ALCHEMY BOD MINUTES: OCTOBER 2013

ALCHEMY, LLC - BOARD OF DIRECTORS
October 19th, 2013
Location:  Alchemy 2013
Scheherazade theme camp
 
 
1:15 Meeting comes to Order
 
I.TAKE ROLL
Sarah Griffith, Trevor Register, David Stabler, Dusty Graham & Ranger Nugget
Jacob Davis, General Counsel
Carissa not here.  Sarah taking notes.  Trevor running the meeting.
 
II. RECORD OF BUSINESS TAKEN IN SESSION BY BOARD SINCE LAST MEETING
 
1.     Approve not creating new PayPal account until after org transition.
Proposed: Trevor
Consensus in quorum.
 
2.     Approve Tunna purchasing 2 generators for approximately $2,184.84 to come out of the Org budget.
Proposed: Sarah
Consensus in quorum.
 
3.     Approve March 27 - 30 for Euphoria 2014 date and March 21 - 23 for build weekend.
Proposed: Dusty
Consensus in quorum.
 
4.     Approve October 16 - 20, 2014 for Alchemy 2014 date and October 10 - 12 for build weekend.
Proposed: Sarah
Consensus in quorum.
 
5.     Approve changing of Alchemy 2014 date to October 2 - 6 and build weekend to September 26 – 28, as the property is unavailable for our first two choices.
Proposed: Dusty
Consensus.
 
III. OLD BUSINESS
 
1.   Point of Parliamentary Procedure - David
     We note that we have a Board member with 2 absences this year, but have yet to meet the community Bylaws for notification.  Will follow through with notification and address this at the November.  Board enters executive session to discuss a personal matter.
 
2.     Financial Update - Dusty
a.     AAA, Inc 2012 Income Tax (9/15)
Paid 1 week late, due to some issues with the IRS filing process.  There might be an additional late fee due to this, which will be paid once we receive notification.
 
Jacob raises a question:  Matter still outstanding, AAA’s taxes were paid with the LLC account, so we should speak with our CPA about how this will be handled next year.
 
The 6 AAA Incorporators need to meet, preferably before year’s end, to discuss the dissolution.
ACTION ITEM - Sarah:  Contact all 6 AAA Incorporators and work out those details.
b.     LLC Sales Tax
Currently unable to pay those taxes, without the cooperation of the original organizer of the LLC.
Motion:  Allow Jacob to discuss creating an account to hold the money to pay to pay Alchemy LLC taxes in escrow.
Approved by consensus.
Jacob comments:  As Alchemy LLC’s  Bylaws do not specific the manner of dissolution, he recommends we investigate the option of administrative dissolution.
 
3.     Insurance Update - David
a.     Alchemy
Insurance for Alchemy 2013 was secured shortly before the event, at much less cost than
anticipated.  The budgeted amount was $14,000 and the cost was around $4,000.  That money will go to covering additional cost incurred during the build and burn.
 
For the first time this year, our insurance covered up to 5 million.  The coverage is overall very thorough and participants are also covered for some things.  The insurance company has already expressed interest in covering Euphoria.  Once the new Org is fully initiated, David will begin the formal application process for Euphoria 2014’s event insurance.
b.     D&O
Tabled until the new Org is created.
 
4.     Euphoria - Sarah
a.     Afterburn Report Status
Submitted to Burning Man.  The RCs had a few questions, which we will address after Alchemy.
ACTION ITEM - Sarah:  Bump Tareq’s email next week to finalize discussions.
 
5.     BM Regional Status
a.     Alchemy Status
Not before Alchemy, though retroactive might be possible, per Burning Man.
b.     BM Advisory Officer position – David
Still tuning up language in dialogue with BM RCs.  Process was somewhat put on hold due to Alchemy preparations.  Will be written in a way that will be consistent with the function of that role for our new Org.
ACTION ITEM:   David to continue working with the RCs on the officer position.
 
IV. NEW BUSINESS
1.     Past due minutes: July 2013, August 2013, September 2013 – Sarah
Due to some extenuating circumstances in our Secretary, Carissa’s, personal life, she has been unable to keep up with the minutes.  Sarah has also been unable to complete the minutes, as Carissa has the recordings and notes.  The minutes must be completed before the transition and before the next round of elections.  If Carissa can complete the outstanding minutes herself quickly, that’s preferable, but if not, she should turn over the recordings so that the Minutes can be updated.
ACTION ITEM - Sarah:   Finish July Minutes.  Work with Carissa on August & September minutes.
 
2.     Review and discuss bylaw feedback from community members given prior to Alchemy 2014
Still incoming.  Collecting more feedback via Connexus currently.  Only a couple of forms were turned in when Trevor checked.  The items suggested were briefly discussed and were things already on our radar.
 
3. Alchemy, LLC generator sold at Alchemy 2013
An Alchemy, LLC generator was sold to a community member at the Alchemy 2013 event.
 
3.     Org transition
a.     Transition timeline – David
Starting approximately 1 month after Alchemy so we have a complete inventory from Alchemy.  We need a complete list of assets to put on the promisory note, as well as an appropriate value on those assets.
ACTION ITEM - Sarah:  Discuss with Tunna (APW & Quartermaster) about infrastructure to replace pre-transition.
ACTION ITEM - Sarah:  During Tear Down, focus on getting the inventory as complete as possible.
b.     New bylaws
The lawyers have done their work.  We’re currently doing some minor edits based on our feedback and feedback from the community at large.
c.     Asset transfer
Waiting on the asset list from Tunna, the Quartermaster.
d.     New email list
Tabled.
4.     Elections
a.     Dates
MOTION - Sarah:  Announce nominations opening in the next Alchemist.  Nominations to open 11/3 and close 11/17 (Sunday).  Voting begins 11/20 and ends 12/4 (Wednesday).
Motion withdrawn.  After some discussion, it is agreed the new Org should do callouts, so cannot commence until the transition is complete.
b.     Administering - Internet team
ACTION ITEM - Trevor:  Communicate final timeline to the Internet Team once decided.  
ACTION ITEM - Sarah & David:  Reach out to ELTs and attempt to get TL physical address contact information.
 
V. CONFIRM   UPCOMING MEETING
 
November 10th.
Whose house?  Dusty’s!
What time?  3pm
 
VI. ADJOURN 3:31pm