[Noisebridge-discuss] Draft " " Consensus Proposal

John Shutt john.d.shutt at gmail.com
Mon Jan 22 20:29:08 UTC 2018

Hey NB-Discuss,

I refactored my consensus proposal, breaking out background information
into an appendix, following feedback from Jarrod at last week's general

The proposal itself now consists of 15 line items instead of 22, and all of
those items should be "new stuff" rather than FYI's. I also modified the
language of item #7 per feedback from Kevin (removing the vague phrase
"legal contracts") and changed all the "shoulds" to "musts" per feedback
from Naomi and others.

Would appreciate any additional feedback before tomorrow's meeting, where
I'll be reading out the revised draft for the first time, for possible
consensus on January 30th.


On Wed, Jan 17, 2018 at 12:01 AM, John Shutt <john.d.shutt at gmail.com> wrote:

> 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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