Alchemy, LLC Board of Directors MeetingApril 15th, 2012Meeting Begins at about 3:00pmPresent: Rebecca Rea, Age Ginsburg, Sarah Griffith, Trevor Register, Dawn Flurry, Jonathan LaLiberty, Jessica Seales, Tareq Fayyad, Lee Watts, Tunna Kerosene, Chw Joiner, & Mel RobertsOld BusinessEuphoria Afterburn Report FinancialsCompleted and closedAlchemy Afterburn Report and FinancialsACTION ITEM -Nothing new from Troy received, still awaiting detailed financials and completed event report, contact Troy - Sarah or Rebecca to contact for updateBookkeeper Update/DiscussionRebecca hasn’t had the time to further pursue this after initial research and contact with Whalen, Age volunteered to take this up. Age also volunteered to do the bookkeeping until we hire one. - ACTION ITEMInsurance Update/DiscussionRebecca - two different types of insurance, Event (volunteers, event leads, event volunteers) and “D and O” (“Directors and Officers”, covers board members, other official corporation positions). Moving from an LLC to a non-profit requires a change how we insure the organization.Bank Account Update/DiscussionRebecca - Chase has a system such that we can use their credit card processing instead of Paypal’s. Using this system will cut down on interchange fees. We’d pay them a certain amount of money per month based on number-of-transactions. Chase will not hold funds because we have an account with the bank, unlike Paypal. We would also get the funds immediately as opposed to waiting 3-5 business days. Having this with the bank allows for much greater flexibility.Sarah - less fees is appealing.Who has access to which of the three accounts?Point of information: With the new account setup, there are three bank accounts. A revenue account, to which all ticket sales will initially go, and two expense accounts, one for Alchemy and one for Euphoria. Funds will be moved from the revenue account into the expense accounts.Rebecca - difference between signatories and cardholders. Signatories - control over checking accounts, move money between accounts, open/close account, shouldn’t have more than 2 people on the account. We can issue as many as 8 cards per account, and we can set limits on each card. For example, if Public Works needed money for a work weekend, we can go to Chase and have them issue a card in one of their names as well as set a spending limit. The card would be listed to a specific person, that person cannot spend more than the limit, and the board can view the account use. For future projects, we could set the limit again. This allows for project-by-project budgets. Rebecca thinks it’s “fucking fantastic”, and the room nods their collective head in approval.Age - for account security concerns, recommends no more than two signatories per account (standard practice). One main card for revenue account, project-specific cards as-needed. Suggests 1 board member, 2 ELT members for each expense account.Sarah - PROPOSAL: cardholders for Euphoria account: Board member: Rebecca, ELT: Lee and Tareq.Sarah - need to create and document processes for all of this for future boards/ELTsRebecca - would like to get 1 or 2 more cards issued with low limits for convenience such as daily PW runs, other on-the-spot, unexpected expensesRebecca - since we can set the limits for the cards on our phones, we can set up safe, limits on-the-flyRebecca - haven’t closed Alchemy, LLC account, leaving it open for now due to inventory weekend expenditures (waiting for check to clear)Sarah - for closing accounts, do all signatories have to agree on account closure? Rebecca - Yes, but doesn’t prevent one signatory from moving money around.Revenue account - Age - all incoming ticket sales. Should only ever pay AAA expenses (no event-specific expenses) or transfer into the even specific expenditure accounts, shouldn’t have more than 1 debit card,Rebecca - doesn’t want to make final decisions now, need to determine the difference between AAA expenses and event-specific expenses. Need to start thinking of assets that cover the corporation instead of assets for each event. How do we decide how to paid for assets shared among events.Examples of things that wouldn’t be shared: golf carts for events, porta-pottiesShared assets: insurance, shade structuresAge - need to start viewing each event as a fundraiser for the non-profit. Goal of any fiscal year is to do all events such that we can raise enough money for other things like civic projects, public art projects, CORE, etc, which would be funded by AAA.Rebecca - needs to be a process in place to determine for long-term assets (identified by ELT) and the board can decide to allow AAA to cover those assets as opposed to the specific event.Expenditure accounts - Euphoria/Decomp, Alchemy/Art FundraiserDeciding how to distribute ELT cardsRebecca/Tunna - let ELT decide since board/signatories can control money flowTrevor - ELT proposes, board approves, board is accountableLee - being trusted to run the events should be enough, chance of someone running off with a ton of money is an important situation to consider, but not very likelyAge - money moved from revenue to expense accounts based on monthly reports and budget requests. Does NOT recommend all revenue moves to expenditure account after ticket sales close. This then reduces further the chance of someone “running off with all the money” Rebecca, Trevor, Sarah, OK with this model assuming more money can be transferred to the board quickly, i.e., within 24 hours. Believes proper reporting and monitoring will ensure account integrityRebecca - would like more time to think, table general discussion of distributing ELT cards. Room agrees. TABLEDACTION ITEM - EELT will discuss amongst themselves and get back to the board within one weekPaypal/ThundertixRebecca - contacted Troy to get paypal login, awaiting his reply. Will transfer all money collected thus far into the revenue account, will change to new password and allow all board members access will write up report for all purchases/expenditures she’s done thus far - ACTION ITEMNew BusinessYear End Corporate FinancialsWaiting on TroyTaxesTroy will be handlingBoD/ELT Duties & ResponsibilitiesThe BoD and several members of both Euphoria and Alchemy ELT’s discussed at length about the causes of friction between the BoD and ELT’s and ways to alleviate that friction. There was a consensus that much of this is caused by there not being some kind of SOP (standard operating procedures) for each team including delineated responsibilities. The RACI model was also discussed (Responsible, Accountable, Consulted, and Informed).TABLEDTruckLee - will do cost analysis of renting vs buying/maintaining a new truck vs short term leases (e.g. 2 months)Euphoria UpdateBudget - working with one other team to finalize their budget so they can finalize the Euphoria budget, still expect to meet 4/18 deadline, will let board know then if they need more time. - ACTION ITEMArt Fundraiser UpdatePossible fund matchingRebecca - decide how much total we want to allocate, use only to help artists reach minimumTunna - total budget for Art Fundraiser including fund matching, limits on how much spent on actual event, taxes would need to be taken into consideration for fund-matching money.Note: taxes do not need to be considered on money from gate sales or auction proceeds since it never enters AAA’s bank accountRebecca - Propose to spend up to $10K for fund matchingAge - this would be an AAA expenseSarah - wait until first set of tickets go on sale to announce full limit of funding, for now, announce that we’re fund matching up to a certain amount and announce that certain an amount after 1st tierDawn - announce now to spark interest, announce specific dollar amount laterAPPROVED - Allocate up to $10,000 for fund matching at the Art Fundraiser.Include this announcement in the next Alchemist - ACTION ITEM - TrevorStatus of Art Fundraiser PlanningTrevor - still looking for a venue, Blue Mark Studios quoted me at $1000 for 8 hours including setup/breakdown. Waiting for responses from 3 other venues. Goat Farm, Blue Tower, and Little Tree have already been contacted and are unavailable. Teams/Volunteer positions identified, awaiting venue confirmation before moving further on anything else. Trying to keep venue cost at less-than $1000, total event budget less-than $1300.Chw - meeting with owner of B-complex this week. Owner is familiar with burners and Chw has a good feeling about this venue.Other possible venues: Wrecking Bar, Village Theater, 103 West, Andrews Arts District, **Land Trust**Process for expenditures for the FundraiserAge - give card to ELT with dollar limit, go to board if checks are requiredHiring SecurityRebecca - put into budget as potential issue, try to find venues where external security isn’t required, contact her if we need to hireAlchemy UpdateStatus of Alchemy website - readiness for ticket sales?Tunna - P’trix PLURphy sent rough design to ELT, working with webhost to ensure no capacity issuesTrevor - ACTION ITEM - determine scholarship ticket winners, report to AELTJess - social mediaProposal - migrate to facebook ‘page’ for official announcements, official answers to questions, all information comes from ‘one’ person as opposed to different board members/ELTs.Jessica will present a formal proposal to the board. - ACTION ITEM - May 13thAccessibility thing - AgeAge - what are putting ourselves liable for if we talk about being an Accessible Place (i.e., being ADA compliant) or having an official Accessibility Team. What language should we use?Mel - need a lawyerDawn - probably impossible to be completely compliant with ADABurning Man - Accessibility team is a theme camp, not an official teamTrevor - If Accessibility Team is a theme camp as opposed to an official team, do we still have liability? Room: NoEELT is working on how to handle this issue.Give us monies!Jonathan - $39.60 (airfare overage)Sarah - $39.60 (airfare overage) - PAIDTrevor - $39.60 (airfare overage)Rebecca - $39.60 (airfare overage)Chw - PAIDHas Troy paid the $500 for the trailer yet? NoFuture Agenda Items:How can the RC’s most help us? (Jim’s suggestion, so include him in that meeting.)Invite Justin and Corey to a meeting to discuss decomp.Meeting ended at approximately 7:45pm