ALCHEMY, LLC BOARD OF DIRECTORS’ MEETING MINUTESFEBRUARY 17, 2013Meeting Location: Jacob’s House669 Michael CircleMonroe, Georgia 30655Meeting Time: 3:30 p.m. (Delayed to allow David to arrive, original start time 3:00)I. Attendance: Age, Clove, Sarah, Jacob, Trevor, DavidGuests: Stacia Farabee (Bookkeeper), Carissa Ehrenfried (Secretary), Chw Joiner (GA RC), Jennifer Edge, Katie Work (EELT Staff) A. Attendance is confirmed as a quorumB. The Agenda was modified to include two notations of previous workC. Introduction of Clove Tolbert as BM appointee to Board of DirectorsII. NOTATION OF ACTIONS TAKEN AND APPROVED BY BOARD SINCE LAST MEETING BY ACTION IN LIEU OF MEETINGA. Approved hiring Attorney Stuart J. Oberman to review corporate structure issues by unanimous vote of voting Board members, Jacob Davis abstaining from vote due to potential conflict of interest. Has been hired.B. Approved Board Liaison position description by consensus of voting Board members.C. Approved use of Heffernan agency as insurance broker; authorized Jacob Davis to proceed with application for General Liability Insurnace and D&O insurance for this year; application in progress, by consensus; D&O application submitted 2-16-13D. Approved January 2013 meeting minutes by consensus.E. Decision to extend the AELT deadline to 2-24-13 [added]F. Decision to extend the point of deciding on the new AELT to 3-10-13 [added]III. EXCEPTION TO NORMAL ORDER - NEW BUSINESS PRESENTED BY EUPHORIA EVENT LEAD TEAM AT THEIR REQUESTA. Presentation to BoD by EELT by request of EELT – skipped as representative not presentIV. RESUMPTION OF NORMAL ORDER - OLD BUSINESSA. Submission and approval of past due meeting minutes and event report amendment1. November, 2012 meeting minutesa. Reviewed to basics, discussed the parliamentary process and limits of conflict. Motion by Jacob: After due review of the available documents and records and after a reasonable investigation, there exist no records or accurate recollection from which accurate minutes for that meeting can be reasonably ascertained, and that all that can be ascertained with certainty as to that meeting is: (1) That the Board chose to rescind the previous vote from October, 2012 to transfer or otherwise liquidate assets to transition towards Alchemical Arts Alliance, Inc.;(2) That the Board unanimously accepted the resignation of Rebecca Rea from the Board;(3) That the Board agreed by consensus, following Ms. Rea’s resignation, to pay $75.00 to explore getting a lawyer from Georgia lawyers for the Arts;(4) That the Board agreed by consensus, following Ms. Rea’s resignation, to the special election for Ms. Rea’s seat that was held, and in the manner the election was ultimately held; and(5) That the Board agreed by consensus, following Ms. Rea’s resignation, to have Age write a $300.00 check to Smokey; and(6) That all of these decisions were made with a quorum present and while the meeting was in session.And that said items shall be deemed to be the minutes for the November 12, 2012 meeting.Seconded: Trevor, Passed by consensusMinutes to be pushed to the Internet Team 2. 2009 Event Report/Financials amendment, motion to approve by Sarah, approved by consensus B. Tabled Items from January, 2013 meeting. 1. Mike Alberghini’s proposal regarding Communication Director positiona. Position definition and scopeb. Integration into existing structure and internet Motion to appoint a point person to work with Mike Alberghini for the next week or two to validate his work to determine the plan for what the Communications Director position would beSeconded: Trevor: Passed by consensus Motion to appoint Trevor to to this point position: JacobSeconded: Sarah: Passed by consensus 2. Frogbird’s proposal regarding forums on the Alchemy Website Motion to appoint Trevor to work with Frogbird to establish a startup forum space to determine viability, including privacy policies, linkages, and connections to the Communications function: AgeSeconded: Trevor: Passed by consensus 3. Meet the BoD Page on Website -- tabledC. Bookkeeping services - Stacia Farabee has offered to volunteer1. Works with Quickbooks, our software of record2. $600 to file a corporate return3. Significant different between event and org bookkeeping4. http://www.luceaccounting.com Motion: The Board approve Age to work with Jennifer LuceJacob: Amended to approve CPA hired with set-aside of $2000: Second AgeMotion as Amended: Second Jacob: Passed by consensus D. CPA - Stacia has been in contact with a CPA she does work for - need to determine if hiring and scope of work needed to be done by CPA (2011/2012 taxes) E. Regional Coordinator Advisory Committee Proposal1. Status report by RC – deferred to ChwClove will be taking over board seat, Chw and Jim will be backup. No committee proposed.F. Bank Account for LLC - can not finalize removal of Rebecca as owner until LLC issues straightened out1. Can now change registered agent on GA SoS site.G. Annual Registration - delayed until Secretary of State Website upgrades complete, and until we hear report from lawyer regarding corporate structure status. Motion: To approve Stuart (Atty) to file annual registration as discussed in Executive Session: JacobSeconded: Sarah: Passed by consensus H. Secretary1. Candidate reviewa. Carissa – in attendance and doing a test of minutes Motion: to retain Carissa as secretary for Alchemy LLCAmend to allow attendance at Executive Session Second by Age, Passed by ConsensusPassed by Consensus I. Preliminary Discussion of Regional Status Requirements:Clove: the big deal is the timely submission of reports, getting the financials straightened out, RC fills out a formWhere it is, 10 principles are being done, who manages itWill you, the RCs, uphold the criteria for status? Y/NEx: Feb, file for Euphoria, Alchemy, Decomp at the same time (AF part of Alc)Approved by Ra$pa and PornStar (and their committee)Appears on the websiteWaits on the Event Reports When is Regional Status at risk?The Org requests a more active role by the RC to advise on positive and negative positions on the Regional Status Motion: The Org pursue Regional Status for 2013 Events: SarahSeconded: Trevor: Passed by Consensus What is the 30 day Report? (may include more in later email)# Tickets Sold# in AttendanceMoney MadeMoney SpentOverlying Profit What is in the Master Event Report?All Team ReportsAll Incident ReportsComplete Financial Statements What else is needed? Insurance What will the lawyer come back with? (Entity) Financial History A known balance (2012) Doesn’t expect to fix 2008/2009/2010 Year-over-year Financial activity J. Insurance D&O Applied, GCL Applied For, pending K. Ticketing System for 2013/Merchant Services Motion: Approve Internet Team to do preliminary testing of ticketing system, provide costingAmended: To be load tested prior to Euphoria ticket sales, deadline 3-10-13, SarahSeconded Jacob: Passed by consensusSeconding: Trevor: Passed by consensus L. Off-site Storage 10x20 size fine, 5x10 airconditioned for certain equipmentMonth-to-month leasing Motion: Approve Age and Sarah discretion to rent 5x10 climate controlled unit and non-climate controlled 10x20 unit, and if insurance is non-month-to-month, sufficient insurance to cover, plus administrative feesSeconded Trevor: Passed by consensusM. Status of issuing 1099s for 2012 Missing 3 artists, gate, and security staff (5 total), 1 to be provided today Suggestion: Something to go out in 2-25-13 USPS to all impacted people Certified and First Class, “for tax reasons we must have SSN or TIN by seven days or manual 1099 forms which may incur penalties for us and you on 2012 tax returns” Motion by Jacob: Second by Age: Passed by consensus We do not have addresses for the gate and security staff; refer to CPA Motion to refer: Jacob, Second, Sarah: Passed by consensus N. Lamplighter Fundraiser Proposal No proposal received; Disposed as business V. NEW BUSINESSA. Discussion of Alchemy Event Lead Team Applications Three applicants (Scott, Jack, and Rebecca)Should we reach out and solicit applications? Tap the Regional Network for Event Leads? Significant issues from some applications might impact Regional Status; referring applications to RCs for review. B. Year-to-Date Financial Snapshot LLC $51,819.14Paypal: $4,429.61 Outstanding Payable to United Rentals $4,005.95 Approx Taxes+Penalities $15,000.00If Double-taxation -- $25,000.00 C. Organization-level Budget Motion: Agree in principle to art fund matching after tax liability and insurance liability, after 3-10-13 meeting: JacobSeconded: Age: Passed by consensus Motion: No BM Summit Travel Reimbursements: AgeSeconded: Jacob: Passed by consensusTrevor: Bro! Contributions per event – $15,000 for Euphoria based on 900 tickets, $45 ea. – others to be determined at subsequent meetings (Tabled as old business) Motion: Tell Euphoria ELT Org Expenses will be $15,000: SarahSeconded: Jacob: Passed by consensus Motion: Age determine a budget for Reserves: JacobSeconded: Sarah: Passed by consensus D. AFELT report from Trevor - outstanding issues Suggested Dates – May 4th; April 6th; April 27th; May 18th, in that order. Deadline for venue and date by 3-1-13. No raffle; No alcohol without City approval; cut-off deadline suggested to be a month -- Motion: to set deadline to have a venue and date for the Art Fundraiser by end of business (5pm) of 3-1-13 or the Art Fundraiser will be moved past Euphoria: Jacob.No Second, motion is rejected. Suggested contract amended to minimum occupancy of 250, pref higher. May use Paypal as 3rd party processor to alleviate need for 1099s as an escrow account system. E. EELT report from Sarah/Euphoria discussion Wants to set date for ticket sales to 3-1-13 or 3-8-13. Board would prefer 3-20-13. Ticket cap of 850 or 900. Board would prefer squares. Ticket prices in the $50 range. Will advise for afterburn executive summary report 1 week after burn ends, and afterburn full report 60 days after burn ends. F. Additional requests for burn events to Event Lead Teams Motion to table plan for teardown and backup: TrevorSeconded: EVERYONE: Passed by consensus Age to ask Patrick for summary on fire safety plan G. Key deadlines set for ELTs for each event1. Venue submission: 90 days prior at board meeting, prior to ticket sales2. Preliminary Budget: 90 days prior at board meeting, prior to ticket sales3. Final Budget [ tabled ]4. Incident Reports (if any) following an event: 48 hours of event, 72 hours of incident, whichever is earlier (will need incident templates to all teams, to be provided by Jacob)5. Selection of Team Leads: 90 days prior at board meeting, prior to ticket sales6. Requests for reimbursements beyond budget [tabled]7. Event Reports [discussed] H. Move to 2 year Calendar – discussion Will open draft for next meeting – Jacob I. Obtaining written agreements with Smokey for 2013 to finalize lock-in Age will get contracts at next visit with Smokey, probably not before 3-10-13. J. Set Deadlines and begin process for selection of Decompression ELT. Motion to table: TrevorSeconded: Everyone: Passed by consensus K. Follow-up to Issues from November Meeting not Raised at November Meeting (Age) Suggested that all documents concerning the November event be removed, especially those presented in board capacity. Trevor taking lead. Suggested that a State of the Organization letter be drafted for consideration to help heal the organization and work to limit liability for the board. L. Year-round inventory proposal (Tunna) Motion to accept Tunna’s proposal to become Year Round Quartermaster, subject to a statement that BoD retains authority to manage inventorySeconded: Sarah: Passed by consensus M. Bylaw Amendment Discussion – preliminary Moved to old business VI. Confirm upcoming meeting dates and times 3-10-13 at David Stabler’s House VII. Adjourn’d by Chair, Passed by consensus