Meeting Notes 2019 06 25

These are the notes from the The XXXth Meeting of Noisebridge. This is also a BOARD meeting

Date: JUNE 25 2019

Note-takers:

   Lemons
   Tyler
   Ryan

<Lady Red copyedited notes in before posting>

Moderators:

   Lady Red

Board Meeting Agenda:

1. Elect officers

   It seems like we have general agreement that Tyler should be the new Treasurer, so this could be a good time to make that official. 

2. Review your bylaws, discuss procedure and substance for possible amendments, at least for amendment procedure.

   Our bylaws currently have no amendment procedure, which means the board can de facto amend them by majority vote. We ought to discuss if we are comfortable with that or if we want to make it harder to change our bylaws. Krebs thought this seemed important.
   Also, I’d like to discuss if we see value in enshrining consensus into our bylaws somehow. Not a simple topic, this could be just the start of the conversation

3. Receive a financial report from the Treasurer 4. Authorize a budget 5. Review and make the required annual report to the membership 2. 6. Receive a report from Perkins Coie (Alice the Lawyer) about what they have found regarding our situation with the zoning department and our options for a new home for Noisebridge. We’ll publish as much of that as seems prudent

Lady Red- we need a Quorum of board members so 5 Members as we have 9 members of the board Lady Red- We need to go through our bylaws, we need an amendment procedure Lady Red- I think we may want to make it more restrictive than 50% vote to avoid Noisebridge being taken over by a rouge board Lady Red- this is the first board meeting in person Lady Red- review the annual report Tyler- we do not have a budget, but we have an annual report

Items 3 (), 4 (), and 5 () require quorum Nicole (@garrdn) is joining

We have reached a quorum!

Report from Perkins Coie

Alice- legal council for past 6 weeks, we are trying to raise funds more normally, currently limited as a pro bono, but learned about having some other issues, Perkins attorney has been helping out as pro bono land use, real estate, and zoning to looking our issues, Rachael will

Laura: printed copies of issues list, circulating to all present.

Laura: will go through the list with us about our issues.

Laura: NB is looking to enter a lease for 668 Guerrero.

Laura: addressing the topic of "development impact fees" for current space.

Laura: we have still not seen the original copy of the proposal.

Laura: construction of notice of violation

Laura: proper permits had not been filed,

Jared,- someone complained that we are a public facility which we are not zoned for. Then we did not get zoned for that, we then talked to the city and convinced them we are a community space which is a certified provisional use of our space.

NB could be qualified as a community facility.

$92,000 was the cost, "development impact fees" ( one specific to the Mission, one for public transportation )

Matt: why would the fee impact us if we move?

Ruth: if we undo the construction does that undo the fee?

Laura: I did not think of that

Shutt: from garment shop to community facility ... needed to legalize the use of space. wasn't a construction fee, it was a use fee. Would that change of use still happen?

Laura: fees were assessed because of PDR -- typically when commercial -- certificate of occupancy. "use change here" -- assess fees.

Step 1: fees apply to new, non-residential development. Development = definition: construction. Step 2: fees are assessed by the change of use. Additional construction done here, would not have the same fees again.

"pulling construction permits wouldn't matter because the change of use still happened"

ANOTHER LAW FIRM: SMALL LAND USE (Ruben, Junius, and Rose), was pro bono work,

http://www.reubenlaw.com/

Jared- was it a reduced fee or full pro bono work,

Laura- they might have a more factual background

Jared - we reached out to ReubenLaw - so that we would have an application in the system before the "Directors meeting"

code enforcement not moving

I have the letter ... describes impact fees ... I (Jared) can forward to you right now

Laura- we are not sure if we are able to reach out to the other law firm,

BOARD or OFFICER COULD GRANT AUTHORITY for PERKINS CONTACTING RubenLaw(reach out to the other law firm that helped with permit strategy)

Lady Red- I, as president, give permission for Perkins to reach out to the other law firm, do any Board members oppose? (none do) We will move this to later, as we discuss new space.

NEW SPACE

Laura- *passes out legal analysis* Analysis for 668 Guerrero, we reviewed lease from the landlord

Laura- Zoning of property is RH3 - the quietest residential zoning

Laura- NB is "community use" facility - conditional use permit is required. Current non-conforming commercial use -- as the law applies in 2019 a commercial facility is not allowed. however, at one point, it was. Specifics of planning code that apply to RH3 district.

"Special limited commercial and industrial use"

NB has to qualify as "limited commercial and industrial use" has to be more than 1/4 mile from some special districts - the space is not more than 1/4 mile than the special district - it is by Valencia District

NB does not qualify (we do not sell anything that fits the designation, we do not sell any convenient community goods (bodega, grocery, corner store))

Land use and tax purposes

• if you are a renter as a 501c3 do not get an exemption as an owner
• different status as renter vs owner

Can we piggyback on nonconforming use we are within a fourth of a mile of a Commercial district (Valencia Street)

Question - what is the most natural zoning category for Noisebridge? Legal advises: NB is most naturally a "community facility"

LadyRed: what is the classification most likely for NB to be allowed to move into other spaces? Legal: We didn't fully analyze that, it depends on where you are looking.

Option 1: extend the existing lease (negative impact: 92k impact fees. Might have to pay anyway) Option 2: extend the existing lease and look for other new locations Option 3: enter into 668 Guerero lease - Legal does not advise this

Laura, and Alice- We do not recommend going into the Guerrero lease at this time, it is extremely landlord friendly

Lease from the landlord is copy-paste from the internet. We have been planning to rewrite it.

NB not in a position to sign the lease as it was given to us

Current lease for 668 Guerrero: permits, zoning, etc.

Talk to the landlord about lease terms, allow abatement of rent while NB is pursuing proper permit ...

as liability stands in the current lease: NB is responsible for paying rent while trying to obtain permits. CUP takes estimate 6 months.

Ruth-- if we expand to the space below would we need to do anything?

Laura- I did not have time to look into that

DECISIONS THAT NEED TO BE MADE

Laura: as a business matter -- *how does NB feel about paying 2 rents at once*? This informs our negotiation strategy

Laura: how does NB feel about paying rent while permits are pending?

Nicole (remote): Is Noisebridge's best route to just find another PDR or other appropriately zoned space?

Laura: YES -- something to look into - community facility use.

Some zones are helpful with Permitted by right spaces can avoid a number of these issues

Jarrod- "Find my zoning" on the SF planning website https://sfplanning.org/zoning

Matt- We have an estimated cost of 50 grand for renovations, and 50K in options. To pay for those, We need to raise revenue by 200000 over the next four years We could lower renovations and options cost, but that still leaves us with 150K+ in extra rent to make up in revenue over the full span of the lease

Andy - How does the city want to see us? What is the most natural zoning and land use for Noisebridge?

Laura: "Community Facility" makes sense ... different workshop areas may lend to PDR

It's possible to apply for a Zoning letter of determination (it is public and it can hold a lot of weight) which permanently sets your zoning. This takes about a month and is permanent so you have to be careful.

Q: Is it possible to get multiple zoning classifications for determination?

A: would have to go through zoning determination letters. Off the top of my head, dual use is not common. Primary use.... accessory uses maybe? One use will be classified as a primary use, other uses are accessory.

Jarrod- On the third story of a space, many PDR spaces are not allowed

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Board Meeting Start

5 minute break

Board meeting back in session

Attendance is 6 of 10 board members:

   Lady Red
   Ruth Grace
   James (@jslack)
   Steve
   John Shutt
   Nicole (@gaardn)

Board members not in attendance:

   J
   Lee Azzarello
   Naomi Most
   Victoria Fierce

Note that J has moved away.

Agenda Item 1 - Tyler for Treasurer, confirm existing officers

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Likely no formal process has taken place for naming the current Treasurer. Likely that Nicole is currently the legal Treasurer. ...Has been updated previously on the wiki, for what that is worth.

Treasurer history (most to least recent):

   Nicole
   John Shutt
   Patrick
   Naomi
   Danny O'Brien
   ...(some other folks)...
   Kelly (the first formal treasurer)
   The Abstract Concept of Treasuring as a Thing We All Do as a Chore Together

Can we add a second CFO or assistant to the Treasurer? Tyler would be okay with it; could be done without a title. Lady Red feels a title could be helpful. Ryan feels having others able to sign in place of the treasurer is a good thing. Could already be possible with other board members. Nicole is cool with continuing to assist.

Raised Tyler to the position of treasurer:

   unanimous approval by the board.
   note: Making Tyler a board member needs a board election from membership. 

someone: it would be best for board members to be people who have interacted w Noisebridge in the last year. prevent people from owning the domains etc where people at current noisebridge don't know who they are

we can do a board election later this year in an attempt to add Tyler and remove J if he's not interested in being part of the board anymore not being able to contact someone means they're not interested in being on the board anymore

Ryan: can we check once a quarter to get board members to reaffirm? Ruth: once per annual election is enough Lady Red: according to by-laws: if you miss 3 board meetings you're automatically out Tyler: at least one person on the board should have all the contact for all the other people on the board Lady Red: I looked at a list of board members document and it didn't have Lee on it, that's why I didn't message him about this

votes for other positions president (Lady Red) - Unanimous secretary (Victoria) - Not Unanimous treasurer (Tyler) - Unanimous

when did the president change happen? Ruth ran the election among board members for president for fundraising (we needed a president for grants when Patrick stepped down)

Everyone who's cool with Lady Red being president

J: It's weird when something changes like the president and I didn't know about it.. kinda sketch (others explain that it happened in summer 2018)

for a long time, the identity of the president was secret

Steve: is Victoria still involved? Ruth: ran gala and burned out Steve: I feel that's a "yes" Nicole: not comfortable with Victoria being a secretary because she sabotaged some important things for noisebridge James: not sure what you are referring to Ruth: are you sure she did it on purpose? Steve: my feeling is that Nicole should not have to defend her denial, like with membership James: this isn't membership, we're trying to have a transparent meeting right now where we're taking notes on what we're talking about. nothing to do with membership. Lady Red: according to bylaws, officers shall be chosen annually by the board John: potentially we should discuss the Victoria situation offline instead of in this meeting Lady Red: So at this point, we're not going to unanimously select Victoria, and we're not going to unanimously select someone else. if Nicole is not going to verify her -- I don't know what the voting rules are, let's just not do that one then. maybe we'll get a new secretary or discuss it for a while

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Next Agenda Item - financial report from the new Treasurer!

Tyler: this does not include a budget. a budget would rely on a decision of whether or not we would move. budget is materially different depending on lease and construction obligations (materially means substantially). This financial report has already been released to the membership.

Tyler: brief overview of noisebridge financials! Here we're looking at 2018 summary of income. we made 259K last year. that's skewed a little higher b/c we had 100K investment from Handshake, which is a crypto something, which was awesome, secured by Mitch. That brings us down to -- total operating expenses $60,000 rent (last year was $4250 for rent, at our last lease renewal in August we went up to $6500 which is the current rate we're paying for rent here), so that's why it averages over the last 12 months as 60K. insurance Krebs not significant in 2018 but was significant in 2019. Uncategorized is me summing together a couple of other line items, something I'm continuing to work through and going through bank statements to see what these fees were. We netted 108K. If we had not gotten the handshake donation we would have netted 8K

Year to date through may may for 2019 and 2018 I actually need to re-release this because there's an error here, the same number as the previous chart, copy pasted wrong numbers. Up until line that says Other under total revenue this chart is accurate. Utilities down a little. But 18K spent on Krebs. Comes out to 35K total expenditures to Krebs. This was the big thing driving our decrease in cash year over year. In cash, most of the increase is handshake and most of the decrease is Krebs. Even with removing Krebs our change YTD would have been 2K in cash balance, which means we're still getting fewer donations (it was 14K last year)

Lady Red: thoughts as to why donations went down? Tyler: cash not counted for a while. at least through the end of March, there were no cash collections, and we know we had at least one consistently active money thief. So we're losing money. That probably equates to about 2K per month, is what we had been historically collecting in cash. So that's potentially a loss of 6K to theft. Beyond that, I can't speak for some of the changes in our average donations. I know somethings are -- some things are weird bc we get small one time donations that cover a lot. for instance, when I redo this chart in a months time and we have numbers through the end of June, this will include someone had donated 1 bitcoin which has a market value of 12K right now. So that's the equivalent of having an extra months worth of donations in there. So it comes and it goes, comparing periods of this might be inaccurate if we had one person chip in 10K.. Where our money is coming from is something I'm still working on. People paying monthly or people rotating through making small 1 time donations? hard to piece out what the real answer is.

Lady Red: not enough info to find trends other than people were stealing stuff?

Tyler: yes. but also we weren't doing classes as much. CHM stopped. The general opinion is that a lot of people previously very involved were no longer involved. there's the idea that those people were teaching classes and were driving events in the space that would have generated more money last year than this year.

running end of month cash balances biggest change from July to August 2018 is from making 2K plus 100K donation in some months -- for a while we were relatively even, either making or losing 2K. The last -- mostly due to our expenditures towards Krebs -- the last April may it was down 5,6K. We've went down a lot this year. As of now, we are at 166K

Krebs had 2K retainer, but we were billed for extra hours, and we used extra hours.

Tyler will realign the bottom row of this chart

cash you can tell where 100K came in a trend worth addressing: before handshake we were at a break-even point. Once we got to 200K it's been a slow trend down. I think entirely due to Krebs. Krebs plus theft.

Steve: is x-axis the same as the one on next slide? Tyler: yes, Jan through may

monthly revenue

Ruth: end of year fire drill fundraising campaign didn't make a dent Lady Red: most significant thing on any of these charts is handshake donation, and none of us did anything to get that. Tyler: shows these donations are possible but potentially we haven't been reaching out to people for them Ryan: mitch and other nose bridges extensively talk internationally to other spaces, get donations from groups internationally. since we don't have much or Scotty anymore we don't have nearly the number of Chinese or Asian corporations who think about donating or Europeans. I don't remember how we got 20K during Jan 2018 but I feel like that's right about the time ... trying to remember what we did in December 2017, but I think we did something with a number of groups, need to look through our things.

Tyler: the 100K is in August but it didn't get added to this chart. will add note and re-release

John: I think it's possible to break out donations that look weird from donations that look recurring so you can get a feel of this comes from PayPal, stripe, cash, regular recurring donations that look pretty normal vs somebody gives us 1000. and see whether the regular recurring donations are covering the regular expenses. and then raise the alarm if it looks like regular recurring donations are not covering regular expenses.

Tyler: I have that analysis, not included in this annual report here. can include a slide here. 4 donation channels: stripe, benevity, PayPal, patreon, cash. One of the other issues is, a lot of times when ppl make these large donations, they go through Stripe or PayPal, that's where it becomes a little harder to sort out. what is considered large? go through each donation for each one of those channels for each month.

Lady Red: if you did have that kind of analysis of monthly recurring stuff. if we're asking people to sign up for monthly recurring and we're like, we have this level, we want this level, we can include that in the ask.

Tyler: The goal I want to set, a goal that I think we can hit, is 15K avg monthly donations we've had numbers above that before but our avg is 12K our avg during this year is like 9. so I think it'd be good to push like that for our average break it into 2 different goals: what should our avg monthly donations be, and find a way to get better info on our monthly recurring donations. one suggestion that Ryan and I had was pushing more people towards patreon.

patreon good at tracking not individual people but tier levels. you get different rankings based on what group you're in (starving hacker, platinum, etc). while you don't have the granularity down to -- not the public granularity of Ryan paid this much money -- is visibility of nb has 50 donators (patrons) who are supplying $200 per month. that's helpful for us to see what's a good recurring number. helpful to show to the outside world saying hey look at these people all coming to support nb, reasons you should. use that as advertising

Ruth: are patreon fees significantly higher than stripe? Tyler: higher, not significantly higher

bring in meetup data too to track if there is any correlation between big donations and meetups as far as cash goes

Discussion on Raising revenue

Tyler: thanks for bringing that up, want to point out different revenue drivers for nb, classes are a great idea for bringing more money to nb. props to Robert for restarting CHM. got pretty good crowds since he's been doing it. also Jarred with python class. both of them do a really great thing.

    at the end of the class, they round people together and mention that "hey this is all bc donations to noisebridge, and we need your help to continue to support and donate to nb". people typically donate right after that. 
    bad practice: when Nate did network hacking class, brought 35 people to nb and they were all sitting right here, and when it was done, everyone stood up and walked out the door. It was a really good class to bring ppl to nb, but if you don't mention to people or remind ppl that we rely on donations, people will be like free class, see ya, head out the door

Lady Red: one of the best ways people can help nb is to build these recurring classes. Recurring classes that have high attendance. If we had another circuit hacking Monday equivalent sized class on Wednesday and Friday we might have 15K per month.

Freddy: working on a SQL database recurring class for the notes

also interested in teaching Linux class

Tyler: spitballing classes totally encouraged. come up w better format for holding classes lot of people come in and ask that question, can I have an event here? usually, we say do-ocracy, do whatever you want. Lady Red: more support Tyler: this is more support, how you get on meetup, general class guidelines, this is what we expect on classes, cant be offensive, should mention to ppl that this is a community space that requires donations to maintain Bernice: announce and events. I have been peeved that people have been shunting things to me. I thought there was a group. but people think Bernice is in charge of events. Tyler: there is a general opinion that Bernice is in charge. but she's not. Ryan: Bernice gave me privileged access Ruth: there are multiple people, myself, Lady Red Lady Red: this is one of the most important topics for nb to talk about, but after Tyler: one more finance related item -- fundraising meetings. those were happening and stopped happening. a lot of burnout in the fundraising process.

    saw that Ruth posted a nice fundraising onboarding guideline. might want to get back into having fundraising meetings that occur at nb and we announce them and get a bunch of people involved. a lot of people ask to be involved, but we haven't had a lot of info or ongoing tracking or notes. fundraising notes should be equivalent to meeting notes so that if people want to get involved, they can see what's happening.

Ruth: We have been posting fundraising notes on slack and, more recently, discuss Ryan: don't need to go through fundraising meeting for tools donations, in-kind donations can go through small c consensus. a lot of groups want to donate materials but we have no room. money is what is critical right now. if people can focus on helping the fundraising group for getting grants and donations of cash, bitcoin

Nicole: speaking of recurring classes: I need help to set up a dedicated vinyl cutter computer in the space so I can teach classes to make custom t-shirts, bags, etc. the PC needs to be Windows, sadly, but I do have a Windows 10 license if needed.

Lady Red: moving on with board meeting, really appreciate that report. being able to see the financial situation is really important, as soon as we saw it we started spitballing ideas for how to fix it. might be the most useful thing we've done today.

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<General Meeting Interlude to do Philanthropist elections>

   Freddy is a philanthropist. recommended donating via patreon.

<Back to Board>

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Last Agenda Item: Review Bylaws - discussion on restricting board power

Lady Red: I want to get the board's feelings on our bylaws if we would like to make any changes. Josef Krebs said: notification requirements not there for certain meetings ... not having any amendment procedure is a glaring hole.

Tyler: move to have this raised to a consensus item, bc I think that is something that will benefit from long-form communication on something like discuss going back and forth. for instance "propose to edit 3 items within our board agreement, these are the proposals and why" Lady Red: I think it'd be fine to do consensus, the board can say "consensus has spoken, and we are the board, we follow consensus". but at this point, it's premature to say that I have a proposal. I just want to talk about it. We can't make a consensus item without knowing what it will be.

(Lady Red shows email sent by Krebs, offers to send it to anyone interested) James: post it to discuss Lady Red: yes. Lady Red - The noisebridge weekly general meetings are the 'membership meetings' in the bylaws. Ruth: does certain number of members have to be at each one? Lady Red: doesn't say that Tyler: from bylaws perspective, we don't specify the difference between big m and little m members. members are just member of community or members of noisebridge. Lady Red: I think actually that people who aren't capital m Members don't appear in the bylaws. they're not referenced in the bylaws in any way. Ruth: doesn't think members without capital m should be referenced by bylaws Lady Red: So, the bylaws describe a board governance procedure that we're really rusty at. It's been like pulling teeth to do this one meeting. In the longer haul, would it make sense to enshrine the consensus process somehow in our bylaws? It probably wouldn't be that hard - sample language is "Any action that the board could take can also be taken by a consensus item passed at a member meeting"

we could say consensus can do anything board can do.

James: but then people would ask for everything board can do to require consensus - to require consensus before the board does anything Tyler: something about veto power James: as a board what would we want to accomplish? Tyler: risk of doing it consensus-based that, for instance, Lady Red president bc we need someone's name on the grant applications and people will not consent to that because "why do we need a president", and then we never can apply for grants Lady Red: Right, the consensus default is always nothing happens, even if that's the worst outcome Tyler: requiring consensus for board actions would make it prohibitive to business

Steve: review real quick what motivation was for putting this in bylaws? Lady Red: in general while, I was talking to Krebs we talked about how weird the bylaws are and how they specify a board governance that we basically don't do. we basically govern everything by consensus. If we were to write our bylaws with the consensus process it could be something that other orgs could follow and we'd be setting an example. That was an idea Krebs had and I wanted to gauge support Steve: that's something I don't see as that important Lady Red: different note, another thing he said was a glaring hole is that currently there's no amendment procedure to the bylaws, which means the board has the power by default Steve: who has the power to change bylaws? Lady Red: the board has that power, by majority vote Tyler: that is a problem bc why? Ryan: for a long time board was never to do substantial changes to nb which includes bylaws of nb without consensus, that's the current issue. people worried about too much power being in one court or the other

Tyler: real issue: the fact that the board can change bylaws at any point in time by majority vote is not very secure for an organization and as a result people may be unwilling to provide us with money bc the issue is - right now, we don't have anything on our bylaws about how to handle donations, esp if they were earmarked (ex. 100K for continued economic empowerment in the mission) we don't have a way of saying how we will handle that money. that can go into our bank account and we can buy 2 dozen laser cutters. that's why people donating money will look at bylaws and say hold on you have no control over the money once we give it to you, so we can't donate it to a cause like that because you can just spend it on whatever you want. If we were to enact controls to protect the donation, we'd still be able to change it back in a single meeting

Lady Red: yeah it's very unstable. the most relevant point to this is the Reboot. Noisebridge was going to utter shit, all sorts of people living here. there was a big feeling that everyone at nb was either going to die or need to have some total rebirth. ended up being that the board go together and decided that they needed to take control, and get rid of consensus, consensus govt was main problem at nb bc nothing could get done. somehow board voted to get rid of consensus. a bit fuzzy on how this worked bc consensus is not in bylaws. the board attempted to actually do something. some other process that I don't understand, the board got kicked out. Someone who was there, help me out?

James: The people on the board came together to make decisions on behalf of the space and remove consensus. Basically all came to a meeting like now, and it was announced that that had happened, and it wasn't the board that made any real changes to the space, it was them declaring that consensus was no longer a part of Noisebridge that caused change at nb. totally palpable backlash of every person in the room. almost like a movie where a superhero hits the guy and knocks out of the stratosphere to another planet. everyone was like "absolutely never going to happen, get the fuck out". a lot of hurt feelings. a lot of people on that board left nb and never came back. they thought they were doing a good thing. then all these ppl came together to work on the space bc they were going to do it as a doocracy thing

Lady Red: everybody agreed it needed to be fixed but in the way, it happened board go thrown out, and then it got fixed Steve: strive only to do what is necessary and preferably less Lady Red: board attempting to do that is just as possible now as then. we haven't restricted the board in any way. Steve: general idea - I think we should meet again soon and talk about how we want to fix these bylaws. We ought to take the advice of these people(Krebs). take their advice. hash it out, think about it, and then take the proposed bylaws change and make it a consensus proposal. Sure we have the power to do it but we're going to present it to members. "this is an important change, we have legal power here, but we dont want to do anything that's going to piss yall off. so we're choosing to do the morally right thing which is to put this out for consensus proposal". maybe it'll be bureaucratic but at least we will have done due diligence and the right thing

Tyler: raise on discuss as a proposal with "these are a few of the key points that we would like to change about bylaws" and phrase it in way of the main goal here is to make ourselves more -- limit the power of the board, to make ourselves more attractive, to be able to accept fundraising. have financial controls such that if someone were to donate large money we can't just wire it out the door the next day. Lady Red: I want to start the ball rolling on this. it's one of those things that's really hard to know what the right thing is, not necessarily one right decision. Tyler: we could reform as a country club Steve: we have enough white males Tyler: they are all member-owned and run by a board, all 501c3 Ryan: hilarious and interesting Tyler: if we set up a putt-putt course just over there we would be fully qualified Lady Red: I hereby close this board meeting

Final Annoucements

Bernice announcement: I wrote that there's going to be whiteboarding and also a workshop on Sunday and we're going to go through it, found someone to help me, will put all relevant info on discuss, etc.

Sunday at 1. more structured than Wednesday freeform

The general meeting is over, next week a lot of stuff will be discussed in detail. Please tune in!!!!