Board 2006 04

Basics

• Facilitator: Seamus
• Scribe: wren
• Time: April 18, 2006 17:15 PST
• Place: Free Geek meeting room

Agenda

• Commitments
  • Check with Joe on bylaws (laurel)
  • New Director Agreement (Joe)
• Free Geek Gresham (Oso)
• Budget update/budget expansion
• Board vacancy
• Trademark & Startup
• New hire debate in council

In Attendance

Seamus (facilitator), Shawn, wren (humble scribulator), Marie, Joe, laurel, Oso, Richard

Old Commitments

• Laurel will find out what it will take to make the bylaws amendment official.
  Joe says that for such a minor change, it's not necessary to bother the IRS.
• Joe will review and revise the New Director Agreement.
  Changes made on the wiki; Board approves current form of agreement. Laurel will tidy it up for presentation to potential new Board members.

Free Geek Gresham (Oso)

I sent an email talking about the worst possible scenario, but events have overtaken that for the most part. I gave some presentations sparking interest. Mayor and co coming by for tour tomorrow. City of Gresham really wants to see this happen and is willing to put money, but budget for 2006-7 is already set. 5~25k$/year possible for 2007-8. They're thinking more long term, so willing to move slowly to make sure to do it right; which dampens enthusiasm a bit. They're talking to Microchip & LSI about it too. We're also looking for money from Metro. The problem is the rent, costs almost four times what it is here, which Metro can't really deal with.
First/fundamental question is, do we really want to do this?

• seamus: two questions: what's up with Ray?
• oso: haven't talked with him yet, though he's out of the picture
• seamus: Big plan for dealing with gresham sucking bodies out of Free Geek? How many people could step in to fill the holes here?
• oso: I don't think that's a problem. Floor shifts are the problem, not higher administrative things. Everyone's stepped back form the "how do we do this in two weeks?" problem, and moved more to "how do we do this with a ready known budget?"
• lar: how does this relate to umbrella organization and sister freegeeks?
• oso: currently thinking of gresham as less of a branch of fg, more of a sister, or at least thinking it may change over time.
• marie: <ponders> I'm struggling with this because my head wants to support this, but my gut says "Danger Will Robinson!" Ups and downs of viewing non-profits over the last many years. Relying on gov't money is the single most dangerous idea. Use to be NPs trying to get money from the gov't, now it's NPs trying to get money because of gov't cutbacks. Worried about pulling things away from here when things are so fragile. Still haven't had the pay cut repealed, still haven't recovered hours from major deficit, not enough time for coding things as is, will have even less time out there.
• oso: won't be a wash, but we need to start thinking now of how to deal with the ever growing pile of stuff coming towards us. We're not proposing to follow through, until we have the money from the gov't. ... We do a lot to self-fund compared to any other NP. Grants aren't a sure thing either.
• lar: It may be really appealing to expand into gresham to offload things. But I find the whole sister FG model to be a lot more appealing because it's a lot more robust. They need to find their own leader to do things, and just contract us for assistance. They need to find people to commit the time. We shouldn't take on the management, vision, administrative, etc.
• marie: so that org would have its own board, etc?
• lar: yes. And we can coordinate, cooperate, share excess material and volunteer flow
• oso: worried about if we let them go for theeir own 501c3, then they'll end up the most corporatized top-down thing possible. We haven't figured out yet, how we're going to franchise out.
• rfs: one thing that one corporate entity has over two, is that we could have a position shared between the two on a more structured level. Also opens us up to problems
• joe: might want to think regionally rather than state level. Might want chapters/franchises for crossing state boundaries because of different laws
• lar: maybe we should put gresham to rest until we talk about trademarking etc
• oso: ray issue resolved, gresham thinks we're awesome, so yeah let's move on. We should let our expansion ideas drive this discussion rather than the other way.

Budget update (rfs)

Small error in very last item: workers comp. No payment yet this year, but was prorated. Accidentally used quarter number instead of month number. Bottom line, making a bunch more money than anticipated, spending a bit less than anticipated. Donations up. Monitors down, slowing influx? Recycling income up: two main factors, reengineered structure (new vendors etc), price of gold is way up (600$/oz). We weren't planning online sales yet, but Dave prodded Tim, so... Unsolicited grants are just large donations we got without trying to get them.

• seamus: what's up with the forklift?
• rfs: old one is repaired (1000$ covered by volunteer) and is back.

Rewiring building (network cable contracting out Nathan) is the Other Facility. Program Supplies also over but a small number overall. Short Tills also way over (that is, under/missing), mostly from business. Utilities also over (oso: new AC system? rfs: also water for leaks. oso: we'll get our plumer to call them about the leaks, they'll credit us for it). Volunteer Rewards is because we've been ordering pizza for departing visitors.

• marie: do we know when we'll repeal the pay cut?
• rfs: it's a priorities discussion, because now we actually have money. Costs approx 5% of what the payroll line says; about 2,300$ per quarter.
• seamus: One of the old wiki notes was saving up money to pay for people's vacation time? Is that recorded?
• rfs: it's not
• seamus: why not?
• rfs: it hasn't been a problem before, but legally we should be able to pay it on the day people leave. We've paid Marlin, laurel back. Back vacation thing sunsets this year; new policy, must spend vacation in year earned or next calendar year.
• Shawn: <revisiting the education coord, printer intern, paycut discussion>
• rfs: we're also down one person because Massew left and hole from Massew/John Tester/Marlin is open again.
• wren: cf the monkey knife fight in tonight's council.

Budget expansion (oso)

big issue, cash reserve. Old board set as a minumum reserve one moth's operating reserve (~40k$, we have 10k$ now). Wages, staff costs is an ongoing issue; changing one thing changes them all. ~2200$ per full time employee per month. Minimum people to be open another day is about 7; might get as few as 5 at first, there're about 11 people here at any given time now. Remodeling and equipment are one time only decisions. Lighting, acoustics, classroom ~20k$. Mezzanine ~2k$. Bailer ~14k$ (will earn +1.5k$/mo). Perfect projects to get foundation grands for.

• seamus: motion to push this into another supplemental meeting, because time is short.

Board Vacancy

• marie: (summary) Bob Griggs resigned for lack of time. Council discussed it and thought board should discuss priorities. I'm thinking someone with strong financial/economics, CPA or day-to-day. I know someone but...
• seamus: timeline?
• lar: this month will be first month of the normal timeline (i.e. "july"). Next month would be meet & greet. Then month after that would be elections.
• rfs: other thoughts were secondary legal support, and how close to in the middle of freegeek are they (getting someone a little further out would be good).
• seamus: I'll encourage people at council that boar meetings are open to visitors.

Trademark & Startup

• oso: we met with Cole Haver, trademark attorny. We registered our trademark federally on the 6th anniversary of corporatization. Also looking into TM certifications, looking into a list of what it takes for others to be able to use our trademarks; usually for products, but we don't really have products. Process'll take 6~12 months for the registered TM to go through.
• seamus: do we have agreements with others who're currently using it?
• oso: no. but common law gives us some strength because we've used it for over 5 years. But we also have proof of communications that they got the idea from us which shows ownership of the name. Attorny wants us to write a letter to each of them to have them sign over the TM back to us.
• rfs: chicago (activist), penn (help help help), michiana (together), olympia (together, splinter?), and columbus established. arkansas and tacoma are newer; tacoma wants to charge 1k$/year dues for members, which are the sort of problems we'll run up against. They're still trying to form.
• joe: we may want to send a cease&desist
• rfs: but do we want to do that? Where do we talk about that sort of thing?
• lar: it may be fine
• oso: lawyer's given us the option to draft a letter re trademarks, telling them about things and that we'll want a centralized structure.
• seamus: what are our relationships with the current seven?
• oso: I think they're scared and'll go along with it.
• seamus: will the other freegeeks have some input?
• joe: let me clarify. the goal for the lawyer is that we want to consolidate and have the name.
• rfs: yes. (re seamus) I think everyone wants to have a democratically controlled thing to ensure the mission for all. We're talking about having a congress this fall, may even to fundraising to get people here.
• seamus: I see tension between the current state (portland is it), and some continuum of it's mostly pdx but there's some other decisions elsewhere.
• oso: I was thinking each state would be a region with their own board and one of more freegeeks, each of which would have their own community council.
• seamus: fears that other freegeeks might think of this as a play for control.
• rfs: C7 has also talked about how to get provisional fg status, there are some notes on the wiki.
• seamus: is his likely to change bylaws or mission statement?
• oso: not mission, and I don't think bylaws for many years yet.
• marie: there're other models like Habitat for Humanity.
• oso: there's the chapter model (red cross) too
• rfs: Jeff Kane says we want more of a franchise model, otherwise whole thing may die of dispursion.

• marie: (to oso) you're saying we're choosing to raise money for bringing people here for this congress over our own money (for operating reserve, etc)
• oso: it's not a limited fundraising pool
• marie: I'm really worried about how fragile this organization is financially
• oso: nobody's talking about spending money we don't have. Some resources should be allocated to help people come.

New hire debate in council

Postponed to Council

New Commitments

• Laurel will tidy up the New Director Agreement for presentation to potential new Board members.
• Oso will give another update on Gresham
• RfS will give another update on finances
• Seamus will email after council meeting tonight regarding additional meeting for finances and scribe/facilitator for next meeting.

Next meeting

• Wednesday, 12 April.
• Facilitator:
• Scribe:

   * Budget review