[Noisebridge-discuss] Draft "&NBSP;" Consensus Proposal
jackhertzmail at gmail.com
Sun Jan 14 17:13:58 UTC 2018
I understand and appreciate the desire to stay in town. However, Pacifica
and other small local towns are struggling to fill commercial space. Is a
location outside of SF an option?
On Sun, Jan 14, 2018 at 1:29 AM, John Shutt <john.d.shutt at gmail.com> wrote:
> 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:
> &NBSP; 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
> 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
> Noisebridge-discuss mailing list
> Noisebridge-discuss at lists.noisebridge.net
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