Alchemy, LLC. - Board of DirectorsJune 2nd, 2013Location: Dusty G.'s HouseDuluth, GA Meeting begins: 2:12 PM Attendees: Trevor Register, Sarah Griffith, Dusty Graham, and David Stabler.Due to the resignation of Age Ginsburg, a quorum of 4 of 5 voting members are present for this session. BMorg rep: Clove Tolbert Community Members: None in session. REVIEW OF BUSINESS TAKEN IN SESSION BY BOARD SINCE LAST MEETING AS LISTED IN AGENDA- MOTION: Motion from Chair to accept record of business taken in session by board since last meeting. Passed by consensus in quorum. 1.Approve May 2013 minutes as written by Carissa?Proposed: TrevorApproved by consensus in quorum 2. Approve the purchasing of a Quickbooks Online license.Proposed: DustyApproved by consensus in quorum 3. Change the Alchemy, LLC Principal Address to 2596 Alpine Trail Marietta, Georgia 30062.Proposed: TrevorApproved by consensus in quorum 4. Accept EELT's proposal for Inventory Weekend totally $650 of coverage for food, non-alcoholic beverages and gas for up to 10 cars. Proposed: SarahApproved by consensus in quorum 5. Approve Lucas’ new Alchemy Art Fundraiser proposal.Proposed: TrevorApproved by consensus in quorum 6. Approve the transfer of $57, 599.77 from the Paypal account into the Alchemy, LLC Chase bank account.Proposed: TrevorApproved by consensus in quorum 7. Motion to purchase the insurance policy for Euphoria 2013 offered by Heffernan, via Alive Risk, a division of NAS Insurance Services, underwritten by Lloyds of London for $2,080Proposed: TrevorApproved by consensus in quorum OLD BUSINESS
- Status Update: Taxes and CPA- Dusty-
Dusty has signed the power of attorney and submitted it to the CPA, she contacted the IRS and they returned a statement saying that no taxes have been filed under the tax ID number associated with the LLC. The IRS has never had anything filed or paid for under this EIN, LLC, or Tax ID number. The IRS is asking who the owners of the LLC were for each year (2007-2012). The same for the board members of all of these years including names and contact, once this information is provided they will determine what needs to be done for each year.ACTION: Dusty to Compile these lists of previous BOD, Owners, ect. to present to the CPA after the Board approves the next steps in the process (will not be taken straight to IRS without approval to protect previous board members.).
- Status Update: 2012 AF 1099-
Stacia has all info and will begin working on it, expected to be finished by the end of the week.
- Status Update: Insurance- Clove & David-
The insurance company has sent a quotation of general liability and the board has the opportunity to purchase it. Broker: Heffernan (existing relationship with Alchemy, LLC.) Underwriters being a large international. Nobody is covering Burns or fire, so the decision to go through this underwriter was based off the fact that they will cover fire, as it covers circus groups in Europe. The assumption is that the fire performers are professionals and have performing insurances of their own. At this time Heffernan does not carry a commercial circus policy and is looking to find one as we are not the first to ask. Individuals can obtain performing insurances, or fire collective insurances. Propane fire and propane fire installations will be independents. Key notice for every participant: If something goes bad, before anything else: 'how, when, where, and who' reporting to Rangers for the insurance policy. Also, aircrafts dropping into the event will not be covered. Do not drop your helicopter or fly your plane into a crowd. Sparrs balloon is covered as it is an exhibition that never lifts itself of its own power (but please do not purposefully drop that on participants either.) ACTION: David to complete and verify Euphoria insurance coverage.ACTION: David and Jacob to review insurance and update waivers to cover gaps.ACTION: David to begin and verify Alchemy insurance coverage quote.
- Status Update: Operating Agreement, Stuart
Sarah emailed Stuart and received a quick reply, though some information may have to be provided before Stuart agrees to write the operating agreement required by most banks to open an account. There is a bank that may let the Org open an account without this OA before Euphoria to get all of the cards opened and usable for Euphoria purchases. More information upon bank inquiry.
- Status Update: Art Fundraiser- Trevor (or ELT member if available)
A. New Plans, Current status-Trevor will be meeting with Lucas next week. Lucas has a park in mind and has been forwarded information on two participants who might be joining on as co-leads. Once the meeting is completed, can be updated further.B. Fund management in relation to taxes- To take cards at the art fundraiser the bank account must be opened and linked with the pay-pal and that takes at least a week. Same time as Alchemy ticket sales, so splitting sales and knowing what goes where is important in relation to taxes. Another issue is Paypal will take a cut in fees from the intended donation, last year these fees were covered by the Org. This year with $15k being put towards fund matching by the Alchemy AETL, unless they triple the funds raised, all $15k will most likely not be used so this could be a good source to pay the paypal fees from. After reviewing the Alchemy budget:MOTION: Trevor motions that the Org cover Paypal and card swiping fees for the 2013 Alchemy Art Fundraiser. David seconds. After discussion, the motion is withdrawn and the decision to speak with the AELT before deciding is decided.ACTION: David is to speak with the AELT on the source of the paypal and card swiping fees funds and ask what the Official Org Contribution is in their proposed budget.
- Status Update: Euphoria- Sarah (or ELT member, if available)
Sarah attended a rangers meeting and met with two EELTs and is pleased with the new steps being taken with fire safty and ranger training as well as a quiet Thursday with sound cuts at 10pm to work with the community and keep the neighbors happier.A. Purchasing- (currently on hold for bank account)- New cards are coming for the EELTs, purchasing is going well and everything is in budget.There is a trailer in the works for purchasing as Org infrastructure as we use one for every event. Though the research wasn't done and the rental of a trailer can fit into teardowns budget. The First aid manual and whether it works with our insurance is being read over to determine the confidence in our volunteer training in relation with our insurance policy covering broken burner treatments. SOPs (Standard Operating Procedures) seem fairly compatible with our insurance policies and it is important that the volunteers actually follow it. MOTION: Motion by Chair to recess for a break. None opposed. Recessed.
- Status Update: Alchemy- David (or ELT member, if available)
A. Team lead call outs- Posting requirements of teams and the lead call outs, allowing for a person to truly understand what the job is will allow people to feel more confident stepping into place for the position. Past options, but allow total creative freedom on team leads.B. Time line on proposed budget and ticket sale dates- Still working on a final budget and add total Org contributions and AF and the Art contribution. The Board wants the AF (Art Fundraiser) to come out of the $15k set aside for Art, with approval from the AELT. And Lucas's proposal as of now is relatively inexpensive.Still organizing around Euphoria and looking at moving Euphoria to an earlier date to avoid burn ban and give six months between our burns.
- State of the BoD statement- Sarah-
Pick up after Euphoria and find positive information about insurance and this next event. TABLED.
- Special Election-
Sarahs Proposed Guidelines- Nominations to close 6/18, whether we have 3 or not. Election to begin Friday, 6/21.Voting to end midnight Friday, 6/28. Send out an Alchemist asking for more nominations, and then hold to proposed guidelines above to have a new member by next meeting.MOTION: Sarah motions to accept the nomination guidelines above. Trevor seconds. David- Yay with rights. Still wants a third member but is willing to accept. Passed by consensus in quorum.
- Status Update- Treasurer Position pending appointment of Treasurer- Dusty
Dusty talked with Stacia, and this will wait until after Euphoria for final position writeup, but does the board want to define this treasurer position as the signatory and handler of the bank accounts as more than just a book keeper maintaining and recording? Giving her check writing privileges, and taking note of all receipts and keeping activities. Next discussion, do the receipts need to go directly to her or through the liaison of the board? The decision understanding is putting everything through the Board liaison.
- Status Update- PR Proposal-Sarah-
Board has reviewed Proposal and everything listed seems fine and Clove will get the BM people on the phone to handle emergency PR at the event. Clove would need a radio for this position through the appropriate channels of the EELT. No further discussion needed.MOTION: Sarah motions to approve PR proposal as read and then to communicate the things involved to the EELT. Trevor seconds. Passed by consensus in quorum.
- Decompression-
A. Board liaison- TABLE. Sarah offers to participate and train new board member via decompression liaison.B. Event Lead call out status update- Go out in tomorrows Alchemist.C. Date- Date will be decided by Decomp Event Lead. Proposed dates by board: First two weeks of November, possibly December.
- BoD Guidelines (possibly table while awaiting OA)
TABLED due to lack of information needed to continue in terms of Operating Agreement and Uncertainty of bylaw provisions. NEW BUSINESS
- ELT Incident Report Form -Trevor-
Trevor says all is in order, minus one piece of information for: property damage and the addresses of involved participants for the insurance. Will just take a little reworking.ACTION: Trevor to update Incident report form draft by Tuesday June,4th to have on-site for build weekend for Euphoria.MOTION: David motions to accept as written, with adjustments if needed for insurance. Sarah seconds. Passed by consensus in quorum.
- Banking alternatives – Trevor and David-
Suggestion towards socks filled with cash under mattresses? Trevor recommends Bank of America because of their employee debit cards with limited access and daily spending limits that can be set by the account holder easily; also people with employee debit cards can not view balances on the accounts (no unrestricted access). There is a view-only login so the entire board has access to seeing what is being purchased without opening access to everyone. Regions has the same thing but there are only three limits to set ($1,500, $3k, $5k) as a daily spending limit and no way to change them. Bank of America is also everywhere. Structure Trevor suggests includes four accounts, a revenue/ BoD expenditure account, a Alchemy Expenditure account, a Euphoria expenditure account, and an Art Fundraiser/ Decompression expenditure account. Treasurer will be a signer on all accounts, one BoD member will be a signer on Revenue/ BoD Expenditure account. One member of each event lead team will be a signer on their expenditure account. Bank of America change over is simple as long as all the signers are available to do the switch and then the ELT signer has access to all of their funds at will. But there is an additional layer of security due to the treasurer being a signer as well. Other options include Wells Fargo, Regions, Northwest Georgia Bank of Lafayette. Merchant processing will not get hammered out this year, and will be continued with PayPal.Proposal: Banking alternatives
- Paypal alternatives- Trevor-
Merchant processing is a big part of this, the only other Paypal like alternative does not do merchant services. Trevor suggests to stick with Paypal as we know the system. Ask advice from Patrick M., the computer guy!
- Important documents and infrastructure- Sarah-
Sarah has 2012 Alchemy waivers, infrastructure at Brainweasel, etc... there are important and legal documents spread out in peoples homes and getting lost or damaged. After Euphoria it is suggested that the Board get with Public Works or create a move team to move it to the storage unit before more of it gets damaged. Also, suggested to purchase a filing cabinet and decide where all of this lives. Clove is released from session due to personal scheduling at 4:55pm. As a non-voting member, the Board still maintains a quorum of 4 of 5 of the voting members.
- Gotomeeting and Other Similar services- Trevor-
Option have been laid out and there does not seem to be a need for any of the paid services so the decision seems to be to go with freeconferencecall.com. This service would get us a dedicated dial-in number. The one disadvantage is it is not a toll free number so any long-distance charges would be charged directly to our personal phone bills. Next best option would be AT&T connect as it is on a per participant, per minute charge. Right now, the free option seems best and Trevor will set this up for the Alchemy Burn.ACTION: Trevor set up freeconferencecall.com account for the board. Forward this resource info to the AELT.Proposal: Gotomeeting and other similar services
- Volunteer Appreciation Funding Request- Trevor (V.A.F.R.)
To start, it is clarified that 'VAFR' is not a real word... it is an acronym. It outlines guidelines of events and costs that the Board is likely to accept under the VAFR. ELT's, Volunteer's on extended workday's, etc. May request funding for travel costs and the like when volunteering for the Org's work. Requests must come in no less than 14 days before the event and at that time will be reviewed for prior disbursement. If it is received with less than 14 days to the event it may still be reviewed and if approved, the event may be reimbursed. Nothing is exhausting or limiting with-in these decisions. Some events may still come out of the event budget rather than the VAFR which is tied to the Org budget. Guidelines to be drawn up with clearer wording, mostly to educate that the Board is open to proposals like this. Proposal: Volunteer Appreciation Funding Request.MOTION: Trevor motions to accept VAFR proposal as written. Dusty seconds with the understanding that these guidelines can be amended as needed for appropriate-ness. Sarah seconds amended motion. Passed by consensus in quorum.
- BWB GA Donation- Sarah-
Waiting for final numbers on Org commitments, but with much smaller events helping out Burners without Borders, there has been community push to donate as well. Discussion about fully funding Decompression and using tickets for a BWB GA donation. Board agrees in principle that we would like to make a donation.
- Basecamp Proposal- Trevor-
There is interest, but there has been little use on it thus far. Also, how well it intergrates with android and other smartphones. TABLE. Ideal is to not have to go through all emails, and not have to go through agenda, through minutes or action items.
- AF Reimbursement- Trevor-
Drinks for AF that turned into Townhall, $43.42 with receipt to be scanned in for records to Trevor. Also, $100 to Pain and Joy Cooking as a donation for food for the Town-hall, that was paid with a personal check of Trevors. Both already accepted in budget by board. Should if be paid by paypal or by check from the LLC. Both were approved prior to payment and reimbursement will be voted upon at time of reimbursement through check.
- Additional Insurance expedition- David-
In old business the BoD approved $2080 for insurance, there is a $35 dollar charge for using the credit card.MOTION: Trevor motions to allow david to use the credit card to purchase insurance with the $35 dollar surcharge. Sarah seconds. Passed by consensus in quorum. V. CONFIRM UPCOMING MEETINGJuly 7th, 2013Dusty's house in Duluth, GA.2pm VI. ADJOURNMOTION: Motion to adjourn made by chair. Passed by consensus. Adjourned at ****???****