Alchemy, LLC. - Board of Directors
November 10th, 2013
Location: Dusty's House
Meeting begins: 3:24pm
Attendees: Trevor Register, Sarah Griffith, Dusty Graham, and David Stabler. Ranger Nugget (Alexander Hodge) is attending via Google Hangout.
Burning Man Regional Contact (RC): Jim T.
RECORD OF BUSINESS TAKEN IN SESSION BY BOARD SINCE LAST MEETING
Sold a used generator to Alchemy attendee at the event for $350 that was deposited by David Stabler into the Alchemy LLC Account.
MOTION: Chair motions to accept record of business taken in session. Passed all in favor.
Vote for removal of BOD member due to absences – David
David as Parliamentarian announces that the Board has now announced to the community the impending vote to remove Nugget from the board due to two consecutive missed Board meetings. The community seems very concerned. Procedure as it stands is note for record the member not in attendance at meetings, was done. There was proper notice to the community regarding when and where the vote would be held, and now the Parliamentarian calls to the Chair to request a motion be made for removal of Nugget under the bylaws as required by our organization.
MOTION: Chair motions for the vote to remove nugget from the board. Unanimous NAY. Ranger Nugget remains a voting, participating member of the board.
RC update- Jim
Items to know, waiting to hear back from Burning Man, they have new offices so running a little slow. Euphoria report has been submitted. Raspa has been sent a link and will contact us soon, he will call and have the retroactive regional status of Euphoria cleared up. It is brought up that other events may not have lost status for the first year of their non-profit after transitioning from and LLC. to a non-profit, but Alchemy, LLC. is one of the first organizations to transfer with multiple events under lead. This is a new concept for Burning Man itself, as they have not had to separate events from the Org. and it is being resolved. Jim will be checking on that. There is a guidepost and checklist that should be available to us soon to determine what must be done for status going into the new Org.
Open Items: LLC wrap up with the adviser agreement, insurance policy privacy agreement with BM, will be in place once status is cleared, until then they are not party to the policy.
The RC's are asking for Organization donation disbursements, Jim will put together essentials and wish list. The requests cover legal for Georgia burners 501C3, a tentative list is discussed including helping fund a new event 2014 under another organization. BWB GA and National, Georgia Art, Freeside 501C3, and other local groups. RC's request that this be donated as a lump sum, to be dispersed as Org. wishes through BWB National.
The Board discusses on the idea of how this funding should have dual credit with our name listed, and that this Organization is funding charitable work and not just throwing events. Jim responds with BWB National being a dual party network. There are supplier networks and recipient networks, “if you are not a recipient then you are part of the supplier network” in conjunction with BWB National. The Board requests that our name should have a “Provided by:” title on charity work mostly funded by our Org. (ex: start up donation for a smaller event) to show good character on our part. Jim responds with the potential of cross- functionality, and liable protection with (god-forbid) an occurrence at one of our events that could effect the name of another entity, including our charitable donors and vice-versa. This just needs to be discussed more in depth with the community and the effect of working together with neighbors. The donations are supported by the board, and will be discussed with the news of final finances. Alchemist note to go out about cross pollination with BWB who also is open to proposals for funding projects from the Alchemy, LLC. community.
Org Transition Update- David
Timeline: Asset lists now. Need to be given to lawyers. Will slam in new Org, have officers in place and begin wind down of LLC. Alchemy, LLC. will exist until Alchemy reports are in. Current Board will remain in place until close of LLC. Elections will begin in December, for January position.
Alchemy 2014 Scheduling-
Issues with the scheduling because of busy season, Only date available with a build weekend has a tear down cut off of Monday at noon to Effigy hill. Then the rest of the day to get everything torn down and out to the storage container. Other option has no build weekend.
Financial Update- Dusty-
Budget is written up, getting with bookkeeper to pay sales tax, spend down on items directly related to the event and possible donations. Waiting on APW item wish list for replacement and necessary items for Org.
Insurance update- David
Insurance good, no claims made from Alchemy 2013. Insurance has shown interest in continuing to work with us. YAY! Income tax paid for AAA for 2012. State taxes paid and settled, and time to dissolve AAA.
Euphoria Afterburn Report Status- Trevor-
Changes made, there was a burn. Report had to go in before retroactive status could be determined. Numbers add up, Good Job!
BM Regional Status- BM Advisory Officer position- David
The appointment of an adviser, original advisory document says: Advisers shall be appointed by consensus or by majority vote of the board at a standard meeting of the board, with qualified applicants provided by the Burning Man regional contacts. Their services as an adviser will not disqualify a candidate from future work allowing an adviser to continue from one org to another as Black Rock, LLC or BM RC's so desire.
Requirements: The appointment of the adviser as Black Rock, LLC. shall be confirmed by the Board at a standard meeting of the Board.
Under Georgia law we must not simply confirm. The board must appoint them and the board can remove the adviser if we desire to remove them. We will select from nominees that Burning Man provides. Burning Man has the check and balance to give us regional status, not control of the Org, from external positions or within the Org. including RC control. They have a right to know, but no obligation to be informed as currently written, so any appointed adviser does not have to attend meetings but must make themselves liable to remain informed through meeting attendance, etc. to be a good adviser and serve the community well.
Georgia State Adviser to the Board and advising the event leads will keep us in line with BM wishes and regional status; BM may choose representatives they believe will do this job well in representing their wishes. These are the rights of BM to the Org under state law. In complying with Burning Man and remaining a regional, we have network connectivity with resources and neighboring events, and support for and from these networks.
Past due minutes: July 2013, August 2013, September 2013- Sarah-
July and October are posted. August, September, and November will be up before the end of November. Sarah will be constructing September 2013, while Carissa works on August and November.
MOTION: Chair motions for a Chili break.
Everyone agrees with the motion,
(And at note of the Secretary... The chili, which the Chair made himself, was so delicious that community members should come to the meetings because they could share in the deliciousness and in the awesomeness of being involved. Jusssss sayyyyin'.)
Euphoria ELT callouts-
Cant not be done by this Organization as the LLC will have dissolved by the projected Euphoria date.
While on the subject, there is an Organization who would like to submit a callout through Alchemy's Channels for Event team Leads, if the Board will allow it, for an unnamed event to be held in March of 2014.
ACTION: Send callout for event team leads for Yet-to-be-named Organization through Alchemy, LLC. channels of communications for a yet-to-be-named event they will be having.
Bylaw feedback from individual BOD members-
Only changes agreed upon will be discussed here.
*Quorum voting must be majority plus one to pass any vote, to prevent a minority of board passing any decision.
*All electronic polls must be non-anonymous, as in a signed electronic poll to verify all parties involved are aware of their vote.
*Committees- One board member must be a part of each committee created. They may attend committee meetings as little or as much as they would like but will be the liaison between the board and the committee just as the current procedure remains with the board now.
*Term limits- Elected receiving term limits, Appointed positions (Business hippies) with no term limits at intervals of one year and at discretion of board (ex: Secretary or Bookkeeper allowed to remain in specialized position as long as they wishes to do the work, and the board feels they can do the work needed.)
The Elected receiving term limits allows for someone to take a break from board duties and possibly work into helping our community in new ways, say a board member becoming an ELT or to start a committee, etc. Some of our greatest strides have been when the Org has been in crisis, also trusting the community to step up and support the continuation of our community and to allow for and encourage change.
The Board agrees that term limits are good for: the board, to allow fresh ideas and to keep people from getting burnt out; and for the community, to allow our community opportunities at other positions such as the board member having to find a new way to participate or a new community member the opportunity to become a board member. If the board needs any member for a specialized role and they have reached the capacity of their term limits for the time being then the Board still has the right to appoint them for a team or committee to fulfill this need.
Agreed upon that elected positions will come with the term limits of 4 years on and 2 years off. (Two elected terms and one full term off)
*Individuals who have attended any paid event or function managed by the Org. within the previous 24 calendar months are considered active members of the community with voting rights. Discussion on how to register as a voting member will be decided upon later. Not bylaws.
*Removal of board members, want to have a public notice on removal of board member to allow community to speak on behalf of the member, or the member to speak on behalf of themselves.
*Compensation of Directors, not guaranteed (may, but is not required to) but the possibility and flexibility of compensating Directors would allow for potential exponential growth beyond a system that could be well run by volunteers, also allows for support and services to remain paid and it is noted that board and its members that decides to compensate will not receive compensation to prevent furthering of personal agendas.
*Note to Community, at the quarterly meetings any changes to bylaws will be presented to the community with the ability for feed back. Public notice of amendments and request to community for feedback.
*Definitions- All ages events as a foundational belief within the creation of this Organization, protecting this belief within the bylaws should be supported. Allows future boards to amend this, but makes it a little harder and clearer to the community if this changes. Allowing Org support for certain events that are not all-ages, but specifying that maintaining an environment that supports the inclusion of children within our community is important in terms of burns being a cultural movement and something more than just a party, and being inclusive to as many people as possible. Our Org is the one of the last remaining in the region that allows all-ages.
The problem is how do we support this in our bylaws without limiting the Organizations ability to hold an 18+ event in a limited scope if we want to? Supporting community thrown events, that allow for subsets of the community to possibly host an age -restricted event is also important to include for those within the community who would like that atmosphere.
This discussion will be continued after consulting our legal consultant on terminology that will neither limit nor restrict some of these important points.
Internet team volunteers Report- Trevor-
A few people responded saying they would like to be consulted, but there are enough opinions floating around, and one responded with having a little extra time during the week. Once the new Org is solidified there is a need for the current internet committee lead to establish what specializations he might want and to do a callout for these needed positions.
Communication Plan- Trevor
Support and proper attention to the Communication plan, Chair tables to internet for time.
LLC spend down Wish List-
Replace canvases, a few new shade structures, generators, more totes, shelving. Etc. Possibly another large circus tent, APW is working on list. Needs list submitted by the end of the week, other wise APW does not get burner Christmas. :(
Inventory and asset list- Carissa/ Sarah (ALSO Inventory Manager/ filing cabinets)
Inventory asset list is being compiled and Quartermaster is working on Prices. Carissa to talk to APW about a post Alchemy inventory or just work on wind down for new Org. Compile papers for LLC wind down and lock down.
PW/ Quartermaster Update- Carissa/ Sarah-
Waiting, Sarah has attempted to Contact Quartermaster multiple times to resolve inventory for wind down and has not heard back with the Alchemy inventory.
Walker County- Dusty-
Church fixed their broken window at cost, $75. The Pastor's bible was taken, and the emotional damage caused by that within the Churches community is heartbreaking. The Org would like to show support to the Church but liability in showing support might confuse our community support with taking responsibility for the event that occurred. Discussion is still in play as to what may be done.
CONFIRM UPCOMING MEETING
Trevor and Sarah's house
December 15th, 2013
MOTION: Chair motions to adjourn. Meeting ends at 7:36pm.