[Noisebridge-discuss] Draft " " Consensus Proposal

[John Shutt]

Hey all,

We had a meeting tonight! Here are some notes:
https://www.noisebridge.net/wiki/Meeting_Notes_2018_01_16

Also, the latest version of the consensus proposal, read out at the
meeting, is here:
https://www.noisebridge.net/wiki/Noisebridge_Space_Program#Consensus_Proposal

Best,
John

On Sun, Jan 14, 2018 at 9:58 AM, John Shutt <john.d.shutt at gmail.com> wrote:

> General consensus is no, most of the active members live in San Francisco.
> Would be cool to get to a position where we could help seed new
> hackerspaces in other cities, though.
>
> Sent from my iPhone
>
> On Jan 14, 2018, at 9:13 AM, Jack Hz <jackhertzmail at gmail.com> wrote:
>
> 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
>> 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
>> 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.
>>
>> Best,
>> John Shutt
>>
>> _______________________________________________
>> Noisebridge-discuss mailing list
>> Noisebridge-discuss at lists.noisebridge.net
>> https://www.noisebridge.net/mailman/listinfo/noisebridge-discuss
>>
>>
>
>
> --
>
> EMjoy!
>
> Jack Hertz
>
> https://JackHertz.com
>
>
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