, but may not be able to wait for the CPA to be hired as there is a requirement to issue a 1099 by 1/31/13 if one is issued to be required. Age to do research on requirements and advise the Board on this matter in case the CPA is not hired by end of month.
Some additional discussions about eventually becoming a 501c3 occur, but no decisions or action items result. In general all Board members feel we are far off from even considering pursuing 501c3 designation.
Additional discussions about whether to restate the Income Statements for each event as needed if any discrepancies arise while closing the books on the fiscal year. Original reason for discussion is a late reimbursement related to Euphoria 2012, and whether it should show as a Euphoria expense on restated financials or appear as an LLC expense since it was a Board decision to process the reimbursement.
Decisions: Jacob to be the new Registered Agent, with his firm being the RA Address. Age's residence to continue to be the Principal address for the LLC.
Decisions: Board agrees that we should restate financials for each event as needed during the year-end close period.
Action Items: All Board members to reach out to professional and/or personal contacts for CPA recommendations. Interviews with CPAs will occur between meetings, with hiring to occur as soon as possible.
Action Items: Age to research the 1099 issue and provide guidance to the Board.
Trevor presented a few options to the Board for larger storage/multi-use spaces. Board decides focus right now is only on in-town storage options, both because that is the pressing need and because the financial status of our reserves is uncertain until tax and accounting liabilities are straightened out. Board would like to have options for both climate controlled and non-climate controlled options. General thoughts are ~400 sf for non-climate controlled, and 100 sf for climate controlled, for the assets that would be better to store locally. Larger options for non-climate controlled would be welcome, but only if financially effective.
Action Items: Trevor to do further inquiries for smaller storage spaces meeting just the in-town storage requirements.
With Dawn and now Jonathan leaving the Board, all passwords for various systems need to be changed.
Action Items: Age to change all passwords and provide updated passwords to the Board.
Short discussion about having a bookkeeping service for 2013. Discussion tabled in favor of continuing the CPA discussion as its the more pressing need.
Tabled Items: Discussion and decision on whether bookkeeping services for the events are required.
Community Projects & Financial Donations
Jim T (BM RC) provides the Board with some updates regarding the process for funding a Beltline art project, including the complexities of forming the selection committee and working with city and Beltline officials. Jim also presents some other options both new and previously discussed, including funding scholarships to art schools, funding traveling art stops in Atlanta, and a new proposal to create a Burner Art Park. All of the ideas are fantastic and intriguing. However, the decision to not complete the move to the non-profit by 12/31/12 has created additional potential financial risk and uncertainty for the organization, so the Board feels we must resolve those issues before we can commit to any donations or community project funding.
Tabled Items: All community projects and/or donations are tabled pending resolution of organizational tax and accounting issues.
Status of LLC Ownership
Trevor is still awaiting a response from the attorney assigned by GA Lawyers for the Arts. He fears that she may no longer be assisting us, as multiple calls have gone unreturned, e-mails are bouncing, and her website is no longer available. Board agrees to look at other options, including paying an attorney (prior was pro-bono) if needed to assist us in this critical time. Jacob offers to compile a list of attorneys who specialize in our needs. Age reports that through research and inquiry he now has the documents from the formation of Alchemy, LLC, as well as the EIN number.
Action Items: Jacob to compile a list of attorneys for Board review.
Action Items: Age to compile all documents he has found and send to Jacob for review.
Further discussion on the November 2012 minutes, which the Board is unable to agree upon. At this point the only way to move past this is likely to issue minutes with individual commentary on the contested portions. Additionally, the current website seems to have broken links to many of the published minutes. Multiple attempts to fix the issue have been made, and the current challenge is unknown. Trevor to work with Internet team to drive completion of getting the broken links fixed.
Additional discussion about the 2009 Afterburn Report. The financials in the published version are incorrect, as they are a cut and paste from 2008 (reason unknown). Sarah has located the correct financials for 2009, and will work with the Internet team to get those published.
Action Items: Current Board members to review latest draft of November minutes and work on a version that can be published. If needed, David or Jacob will arbitrate.
Action Items: Trevor to work with Internet team to resolve broken link problems on the website.
Action Items: Sarah to work with Internet team to get 2009 financials corrected.
Event Lead Team (ELT) Structure Discussions
Trevor would like to have a Board member assigned to each ELT as an advisor. This Board Liaison would attend meetings and be on the e-mail discussion list for the ELT, so that they can keep the rest of the Board up to speed on ELT activities. Trevor would also like to have a monthly meeting schedule presented to the Board by each ELT. The Board votes to assign a Board Liaison to each ELT, and to request that each ELT build a monthly meeting schedule in advance.
Model discussion - Significant discussion on how to structure the ELTs for the larger burns. Age reviews the recommendations from the Alchemy 2012 ELT with the Board, and solicits Tareq's input as a member of the Euphoria 2012 ELT. Sarah feels that the ELT for the larger events should always be an odd number, so there is a tie-breaker in case of disagreements. After all discussion, the Board agrees on 2 ELT for Art Fundraiser, and 3 ELT for Euphoria. Each ELT is then empowered to set up and choose any number of volunteers to work on the Event Lead Team in support roles.
Decisions: Board approves the Board Liaison role and assigns Board members to each ELT as follows: Trevor to Art Fundraiser ELT, Sarah to Euphoria ELT, Age to Alchemy ELT (with Jacob as backup due to its size and complexity), David to Decomp ELT.
Decisions: Board agrees to 2 ELT Leads for Art Fundraiser, and 3 ELT Leads for Euphoria 2013.
ELT selection for 2013 Art Fundraiser and Euphoria
The Board talks to each of the candidates it can reach either in person or remotely regarding their reasons for wanting to lead the event they applied for, as well as a number of standard questions regarding time commitment, availability, involvement if not chosen, and others. After speaking with all candidates on various topics, the Board chooses the ELT Leads for each event.
Decisions: Art Fundraiser 2013 ELT Leads are Sage Hylton and Lucas Sims
Decisions: Euphoria 2013 ELT Leads are Eric Wilson, Jill Mongato, and Tareq Fayyad
Internet Team discussions
Patrick ran the Board through some of the available options for ticket vendors, including building our own ticketing interface and system using drupal packages, etc. Patrick's recommendation is that we build our own system and move away from Paypal to another transaction processor. Chase has their own payment processor, so it is possible that we can build our own ticketing system and utilize their processor to achieve a savings in processing costs. Patrick to take lead on researching options for building our own system for ticketing. The primary concern of the Board would be whether we could build, test, and feel comfortable switching to a new vendor before Euphoria tickets need to go on sale.
Sarah would like an archive of all of the prior year volunteer schedules and signups. Patrick believes that data still exists, and commits to mining that data for the Board.
Action Items: Patrick to gather more information on building our own ticketing system and report back to the Board.
Action Items: Patrick to data mine the prior year volunteer info and provide to the Board.
Pleasant James brings a question to the Board regarding a fundraiser specifically for Lamplighters. His initial question is whether Alchemy, LLC would be willing to act as the stewards for the funds if the Lamplighters community were to organize a fundraising event. Several questions arise from this proposal, including what the fundraiser would be for, whether it is needed (or would the LLC fund the project), how it would be organized, etc. In addition, questions regarding whether the LLC being the stewards of the funds would trigger any insurance, fiscal, or tax responsibilities for the organization. The Board requests that James and his folks document their plan, and bring to the Board for review.
Action Items: Pleasant James to document the plan for a Lamplighter fundraiser, and present to the Board.
Short discussion on a secretary. The Board had some concerns that we may need to amend the current bylwas to accommodate, but Jacob doesn't think we need to edit bylaws to have one. Board agrees we'd like to have one. David to handle writing up roles and responsibilities document. Call out to go in next Alchemist.
Action Items: David to write up roles/responsibilities for Board review.
Next three meeting locations and dates are discussed.
Decisions: Feb 17, 3PM, at Jacob's house. March 10, 3PM, at David's house. April 14, 3PM, at Trevor's house. See website for any changes and location details.
Due to the late hour, all additional agenda items have been tabled for on-line discussion.
Tabled Items: Ghini’s communications proposal, Alan and Joy’s Disability Services Team proposal, Frogbird’s Alchemy Forums proposal, 2013 “Meet the Board” page on the Alchemy website
Decisions made online between meetings: Approved and published the December 2012 meeting minutes
Meeting adjourn: 8:08 PM