Meeting Notes 2018 01 16
Notes from the January 16, 2018 Unmeeting
Introductions:
John - Help with Noisebridge money stuff Jarrod - Volunteers here and likes to work in the woodshop. Tends to know where a lot of stuff is, but not as much anymore these days. Augur - Functional programming, laser cutter class, Haskell class, random things She/They Leo Madrid - Consciousness researcher and does work in theoretical physics and quantum mechanics. Here to connect with the community about installations and has an installation that may take up 50,000 sqft at the World's Fair. If you go to the World's Fair website right now we're on the front page. Ryan - Has been a Noisebridger a couple of years now and likes helping people and helps run the VR stuff. El Jefe. He David - Starting an Etsy business, 3D printing James - Been coming here a few times to do some work in the electronics lab. Attending the meeting because I have a lead on a possible equipment donation. Osman - Audiovisual performances and installations
What is Noisebridge? Augur: Community-run open source anarchist hackerspace where you can come and work on cool projects and hang out Osman: Hack on things, learn new skills Augur: Don't sit off in a corner
Announcements:
Leo: World's Fair at the pier next to AT&T Park, Pier 26. 65,000sqft space, March 10th and 11th. worldsfairnano.com/sf Ryan: This Thursday at Microsoft Reactor there's a VR meets neurohacking event that me, Alex and a couple other Noisebridge people are participating in. It should be really awesome. If you have some free time around 8pm on Thursday night come by and see some cool demos and listen to a couple talks. It is on Eventbrite. SFVR meetup event. Osman: Wednesday next week (January 24th) I'm going to perform at a place called The Bindery at Haight-Ashbury, at 7pm Ryan: I've been working on a Noisebridge pitch deck for showing the potential donors or spaces, and I'd like some preliminary feedback after the meeting on it. If you have a couple minutes please come over and see me, I'll show you what I have. It's not 100% finished but partway there. Jarrod: Supervisor Hilary Ronen is coming to visit the space. She's the supervisor for Mission. Hoping later on during the discussion period we can organize some sort of cleaning day or time or something. Jarrod: Women's March is this weekend, starts at 11am or 12pm at Civic Center. Possibly 11:30 start and march at 2:00pm.
Financial Report (January 12, 2018):
Noisebridge has $86,379.08 in the bank.
_Breakdown:_ $43,957.03 in the general fund, which is over 7 months of critical expenses. (SEE NOISETOR NOTE) $20,364.66 for Noisetor (SEE NOISETOR NOTE) $4,498.74 in the equipment fund $3,021.64 in the Thomas J. Shutt Memorial Foundation $1,412.96 in the broadcast fund $2,137.28 in the laser maintenance fund $375 from Friends of the Public Library to reimburse Circuit Hacking Mondays for kits $200 in the Accessibility Fund $179.77 in the Elevator Repair Fund $232 in the Sewing Fund $XXX in the Roguelike Celebration fund (placeholder—all roguelike moneys treated as general fund until we reconcile numbers)
Financial Notes:
The Thomas J. Shutt Memorial Foundation has been registered as an independent nonprofit in Pennsylvania and obtained independent 501(c)(3) nonprofit status. Now that its status is confirmed and it has an independent checking account, I will be transferring its funds from Noisebridge to the new organization. Our first grant will be a small competitive scholarship given to a senior graduating from Thomas’ high school this spring with an interest in creative writing.
@patrickod looks like noisetor.net/finances is down, so I can’t calculate Noisetor’s recent revenue, only expenses. The total in this report is therefore lower than the real total. The most recent Noisetor donation I have recorded in my notes is from October 9, 2017, so any donations past that date have not been included in my calculations here.
The sewing fund was seeded by a donation from Vice for shooting a documentary interview in our space. It’s always existed, but is being tracked in the financial report for the first time after a reminder from the sewing crew.
What’s up with the Roguelike Celebration? I haven’t heard from anyone involved in that for quite some time.
The laser maintenance fund revenue and expenses are being tracked here: https://docs.google.com/spreadsheets/d/1c3LHJ4RYClrEC-8m4VBMEjJU_KorokSuVbW3CiaB84A/edit#gid=0
Current Consensus Proposal:
  Consensus Proposal
1. Noisebridge’s lease will end in August of this year. It has been made clear to us that it will not be renewed under any circumstances.
2. Noisebridge must survive not just as a nonprofit that exists only as a paper entity and bank account, or as a diffuse online community, but a physical location in the city that is accessible, near public transit, properly zoned for our use, and able to accommodate our growing size.
3. For this to happen, we will need to move. Our two options are to raise a lot of money to purchase a building that could serve as our permanent home, or raise a lot of money to sign a lease on a new location. Both options require much more money than we currently have and big new revenue streams.
4. It would be much better for us to purchase a building than to sign a lease, which would leave us vulnerable to future rent increases, and direct nearly all of our future revenue into our landlord’s pocket instead of investing it into real property we own outright.
5. The preferred option to finance a building purchase would be to borrow money from individuals through simple promissory notes secured against the building being purchased but without any liens. This method was successfully pioneered by Alan Beatts, the owner of Borderlands Books, whose customers loaned him $1.3M to purchase a permanent location on Haight Street in amounts ranging from $250,000 to $10,000 per lender.
6. The terms of the note are simple: Borrower pays 3% interest on the principal to the lender once per year, for nine years, with a balloon payment of the entire principal at the end of nine years. There is no penalty for pre-payment.
7. Mr. Beatts has shared the promissory note he used, which we can modify for our own use. He has also offered to introduce us to his real estate broker, lawyer, and accountant, and provide any advice he can, provided we have clear points of contact and an efficient decision-making process.
8. Financing and purchasing a building is a large undertaking that will require us to make hundreds of decisions between now and the end of August regarding loans, grants, purchase agreements, inspections, and professional services. If we can not make these decisions efficiently, we will not be able to purchase a building (or sign a lease, for that matter), and Noisebridge will be displaced by fall of this year, maybe permanently.
9. The “administration” of Noisebridge, including our bylaws, nonprofit corporation, board of directors, and board officers, are basically our API for interacting with the outside world. Internally, we make decisions through do-ocracy and consensus. When we need to work with the outside world, we do so via that API.
10. Brief description of the way payments work now: Most of our payments for critical expenses, like rent, utilities, and garbage collection, are automated. Most payments that can not be automated are made by board officers — the treasurer (John Shutt), president (Patrick O’Doherty), or secretary (Victoria Fierce) — either online or by check. In rare cases payments are made by co-founders of the space who have access to our bank account, Mitch Altman or Andy Isaacson.
11. Looking at our “API,” the most logical points of contact for cutting checks, entering loan agreements, and signing off on purchases are the board officers: the treasurer, president, and secretary. They have the clear legal authority to enter into agreements on behalf of Noisebridge, and their roles will be clearly understood by people outside of the Noisebridge community.
12. The current board officers are John Shutt (treasurer), Patrick O’Doherty (president), and Victoria Fierce (secretary). The board of directors can choose to retain these three as board officers or appoint different people. When doing so, they should follow the lower-case-c consensus of the community.
13. The current board officers must consider whether they have the bandwidth to do all of the work involved in acquiring a new building. If they simply don’t have the time, think someone else would be better suited for the task right now, or would rather spend their Noisebridge time on other important tasks like fundraising, press outreach, party organizing, safe space volunteering, teaching classes, or simply hacking on fun projects, they should pass their title to someone with lots of time and interest in doing paperwork.
14. The board officers of Noisebridge are empowered by consensus to enter into loan agreements, building purchase negotiations, and legal contracts on behalf of Noisebridge in the interest of acquiring a suitable building to be our permanent home. Any FINAL lease or purchase agreement will require additional full consensus.
15. Board officers are expected to follow their best understanding of lower-case-c consensus when making decisions. They will be efficient, but not hasty. They will seek feedback on major decisions.
16. Major decisions should not be surprising or unwanted by the community. Board officers must keep everyone as up-to-date on their actions related to the hunt for a new space as possible, given time constraints and the fact that everyone is a volunteer with a day job. At the bare minimum, they will log all of their actions and write a report once a week that can be read at the Tuesday meeting.
17. As a practical matter, certain details about purchase negotiations may need to be kept off of the public Internet, to avoid being undercut by real estate speculators. For example, we may discover a property listing that has not been posted publicly, and do not want to alert competitors who may bid for the property. Or maybe the city hints that they may offer a city-owned property for sale at a discount, but negotiations are ongoing and it may not be the right time to reveal details to the press. The specific dollar amount of any bid we make when negotiating a building purchase is something else we will probably want to keep offline until the deal is closed.
18. For any details that are kept off of the public Internet, board officers must still flag that the private information exists. They must share that information privately with any member who is interested, with the proviso that it should be kept from the press and any possible competing bidders.
19. It is expected that a follow-on consensus proposal will outline a vision for what Noisebridge wants and needs in its new home, and that board officers will follow that vision in all of their work.
20. Nothing in this proposal implies that all or even most of the work in acquiring a new space will be done by board officers, or that their voices have more weight in making big-picture decisions. The sole purpose of this proposal is to empower them to make the hundreds of necessary executive decisions to pull this off, and to act as the points of contact for the outside world. The board officers do not make big-picture decisions themselves, but implement the consensus of the community in an efficient way.
21. This proposal does not expand the role of board members or board officers beyond what is necessary to acquire a permanent home for Noisebridge. For example, this consensus proposal empowers a board officer to acquire a $50,000 loan on Noisebridge’s behalf to purchase a new building, but would not empower them to acquire a $50,000 loan to purchase new fabrication equipment once that building is secured.
22. This consensus proposal will automatically expire after eight months or after we move into a new building, whichever comes sooner, and would need to be renewed by full consensus.
Discussion of Consensus Proposal:
Ryan: Are there any positions that need to be filled on the board to fill all the requirements for the city regulations John: We should be all set legally. Alex: We previously consensed that we dont need a full consensus for putting a deposit. John: I think it would be helpful to outline the expectations for the consensus process. Alex: Exact amount would be needed to kept offline. John: I'd consider slack as a public channel. But any participant that would like to know more would be able to reach that information. Ryan: Have we found anymore buildings since last time? John: basically the doagram is that people who have money to invest, people who want noisebridge to exist. The fact that we are a non profit might give them a tax reduction. Ryan: is it possible that we could have a second versionof this consensus that's like a summary, that we can put on a page and hand out. John: I th'nk the main thing wit this is nit the language since I wrote this in an hour, but to iterate on this. We'll need around 1.3M referencing Borderlands property, might be even more. Ryan: I kinda got confused with certain oarts, is tere any stuff in there f we do think about renting out space, I feel it would be in NB's best interest, and we dont need to worry about subletters. How would we l'cense a space w'th subcontracts in it. would we do that or would it become a portion of a rental agency. Alex: It sounds similar to what they have in Sudo Room, Omnicommons. John: NB would raise the money, and NB would be the owner of the property. We'd be paying them to manage NB's property. Ryan: Then we dont need to worry about that stuff
Corey: If you need some advice on acquiring a property like this, I have a friend.
John: We definitely need any kind of advice.
Corey: I have a number of people former techshop, can not only rent NB space but also turn the wood studio into a school. With other people curating other tools too.
Jarrod: I wanna make sure we're answering the questions related to the new space
James: I have a quest'on about the proposal. Hows the pricing on the bonds?
John: That was an example from Borderlands bookstore. They dealt with a bunch of people who loaned him money who are lawyers, and their legal advice to get a lien. they want borderlands to exist, adn even if borderlands doesnt exist in 9 years, the property will still be valuable enough to cover all the loans.
Jarrod: How does borderlands pay their mortgage and loans at the same time
John: They dont have a mortgage, they only have the loan.
Ryan: Would there be any conflict if we end up doing SF comminty land trust loan repaymement?
John: Thats an option we could pursue. There is 100 year community loan trust. And at the end of the day somebody will need to sign a bunch of paperwork
Alex: There is all the cases like Soma project, we cant rely on any land fairy giving us a new place.
Jarrod: This needs to be separated and clarified. The background should be an addendum.
Jarrod: this is also on discussion list and slack. if these dont make sense completely here, feel free to read and comment.
-----End of John's consensus item-------
- https://www.noisebridge.net/wiki/Fiscal_Sponsorship
John: Mailing List, Slack, and Read out at meeting. Put item on wiki.
- https://www.noisebridge.net/wiki/Current_Consensus_Items
James: I found this on CL, this guy is looking to get rid of his Electronic Hardware equitment; spectrum analyzers, logic analyzer, osciloscope etc. He's asking for 8k or give away for free to a 501c3. Are these something that we'd wanna get?
John: If you reach out and cc treasurer@noisebridge.net, we can link our 501c3 docs to him.
Ryan: do we have an short text for this?
Noisebridge letterhead link: https://www.noisebridge.net/images/9/94/Letterhead.pdf
Alex: If a bunch of logic equipment could be sold, can that be considered as fund raising?
John: I think we sold some books in the past.
Jarrod: I think ppl doacratically did that but thats not something we encourage
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David: Thursday and fridays after food runners, we can bring the excess food to NB. but we need some more people to help while the car double parks downstairs.
David: there is an alternative for RDWorks, LightBurn (still in beta).
Ryan: Check out the NB pitchdeck, I'd love some feedback.