Location: The Society Discord Group
Attendance: Board: Facilitator, Co-Facilitator, Ombudsman, Member at Large, Secretary, Treasurer, Archivist
Guests:
Meeting Items:
- Call to Order 4:06 pm
- Quorum Check – Yes
- Ombudsman’s Concerns – (brought up after the treasurer’s report was given)
- Discussion about the insurance check and whether or not we should pay off our credit card and put the rest of the money into a financial plan. Concern was brought up by the Facilitator about the landlord or insurance companies wanting some or all of the money back if the landlord also files a claim.
- Ombudsman: I don’t think anyone can come back to us to ask for that money back.
- treasurer: the only thing i worry about is people having discrimination against us and trying to financially hurt us. There was actually over $60,000 in damages, but $30,000 was our max and we need to prepare ourselves for potential discrimination.
- Co-Fac; I agree it might be unlikely, and I think it is prudent to put it aside in a separate account in case the landlord comes after us for back rent/civilly in court for something. We can get into the details more in a bit.
- Facilitator: The reason that i am concerned and the reason that i think it is prudent to hold on to that money is because at this point in time that amount of damage was everything in the space, and once the two insurances companies start talking about it the landlord could raise a stink about the $30,000 out of that $60,000 that we ended up with. Insurance Fraud could be a term they try to throw around because our insurance company went in and saw $60,000 worth of damage to not just our equipment but also the walls and floors which is what the landlord might be going to their insurance company for.
- Ombudsman: but we did not do anything wrong.
- Co-fac: the issue is if the landlord’s payout gets gutted because of the amount they already paid out to us, the landlord could come after us civilly.
- Archivist: technically we have a lot more ground to stand on, given they went in and did that work without our permission. but i agree it should be set aside.
- Facilitator: we just need to be careful in case lawyers get involved, and we have issues with the landlord.
- Treasurer: When i was putting in the claim, i described what happened to the place and they asked if we wanted to file a police report and press charges and i was thinking about what the membership would say and think they would just want us to get out and wash our hands. We could pursue that line if I am wrong, but i dont they so.
- Facilitator: yeah, we did not do anything wrong. We documented everything, we told them everything that happened. We just need to prepare for all contingencies. For that reason i want to make sure that we are prudent.
- Treasurer Report
- February 1 bank balance: $ 8,320.25
- INCOME
- GoFundMe Donations $ 726.46
- Website Income: $ 751.99
- (events, Membership, Donations)
- Total Income: $ 1,478.45
- EXPENSES:
- Rent (half rent): $ 2,158.00
- Water: $ 28.69
- Credit Card Details:
- Pmts Made from Bank Account: $ 613.00
- New Charges to credit card: $ 671.52
- Interest Charged: $ 118.94
- Total Expenses: $ 3,590.15
- OUTSTANDING DEBT:
- Back Rent Owed: $ 3, 419.88
- Credit Card Balance as of 2/28/21: $ 7,681.81
- Credit Card Balance as of 3/14/21 $
- Total Outstanding Debt: $ 11,101.69
- CURRENTLY IN BANK:
- Balance as of 2/28/21 $ 7,171.12
- Balance as of 3/14/21 $37, 690.63
- Detailed reports of expenditures are available for review upon request.
- Received an insurance check for $30,000 for damages sustained by the contractors. As nice as that number sounds, as the insurance companies start pinging off of each other they may be coming back to us asking us to give some of that back so it is prudent that we operate as if that is not there. We will talk about that in the interim. Depending on how it comes out, we may be already set for when we first open. We will be discussing more in a bit.
- Old Business
- Discord Policy
- what the procedure should be
- Facilitator: One of the things that was brought up was protections as well as methods for vetting people so that they are just not being tossed for malicious reasons. The board will be having a discussion offline where we are going to talk about a process. A reasonable thought process might be to create a tribunal (a board member, a random server person, a mod person) to review when people are removed from the server permanently.
- Q: Protections from what? Is the tribunal being voted on?
- Facilitator: We are not having the vote on it yet. We are going to add it to the policies. When we get to new business when we get to the new COVID operating procedures we are going to be tying some of this into those bylaws. We want that policy to have protections because the proposed procedures have given it some teeth. We will discuss more of that shortly.
- Comment: Be careful with words: Ban vs. suspension
- Facilitator: that is why i said permanently removed.
- We are still working on the policy as we work on our Operating procedures but we are operating as if it is already in place.
- Discord Policy
- New Business
- Web Hosting
- Web-Admin: Want to upgrade the hosting level with the hosting provider. Currently we had the most basic plan with Hostmonster which is basically intended for clubs and organizations but is not high use. We would like to go to their Pro Level. They will allow us to use what we have already paid and go to a new 36 month plan. The Pro is around $500 and we have about $250 in refunds if we switch leaving us about a balance of around $350.
- Facilitator: we have been buying stuff a la carte. will we be able to bundle all of those in those
- Web-Admin: no those are separate products
- Treasurer: I’m more concerned about the price per unit over all. Before we had some amount of money paid per unit time and now we have a new unit per time. Can you give me the comparison? Overall, we have this goal of creating this really high quality online environment, fueling that with amazing presenters (BNB has been doing an awesome job), and that is a lot of work and I want to make sure we have what we need to fuel that. Including volunteers.
- Co-Fac: this is so we can speed up the website.
- Web-admin: We originally paid $4.95 per month we, plus an additional $3 per month for back up. The pro choice is $9 a month more than what we are paying.
- Treasurer: ok, i thought you were talking about hundreds. I remember paying a good chunk of money at the beginning.
- W-A: In the beginning we paid $195 for 36 months and this is $575 for 36 months. IT was $304 total including the backup.
- Treasurer: When you sign up for something for those many months you are tied into a contract and when we try to cancel, it’s like getting into a lease and when you try to get out you owe for the remaining contract.
- W-A: we will be paying for the remainder of the $575 (minus what we already paid for the basic) for the 36 months.
- Co-fac: Does the $575 also include the backup, or is that additional as well.
- W-A: I think that it includes the backup.
- Secretary: We need to confirm that.
- Facilitator: IT is listed on their website as including it in the $575
- Co-Fac: so we are talking about a small amount in addition per year to dramatically increase our speeds.
- Motion by DaSade: To upgrade the website from the Basic level to the Pro level to increase the speed and capability of the website. (Approximately $350)
- Second: Secretary
- 5 yay’s
- Motion Carries
- Discussion of Online Operating Procedures
- Fac: In the online chat there is a link to the proposed operating Procedures. I have been talking to a few of our board members and having gone over our current bylaws and looking to see where we can modify the procedures in our current state and still offer all the protections. Basically, if you look at what that document shows:
- Added a category of Online Virtual Associate – allows online associates the ability to have member discounts on classes and events.
- Current Members as Associates automatically have the discounts afforded them as members
- When we have a physical space, the people who are Online Virtual associates would still have to take the 101 class and do the three visits to become a Member or Associate of the physical space. The fee they paid toward their membership would transfer to the physical membership.
- I ended up re-ordering some of the things from the bylaws because our bylaws are very hard to read.
- The categories of members had references to members having these rights and associates not but did not clarify what those categories and rights were so i rearranged them so they make more sense.
- All forms of members are called members and all forms of associates are called associates in the rest of the document (defined in the categories section).
- Broke down the definition of good standing and added that Any person who is under suspension from the society or discord is deemed to be not a member in good standing for the duration of their suspension. So, in the case of a temporary suspension from the discord server they would not be considered to be a member in good standing during that temporary suspension.
- Question was asked about lifetime members:
- Facilitator: we have been doing a lot of research where some of the rights afforded lifetime members is actually in writing and codified in a policy and have not been able to locate that.
- Changed the section of Dues to revenue and specified that The Board or it’s designates shall establish and regulate annual dues, door fees, class fees, and event fees.
- Specified what the vetting policy is once we re-open and included a section that says that anyone who has visits captured on a card after 3/2019 will have those visits count towards their 3 visits up to a year from when we re-open.
- Secretary: Brought up concern about members who have expired longer than a year and do not need to be re-vetted, being able to renew their membership
- BC: brought up the feeling of being disrespected because he can not become a voting member simply because he has not met the previous vetting process
- Facilitator: explained that the purpose behind this was because seeing someone in person and how they interact with people and play and behave in the physical environment is different than seeing them online.
- There are questions in the channel about why we do not let online members become a voting member, and the concern is that having someone who has never been to the space, never seen what we do, never seen how we operate being able to make changes to our bylaws, our policies, etc.
- K: If they want to be voting members and all we have is an online presence why they can’t become voting members. Let them vote. RIght now our bylaws don’t stand for anything.
- Fac: We have a bank account with $30,00 reasons to have a vested interest in what we do. Because people who vote will have a say in what we do with that money. People who have no idea who we are making that decision.
- Secretary: brought up the fact that we are Co-op and members own a stock in the company.
- Member at Large: feels we should automatically allow people to renew whose membership lapsed a year prior to COVID and half to take the 101,.
- Secretary will add to the agenda for our next meeting to discuss our previous members, and online voting vs. non-voting, etc.
- Another change: Also in order to be eligible to renew or join they need to not be currently barred from the discord server.
- For the Virtual Associate: in order to join.
- Individual Shall be Verified to be at least 18 years of age through the established Discord verification process
- Individual shall agree to be bound by and behave in accordance with: The By-laws, All Posted Rules, All Posted Policies, the Code of Ethics, and the rules and policies of the Society Discord Server while using the Society Discord Server
- Individual shall pay annual dues as established by The Society
- Individual is not currently barred from the Discord Server
- Rights and privileges remained essentially unchanged. Other than timing of things.
- Change of status can happen with written notice prior to 48 hours of any vote or town meeting with board approval. For associates: Associates can change their status to Member prior to 48 hours from a scheduled vote or Town Meeting with written notice to the Board.
- All rights of a Member are effective upon the date in the written notice pending review of the Associate’s eligibility to become a Member to be completed 24 hours prior to the next scheduled vote or Town Meeting.
- Should a review not happen within the time allotted, the status change will be automatic.
- Virtual Online Associates:
- 3-6.3 Virtual Associate
- Virtual Associates have no voting rights.
- Virtual Associates may become a Member or an Associate upon completing all in person vetting requirements and eligibility to hold the type of membership they wish to attain.
- per member concerns the board will be discussing that further when we meet in a couple of weeks.
- Compensatory member and associate members we changed a little bit:
- At the beginning of each new Board term, the Board shall set forth the policy for compensatory memberships for the current term of office (1 year).
- Compensatory Members shall have their membership fees waived
- Based on the needs of the Compensatory Member and the Society, the Board may reduce or waive all door and class fees for Compensatory Members or leave them unchanged. (currently in the Comp Policy but wasnt spelled out in the bylaws so we spelled it out here too)
- A Compensatory Member (Comp Member) shall have the same rights and requirements as the membership category being granted.
- 3-7 Removal of status
- No holder of a legacy membership may be removed from the organization, except by 2/3rds vote of Members present at either a Special or Town Meeting.
- Virtual Associates may be removed from the organization upon being permanently removed from the Discord Server.
- In the event of removal no refunds shall be given.
- We need to have a way to keep protections for member owners from losing rights of membership because with the server we can just remove someone but from being a member there needs to be a more difficult process.
- Fac: In the online chat there is a link to the proposed operating Procedures. I have been talking to a few of our board members and having gone over our current bylaws and looking to see where we can modify the procedures in our current state and still offer all the protections. Basically, if you look at what that document shows:
- Financial Planning
- Fac: our co-fac has a plan for how to keep us financially sound. In the past we were operating month to month, with no real plan to stay financially sound. This is just a plan, but we will most likely involve a financial planner
- Co-Fac: First thing is to set proper budgeting guidelines. Figure out our annual budget for virtual space, and then maintain at least 3 months of that in reserve. After 3 months, any additional will go into two separate accounts.
- Prudent Reserve Account: Maintain an additional 3 months of operating expenses in rotating investments. Like CD’s or short term bonds. THe money is working for us in an organization but we can still access it if we need it in an emergency break glass situation.
- Capital Investment account: anything above those two accounts, to be only used towards our new space.
- We want to place safeguards on both these accounts to prevent them from being touched without member approval.
- We need to make sure that we protect the money we have and that we are being responsible with it.
- The proposal would be to eliminate our credit card debt. Pay them off and maintain 3 months reserve in our main account which would leave us with about $26,000 from that $30,000 check. Then take $20,000 in the capital investment account and the other $6000 in the prudent reserve account.
- Treasurer: all of that sounds super awesome. I agree with you. The thing that i want to say is that in the time that i have been treasurer, we are not making enough money to cover expenses, so when you say things like protect that money from misuse, like get membership approval to go into that money, i don’t know how helpful that will be.
- Co-fac: The primary month will hold a 3 month reserve which means we would need to have 3 bad months in a row before we would have to dip into that prudent reserve account and by then we would have a member vote.
- This will force us to set an appropriate monthly budget which would be higher than what we want to spend, but that would be there in case we need it.
- Fac: We are going to set up a budget, we are going to set up procedures to not allow board members to just go in and take that money out, there will be procedures that require member approval for what happens with that money, etc.
- Co-Fac: the hope is that at some point we grow that account to the point that we are living off of just the interest from the account to pay our bills. We want real protections in place so that the membership has say, not just a board decision.
- Concern was still brought up about allowing online people to vote and discussion followed about why we do not want people who have never been to the space making decision about how we spend our money, or what policies get made or changed.
- View only Access to financial spreadsheet for bookkeeper
- Does Bookkeeper have access to the spreadsheet and our credit card statements?
- Treasurer: i can definitely share it with her but i don’t know if she will see it because she hasn’t been responding to my messages
- Does Bookkeeper have access to the spreadsheet and our credit card statements?
- Web Hosting
- Motion to Adjourn: Dasade
- Second: Co-fac
- all in favor: All Ayes
- motion carries
- Meeting ended at 6:13 pm
- Next Meeting Date: April 11th
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