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These minutes Nov 16th, 2hr meeting

Nov 15th 2011 Future of the Space committee

Opening statement read aloud:

This committee has been convened because of conflict of purpose and dissent within the membership. Its primary goal is to promote a unified understanding of the direction and purpose of this organization. Its secondary goal is to discuss and propose specific options that that will fulfill those purposes and propel us in a productive direction.

In other words, what is the future of the hackerspace? How is it going to work?

This committee is: A place for open discussion about long-term and large-scale goals
& is not:A decision maker: it makes proposals to the board which members ultimately validate

This committee is: An opportunity to brainstorm and share serious concerns
& is not: A place for small gripes and day-to-day concerns, we have bigger fish to fry first.

If you have something important to say, please say it here.
Be excellent, but make your difference known.

Marshall: With that, let me set the timer.
Danny: Auto-gavel is better than egg timer + gavel: noted.

Mission Statement (Martin)

Martin - Original four had different visions. Cannot speak for other three.

put money in to do three things
least important to most...
garage with tools (like other hackerspaces),
meet with other people (knew nobody on arrival),
Share knowledge & experience in constructive ways

Martin was investing with an idea toward growing resources, and freely share, do things safely (within limits of law).
Business-Centric model: more ideas should go out than come in, more stuff should come in than go out.
bylaws may be idealistic, Martin thinks his ideas are fully-contained therein

Passing the torch from this model, does the space evolve to 501(c)3
Do we buy out the original investors? Do we get together to give them back?
We thank you for starting this, but we need to move on

We aren't ready for that. Not ready to withdraw unless..
Martin does not want to pull out from the space unless the membership has disparate ideas that they want to take in a vastly different direction.

Main objective was to have a place to get together and hack on things.
Want to make sure we stay within legal bounds, remain open and public
This is a social business with two purposes which must both be fulfilled
1) Social mission: advance needs & wants of membership and keep hacking
2) Profit: and reinvest back in the space
Open to any format of structure, not concerned about recouping investment.
(within legal bounds) We need to be legal, tidy, by the book.

Mike is about in the middle on most of these points.
Two years ago, none of the founders expected to have more than 40 people. This is amazing.
Strong and different opinions built up. We need to find middle

Nathan/Marshall: Clarification from Matt & other, do you all want them back?
Martin does need his investment back, but only when he leaves
Mike would like to recoup - at some point
Matt does not care.

Jeff: How much has been invested by the founders?
Martin: Matt $7200, Martin $22k, Mike $1.8K {Citations needed}
[General 'well shit son']
Matt: So that's where all my money went.

Jeff: Mission Statement
more than just a workshop where tools exist
We are becoming a part of something greater.
We should all be involved in what the space is and what the direction is.
The space is defined by its members, and they are the greatest asset
What is it like to be a member of a community
DO NOT let the founders investment squelch the involvement and investment of new members.

Why is the space here: really about community. Access to tools is useful (laser cutter, mill when I don't break it)
having things together we can't have alone is wonderful, but that's not as important
The entire membership should be proud to be a part
community community community is the stump
Members are most important, we must not scare them away
If we grow to 150+ members we can't just be a place just to use tools. Would not want to be a member of that hackerspace.

We need to decide what we are: hackerspace or tech shop
1 tech shop: subscribers get tools for their money -
2 hackerspace: strong community, expecting to help things grow via his contributions

Matt: rebut
One of the reasons we are a hackerspace is that we DO have a space.
We pay the bills and have the facilities here, that as much as the members make it a hackerspace.

Marshall: mission statement
Wants to share in enabling technologies. Communication and collabortion critical.
Democratization of technology means access to cool toys for everyone.
Collaborative effort brings our collective knowledge together.
Cooperative funding gives us access to those resources we couldn't otherwise afford.
Important to allow people to have a part in ownership, this has been denied {citation needed}

Martin: rebut
Community is central to the mission of the space. Must be in balance with getting things done.
Noisebridge has broken down in that regard frequently {citation needed}
Only when there is a need to invest should investment be accepted.
When Marshall wanted in, time was not right.
The time is now.

Danny: mission statement
Coffee shop model does not work.
We want to actually do stuff and get building.
He pictures learning by doing.
We need much tougher tools, stone soup has resulted in crappy tools
Even Danny does not want use these poor tools. They always need work.
Nobody can come in here and have a running project: we don't have the space (especially delicate things)
*grumble grumble* facilities important, if we work together we can afford better.

Martin: brief interject
Embrace the power of "and" [community and tools]

Hannah would like to hear from people who haven't spoken, Marshall feels we must proceed (noted, but overruled)

Nathan: mission statement
was self-interested to begin with. He can drop in and use the tools.
Now if he drops in he sees his surfer-group. The gang he is in with. Friends.
The effort he puts in is directly proportionate to the community feeling.
If this is just a gym membership, he will come in and take what he wants.
Not just saying this because of the god damn hippie van.

Hannah: mission statement
visited light, air, (ratha's space) and matrix create
Both places asked at various times 'what is a hackerspace?' - she had to figure out what that was.
For her a hackerspace is a great toolshop where you get a gestalt of all these people.
The people make the hackerspace 'What do you think of this?' is favorite question - I get to geek out!
Look at your awesome thing and it's fun. Not your thing
Embrace the power of 'and'

Mert: mission statement
- was involved in places where everyone dispersed to his garage. Had tools there.
When they got together more things happened.
He enjoyed collaborating with people who were smarter and had better ideas. He enjoys being part of community.
Wants to learn from other people and see what people are doing. Opportunity to learn and do things and get neat tools here.
All together as a group

Derek: mission statement
The Robotgroup has been organized for 22 years, they had a shop like this for a couple years
Since they lost the lease and everyone lost their jobs he has been looking for a place like this.
One of the things he can bring people to is a place that isn't an apartment.
Wants to get access to things you can't own. Lease space. Nice workspace.
Smallest space you can rent is ~1k square feet.
Ten or twenty people can support it and use it as a meetings space for linux clubs and enable all sorts of things.
Meet in a place they can actually do some work once in a while.
Place to get to work.

nathan: clarification
Austin air cooler and der luftcoolers works on one vehicle at a time
Their stuff is unbelievable because they all jump in on one thing.
We couldn't do this without help. Elbow to elbow.

[Time exceeded, Marshall desperately corrects notes]


       Business models: Mannah statement of options

Straightup NFP 501(c)3 charitable organization
Space Federation
Associated NFP and LLC (dual action man)
Expanding the LLC using the Co-Op

Jeff: Interjection
Wait. Stop.
Are we ready for this? Is this what we want to do?
Why are we here? What are we doing?

The committee should give an overview of our future, we scheduled time for agenda items.
We have some. They present possibilities that we need to know about.
We did not receive many submissions (EG yours), so we must proceed with what we have.

We aren't ready to talk structure, we don't know the problem.

Marshall: Valid point, but people who submitted items deserve the time they allotted, and we already have a plan to accomodate a discussion.
Hannah: Jeff has good point, but we aren't ready to overhaul this.
Mike: Recommend you stick to structure. It is working well so far.
Hannah: Let's take a break and discuss this...

Reconvene, 1 agenda item added, 4 abbreviated to 'informational'

Informational discussion of previous agenda items
Added item: Evaluate current structure

We added this and we want to stick to getting information on these structure types.
We want to learn things about potential structures, gather questions and research.
This is an investigation of what we need to know to learn something about our options
Let's start with the structure we have now. Who can speak to that?
(Matt is a founder, he raises hand)

What we have now, LLC
The way we work now...
We have an LLC which is formed as the quick and dirty stop-gap way to get this working
We just wanted to get it done. Have a way to get insurance and a bank account
Wanted to focus on respecting needs of members, this is why we drafted bylaws and had feedback
Schizophrenic because we have a board and LLC, they don't have defined interactions.

It is supposed to work:
LLC has a say in financial decisions: which is to be fair - alot
Martin: clarification
In actual fact the LLC vetos and signs all documents as the entity to the outside world.
they want a laser cutter, let's make this happen. If we can afford it (LLC checks) it happens
Our bylaws are online, you can read 'em.

!As we read the bylaws that's not true... (interrupt)
(Martin/Mert disagree about power of LLC too quick for my hands)
Nathan: (talking too)
Buying-out Martin's disproportionate investment. Are the Shares still even value?

Hannah: Order, we need to look at that later!
Mert, please restate your objections.
(resume with quiet)
Mert: The LLC has veto power over any decision of board or members.
This is not intended to be very broad?!
Did you intend to limit it somehow?
Was the LLC an expedient, or are there other factors?
Martin: This is meant to be a check and balance system, external entity keeps things steady
Martin wanted LLC because he was familiar with it as a business: it works. Has worked for him.
*Consider for agenda item next time*

Agenda Item: 501(c)3/NFP
Mert: looked into 501(c)3
It is not that difficult, seems to be how we intend to operate. LLC was expediant but wrong
How will we convert to a NFP in a way that is fair to LLC members?
Major benefits!
In return for living up to certain requirements, we can receive donations on a tax-deductible basis.
We can be eligible for grants for NFP - often lots of $
Dues would not be deductible! You can't get (tax) breaks for giving regular membership
Does not mean you can't make money, just can't go into people's pockets, must go to tax-exempt purpose
EG: educational, charitable, community
Any donations are given to tax-emempt purposes, it must be given to another 501(c)3 or to the government
We can't take our stuff back out.

As a part of Rotary, 504(c)3 they have more flexibility
you can write that off as taxes.
Martin: EG IEEE
You can justify this as a write-off
Jeff: Clarification
Why should we be a 501(c)3?
We by our existence benefit society.
We can facilitate donation. We deserve grant support
We can explicitly say what we are doing anyway (being excellent).

Paul: would people be able to come here and engage in for-profit members?
Mert: I believe so, but any incomes must further the space
Martin: NFP without charitable side should be studied. Mert thinks it is about as costly and as difficult to apply.
There are more B1 than C3 - martin notes that when the 501c3 charges anything, it becomes property of the organization.
Direction of the space and space usage, how are we restricted?
Does the government regulate this? Can they come in and stop people from engaging in specific business.
Mert: believes this is up to the corp, the organization type does not affect what the business model is.
Martin: Regardless of what model exists, the organization is outside of government hands unless ATF, guns gasoline restricted stuff is involved
LLC can have for profit ventures inside, NFP co-working is not legal, cannot have profit ventures inside.

Matt: Point of order, would like to see what the real documentation says.

Jeff: Objection. Getting into a lot of specifics at a time when hardly anyone has done any research.
We can spend an entire meeting saying things that we think we know, we need to go into it.
Want the organization best for us. We need a high-level menu. A summary

Marshall: Clarification
Hold on, that's what we are doing. We are getting information, we need to decide what we want to research
This is a first meeting, please stick to the structure. We aren't seeking answers, are seeking questions.
Please, we have an agenda. We do have people that did research, that's why the agenda is here.

Yes, here is my research

Good. My agenda item now? Pretty please?

Space Federation: a super-organization of hackerspaces.
They have done this many times, they know the ropes. We should appeal to these other spaces for advice.
Outside expert gives us details and the benefit of their research so that we can take what we need from them and then ignore the rest.
Love the idea of having a passport, interoperability - use the boilerplate of other organizations and modify for our own nefarious purposes.
That is a huge knowledgebase, self-interest suggests we look at it.
Specifically, they offer:
Fiscal sponsorship - board reads, digests, and goes to talk with the program director
- Legally embodied entity has known cred with outside world as NFP (grant opportunities)
- The fiscal sponsorship takes the donation - if the outside entity makes the agreement, then the donation is charitable and we get the full value of the donation, minus the 10%
- The Space Federation is a 501(c)3 proxy - a space borrows the 501(c)3 status and acts like a non-profit under the umbrella of the Space Federation
- If someone donates a lathe, we get to use it, but it still belongs to the school factory. It is in the contract that they will donate
- Outside expertise (training wheels) can become the real thing. They can transfer this NFP factorystuff to us if we change to NFP later.
Lots to offer, encourage you all to read it later

Martin: I was going to talk about this attached LLC model...
Marshall: Cool, do so. (Martin retracted this from the agenda earlier because of the LLC 'where are we now' topic)

AGENDA ITEM detour Hybrid LLC/NFP model

Microsoft as an example of an LLC working with a NFP (B&M Gates found)
The two are joined at the hip - this makes more paperwork
No real coupling between their admin heads. Seperate org models
For us, this is an option to have a business on the outside, charity group inside. Can't be other way around.
Every person encompasses the space, this is everything tit for tat, taking care of business as an LLC. The exterior entity
The NFP exists to support the members, their ventures within.
Marshall: rebut
We could move to that if that's what we want, but that's so much overhead.
Space federation fiscal sponsorship is a good idea, check it out.

Nathan: Objection
That's bullshit, it's a ponzi scheme. They can't take our %10
We can do anything they can, we can be a NFP, we don't need them.
Marshall: [being grumpy, paraphrasing here]
With respect, you're wrong. We can't just be a NFP. It takes a lot of paperwork and time to do right.
If we keep this LLC model (avoid forfeiting our stuff to charity-dom) and avoid all the scrutiny of NFPdom we can do our own thing.
PLUS grants, donations, larger community cooperation.
Attached orgs like Martin describe would be a nightmare to manage. This is 'when we need it' and a support network of 50 spaces.
We don't know how to do this, and the fee could be worth it. It's right there up front.
Please read before you criticize.

Matt: Yes. We need research. I will research full co-op model, Brandon Wiley gave us some research already. Will work with him

Nathan: Do we have a legitimate discussion on members only list?
Mert: blended model: would I be part of the LLC or non-profit as a member?

Any other Proposals for Research?
Any other Proposals for the board?
[hearing none]


This is a social business with two purposes which must both be fulfilled

    • 1) Social mission: advance needs & wants of membership and keep hacking
    • 2) Profit: and reinvest back in the space

Martin put money in to do three things
least important to most:
1) garage with tools (like other hackerspaces),
2) meet with other people (know nobody),
3) Share knowledge & experience in constructive ways

Why is the space here: really about community. Access to tools is useful (laser cutter, mill when I don't break it)
We need to decide what we are: hackerspace or tech shop
tech shop: subscribers get tools for their money
hackerspace: strong community, expecting to help things grow via his contributions

Nathan: We all want to do pretty much the same shit. (stress dichotomy between gym and coop)

Hannah: I think we're all on the same page now regarding mission statement and tools vs community.
all: nods, nods (can we move on?)

Conclusions! Research is needed
Matt & Brandon: goign to research a co-op. Will be able to present factual info.
Martin: Flesh out LLC/NFP
Mert: NFP and the role of LLC according to bylaws
Marshall: Present space-fed to the board.

Objection, we can't just research and start presenting these options.
This is out of context, we don't even know the problem!
10k foot view must be on the wiki. Executive summary, keep to paragraph. click to learn more.
We can't spout what we think, we need to verify what we know.
(tons of people come forward suggesting ways to do this online)
Martin: Mailing list for that, done. I just made it.
Marshall: ..uh. Agreed Jeff. That's what we're doing. Research and asking people to research questions
Jeff: (object loudly)
We need to bullet point - pros and cons.
We need to have deliverables. We need to figure out a timeline.
Most importantly, problems we have with the way things are must be discussed.
What is it we can't do with this structure we have?

Marshall: Dude... you're killing me. This is what we've tried to organize.
This is brainstorming, but it's structured. We need to flesh out the mission as we go.
The detours will happen, but we need to stay on track.
We needed your agenda items /before this meeting/ so we can plan.
You're angry all over our ideas. We do have a plan here.
Jeff: I just think we're doing this backwards, we're doing this wrong and ignoring the problems.
Marshall: Noted. You just volunteered. I'll give you responsibility.
Do not pass out responsibilities too quickly, run with them first.

One thread per topic. No, seperate sandbox!
[New suggestions are brought up from around the room]

Hannah: Google doc to be shared by everyone regarding agenda
Jeff will write on it, and we all tear it apart.
Martin: Marshall and Hannah administrators of discussion list.

Please itemize:
Communication between all members
10k foot view.
What is the problem?

Mandie: What have you discussed? Dunno. I just got here.
If we haven't discussed different ways we can change - we need to know what we can't achieve now that we can't achieve.
What can we have and not have in each of these situations?
Ask our members? Why do we need to change, what is not happening currently.
Much of this stems from not knowing how it works currently.
Please present a clear definition of what isn't working.
Mannah: .. . . Right. On the agenda for next time.

Nathan: We need to figure out how to quit draining Martin's pocket!
Matt: (in answer to jeff's objections)
There are a few different ways to proceed. By looking at different structures we are going to learn what is important to us.
This meeting did a good job introducing that, I'm impressed.

Marshall: Well hold on, let me make sure my notes are OK (Ach. Fatigue.)

Presenting research on the wiki
discussing on the mailing list that martin created.
Google Doc organizes the agenda items for next time
Mannah admins mailing needs contact information.

Mannah thanks you all.
If there are big questions you haven't been hashed, submit them to the google Docs or mail about them