[Noisebridge-discuss] Draft " " Consensus Proposal

John Shutt john.d.shutt at gmail.com
Sun Jan 14 09:29:48 UTC 2018

Hey NB-Discuss,

The discussion has already started on Slack, but I threw together a draft
of a consensus proposal describing how we could obtain loans and execute on
buying a building to ensure Noisebridge's survival.

Feedback wanted and welcome! This isn't meant to be a final text, but we
will need to reach consensus on something efficiently (preferably end of
January) since the clock is ticking on our current lease. I hammered this
draft out in about an hour on Friday morning morning, and spent a few
minutes tonight making slight modifications after feedback on Slack.

I plan to introduce an NBSP; proposal at the next Tuesday meeting, but
seeking additional feedback in advance.

Here's the text:

  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 in Noisebridge in the interest of acquiring a suitable building
to be our permanent home.

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

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.

John Shutt
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