FOTSC/minutes5
From ATXHackerspace
We stepped through the table. Corrections were made (see history for live edit) No new research for LLC, Charity, Coop Matt: We see these three possibilities as options. Our recommendation is X. We make a strong recommendation that the board take this to the membership. Mert: I would like to Jeff: What are the decisions we are making and why have we come to them? Hannah: I want to hear from everyone Martin: Ok, must say this first. LLC's can be refactored to almost entirely like a coop. In Texas all you have to do is restructure you Bylaws, because those are what you operate under. You would very closely match. You just have to front- Jeff: A faux-op? I'm not sure I can process everything. Matt: 1. Coop, pure coop. A coop in the sense of killing the LLC and forming a coop. Not really happy continuing forward as an LLC, or going non-profit. Jeff: What is it about non-profits you don't like? Matt: I have been involved in the bureaucracy of non-profits and it's been a huge pain in the ass. I'm ok, now that we've done research. I think it would be fine if that's the way the membership would go. It has a lot of problems... in the kinds of things you have to do (like taxes). We are more like a coop now, that isn't going to stop us from doing community outreach - we can continue to do what we do. Summary: 1 coop. 2&3 LLC or charity Mert: My first preference would be 501(c)3, 2nd choice cooperative. Least is LLC, especially as it is now. From a practical perspective we would operate much the same no matter what we do. I like the charitable org taking money off the table. It may encourage us to be a better community. Charitable status means companies & individuals are more likely to donate to us. HacDC cited the change as reason they got increased donations. Hannah: You expressed both positives of a charity that have been voiced. 1 is financial, there are plenty of those (and there are some burdens financailly) 2 is social, it would push us to do more. Which is more important Mert: I think the financial, honestly. Matt: I would like to follow up. I really like the coop idea in that it encourages a lot of member-owners, and I feel that makes them want to put time, money, investment, and really appreciate the space more. non-profit would be 'paying some dues', but less incentive to participate. Hannah: I have a really big problem with people citing finance as a major incentive. I see that as milking the system and not using it for the intended purpose. I feel this dilutes the 'be excellent' model to just do this for the financial. I see that you want both, but really tax benefits and donations in self-interest are the wrong motivation. If we don't have a mission and a goal we won't do all the things we were supposed to do. Mert: I don't agree with this as financial outweighing the social. Having goals to draw us together is... Hannah: I don't see 'helping people' as one of the major reasons people are coming here, and that's what a charity is about. It would be a major shift to redirect onto that mission. That needs to be the focus. Jeff: I like 501(c)3 because of financial stuff. What hannah said captures my opinion. I like the ideas. Madeline: Hi everyone! I need a member form. What's going on? How does this work? Sorry for interrupting! Hannah: No worries. Jeff: I came from a background of really liking the 501(c)3, I like the financial reasons and I think there is a strong potential. The important things I heard that I really liked are that Matt said of coops as a partial-owner it will motivate people to contribute. I don't think that's the case with 501(c)3 where people are involved in a cause. I'm not passionately interested in helping others. I would like to, but I think a coop more accurately jives with who we are. I know there are a lot of people who want to own a piece of the space. If by owning a chunk of the space people here are more committed and more prepared to step The coop is my first choice. My second choice is a charity, and the LLC/Fo-op (allowing buy-in) is the third. I would be happy with options 1&2, not happy with 3. Ownership needs to be distributed as widely as possible or eliminated entirely. Martin: My first choice would be a coop. After looking at all the options, it provides the greatest expansion of ownership and greatest focus of purpose. For the people who are interested in being core members of the space, they then form the focus of what comes next. The space won't thrive unless what they do. This would give use the most social harmony and business success, it would also interrupt what we are doing very little. We are almost already there. My second choice would be the fo-op. There are some advantages to the LLC as it exists. There aren't a lot of legal precedents (United Airlines) they simply expanded ownership... but those are S-corps in all cases. Danny hit it right on the head. I like harmony, I like continued operation, LLC-> fo-op would involve a lot of hand-wringing. Coops are not troubled like this, they are well understood and supported. The charity is something I can't support. It is antithetical to the space. The silent members are not helped by this. They don't just hang around for beer/sodas. For me there is no third option. I don't particularly like the way we are. The other two options are viable for me to keep striving to. Danny: What is people's interest in the coop? Is it money they can take home? Martin: Member-owners can get a chunk. Others can get dues. member owners buy a share & pay dues. Some people won't go for that. Hannah: My favorite option is the coop. I have gone back and forth between charity and coop, but the membership is operating like a coop. If at some time there is a mission that makes us act on our mission like a charity, we can do that later. If we act like a charity we might even lose members. They would have to commit to a cause. First choice coop. Second choice Fo-op. The ease of transition is a valuable thing. Charity is a long road.You need to have a group of people who are dedicated to your mission and goal to get it going. Coop has a lot of support. A fo-op would be interesting, but it would also be hard and people would want to do it. If the membership wants to rise up and carry the charity ideals forward, that's great. I do support them. But I don't think it's right for us. Matt: We do, regardless need to do more outreach and education. Martin: There's is nothing to stop a group of people from doing something new. If someone wants to do something as part of the coop it doesn't stop anything. Jeff: I think you are over-reacting to the 501(c)3. It isn't imperative that everyone be a knight of the non-profit army. The members are also kinda your customers, you are giving to them. It's not so one-dimensional. Danny: I have seen a few non-profits. I have never seen a case where they troubled themseves with their purpose. Are we worried about not doing our thing every day? Hannah: I have a philosophical problem with the charity forming just for financial reasons. I also think it would get us into trouble. Danny: I have never heard of the IRS jumping in and saying 'you aren't doing what you said you would' Jeff: I think we bleed education. Everything we do is educational. Matt: Yes, we could do it, and get status. It could get sticky. Danny: Non-profit was off the table when nobody could make money off of space resources. When we learned that wasn't true it came to the top of my list. It seems to me it would be simpler to be a charity. As long as money isn't being transfered to people, then it isn't critical. To me I have never quite seen the benefit of the coop model functionally. I wasn't aware of anything - like the space purpose in the 501(c)3 that we are lacking. The IRS doesn't care. We could be a charity, that's my first choice. Second is coop. Third... that sounds like a horrible idea. Derek: Things have already been said about the charity. I'm skeptical on how donations would come in. I lean to a coop. I really don't understand why people are so unhappy with what we have. Charity would be alright as a spinoff later. I lean a little toward coop, but I don't have other. Weston: Coop first, fo-op second, charity third. Conversation was good. and I don't need to say more. Marshall -- As part of this committee I think my restless ness with the existing structure is the reason I pushed for changes, my number one is a coop, my number two is a charity and my number three is a fo-op. Staying the way we are now doesn't work for me. We need to have a mechanism that speaks to pe3oples needs and happiness, then we have no way of keeping our organization on track. And from the beginning it felt like we weren't all on the same page but we weren't ready to face that yet, because we wanted to do practical things first. We went ahead and did things I wasn't comfortable with - we havne't done everything we said to do. All our members have different opinons. In the LLC, those opinions are a little bit divorced. People who have money have power - I care about the HackerSpace because there is the threat of taking ball and going home. Matt - to be fair, I did consider it Marshall -- My concern is that we move forward and have good things in the future. I think that the coop is the best option, it's a very discreet change, tied to all the things we had before, not really disruptive. Matt - Marshall in the interest of brevity. Marshall - My first choice is co-op, because it's a new structure, and its both good and bad that it's imposed externally. I'm disappointed that we're not considering charity more - but its a pragmatic organization, we're already supporting our membership in charitable ways. Fo-op is not a change, bad choice. Mert - Have we decided? Martin - Poll the other FOTSC members actively, not passively. Mannah actively poll the thoughts of the individuals. Matt - Make it as simple as 1, 2, 3. Marshall - On this, the major topic, we're ready to present to the board. Derek - Tell 'em to vote when they want to. Martin - Closing comments. When we started all of this, we had a continental congress. I think that may be the best way to handle the transition as well. If the board decides on a thing. The next thing will be that just like it's built into our by-laws and we should use our by-laws as they are written. We should have an annual full member meeting and form a kind of continental congress - the full membership meets, as many as we can get into the same membership together, probably not here. And form the new organization. Everyone should have a voice and it should be a mandatory voice. You are a member of the space, being silent or proxy is a choice. Matt - We can't make them vote. Martin - To continue my thoughts, there is one place where I disagree with Marshall's statements. It started with people talking, it diverged when people stopped talking. We are vocal because we are brave, and broaching these topics takes strength, as does compromise. What we've done so far has been an incredible thing. But we are not everybody. We've made some base assumptions even forming the FOTSC. If the board decides to make a change, we need to make sure to listen to everyone. Our first meeting was only 20 people, now we have 89. This will mean that we'll have a greater straighter course. Every model has its problems and nonconsensus, which comes down to what we've done. And I'm very proud of us. No on in this room and no one outside this room should ever fear doing this kind of thing. Jeff - yay us! Meeting adjourned <nowiki>