RAD-NW Meeting minutes: 10/17/2010 (1110 SE Woodward St)

Sunday October 17, 2010

1110 SE Woodward Ave, Portland 97202

In attendance: BenD, Melissa Casburn, Eric Bagai, Brian Moran, Chuco the Driver, Ether Skawtus, John, Rich, Lorien Stormfeather, DiAnna Conda, Andy Seaton, Deb Ochoa, Sam Sauter

Meeting called to order at 2:05pm; meeting notes were read by DiAnna Conda. Group agreed NOT to read the meeting notes in future meetings.

Recap of attendance at first social. BenD and Joy will be out of town for the next few weeks; need to keep momentum of social going was discussed, including various ways to publicize. BenD will contact Tzara to learn why the announcement was rejected from Portland-Announce (and it was noted that it was rejected after the event had already occurred). Agreed that future emails should be sent on Sunday for the following Wednesday, with follow-up to Portland-List. Suggestion to also post to Cacophony list.

PLAYA DE LOS MUERTOS EVENT DETAILS

To be held Wednesday November 3, 2010 6pm – 8pm

Discussion about tasks to be accomplished for Playa de los Muertos and creation of piñata. Agreed that piñata will be made at this location on Sunday Oct 24th @ 2pm (led by Lorien), and that we will have a container at Decomp to collect swag for the piñata.

It was noted that Plan B is a possible location, but that they have live music most nights @ 8pm. Discussion about Mt. Tabor Theater as a possible space that’s inexpensive. Discussion about whether this is a “big monthly” or just a social with a theme; it was agreed that it’s the latter, which led to discussion about when the group might hold a larger event.

Discussion about the right time to request donations to seed the organization, and it was suggested that it’s too early to start.

501c3 UMBRELLA 

Deadletter offered his existing 501c3 (Toolshed) to act as an umbrella for RAD-NW; discussion about whether that will create a conflict of interest. Also, Fractured Atlas in Seattle could be approached to act as an umbrella (in other words, they act as a fiscal sponsor to RAD-NW could take donations on its behalf). It was noted that because non-profit status is filed with the IRS, there are not likely to be issues with going under a Washington-based umbrella. Fractured Atlas takes 6% of all monies passed through their organization.

Discussion about whether RAD-NW could offer a place for SOAK LLC to deposit money by year-end to prevent excessive taxation. RAD-NW would take that money, hold it in the organization, and use it as grant money for SOAK 2011 starting in January 2011. Andy has had conversations with Ken and Apparatus and will continue to do so, to keep a dialogue open as RAD-NW comes together.

BenD stated that David Atkins practices law for non-profits and has a $1500 package for helping a group form a 501c3, and that he has worked with David Atkins on a previous non-profit. Discussion about other options (doing all the work ourselves, working with David Atkins only for certain portions).

Discussion about whether this group wants to move firmly in the direction of getting under an umbrella by year-end, and about the best way to approach the SOAK LLC to have a discussion about it. Agreement that RAD-NW will continue with or without SOAK LLC’s participation in a revised grant administration process. It was stated that Fractured Atlas meets on the 17th of each month, and that any proposal would have to be prepped by November 17th. Ignition NW’s next meeting is Tuesday October 19th.

Discussion about which possible umbrellas are preferred; tentatively stated that Ignition NW is first, Toolshed is 2nd, Fractured Atlas is 3rd. Discussion about how to handle conflict of interest if Toolshed is used.

John will provide a by-laws template for the group to review.

The group voted unanimously to organize RAD-NW in order to obtain an umbrella 501c3 by the end of 2010.

 MEMBER VS. NON-MEMBER ORGANIZATIONS

Ignition NW has a democratically elected board. Rather than the org setting membership criteria, members must each declare themselves a member of the community via the Ignition NW website. All members can vote in the board elections via the website, if they have created an account. They have 11 board members who serve 3-year terms, with annual elections that rotate out a few board members per year.

Oregon non-profits require member’s full legal name + physical address (email address is not considered valid). Discussion about members remaining in good standing by contributing either a small fee or a number of volunteer hours on an annual basis or minimal event assistance, and about whether the organization is better represented (to the government and to the community) by active member participation. Discussion about flexibility around how to involve members in various aspects of the organization. Discussion about how to handle elections and avoid possible takeovers within a member organization, and how the by-laws have impact on that. Discussion about how the organization can continue to operate for its stated objectives into perpetuity.

Discussion of member vs.non-member orgs with regards to which better supports the mission of RAD-NW; pros and cons of involving members in elections (and how those elections can be structured); how to use committees to extend opportunities to contribute (without making them board members). Concern raised that a non-member organization is not aligned with org values, regardless of structure.

Group voted on member vs. non-member; member was selected by 12 of 13 attendees.  BOARD MEMBERS AND COMMITTEES

Suggestion that a grant administration committee be the first set of elected officials, and that the board members be elected later. Discussion about which committees should be included in by-laws; suggestion that Grants, Events and Governance are all needed in the beginning, and that both committees include a board member. Discussion about whether putting board members on committees creates too much overlap, and suggestion that we should begin with a board in place. Discussion about the timeline and how difficult it will be to go through the entire election process before creating a grant committee while still having a grant program in place by the end of 2010.

Suggestion that elections be timed to occur shortly after a major event (as opposed to shortly before); noted that election timeline must be stated in the by-laws. Suggestion that a president, vice-president, secretary and treasurer be selected now, as well as the heads of all three committees, and that would allow the group to start forming the grant process.

Group voted unanimously on the forming of an interim 7-person board (with the possible addition of at-large members as needed):

 Timeline:
 * 1) Come to Playa de los Muertos (Weds November 3) if you have interest in participating in the interim board
 * 2) Voting will occur on Sunday November 6
 * 3) This board will serve until there is a formally elected board, ideally within 6 to 8 months

October: Possible proposal to Ignition NW board meeting (10/19)

November: Possible proposal to Fractured Atlas (11/17)

December: Organizing board creates grant process and writes by-laws

To-do’s:
 * 1) Contact Plan B to confirm location for Playa de los Muertos (Skip)
 * 2) Seek other possible options for an umbrella org (all)
 * 3) Provide by-laws template (John)
 * 4) Contact Quathi /Kay @ Ignition NW (BenD)
 * 5) Form discussion list + announce list (John)
 * 6) Finish Facebook page using Skip’s logo (Melissa)
 * 7) Post all events on BMPDX calendar (Melissa)
 * 8) Post mtg notes to wiki; send link to Andy (Melissa)
 * 9) Publicize upcoming social (Andy)
 * 10) Contact SOAK LLC (TBD)

MEETING ADJOURNED 4:08pm