FAI BOD Minutes: December 2014

MINUTES OF THE REGULAR MEETINGOF THE MEMBERS OF FLASHPOINT ARTISTS INITIATIVE, INC.The regular meeting of the Directors of FLASHPOINT ARTISTS INITIATIVE, INC. was held at 7:15 p.m. on December 23rd, 2014, as a scheduled meeting by general consent of the board instead of the registered office of the corporation, pursuant to the bylaws of the corporation and by notice given to the community through all normal channels.The following Directors were present: David, Dusty, Tareq, Jessica, Sunshine (online), Nugget (online)The following Directors were excused:The following Directors were absent:The following acted as secretary for the meeting: DavidThe following members of the Community were in attendance: Courtney Cadle, Anna Stroup, Tunna Kerosene, Ash MonogueThe reading of the minutes of the last regular meeting was waived as they had been presented for review online.  The minutes were approved as presented by consensus after a motion from the chair, seconded by Dusty.  The minutes for the Alchemy meeting will be submitted to the board for review by January.In notice to the community, the Board submits this record of Business taken in session by the Board since the previous meeting:

1. Selection of ELT Chair and approval of committee members - by consensus
2. Approved extra funds for purchase of new APW storage unit - by consensus

The following old business was discussed:

1. Overdue Minutes (Dusty found personal notes for 18May and 16June)
   1. Priority to get the minutes recreated before January
2. Board Secretary Process
   1. Courtney Candle will be taking her copy of the minutes and submitting them for review to support her BOD Secretary application
3. Regional Status
   1. No communication at this time from the BMRCs since the most recent letter sent by FAI
4. New Venue Committee
   1. Ready to put in a callout for the committee members for Board approval
5. Committee Updates
   1. PW Committee -
      1. New storage unit secured - Old unit closed -
      2. Focusing on purchasing replacement and other items from APW Year-Round budget
      3. Prepare New PW committee appointments for January meeting
      4. Committee Writeup to be recovered and published
   2. Event Committee Updates
      1. Alchemy 2014 Report write-up needs to be completed.
      2. 2015 EC already working to get meeting schedule worked out
      3. Setting up for the Team Lead callouts, to be more efficient
      4. First ELT meeting scheduled for 7 or 8 January 2015
      5. First TL meeting scheduled for 25 January 2015
      6. Earthskills Conflict with Build Weekend, want to share property
   3. Communications & Community Outreach Committee Updates
      1. Specs for the new website have been submitted to prospective designers - have reached out to 4 burner contacts
      2. Working with graphic design to improve the Alchemist
      3. Annual Report - work will begin in January. Need year end financials.
         1. Stacia is ready to hit it as part of new year.
         2. Dusty will have all his side done soon, too.

1. Tech Ops Committee Updates
   1. Minutes have been added to website
   2. Ghini and CCOC have been working on layout
   3. Minor website update to make sure ThunderTix is connected properly

6. Container Investigation - Dusty
   1. Will have from Jacob by end of week
7. United Rental - unable to transfer to FAI, next event FAI should resubmit paperwork at local branch
8. Year End Purchasing (Org Level)
   1. Web Hosting - 720.00 credit (1 year @ $60/month)

2. Domain Registrations - 333.60 (all domains for 2 years, to 2017)
3. CPA - No new money, overage useful for audit and end-of-year report
4. Attorney - One phone conversation and two email followups generated no invoice. Tabling til June 2015.
5. Ticking - $1995 for 5000 tickets.
6. Storage Unit - 3814.70 (1 year til 12/31/2015)
7. No charge for MailChimp at this time

9. Board Retreat - Working on scheduling10. 501c3 Status - sitting down with Jacob in January for requirements11. Community Art Grant Program - tabledThe following new business was brought before the board:

1. Bank Statement - Current as of 12/23/2014
   1. Org -  21,096.08
   2. Event -  59,136.00
   3. APW -  972.16

Assignment of money to Reserve, Donation, and Tax line itemsMotion by Chair, seconded by Sunshine, passed by consensus

4. Reserve Allotment - 25,000
5. Donation Allotment - 10,000
6. Taxation Buffer - 21,000

2. Appointment of two new members to the Board, non-voting status

Whereas the Events Committee members have been selected from a strong group of candidates, andWhereas the Events Committee has two co-chairs that will be communicating between the Board of Directors and the Events Committee, andWhereas the Bylaws of FAI, Section 3.9, designates that committees with the Powers of the Board to enter contracts and conduct business should have two Board members in membership, andWhereas the Bylaws of FAI, Section 3.3 (b), allows for the appointment of non-voting Directors,Be It Resolved that the Board of Directors of FAI appoint Ash Monogue & Tareq Fayyad to non-voting Board seats to end after one year of service or at the selection of new co-chairs for the Events CommitteeOn this day, the 23rd of December, 2014.Jessica calls for a vote on the Resolution

3. Appointment of two new members to the Board, voting status

Pursuant to Section 3.3 (a)(ii) -- appointment of the members brought forthby referendum, the chair brings forthAnna StroupTunna Kerosene (Sanders)With terms beginning Jan 1, 2015, and ending Dec 31, 2016, with a periodof transition, as new voting Directors.No opposition from the Board, appointed by President

4. Organizational Development consultant
   1. Networking to get a Strategic Planning Consultant
   2. Looking to find a budget amount
5. Transition plan for Financial Officer
   1. Getting accounts and signing authority transitioned to new FA
   2. Temporarily assigned to Sunshine pending election in January
6. Southeastern Leadership Conference (February 7 & 8 in Charlotte, NC)
   1. Theme is Civic Activation
   2. Five slots available
7. Bylaw amendment discussions - pursuant to OCGA 14-3-804(b), et al.  Board sees no change to make at this time, under advice of council.

The board generated the following ACTION ITEMSMissing Minutes for Feb, March, AprilAPW Committee Charter to be rewritten with Committee input for recertificationOnboarding Anna and Tunna to the mailing listsOnboarding Tareq and Ash to the mailing listsOffboarding Nugget and Dusty from appropriate areasThe board confirmed the upcoming meeting:January 17th  - 1pm ; Location: Tunna’s  House [2396 Lavista Rd, Atlanta, 30329]Motion to Adjourn,  9:00 pm, seconded by Jessica; passed by consensus

FAI BOD Minutes: November 2014

MINUTES OF THE REGULAR MEETINGOF THE MEMBERS OF FLASHPOINT ARTISTS INITIATIVE, INC.The regular meeting of the Directors of FLASHPOINT ARTISTS INITIATIVE, INC. was held at 1:15 p.m. on November 15th, 2014, as a scheduled meeting by general consent of the board instead of the registered office of the corporation, pursuant to the bylaws of the corporation and by notice given to the community through all normal channels.The following Directors were present: David, Dusty, Tareq, Sunshine; online: JessicaThe following Directors were excused: Jessica (attending as possible)The following Directors were absent: NuggetThe following acted as secretary for the meeting: DavidThe reading of the minutes of the last regular meeting was waived as they had been presented for review online.  The minutes were approved as presented by consensus after a motion from the chair, seconded by Sunshine.  The minutes for the Alchemy meeting will be submitted to the board for review by December.In notice to the community, the Board submits this record of Business taken in session by the Board since the previous meeting:

1. Vote to approve MailChimp for distribution system; Approved by consensus

The following old business was discussed:

1. Overdue Minutes
   1. Minutes to be completed as a best effort for publication by December
2. Board Secretary Process
   1. Courtney is trying the position
3. Regional Status - next steps
   1. Submitted letter to BMRC
4. New Venue Committee - Status
   1. Needs an entry developed for publishing in the Alchemist
5. Committee Updates
   1. PW Committee
      1. Represented by Dusty; team searching for new container location; producing a shopping list for new items to be purchased by Alchemy

2. 2. Event Committee Updates
      1. Good after-event meeting with great ideas
      2. Mentoring went well
      3. Internal documentation being used for the first time
      4. TL callouts in mid-December
      5. Restructuring Effigy Callout process (incl budgeting) as an Effigy community subcommittee
      6. Finishing up reports and budget
      7. Adding kept knowledge about construction equipment rentals
      8. Attempted chargeback going in FAI favor
   3. Communications & Community Outreach Committee Updates
      1. New website meeting was productive, proposal being generated
      2. Year-end report for FAI in the works
      3. Townhall location has been secured
   4. Tech Ops Committee Updates
      1. Server reimage has been completed
      2. Alchemist re-enable delayed but has been completed
      3. MailChimp account has been activated, proactive signup plan
      4. Voting form ready to be set up with candidate info/app content
      5. Voting pushed to 19th
3. Container Investigation - Dusty
   1. Buried again; needs to put info in Counsel
4. Board Retreat - Tabled for transition meeting
5. Election Scheduling and New Events Committee
   1. Voting pushed to the 19th, per Tech Ops
6. 501c3 Status
   1. Process will be ready to proceed in January
7. Community Art Grant Program - tabled
8. ELT/Board Event Debrief / Townhall Status
   1. Location selected, time picked
   2. Online potential limited, public call for volunteers
   3. Future TownHall planning to be handled by C&CO

The following new business was brought before the board:

1. Bank Statement - As of 11/15/2014
   1. Org - 25,855.73
   2. Event - 66,673.99
   3. APW - 452.96
2. Community Space Considerations
   1. When, where, how?
3. Prepayment of 2015 expenses as possible
   1. CPA
   2. Counsel
   3. Internet/DNS
   4. Storage Containers

The board generated the following ACTION ITEMSCreate Venue Committee Callout -- JessicaPW shopping list and call to Alchemy for expenses -- DustyContact BM Gate Rep to find out how Blacklists are handled -- DavidConversation with BOD applications about limitations on Strategic Function -- DavidTownhall Proposal -- Jess and TareqNew Website -- SunshineWorkspace Rental -- TareqPublishing Minutes -- David and SecretaryThe board confirmed the upcoming meeting:December 20th - 1pm ; Location: Jessica and Tareq’s HouseMotion to Adjourn,  2:45 pm, seconded by Dusty; passed by consensus

FAI BOD Minutes: October 2014

MINUTES OF THE REGULAR MEETINGOF THE MEMBERS OF FLASHPOINT ARTISTS INITIATIVE, INC.The regular meeting of the Directors of FLASHPOINT ARTISTS INITIATIVE, INC. was held at 1:30 p.m. on October 18th, 2014, as a scheduled meeting by general consent of the board instead of the registered office of the corporation, pursuant to the bylaws of the corporation and by notice given to the community through all normal channels.The following Directors were present: David, Dusty, Sunshine, Jessica, TareqThe following acted as secretary for the meeting: DavidThe reading of the minutes of the last regular meeting was waived as they had been presented for review online.  The minutes were approved as presented by consensus after a motion from the chair, seconded by Dusty.  The minutes for the Alchemy meeting will be submitted to the board for review by November.In notice to the community, the Board submits this record of Business taken in session by the Board since the previous meeting:

1. Approved expenditures for Census

The following old business was discussed:

1. Regional Status - next steps in response to BM
2. Overdue Minutes
3. Board Secretary - set up application for individuals showing interest and move forward with selection process
4. New Venue Committee - Approval of committee pending community announcement
5. Insurance Update - high-risk policies are all we have available
6. Public Works Committee - Will need to invest in new batteries for the events, need new lights for Lighters of the Loo, Lamplighters need more lamps to replace missing lamps
7. Event Committee Updates -

• Build was well attended
• Structural issue with effigy revealed on Monday but redesign fixed it, special thank you too all of the volunteers who worked hard all week
• Early entry had about 600 passes issued, and 341 actual arrived - need additional formal volunteers on Wednesday for next time, no amplified sound on Wed
• The early entry system was a success!
• ELT worked well, only a few noise complaints, few medical issues
• On Saturday night, one vehicle on site hit vehicles in parking lot, was pursued by security, but drove off-site. Police were engaged, a board statement needs to be made about the accident.
• More details of the event’s successes and challenges will be listed on the event report
• Currently working on completing the Burning Man 30-day report

8. Communications & Community Outreach Committee Updates

• Last Alchemist was done by the committee
• Putting together another Alchemist with recap+photos, as well as outreach to the community (Care Mission, Flucks Off, Little 5 Points Halloween Parade)
• Next steps: working on year-round education; branding assets; improving leadership onboarding process

9. Tech Ops Committee Updates - kickoff meeting set for Tuesday, 10/21, will begin website redesign soon
10. Container Investigation - writeup will be submitted by Dusty
11. Board Retreat - set transition meeting timeline, will include current board and new board, in January/February
12. FAI Website - Jessica is working with front-end and graphic design to develop new branding, Sunshine will work with TechOps on the back end
13. Email Systems (for sending The Alchemist) - review options - Jessica will submit a report
14. Document Storage Options (Online Doc Vaulting) - suitable systems pending review; Ash and Tareq working on a sharable file for event leadership; expanding for SOPs, manuals, etc;
15. New Storage Unit Location - want to look for new location, pending post-event review.

The following new business was brought before the board:

1. Security Issues at Alchemy - security company pursuing Saturday night issues outside org, EC will gather info on all actual reports made to police department, Board advisory to be drafted on filing with the police.
   1. Dusty moves to a vote; seconded Jessica - is it the will of the Board to press charges concerning Criminal Trespass after review with Counsel?  Pass by consensus.

Move to Executive Session.Return from Executive Session.

2. Election Scheduling & Selection of New Events Committee - Callout dates
   1. Callout for EC and Board by Oct 27th
   2. Closing by Nov 17th
   3. Election start 18th-to 24th of Nov (probably 22nd)
   4. Town hall 22 or 23 November, TBD, probably at C4.
   5. Announce by November 24th for EC
   6. Election to BOD on December 5th, Announce Immediate
3. 501c3 Status
   1. Motion - It the will of the board to research Filing for 501c3 Status; Motion by Jessica, Seconded by Dusty; passed by consensus.
   2. Jessica will present a report to the board on the process of filing for 501c3 status.
4. Community Art Grant Program - tabled until later meeting
5. ELT/Board Event Debrief - handled under old business, Tareq will set a date for the meeting
6. Bank Statement - As of 10/18/2014
   1. Org - 25,899.55
   2. Event - 67,607.47
   3. APW - 2,116.39

The board generated the following ACTION ITEMSCallouts for EC - TareqCallouts for Board Election - JessicaTech Ops Committee Meeting - SunshineCommunication concerning Alchemist submissions and publication - JessicaTech Ops to work out voting system - SunshineFlashpoint Letterhead design - JessicaPoke APW about physical storage - DustyAlchemy Incident Statement - JessicaNew Venue Committee - DustySecretary Application - Jessica501c3 research - JessicaPut all dates on the website calendar - SunshineThe board confirmed the upcoming meeting:November 15, Saturday meeting 1pm at Jessica’s House.Motion to Adjourn, 3:40 pm, seconded by Sunshine- passed by consensusDecember 13thTimes: 1 o’clock sat. 3o’clock sun (unless rescheduled, usually later)

FAI BOD Minutes: September 2014

MINUTES OF THE REGULAR MEETING OF THE MEMBERS OF FLASHPOINT ARTISTS INITIATIVE, INC.The regular meeting of the Directors of FLASHPOINT ARTISTS INITIATIVE, INC. was held at 3:15 p.m. on September 14th, 2014, as a scheduled remote meeting by general consent of the board instead of the registered office of the corporation, pursuant to the bylaws of the corporation and by notice given to the community through all normal channels.The following Directors were present: David, Dusty, Nugget, Sunshine, JessicaThe following acted as secretary for the meeting: DavidThe reading of the minutes of the last meeting was waived as they had been presented for review online.  The minutes were approved as presented by consensus after a motion from the chair, seconded by Nugget.In notice to the community, the Board submits this record of Business taken in session by the Board since the previous meeting:1) Approved Alchemy Budget - by consensusThe following old business was discussed:

1. Regional Status - may be close to being approved - hinging on website completion, we’re told.  If BM wants us to be sanctioned, they will need to reach out with clear requirements.
   1. Sunshine to set up conference call with BMORG/Regional Team
2. New Venue Committee - Approval of committee pending
3. Insurance Update - applications out, no underwriting yet; pending reviews.
4. Technical Committee update - working on websites, re-branding, and transfer

after Alchemy

5. PW Committee update - purchasing some replacement tools
6. Event Committee Updates - Quartermaster doing lots of purchasing; teams

are excited, effigy is built, budget is solid, event will likely come in under budget.  Build and Teardown are tight lists to encourage ACTIVE participation - great to see so much volunteer involvement

7. Communications & Community Outreach Committee Updates - initial meeting with

comm and outreach people was held on 9/10, solid team assembled with specialties in social media, writing, etc. Looking at projects such as web content, social media management, updating web presence, org charts, etc.  Ready to publish memberships.  Talking to Media Mecca, working on media kits, etc.

8. Past due minutes - one more outreach effort before batch summary.

Other minutes need publishing.

9. Board Secretary - needs to be republished as a need.
10. Container Investigation - Dusty - publishing the story with picture of our person

of interest about lost property. APW looking for new container pending end-of-year budgets.

11. Euphoria 2015 - Dates ( 30Apr - 03May )
12. Alchemy 2015 - Dates ( 01Oct - 05Oct )
13. Adding Photo release to waiver (for FAI use by FAI staff only) - transfer to Jacob
14. Email Systems (for sending The Alchemist) - reviewing of options ongoing
15. Document Storage Options (Online Doc Vaulting) - reviewing by Comm Committee
16. Mermaid Float in east Atlanta Strut/burner artists feature on hold; build weekend.

The following new business was brought before the board:

1. FAI Website - explore options for design; work with internal people.
2. Alchemy Waiver - Jacob produced a short form!  Handed to ELT for approval.
3. Board Retreat - Mission, Vision and Strategy - post Alchemy, Nov timeframe
4. Bank Statement (balances as of 9/14/2015)
   1. Org - 26,291.01
   2. Event - 146,569.80
   3. APW - 1,694.21

5. Census costs - remand project for clarification, vote to be taken later; good idea.
6. Data Entry for Elections - list of valid voters from waivers; handed to Tech Ops

The board generated the following ACTION ITEMSNugget to reach out to Anna about CensusNugget to post approved minutesSunshine to set up meeting with BMORG/Metas/BoardSunshine to be doing Data Entry for electionsDusty to get waivers readyDavid to bug insurance companies for updatesJessica to do facebook policy, secretary callout, schedule for board retreatDusty to do press release concerning property lossDusty to get Euphoria/Alchemy dates in AlchemistSunshine to review Email Marketing SoftwareThe board confirmed the upcoming meeting:October 3rd, Friday, 6pm at Scheherazade Hookah Lounge (Alchemy)October 18th, Saturday, 1pm at David’s HouseMotion to Adjourn, 4:20pm, seconded by Nugget - passed by consensusNotice of upcoming meetings:October 3rdOctober 18thNovember 16th sunday meetingDecember 13th call for Election.Times: 1 o’clock sat. 3o’clock sun (unless rescheduled, usually later)

FAI BOD Minutes: August 2014

MINUTES OF THE REGULAR MEETING OF THE MEMBERS OF FLASHPOINT ARTISTS INITIATIVE, INC.The regular meeting of the Directors of FLASHPOINT ARTISTS INITIATIVE, INC. was held at 1:30 p.m. on August 16th, 2014, as a scheduled remote meeting by general consent of the board instead of the registered office of the corporation, pursuant to the bylaws of the corporation and by notice given to the community through all normal channels.The following Directors were present: David, Dusty, JessicaThe following Committee representatives were present: Patrick (Internet)The following acted as secretary for the meeting: DavidThe reading of the minutes of the last meeting was waived as they had been presented for review online.  The minutes were approved as presented by consensus after a motion from the chair, seconded by Jessica.In notice to the community, the Board submits this record of Business taken in session by the Board since the previous meeting:1. Approved Technical Operations Committeea. consensus2. Tunna to have authority to spend up to $6000 (Level 1) account with financial oversight from the Event Committee / Finance Officer.a. consensus3. Voted on FAI Logoa. (4 yeas, 1 yea with rights)b. David indicated that the circular logo was the one most likely to see general use, as it met more of the overall needs of the org, and was the one he preferred overall.The following old business was discussed:

1. Regional Status - may be close to being approved
2. New Venue Committee - Approval of committee pending
3. New Committee Position Callouts - under review by Committee leads, need to reply
4. Insurance Update - paperwork filed, reviewed
5. Internet team update- all good
6. PW Committee- no attendance
7. Event Committee Updates - on track; budget close to BOD approval; ready to spend money
8. Euphoria Event Report - published
9. Past due minutes for March, April - need executive summaries
10. Board Secretary - approved Heather for Sept meeting
11. Alchemy Budget Approval - pending submission by 05Sept14
12. Container Investigation - Dusty - no progress; need to reach out
13. Euphoria 2015 - Dusty / First weekend of May?

The following new business was brought before the board:

1. FAI Committees - Review Applicants, Next Steps
2. Email Systems (for sending The Alchemist)
3. Document Storage Options (Online Doc Vaulting)
4. FAI Website, Rebrand, Communications Strategy (in progress for upcoming update)
5. Cory Photo Policy (needs releases for any people in pic)
6. Adding Photo release to waiver (for FAI use by FAI staff only)
7. New Storage Unit Location (want to look for new location)
8. Mermaid Float in east Atlanta Strut/burner artists feature (help in recruiting)
9. Bank Statement
   1. Org - 30,565.98
   2. Event - 178,488.73
   3. APW - 1,702.10

The board confirmed the upcoming meeting:September 14th meeting Sunday -- 3pmLocation: TBD; Probably at David’s house since it won’t be filled with Playa.The meeting was adjourned at 1:45 - chair motion to adjourn; second by Dusty, approved by consensus.

FAI BOD Minutes: July 2014

No Meeting Held for July 2014

FAI BOD Minutes: June 2014

MINUTES OF THE REGULAR MEETING OF THE MEMBERS OF FLASHPOINT ARTISTS INITIATIVE, INC.The regular meeting of the Directors of FLASHPOINT ARTISTS INITIATIVE, INC. was held at 1:30 p.m. with the start of operational business at 1:53pm on June 14th, 2014, at the house of BOD Member Sunshine at 6380 Dodgen Road, Mableton, GA 30126 and via Electronic connection for non-attending BOD members by general consent of the board instead of the registered office of the corporation, pursuant to the bylaws of the corporation and by notice given to the community through all normal channels.The following Directors were present in person: SunshineThe following Directors were present electronically: David, Dusty, JessicaThe following acted as secretary for the meeting: DavidThe reading of the minutes of the last meeting was waived under motion by Dusty, seconded by Sunshine, and passed by consensus.  The chair remands the minutes to be published to the community at the earliest possible opportunity.In notice to the community, the Board submits this record of Business taken in session by the Board since the previous meeting:

1. Approved Technical Operations Committee
   1. Vote -- approved by consensus
2. Tunna to have authority to spend up to $6000 (Level 1) account with financial oversight from the Event Committee / Finance Officer.
   1. Vote -- approved by consensus
3. FAI Logo submission
   1. Vote -- 4 yeas, 1 yea with rights, approved with feedback to designer

The following old business was discussed

1. Regional Status & Sunshine’s response to Ra$pa
   1. nothing has changed
2. New Venue Committee
   1. no proposal received, but Jacob Davis considering submitting
3. New Committee Position Callouts
   1. Will be done for callouts in upcoming Alchemist
4. D&O Insurance
   1. David - initial review was far too expensive for our needs.  Kicking back for a re-review.
5. Internet team update
   1. Sunshine in contact with Patrick
   2. Logons being consolidated to enable effective evaluation.
   3. Considering inclusion of rudimentary content management system distribution
6. PW Committee
   1. Dusty to write up for votes, still pending
7. Euphoria 30-day report
   1. sent to RCs, still pending feedback
   2. Minor changes and potential Org financial details requested
8. Event Committee Updates
   1. Alchemy - 2nd round of tickets sold out; 2nd Team lead meeting went well. Amber and Age selected for Temple.  Evan’s crew incorporating [Architect] to make a stronger design.  Looking at designs for swag; looking at quotes for EMS and Security.
   2. Some bumps as people learn how to deal with a consolidated team approach (ex: Fire Safety team having oversight)
   3. Art Fundraiser -- is a go, the team still needs to understand centralization and responsibilities.  Insurance still pending.  Given out cross pollination grants, leaves $18000 for new art across 36 applications. Will be using Paypal at the event with a laptop.
9. Past due minutes for March, April, May
   1. need executive summaries
10. Board Secretary
    1. Publish callout for new Secretary in Alchemist
11. Budget vote - online vote closed
    1. Vote -- approved by consensus of voting members (1 abstention)

The following new business was brought before the Board:

1. FAI Logo
   1. Sending back feedback about positioning and structure to creator for consult
2. FAI Website, Rebrand, Communications Strategy
   1. Sunshine and Jessica will be working closely to rebrand everything to create a distinction as part of initiating community outreach.
      1. Rebranding Alchemist, new design and format, keeping old name
      2. New community outreach strategy
      3. Establishment of standard business/art program visibility
      4. Website rebuild for stronger professional message
3. BOD Focused Alchemist
   1. What to include?
      1. Events Committee Restructure
      2. Other Committees
      3. Publish YTD financials
      4. Publish a link to the Budget

EXECUTIVE SESSION ENTEREDRETURN TO NORMAL SESSION

4. Events Committee --
   1. Euphoria 2015 - Dusty, suggested dates
   2. Need input from Jacob’s Committee (get him rolling faster)
5. Bank Statement
   1. Org - $35,564.36
   2. Event - $123.667.64
   3. APW - 3169.03
   4. Agree to publish final financials after Bookkeeper Review

VI. CONFIRM UPCOMING MEETINGJuly 18th, 2014  2pm  // Hosted by Tir Na n’Fir at TransformusVII. ADJOURNAdjourned at 3:18pm

FAI BOD Minutes: May 2014

MINUTES OF THE REGULAR MEETING OF THE MEMBERS OF FLASHPOINT ARTISTS INITIATIVE, INC.The regular meeting of the Directors of FLASHPOINT ARTISTS INITIATIVE, INC. was held at 1:30 p.m. on May 18th, 2014, at the house of BOD Member Jessica at 1680 Newton Avenue SE, Atlanta, GA 30316 by general consent of the board instead of the registered office of the corporation, pursuant to the bylaws of the corporation and by notice given to the community through all normal channels.The following Directors were present in person: David, Dusty, Jessica, Sunshine, Nugget, TareqThe following acted as secretary for the meeting: DavidThe reading of the minutes of the last meeting was waived as they were not available at the time of meeting.In notice to the community, the Board submits this record of Business taken in session by the Board since the previous meeting:

1. Approved Events Committee pursuant to the outcome of the April meeting
   1. Vote -- approved by consensus
2. Approved Vote to appoint the following to the Events Committee: Robert Lucas, Ash Monogue, Melissa Roberts, and Jason Sanders.
   1. Vote -- approved by consensus, 1 vote with rights, no discussion submitted
3. Approved Communications Committee pursuant to the outcome of the April meeting
   1. Vote -- approved by consensus
4. Approved Outreach Committee pursuant to the outcome of the April meeting
   1. Vote -- approved by consensus

The following old business was discussed

1. Regional Status
   1. nothing has changed, more communication ongoing
2. New Venue Committee
   1. no proposal received; will reach out to those showing interest to see if this is going to happen as a community effort or should it be an official FAI committee.

3. Financial Update- Provided by CFO Dusty
   1. Account Totals

Org 4949Event 2017APW 195PayPal 81551 (Alchemy T1)

4. Comm team/positions - Jessica
   1. time to do a callout for the jobs associated with these two committees
5. Tech teams/positions - Sunshine TechOps Committee Description
   1. will write up final requirements and submit extra-session for a vote
6. D&O Insurance - David
   1. insurance company interested, doing underwriter’s eval
7. Internet team update- if available- Nugget
   1. no update
8. PW Committee-
   1. Dusty to write up for votes to create in the same structure as other committees
9. Liberty Bottles continued discussion
   1. David to call to get pricing/ timelines to see if these will work for Art Fundraiser
10. TL/ELT staff review question
    1. Board suggests hierarchical review structure, notified Event Committee
11. Euphoria 30-day report
    1. sent to RCs, pending feedback
12. Proposal to authorized Tunna (Event Committee member) to have authority to spend up to $6000 (Level 1)
    1. Vote to approve via extra-session; Mind of the Board is that this authority to spend money from the Event Account with financial oversight from the Event Committee / Finance Officer is reasonable.

The following new business was brought before the Board:

1. Art Fundraiser/Insurance
   1. David working with agent to get a quote for extra-session approval
2. Art Fundraiser update - Event Committee
   1. Lucas/Sarah/Trevor to organize, getting venue and dates (3rd or 4th weekend of June)
3. Past due minutes for February, March
   1. reaching out to Carissa for executive summary minutes, recognize that we may need to recreate these for expediency.
   2. Any votes on the recreated minutes will be done extra-session.
4. Ra$pa email to the Board and Sunshine, and FAI Board response
   1. Board nominates Sunshine to be the Burning Man Liaison (not advisory position)

Vote - Passed by consensusSunshine to write response as liaison, send to EVERYONE

5. Incendia Proposal
   1. Nugget and Tareq will get a message to Cory (proposer) -- unfortunately this is not something we can do at this time, but it really sounds cool.
6. Budget vote
   1. online vote coming after updated doc to board.
7. Secretary position
   1. Board assigns responsibility for agenda creation
   2. A request for hiatus email received from Carissa for personal reasons
   3. Board to thank for services, put out a new call for Secretary….
      1. Nugget moves to put out a new call / Dusty Seconded
      2. Vote - consensus
      3. Nugget to handle thank-you communication, wish her well in getting things on-track for herself, and acquiring outstanding correspondence.
8. Vice president position
   1. Position required by Bylaws
   2. Chair suggests that CFO and Vice President role be merged
      1. Vote - consensus
   3. Board nominates Dusty to VP position
      1. Vote - consensus
9. Invoice for next block of tickets from Thunder Tix
   1. Invoice listed Alchemy, LLC as the client
   2. Nugget will request have FAI added, not ALLC, as billing entity
   3. New invoice will be presented to the Board extra-session for vote and payment.
10. Team Lead callouts are out, closing soon (from Events Committee)

VI. CONFIRM UPCOMING MEETINGJune 14th, 2014  1pm  // Hosted by Sunshine 6380 Dodgen Road, Mableton, GA 30126VII. ADJOURNAdjourned at 2:35pm

Alchemy BOD Minutes: January 2014 Special Meeting

ALCHEMY, LLC - BOARD OF DIRECTORSJanuary 1st, 2014Conference Call4:05pm Meeting comes to OrderI. TAKE ROLLSarah Griffith, Trevor Register, Dusty Graham & Ranger Nugget.II. RECORD OF BUSINESS TAKEN IN SESSION BY BOARD SINCE LAST MEETING1.  Approve December 2013 MinutesProposed: SarahApproved by consensus2.  Approve LLC paying gas for Lafayette tripProposed: SarahApproved by consensus4.  Approve a yearly recurring membership fee of $360 for C4 AtlantaProposed: Sarah3 yea, 1-abstain (David)5.  Approve $3,000 donation to National BWB earmarking $1,000 for BWBGA and $2,000 for development/organizational activities for Georgia Burners, LLC.Proposed: DustyApproved by consensus6.  Deny proposal by The Sextant Group to complete a sound study on Cherokee Farms for $9,500Proposed: DavidApproved by consensus7.  Approve FAI, Inc.'s offer to purchase outstanding assets of Alchemy, LLC. for the purchase price of $14,898.30 with a $10 consideration and a promissory note due in 36 months.Proposed: Nugget4 yea, 1 abstain (David)8. Approve Alchemy 2013 Event ReportProposed: Trevor4 yea, 1 abstain (David)9. Approve Charitable Donations document for postingProposed: Sarah4 yea, 1 abstain (David)10.  Approve Alchemy P&L Report for releaseProposed: Dusty4 yea, 1 abstain (David)III. BUSINESS OF SPECIAL MEETINGMotion to accept record of business as presented by Nugget on 12/31/2013.Proposed: SarahSecond: TrevorPasses via consensus of non-conflicted BOD members.Motion to grant David Stabler the authority to close all Alchemy, LLC bank accounts.Proposed: TrevorPasses via consensus of non-conflicted BOD members.Whereas Alchemy, LLC will be dissolving ,Let it be resolved that all Event Leads, Team Leads, volunteers, and Officers of the company are released from service effective 4:30PM EST on 1/1/2014.Proposed: TrevorPasses via consensus of non-conflicted BOD members.Motion to dissolve Alchemy, LLC effective 4:45PM EST on 1/1/2014.Proposed: TrevorPasses via consensus of non-conflicted BOD members.Motion to approve the minutes of this meeting.Proposed: TrevorPasses via consensus of non-conflicted BOD members.Sarah Griffith resigns from the BOD of Alchemy, LLC.Alexander Hodge (Ranger Nugget) resigns from the BOD of Alchemy, LLC.Dusty Graham resigns from the BOD of Alchemy, LLC.Trevor Register resigns from the BOD Alchemy, LLC.IV. Adjourn 4:28 PM EST.

Alchemy BOD Minutes: December 2013

Alchemy, LLC. - Board of DirectorsDecember 15th, 2013Location: Sarah and Trevor's HouseMarietta, GAMeeting Begins: 3:41 pm

1. TAKE ROLL

Board Members: Dusty G., Trevor R., Sarah G., Ranger Nugget- via Hangout, David S.Board Support: Carissa C.-Secretary.II. RECORD OF BUSINESS TAKEN IN SESSION BY BOARD SINCE LAST MEETING

1. Approve August 2013 Minutes.

Proposed: SarahApproved by consensus

2. Approve September 2013 Minutes.

Proposed: SarahApproved by consensus

3. Approve November 2013 Minutes.

Proposed: SarahApproved by consensus

4. Renew all 12 domain names that Alchemy, LLC owns such that they expire in 2015 for a cost of $133.27.

Proposed: DustyApproved by consensus

5. Migrate Quickbooks Online to year-round billing cycle for $429.00.

Proposed: DustyApproved by consensus

6. Pre-pay webhosting with A Small Orange for 12 months for $720.00.

Proposed: DustyApproved by consensus

7. Pre-pay Extra Space Storage for 12 months rent for $3,096.00.

Proposed: DustyApproved by consensus

8. Instate Dusty as account manager for our Extra Space Storage units.

Proposed: DustyApproved by consensus

9. Allow David to post a callout for his new org for leads for an event to be held in Spring 2014.

Proposed: Trevor4-yay, 1-abstain (David)

10. Close the PayPal account.

Proposed: TrevorApproved by consensus.

11. Pay $22,118.45 to Georgia Department of Revenue for AAA’s 2012 sales tax.

Proposed: DustyApproved by consensus.

12. Post requested announcements for the GA Burners organization in The Alchemist.

Proposed: TrevorApproved by consensus

13. Pay $447.84 to IRS due to fees for AAA.

Proposed: DustyApproved by consensus

14. Approve capital purchasing as presented by Public Works.

Proposed: SarahApproved by consensusMOTION: Motion from Chair to accept. Accepted into minutes by Consensus.III. OLD BUSINESSAlchemy

1. Event Report – David

Report must be put in now with all available information, due now even if missing a team or so. Discuss with Bookkeeper to present monetary report as BM would like to see.

2. Church near Cherokee Farms-

Church is Nonprofit, we would like a donation. Charitable donations within Lafayette are hard to facilitate due to lack of internet connectability community driven efforts.

3. 2014 Scheduling – Dusty

Have not spoke with Smoky recently and we are waiting to hear back from him.Financial Update - DustyReimbursement – DustyEverything besides our Lawyer has been settled, reserving retainer for Lawyer service. CPA services have been reserved. Spend $28,720.42 to wind down.File Cabinet – CarissaTo be purchased today.Org Transition update – DavidOrg Transition-Stuart, billing oriented and there is movement on transition. Try to get cleared up as fast as possible. Want some income this year, possibly going to sell early bird tickets or ELT and Board guaranteed tickets. Will be moving banks when EIN comes in. Waiting on Stuart, then election announcements.IV. NEW BUSINESSPayPal account update – TrevorCan not close online. Will call, advanced pro payments have stopped. Will notify when closed.Summary of Capital Purchases - DustyExact amount of money remaining In a spreadsheet and ready to be sent to Lawyer.Charity donations – SarahDusty requests that money be allocated and left over from allocation. $2000 set aside for closing out business with a pre-approved charity to receive leftover.2 GLC scholarships for $500 each to cover travel and other related expenses. (Total of $1000).ARTSNorthwest Arts Guild, 501c3, revitalizing a theater and doing plays now. They want to revitalize the arts of Lafayette. Art programs in the public schools have been cut so they would like to begin doing after school programs next year but have almost no support or income. Would like to donate $5000 to the Northwest Arts guild. It is a good way to see us within the Lafayette community in the arts programs.Would like to donate $1000 to Care Mission, which is owned by a couple in Lafayette and help 400 families a month with food and clothes.Including the $1,000 donation to the church and the $1,000 donation to the Fire Department, we will have given $8000 to Lafayette Community this year.Alchemy/Beltline proposal – SarahArt on the beltline, funds artists and gets our logo 6 places on the beltline. $3000Figment -$5000 donation to Figment, like our art fundraiser but instead of proposals you have actual projects available to see. They have never been to Atlanta so it would be good to have them come and build a good open community that everyone would be open to associating us with good art.Twinhead Theater- $1000 Local theater that does free shows and Burner involved within the community.Wonder Root $1000COMMUNITY-Freeside- $500 to Freeside for their generous offering of their community space.Alternate Roots- $500 donation.Openhand $500HUMAN RIGHTS-Lost-N-Found- $2000 to Lost-N-Found, currently housing for 15 but buying a new house.ENVIRONMENTAL-Trees Atlanta- $1000 with name recognization.Global Growers- $500 Teaches people to farm and plants gardensBURNER RELATED-Burners without Boarders National- Earmarked to BWB GA donation specifically for art projects $1000. We want to see where our money is going.Georgia Burners- Donation $2000 earmarked for start-up costs for their nonprofit, if it is not used for specified reasons then to be given to BWB National for projects.OVERFLOW DONATIONS- (subject to Change)Sistersong- up to $1000Atlanta Symphony Community Orchestra- up to $1000Friends of the Library in LaFayette- $700 up to $1000Communications SOP – NuggetTabled indefinitely.VII. ADJOURNMOTION: Adjourn by Chair. Passed by consensus.

Alchemy BOD Minutes: November 2013

Alchemy, LLC. - Board of DirectorsNovember 10th, 2013Location: Dusty's HouseDuluth, GAMeeting begins: 3:24pmAttendees: Trevor Register, Sarah Griffith, Dusty Graham, and David Stabler. Ranger Nugget (Alexander Hodge) is attending via Google Hangout.Burning Man Regional Contact (RC): Jim T.RECORD OF BUSINESS TAKEN IN SESSION BY BOARD SINCE LAST MEETING

1. Sold a used generator to Alchemy attendee at the event for $350 that was deposited by David Stabler into the Alchemy LLC Account.

MOTION: Chair motions to accept record of business taken in session. Passed all in favor.OLD BUSINESS

• Vote for removal of BOD member due to absences – David

David as Parliamentarian announces that the Board has now announced to the community the impending vote to remove Nugget from the board due to two consecutive missed Board meetings. The community seems very concerned. Procedure as it stands is note for record the member not in attendance at meetings, was done. There was proper notice to the community regarding when and where the vote would be held, and now the Parliamentarian calls to the Chair to request a motion be made for removal of Nugget under the bylaws as required by our organization.MOTION: Chair motions for the vote to remove nugget from the board. Unanimous NAY. Ranger Nugget remains a voting, participating member of the board.

• RC update- Jim

Items to know, waiting to hear back from Burning Man, they have new offices so running a little slow. Euphoria report has been submitted. Raspa has been sent a link and will contact us soon, he will call and have the retroactive regional status of Euphoria cleared up. It is brought up that other events may not have lost status for the first year of their non-profit after transitioning from and LLC. to a non-profit, but Alchemy, LLC. is one of the first organizations to transfer with multiple events under lead. This is a new concept for Burning Man itself, as they have not had to separate events from the Org. and it is being resolved. Jim will be checking on that. There is a guidepost and checklist that should be available to us soon to determine what must be done for status going into the new Org.Open Items: LLC wrap up with the adviser agreement, insurance policy privacy agreement with BM, will be in place once status is cleared, until then they are not party to the policy.The RC's are asking for Organization donation disbursements, Jim will put together essentials and wish list. The requests cover legal for Georgia burners 501C3, a tentative list is discussed including helping fund a new event 2014 under another organization. BWB GA and National, Georgia Art, Freeside 501C3, and other local groups. RC's request that this be donated as a lump sum, to be dispersed as Org. wishes through BWB National.The Board discusses on the idea of how this funding should have dual credit with our name listed, and that this Organization is funding charitable work and not just throwing events. Jim responds with BWB National being a dual party network. There are supplier networks and recipient networks, “if you are not a recipient then you are part of the supplier network” in conjunction with BWB National. The Board requests that our name should have a “Provided by:” title on charity work mostly funded by our Org. (ex: start up donation for a smaller event) to show good character on our part. Jim responds with the potential of cross- functionality, and liable protection with (god-forbid) an occurrence at one of our events that could effect the name of another entity, including our charitable donors and vice-versa. This just needs to be discussed more in depth with the community and the effect of working together with neighbors. The donations are supported by the board, and will be discussed with the news of final finances. Alchemist note to go out about cross pollination with BWB who also is open to proposals for funding projects from the Alchemy, LLC. community.

• Org Transition Update- David

Timeline: Asset lists now. Need to be given to lawyers. Will slam in new Org, have officers in place and begin wind down of LLC. Alchemy, LLC. will exist until Alchemy reports are in. Current Board will remain in place until close of LLC. Elections will begin in December, for January position.

• Alchemy 2014 Scheduling-

Issues with the scheduling because of busy season, Only date available with a build weekend has a tear down cut off of Monday at noon to Effigy hill. Then the rest of the day to get everything torn down and out to the storage container. Other option has no build weekend.

• Financial Update- Dusty-

Budget is written up, getting with bookkeeper to pay sales tax, spend down on items directly related to the event and possible donations. Waiting on APW item wish list for replacement and necessary items for Org.

• Insurance update- David

Insurance good, no claims made from Alchemy 2013. Insurance has shown interest in continuing to work with us. YAY! Income tax paid for AAA for 2012. State taxes paid and settled, and time to dissolve AAA.

• Euphoria Afterburn Report Status- Trevor-

Changes made, there was a burn. Report had to go in before retroactive status could be determined. Numbers add up, Good Job!

• BM Regional Status- BM Advisory Officer position- David

The appointment of an adviser, original advisory document says: Advisers shall be appointed by consensus or by majority vote of the board at a standard meeting of the board, with qualified applicants provided by the Burning Man regional contacts. Their services as an adviser will not disqualify a candidate from future work allowing an adviser to continue from one org to another as Black Rock, LLC or BM RC's so desire.Requirements: The appointment of the adviser as Black Rock, LLC. shall be confirmed by the Board at a standard meeting of the Board.Under Georgia law we must not simply confirm. The board must appoint them and the board can remove the adviser if we desire to remove them. We will select from nominees that Burning Man provides. Burning Man has the check and balance to give us regional status, not control of the Org, from external positions or within the Org. including RC control. They have a right to know, but no obligation to be informed as currently written, so any appointed adviser does not have to attend meetings but must make themselves liable to remain informed through meeting attendance, etc. to be a good adviser and serve the community well.Georgia State Adviser to the Board and advising the event leads will keep us in line with BM wishes and regional status; BM may choose representatives they believe will do this job well in representing their wishes. These are the rights of BM to the Org under state law. In complying with Burning Man and remaining a regional, we have network connectivity with resources and neighboring events, and support for and from these networks.

• Past due minutes: July 2013, August 2013, September 2013- Sarah-

July and October are posted. August, September, and November will be up before the end of November. Sarah will be constructing September 2013, while Carissa works on August and November.MOTION: Chair motions for a Chili break.Everyone agrees with the motion,(And at note of the Secretary... The chili, which the Chair made himself, was so delicious that community members should come to the meetings because they could share in the deliciousness and in the awesomeness of being involved. Jusssss sayyyyin'.)NEW BUSINESS

• Euphoria ELT callouts-

Cant not be done by this Organization as the LLC will have dissolved by the projected Euphoria date.While on the subject, there is an Organization who would like to submit a callout through Alchemy's Channels for Event team Leads, if the Board will allow it, for an unnamed event to be held in March of 2014.ACTION: Send callout for event team leads for Yet-to-be-named Organization through Alchemy, LLC. channels of communications for a yet-to-be-named event they will be having.

• Bylaw feedback from individual BOD members-

Only changes agreed upon will be discussed here.*Quorum voting must be majority plus one to pass any vote, to prevent a minority of board passing any decision.*All electronic polls must be non-anonymous, as in a signed electronic poll to verify all parties involved are aware of their vote.*Committees- One board member must be a part of each committee created. They may attend committee meetings as little or as much as they would like but will be the liaison between the board and the committee just as the current procedure remains with the board now.*Term limits- Elected receiving term limits, Appointed positions (Business hippies) with no term limits at intervals of one year and at discretion of board (ex: Secretary or Bookkeeper allowed to remain in specialized position as long as they wishes to do the work, and the board feels they can do the work needed.)The Elected receiving term limits allows for someone to take a break from board duties and possibly work into helping our community in new ways, say a board member becoming an ELT or to start a committee, etc. Some of our greatest strides have been when the Org has been in crisis, also trusting the community to step up and support the continuation of our community and to allow for and encourage change.The Board agrees that term limits are good for: the board, to allow fresh ideas and to keep people from getting burnt out; and for the community, to allow our community opportunities at other positions such as the board member having to find a new way to participate or a new community member the opportunity to become a board member. If the board needs any member for a specialized role and they have reached the capacity of their term limits for the time being then the Board still has the right to appoint them for a team or committee to fulfill this need.Agreed upon that elected positions will come with the term limits of 4 years on and 2 years off. (Two elected terms and one full term off)*Individuals who have attended any paid event or function managed by the Org. within the previous 24 calendar months are considered active members of the community with voting rights. Discussion on how to register as a voting member will be decided upon later. Not bylaws.*Removal of board members, want to have a public notice on removal of board member to allow community to speak on behalf of the member, or the member to speak on behalf of themselves.*Compensation of Directors, not guaranteed (may, but is not required to) but the possibility and flexibility of compensating Directors would allow for potential exponential growth beyond a system that could be well run by volunteers, also allows for support and services to remain paid and it is noted that board and its members that decides to compensate will not receive compensation to prevent furthering of personal agendas.*Note to Community, at the quarterly meetings any changes to bylaws will be presented to the community with the ability for feed back. Public notice of amendments and request to community for feedback.*Definitions- All ages events as a foundational belief within the creation of this Organization, protecting this belief within the bylaws should be supported. Allows future boards to amend this, but makes it a little harder and clearer to the community if this changes. Allowing Org support for certain events that are not all-ages, but specifying that maintaining an environment that supports the inclusion of children within our community is important in terms of burns being a cultural movement and something more than just a party, and being inclusive to as many people as possible. Our Org is the one of the last remaining in the region that allows all-ages.The problem is how do we support this in our bylaws without limiting the Organizations ability to hold an 18+ event in a limited scope if we want to? Supporting community thrown events, that allow for subsets of the community to possibly host an age -restricted event is also important to include for those within the community who would like that atmosphere.This discussion will be continued after consulting our legal consultant on terminology that will neither limit nor restrict some of these important points.

• Internet team volunteers Report- Trevor-

A few people responded saying they would like to be consulted, but there are enough opinions floating around, and one responded with having a little extra time during the week. Once the new Org is solidified there is a need for the current internet committee lead to establish what specializations he might want and to do a callout for these needed positions.

• Communication Plan- Trevor

Support and proper attention to the Communication plan, Chair tables to internet for time.

• LLC spend down Wish List-

Replace canvases, a few new shade structures, generators, more totes, shelving. Etc. Possibly another large circus tent, APW is working on list. Needs list submitted by the end of the week, other wise APW does not get burner Christmas. :(

• Inventory and asset list- Carissa/ Sarah (ALSO Inventory Manager/ filing cabinets)

Inventory asset list is being compiled and Quartermaster is working on Prices. Carissa to talk to APW about a post Alchemy inventory or just work on wind down for new Org. Compile papers for LLC wind down and lock down.

• PW/ Quartermaster Update- Carissa/ Sarah-

Waiting, Sarah has attempted to Contact Quartermaster multiple times to resolve inventory for wind down and has not heard back with the Alchemy inventory.

• Walker County- Dusty-

Church fixed their broken window at cost, $75. The Pastor's bible was taken, and the emotional damage caused by that within the Churches community is heartbreaking. The Org would like to show support to the Church but liability in showing support might confuse our community support with taking responsibility for the event that occurred. Discussion is still in play as to what may be done.CONFIRM UPCOMING MEETINGTrevor and Sarah's houseDecember 15th, 20133pmADJOURNMOTION: Chair motions to adjourn. Meeting ends at 7:36pm.

Alchemy BOD Minutes: October 2013

ALCHEMY, LLC - BOARD OF DIRECTORSOctober 19th, 2013Location:  Alchemy 2013Scheherazade theme camp1:15 Meeting comes to OrderI.TAKE ROLLSarah Griffith, Trevor Register, David Stabler, Dusty Graham & Ranger NuggetJacob Davis, General CounselCarissa not here.  Sarah taking notes.  Trevor running the meeting.II. RECORD OF BUSINESS TAKEN IN SESSION BY BOARD SINCE LAST MEETING1.     Approve not creating new PayPal account until after org transition.Proposed: TrevorConsensus in quorum.2.     Approve Tunna purchasing 2 generators for approximately $2,184.84 to come out of the Org budget.Proposed: SarahConsensus in quorum.3.     Approve March 27 - 30 for Euphoria 2014 date and March 21 - 23 for build weekend.Proposed: DustyConsensus in quorum.4.     Approve October 16 - 20, 2014 for Alchemy 2014 date and October 10 - 12 for build weekend.Proposed: SarahConsensus in quorum.5.     Approve changing of Alchemy 2014 date to October 2 - 6 and build weekend to September 26 – 28, as the property is unavailable for our first two choices.Proposed: DustyConsensus.III. OLD BUSINESS1.   Point of Parliamentary Procedure - DavidWe note that we have a Board member with 2 absences this year, but have yet to meet the community Bylaws for notification.  Will follow through with notification and address this at the November.  Board enters executive session to discuss a personal matter.2.     Financial Update - Dustya.     AAA, Inc 2012 Income Tax (9/15)Paid 1 week late, due to some issues with the IRS filing process.  There might be an additional late fee due to this, which will be paid once we receive notification.Jacob raises a question:  Matter still outstanding, AAA’s taxes were paid with the LLC account, so we should speak with our CPA about how this will be handled next year.The 6 AAA Incorporators need to meet, preferably before year’s end, to discuss the dissolution.ACTION ITEM - Sarah:  Contact all 6 AAA Incorporators and work out those details.b.     LLC Sales TaxCurrently unable to pay those taxes, without the cooperation of the original organizer of the LLC.Motion:  Allow Jacob to discuss creating an account to hold the money to pay to pay Alchemy LLC taxes in escrow.Approved by consensus.Jacob comments:  As Alchemy LLC’s  Bylaws do not specific the manner of dissolution, he recommends we investigate the option of administrative dissolution.3.     Insurance Update - Davida.     AlchemyInsurance for Alchemy 2013 was secured shortly before the event, at much less cost thananticipated.  The budgeted amount was $14,000 and the cost was around $4,000.  That money will go to covering additional cost incurred during the build and burn.For the first time this year, our insurance covered up to 5 million.  The coverage is overall very thorough and participants are also covered for some things.  The insurance company has already expressed interest in covering Euphoria.  Once the new Org is fully initiated, David will begin the formal application process for Euphoria 2014’s event insurance.b.     D&OTabled until the new Org is created.4.     Euphoria - Saraha.     Afterburn Report StatusSubmitted to Burning Man.  The RCs had a few questions, which we will address after Alchemy.ACTION ITEM - Sarah:  Bump Tareq’s email next week to finalize discussions.5.     BM Regional Statusa.     Alchemy StatusNot before Alchemy, though retroactive might be possible, per Burning Man.b.     BM Advisory Officer position – DavidStill tuning up language in dialogue with BM RCs.  Process was somewhat put on hold due to Alchemy preparations.  Will be written in a way that will be consistent with the function of that role for our new Org.ACTION ITEM:   David to continue working with the RCs on the officer position.IV. NEW BUSINESS1.     Past due minutes: July 2013, August 2013, September 2013 – SarahDue to some extenuating circumstances in our Secretary, Carissa’s, personal life, she has been unable to keep up with the minutes.  Sarah has also been unable to complete the minutes, as Carissa has the recordings and notes.  The minutes must be completed before the transition and before the next round of elections.  If Carissa can complete the outstanding minutes herself quickly, that’s preferable, but if not, she should turn over the recordings so that the Minutes can be updated.ACTION ITEM - Sarah:   Finish July Minutes.  Work with Carissa on August & September minutes.2.     Review and discuss bylaw feedback from community members given prior to Alchemy 2014Still incoming.  Collecting more feedback via Connexus currently.  Only a couple of forms were turned in when Trevor checked.  The items suggested were briefly discussed and were things already on our radar.3. Alchemy, LLC generator sold at Alchemy 2013An Alchemy, LLC generator was sold to a community member at the Alchemy 2013 event.3.     Org transitiona.     Transition timeline – DavidStarting approximately 1 month after Alchemy so we have a complete inventory from Alchemy.  We need a complete list of assets to put on the promisory note, as well as an appropriate value on those assets.ACTION ITEM - Sarah:  Discuss with Tunna (APW & Quartermaster) about infrastructure to replace pre-transition.ACTION ITEM - Sarah:  During Tear Down, focus on getting the inventory as complete as possible.b.     New bylawsThe lawyers have done their work.  We’re currently doing some minor edits based on our feedback and feedback from the community at large.c.     Asset transferWaiting on the asset list from Tunna, the Quartermaster.d.     New email listTabled.4.     Electionsa.     DatesMOTION - Sarah:  Announce nominations opening in the next Alchemist.  Nominations to open 11/3 and close 11/17 (Sunday).  Voting begins 11/20 and ends 12/4 (Wednesday).Motion withdrawn.  After some discussion, it is agreed the new Org should do callouts, so cannot commence until the transition is complete.b.     Administering - Internet teamACTION ITEM - Trevor:  Communicate final timeline to the Internet Team once decided.ACTION ITEM - Sarah & David:  Reach out to ELTs and attempt to get TL physical address contact information.V. CONFIRM   UPCOMING MEETINGNovember 10th.Whose house?  Dusty’s!What time?  3pmVI. ADJOURN 3:31pm

Alchemy BOD Minutes: September 2013

ALCHEMY LLCBOARD OF DIRECTORS MEETINGSeptember 15th, 2013Meeting location: David’s House2596 Alpine TrailMarietta, GA 30062Come to Order: 3:29pmI.TAKE ROLLBoard Members:  Sarah Griffith, Trevor Register, David Stabler, Dusty GrahamSecretary:  Carissa ChickenfriedParliamentarian notes:   We are missing one Board Member, Ranger Nugget, who is missing his second meeting.Also missing any Burning Man Representation.  They are available by phone, if needed.II. RECORD OF BUSINESS TAKEN IN SESSION BY BOARD SINCE LAST MEETING

1. Approve of Lucas Sims organizing a Town Hall on September 14, 2013 at Freeside Atlanta.No opposition from the Board.Approved by community action.

Motion to accept record of business taken in session?Proposed:  TrevorSeconded:  SarahApproved by Consensus in QuorumIII. OLD BUSINESS

1. Financial Update - Dusty
   1. AAA, Inc

2012 Income Tax form and a check for $8,722.00 will be mailed Monday, September 16th.  Still awaiting notification of any late fees from State and Federal.2012 Sales Tax still pending, as the proper way to pay it is investigated.

2. United Rentals

Outstanding bill from Alchemy 2012.  After investigation, it was paid in full.

3. Chase Account

We no longer use this account.  The account owner says she’ll be closing the account shortly.

2. Insurance Update - David
   1. Alchemy

Recently received some good indications from an insurer.  Awaiting a quote.  Indications seem good!

2. D&O

Pending Org Transition.

3. Forums - Trevor

Going live this week!

4. Euphoria - Sarah
   1. Afterburn Report Status

EELT is nearly done and polishing.  Report should be in soon.

2. Euphoria 2014 Date & Location

Location:  Cherokee FarmsProposed Dates:  Must be before May 1st, due to the burn ban.  We’ve  checked with the other Southeaster burns and the CF’s events calendar, which hasn’t been updated for 2014, so we’ll have to check with the land owner.  Choices, in order of preference:1)  April 24-27  (Might conflict with a standing event on CF)2)  April 10-13  (Might conflict with FLAME)3)  March 27-30c.   General discussion about increasing art at Euphoria in 2014.

5. Alchemy - David
   1. Upcoming meetings

September 29th, 3pm.  They also stayed after the Town Hall and spoke with various Team Leads.

2. Vetting ByLaws at Alchemy

We’ll be using our old ByLaws.  New ByLaws will be rolled out post-transition and opened for community feedback.  Setting it up for use with QR codes (for cell phone use) and also for papers and a box.

6. Decomp - Still unable to hold an official Decomp due to lack of Regional Status.  Discussed the possibility of holding a Reboot under the new org, post-transition, or of letting it go and allowing community member to throw what they will.   No firm decisions made.
7. BM Regional Status
   1. Alchemy Status - Dusty

Our CPA met with Jim & Chw, BM RCs, and shared some financial information.   Status discussions are moving forward, but nothing to report yet.

2. BM RC Seat -> BM Advisory Position - David

Discussions are ongoing regarding specifics of the new position, but it’s unlikely to be finalized until after Alchemy and Org Transition.  The Board absolutely plans to have an Advisory Position with the new Org.

8. Town Hall / Quarterly Meeting - Sarah

The Town Hall went well, though we’ve noted that we tend to lose people near the end, so perhaps they should be shorter, or perhaps we should break them up.  Afternoon Town Halls seem to do a bit better, too, as they don’t conflict with evening events.  Ideally, going forward, some could be community events, not just filled with event specific information.

9. 2013 Art Fundraiser - Trevor

Event Report is done and will be passed on to the Board soon.  Everything seems to have wrapped up nicely.

10. APW Update - Carissa

Still working on entering the Org Inventory.  Attempting to work with APW to improveinventory management year round.IV. NEW BUSINESS

1. Year-Round Org Expenses (Budget) - Dusty

Still working on it with Stacia.

2. New Org Transition - Executive Session

Final details of the new Org will be announced once it’s LIVE!  In the meantime, PW is working on our full inventory and a list of items that need repairing or replacing.

3. Bylaw Review [Phase 1] - David

Going over the (soon to be) old ByLaws, also factoring in community feedback received to date.

4. Communications policies - Dusty

Further discussion what our policies should be, going forward.

5. Releasing additional ticket Burning Man Representatives

As we wish to have position relations with Burning Man, we agree that we would release an additional ticket to an RC, or other Burning Man Representative, should that need arise.V. CONFIRM UPCOMING MEETINGWill be held during Alchemy, details to be resolved online.VI. ADJOURNMOTION:  Chair motions to adjourn.  Meeting ends at 7:23pm.

Alchemy BOD Minutes: August 2013

Alchemy, LLC. - Board of DirectorsAugust 11th, 2013Location: Trevor and Sarah's HouseMarietta, GAMeeting begins: 3:26pmAttendees: Trevor Register, Sarah Griffith, Dusty Graham, and David Stabler. Ranger Nugget (Alexander Hodge) is absent leaving a quorum of voting members.Community Members: Tunna, Sunshine, Mike Alberghini.RECORD OF BUSINESS TAKEN IN SESSION BY BOARD SINCE LAST MEETING

1. Authorize Trevor to transfer $54,860.43 from the current PayPal account into the Chase bank account.Proposed: TrevorApproved by consensus
2. The Board authorizes and vests the Registered Agent, David Stabler, with the authority to execute changes as he sees fit in the best interests of Alchemy, LLC, to create a new entity for transfer of assets and to establish conditions under which that transfer is clear of constraint and conflict.Proposed: DavidVote: 3-yay, 1-yay with rights, 1-nay with rightsSarah’s statement:  While I generally favor this plan and believe it will be very beneficial to us, I have a few strong concerns.  They all rotate around one thing:  nothing should be done to drastically change how our organization operates without vetting it before the community.  I vote “yay” because I both respect and trust David.  I vote “with rights” because I want to be clear that I have some concerns here and I urge all of us to think carefully about the execution of every step, paying special attention to what needs to be brought before our community.  I don’t support any significant change without that step.Trevor’s statement: I first want to be clear that my “nay” vote is not a reflection of my trust, or lack thereof, in David. In fact, I trust David beyond reproach. My “nay” vote then is a reflection of my belief that significant changes to the philosophies laid out by our bylaws should be presented to the community for comment and criticism first.
3. Will the Board authorize a one-time charge not to exceed $1500 to Stuart Oberman to complete the work on creating a complete and viable Non-Profit entity?Proposed: DavidVote: 3-yay, 2-absent
4. Authorize our CPA, Jennifer Luce, to meet with the Regional Contacts, Jim & Chw, and share financial information with them. Her rate is $135/hr, which will be categorized as an LLC expense.Proposed: SarahVote: 4-yay, 1-absent
5. If previous transfers are approved by the board, authorize David to request a cheque be drafted by Jacob in the amount of $54,860.43 to transfer the PayPal Alchemy ticket proceeds from the Chase bank account to the Bank of America account.Proposed: DavidApproved by consensus
6. Authorize Trevor to create a new PayPal Pro account for Alchemy, LLC and link that account to the Bank of America account.Proposed: TrevorApproved by consensus
7. Authorize Dusty Graham to transfer $56,653.32 from PayPal (tickets@) to Chase. This money comes from the Art Fundraiser and Tier 2 Alchemy Ticket Sales.Proposed: DustyVote: 3-yay, 1-abstain 1-absent
8. Approve Euphoria 30 Day Report?Proposed: SarahApproved by consensus
9. Approve the purchase of a boundary mic for Nugget’s use to facilitate remote meeting capabilities.Proposed: TrevorApproved by consensus
10. Approve contracting ticketing services out to Thunder Data (aka ThunderTix).Proposed: TrevorApproved by consensus

MOTION: Motion to accept record of business taken in session by Board since last meeting.  Passed by consensus.OLD BUSINESS

• Financial Update- Dusty-

• AAA, Inc 2012 Income Tax (9/15)- Sending to Stacia

• LLC Sales Tax - Send two certified letters to last known address of former Board member of LLC. Meeting with CPA on Friday.

• United Rentals - Dusty or Nugget. Dusty is taking over. Information will be acquired to confirm what checks were cashed by United rental and issue another check if not paid in full, Dusty will send check to United rentals at that time.

MOTION: Chair motions to authorize Dusty to pay second charge to United Rental. Passed by Consensus.

• Insurance Update- David-

Alchemy- Quote operating on is for 2750 attendees. Insurance quoted up to $4000, Org fees covers from Alchemy budget presented. Impossible to get annualized festival insurance due to companies dropping overnight camping and fire festivals from their schedule of services. Looking for Independent insurance agents to carry our provider and allow for proper insurances. Insurances to be figured out in the next two months.D&O- May have to choose a separate insurance agent to insure for D&O. 

• Communications Update- Mike

FB page- Suggest AELT to point to the website and use website to make announcements. Wants to turn over FB page to community moderators and Org get out of the FB. Mike speaks about some guidelines to be released and how information can stream through him to be placed on the website. Open to community posting and will be approved by a moderator.ACTION: David to talk to AELTs about pulling out of FB as a form of notification to separate Org from FB page.Meet the Org Page- Would like to develop a tree of Command. 

• Forums- Trevor-

Issue with combining names already on Alchemy website with new Forum site. Issues with terms of service and privacy issues. COPA law, 13 years of older so linked tab on Alchemy website to Frogbird hosting his own forums, but a new account must be created. Need a stronger and easier connection to help community find this site easier to access.

• PR Statements- Sarah-

Transparency vs. Business, needs to be edited together and released. FB shut down, not board moderated because it is not the boards duty to control community. If community would like moderation then present rules and elect moderators. 

• Public works-

General Update- Sarah-Public works notified of Inventory manager, Inventory date set.Inventory manager Update- Carissa-Inventory notes received and mostly entered to spread sheet.Quartermaster Update- Tunna-Costs on Inventory day coming up to be approved. Shelves estimates, etc. maintenance budget, maintenance before replacement. Alchemist for Inventory bodies. 

• Euphoria- Sarah-

Euphoria 2013 Ejections will be brought by Dusty, held a quick vote with board and all was handled appropriately by Rangers.Afterburn report status- will be ready exactly on time.Status Update- remaining receipts to StaciaEuphoria 2014 Timeline and location- Liaison needs to be appointed, talk to smokey about dates, and use existing structure of hands off for ELT's. Let Future Venue Committee handle all else. November ELT call out for Euphoria.

• Art Fundraiser- Trevor-

Projects funded and money raised- $18,924.00. 1099 sent to all people receiving money and checks will not be sent until 1099 is received from the artists,Alchemy sales tax funds- 2 certified letters to be sent to try to clear and reach LLC owner. Need clearer documentation of attempted contact.Alchemy Tier 3 sales- ThunderTix has had issues with system, more holds than tickets at a time, over selling, software logic crash of the system. Trevor to contact ThunderTixs about money collection, etc. 

• Decomp-

Alchemy funds spreadsheet, will see if this event is possible this year.

• BM Regional Status-

Alchemy status- CPA meeting, reported by dusty- Jacob has written a Status letter for Status of Report for BM. There are people trying to help us understand with no set guidelines and so many targets are moving that it has been very hard to untangle Board, from individual events, from different matters with so many matters not yet settled.MOTION: Chair head motions to release Jacobs letter as is, and post on the Alchemy website. Passed by consensus in quorum.BM RC seat- discussion about definition and BM Advisory Position. Nothing decided.NEW BUSINESS 

• Year-Round Org Expenses (Budget)- Dusty

Done with D&O until Non-Profit, Alchemy is giving 15,000 in Org contribution. Tracking down and compiling all information. 

• Town Hall/ Quarterly Town Hall- Sarah-

Lucas sent in a proposal, letting Lucas work out details. Mid-September. Reserve space and announce it.The community is benefiting from more town halls, so involvement with a possible participation team who receives community feed back, sets Town hall agenda, writing community proposals, engaging proposal for theme camps to have website pages they can update for larger camps and reaching out to the artists and allowing them to have more ability to update through out the year. Year round resources to allow artists to engage themselves, rather than the BOD finding ways to engage the community. 

• New Org Transition (Executive Session) -David and Dusty

Into executive session at 8:08pm. Due to sensitive nature of business including:LLC Wind-downLLC Asset listSpend-downResume normal session at 8:34pmThe Chair recognizes community member Sunshine who would like to speak:

• SUNSHINE-

Sunshine would like a title, but not do anything. Board is silent. Sunshine retracts statement and decides she wants no title. Giggling.

• Brainstorm FAI Initial Funding

Personal Community member loanMerchandise sales: year round t-shirts, cups, etc.First ticket sale claim for individuals ticket donations from community members.BOD's of other events for start up and donationsBraceletsA party? Brand it as a fundraiser and a kick off party.Non- Profits may have raffles: raffle for actual ticket, ticket bundle, ticket with hoodie, cheaper raffle for first ticket sale for individual ticket.CONFIRM UPCOMING MEETINGDate is Changed from September 8th to September 15thDavid's House3pmACTION: Announce through AlchemistADJOURNMOTION: Motion to Adjourn by Chair. Consensus in Quorum. Meeting ends at 9:05pm.

Alchemy BOD Minutes: July 2013

Alchemy, LLC. - Board of DirectorsJuly 7th, 2013Location: Dusty G.'s HouseDuluth, GAMeeting begins: 2:17 PMAttendees: Trevor Register, Sarah Griffith, Dusty Graham, David Stabler. Ranger Nugget (Alexander Hodge) is joining us by Skype.BM Regional Contacts: Jim T. and Chw J.BM Org Rep: Clove TolbertCPA: Jennifer LuceCommunity Members: None in session.APPROVE AGENDA FOR JULY 7TH MEETING-MOTION: Motion made by the Chair to approve agenda as read. Motion passed by consensus.APPROVE MINUTES FROM JUNE MEETING-TABLED to online poll.EXECUTIVE SESSION-The Board met with the Georgia Burning Man Regional Contacts in Executive Session and discussed the regional status of Alchemy and Euphoria. The Board will update the community when more information is available.RECORD OF BUSINESS TAKEN IN SESSION BY BOARD SINCE LAST MEETING1.Create a BOD account with FreeConferenceCall.comProposed: TrevorConsensus in Quorum2. Approve Participant Ejection FormProposed: TrevorConsensus in Quorum3. Approve Incident Report FormProposed: TrevorConsensus in Quorum4. Approve Volunteer Appreciation Funding Request guidelinesProposed: TrevorConsensus in Quorum5. Approve reimbursement to Trevor for $143.42 for Joy's donation and for refreshments for the May 2013 Town Hall.Proposed: TrevorConsensus in Quorum6. Approve check written out to Sarah for $3,535 to purchase 7 $500 Visa cash cards + $35 in fees for the 2013 Euphoria Event Lead Team.Proposed: SarahConsensus in Quorum7. Motion to authorize BOD Member Dusty Graham to interface with LLC Chase account owners at the Euphoria Event in order to collect signatures on checks drawn from the Alchemy, LLC Chase account to pay for invoices as presented by the EELT as included in their approved budget.Proposed: DustyMotion DiedVote: 1 Yay (David), 1 Nay (Trevor)8. Motion to Authorize Jacob Davis to sign 13 checks. Jessica Smernoff, of Euphoria Event Lead Team, will pick up these checks. She will keep the first 3 checks. The remaining 10 will be held safely by David Stabler, who will make fill them out at the request of any member of the Euphoria Event Lead team, as their needs require. The checks should be made out as follows: 1) Focus Factory, $3300 2) Smokey Caldwell, amount left blank 3) Smokey Caldwell, amount left blank 4-13) Signed only, everything else left blank.Proposed: SarahConsensus in QuorumVote: 2 Yay (Sarah, Trevor), 2 Yay with Rights (Dusty, David)9. Approve new Alchemy, LLC banking proposal.Proposed: TrevorConsensus in Quorum10. Motion to accept proposal to create Jacob Davis as retained counsel for Alchemy, LLC for one year, subject to renewal, for $3500 payable immediately.Proposed: DavidConsensus in Quorum11. Approve with conducting Special Election with two nominees.Proposed: SarahConsensus in Quorum12. Approve Alchemy Event Lead Team ticket sale proposal: 2351 tickets at $72.25 sold in three tiers and 50 scholarship tickets. Sale dates of July 3rd (783 tickets), July 16th (784 tickets), and July 31st (784 tickets).Proposed: DavidConsensus in Quorum13. Approve up to $420 as a BOD expense to rent a pavilion for the new 2013 Alchemy Art Fundraiser instead of pulling it from the Art Fundraiser fund matching pool.Proposed: TrevorVote: 3 Yay (Clove, Sarah, Trevor), 1 Nay with Rights (Dusty)MOTION: Chair motions to accept record of business taken in session by board since last meeting. Passed, with Nugget abstaining due to inactivity as a board member during this time frame.MOTION: Chair motions to revisit and approve June 2013 minutes as amended for personal privacy (Name sakes changed to titles per request of namesakes). Passed by consensus with Nugget abstaining due to absence from the June 2nd meeting.OLD BUSINESS

• Status Update: 2012 AF 1099's

Resolved. Hard copies in possession of the LLC.

• Status Update: Insurance - Clove & David

Alchemy:  Continue in procedure with our current Insurance brokers, they have sent a letter informing us of a name change of the company and increase of amenities: online communications, paying premiums online, printing own certificates and real time quotes.D&O:   Quotes are varied due to the components involved. Waiting on tax resolution and financial statement. More information this week, hopefully.

• Status update: OA - Stuart

Resolved.  No need for an Operating Agreement, will be proceeding with movement to new organizational structure.

• Status Update: Art Fundraiser – Trevor

Things are going fantastic. The addition of Clove and Dani is moving things along nicely. Online fundraiser up and running, page is beautiful and fund matching is increasing art!!!! 30 projects, total min 20K+, Total max 49K+ in requested funding! Venue chosen and reserved for the 28th. We will need to set a Porta-potty budget.a. Funds management in relation to taxes.Talk to AELT about how to handle, take out of fund matching or put as line item on budget. There was a disclaimer on the submission form about 1099s in terms of taxes owed by receiving patrons at the end of the tax year on personal filing, add in email to be sent.

• Status Update: Euphoria - Sarah

Attended final meeting, which was great!  They seemed to be on track for both versions of the Afterburn event report. Working through financials with bookkeeper.

• Status Update: Alchemy - David

There was a nice, big team lead meeting.  There was much brainstorming on topics like placement, vehicles, etc.  David let them know from the board’s perspective that the board will just be stepping back and watching. Merely handling financials and insurance was discussed.  There waz a meeting, waz good meeting.

• State of the BOD

Sarah wants to write a general statement of business vs. transparency. Also a FB better assumption of intention in terms of how information is spread around and not to assume information was not released in direct resistance of transparency,. Why we haven't moderated heavily in the past. FB is not the business of the burn. If you want to see the sausage made (sausage being the Burn), come to the board meetings! Once the Communications director is fully up and running, the FB group admins will no longer be members of the board.

• Status update:  Treasurer Position pending appointment of Treasurer- Dusty

Talked to bookkeeper about accepting position, will come back to with more information.

• Status update:  Decompression

Board liaison, event lead call out status-update, date.- As we are not currently an official regional, we are not, as an Org, hosting a Decomp.  The RCs have expressed some interest in hosting one and we’ve offered to help in any way we can.  They will let us know what they might need from us on this.Tabled.

• Status Update: Forums

Trevor sent Frogbird an email. Technical side done but a lot about the moderation policy. Draft of community guidelines, Initial team of three moderators call out. Communication Director to help facilitate this; Forum to be considered under Communications Team.

• BoD Guidelines (possibly table while awaiting OA)-

Tabled.

• Status Update: Important documents and infrastructure - Sarah

Tabled until Inventory.

• BWB GA Donation:  Sarah

Tabled until documentation of Org Commitments is acquired.

• BaseCamp Proposal: Trevor

Setting Nugget up and Carissa to hammer out Kinks and determine functionality?NEW BUSINESSDiscussion on board email thread:Polls are a call to question and results are public. Can list names of those voting, but should make an effort not to list names of community members without permission in poll publication. With regards to active team leads, we should endeavor to use whichever names they choose to go by. If they are no longer active, then must be asked again each time.

• Alchemy Ticket Sales

Waiting on word from Patrick M. Site can't handle community's interest, so unless we slow the hit load, it won’t work. Get a drop date for switching ticket sales venue.

• AF Funds Management/Taxes

New Paypal account? Let sit in paypal until new organizational structure.

• Aircard/Hotspot for internet access at the events

Find a new one, if it’s needed.  David to check with AELT.

• United Rental Outstanding Balance

ACTION: Nugget – paperwork on receipt and payment.

• Status Update: on Year Round Budget - Dusty

Because of the way our financials were handled in previous years,  you can't actually tell what was spent between events, so Dusty is going to work with Stacia to compile our year-round expenses and project a budget for our yearly spending.

• Appoint PW Liaison

MOTION: Trevor motions Sarah for liaison.Seconded.Passed by Consensus. 

• Quartermaster Discussion

Best interest of Org to have PW and Quartermaster as Year round, rather than flowing through ELT's of events. Quartermaster head, with possible co-head.  We must get Inventory System put together to be able to quantify belongings for tax purposes. Inventory Manager position to help bridge contact gap, give a more stable contact to PW.MOTION: David motions to create Inventory Manager Position, and to appoint Carissa, our Secretary, into this position.Seconded.Passed by Consensus.

• Classification of May 2013 Town Hall Venue Expense

Our Art Fundraiser was originally scheduled during May, but some re-shifting in the Org required it to be postponed.  As we already had the venue, it was decided to hold a Town Hall.MOTION from the Chair:  Reclassify the May 2013 AF to the May 2013 Town Hall and approve Org to fund expenses, instead of using AF budget.Passed by consensus.

• Our New Non-Profit Org

MOTION: David motions to vote on contacting Stuart on creating a non-member, non-profit with initial incorporators to be provided by the current Alchemy, LLC Board and similarly structured to Alchemy, LLC with the following guidelines:

• The initial board will be appointed by Alchemy, LLC.
• That the fiscal year of the new org will be January 1st - December 31st.
• The new Board of Directors members will be appointed by Alchemy, LLC's existing Board from a list of candidates pulled from the current and past attendees of events managed by Alchemy, LLC.  The Board will appoint according to the direction of the voting community.
• Numbers and terms should be in conjunction with the existing system.

MOTION: Motion to amend current motion made by Trevor to read “Contacting Stuart on creating a non-member, non-profit with initial incorporators to be provided by the current VOTING Alchemy, LLC Board and similarly structured to Alchemy, LLC with the following guidelines: ….”Seconded by Sarah.Chair calls to vote for motion as amended.Seconded By Nugget.Passed in consensus.MOTION: David motions to open a new Bank of America account with a new EIN named for the new organization on completion of its build.Seconded.Passed by consensus. 

• Central Document Storage

Inventory Manager to research fire safes and compile central physical document storage.Digital document storage to be stored on the Alchemy website.MOTION: David motions the board to approve the attaining of a document fire safe not to exceed $1000 dollars to be classified as an Org expense.Seconded.Passed in consensus.OTHER OUTSTANDING ITEMS / ITEMS FROM BOD / ITEMS FROM PUBLIC

• Meet the Org Page

Ghini is working on it.  Trevor will keep us updated.

• AAA POA for CPA

Dusty signed Power of Attorney for AAA, just to get things moving.CONFIRM UPCOMING MEETINGClove's, August 11th, 20132 or 2:30 pm.Poke with AELT's about a combined meeting.ADJOURNChair to adjourn the meeting, the meeting is adjourned at 7:45 pm.

Alchemy BOD Minutes: June 2013

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 ****???****

Alchemy BOD Minutes: April 2013

Alchemy, LLC. - Board of DirectorsApril 14th, 2013Location: Sarah's HouseMarietta, GeorgiaMeeting begins: 4:06 PMAttendees: Trevor Register, Sarah Griffith, David Stabler, Jacob Davis and Age Ginsburg.Rcs: Clove TolbertCommunity Members: Patrick Murphy, Dan Gilbert,Alchemy ELT: Rebecca ReaEuphoria ELTs:  Katie Work, Jill Mongato, Tareq Fayyad.

• Review of business taken in session by Board since last meeting as listed in Agenda-

Motion: Sarah motions to accept record of review of business taken in session as reviewed asread. Passed by consensus. Record of Business Taken in session by Board since last meeting:

• Amend the 1099 issued to Ky Lee for 2012 to be some portion of his art funding, and issue a

second 1099 for another artist on the project for the remainder, assuming a signed affidavit fromboth artists is received requesting this change and confirming that this split more accuratelyreflects the true distribution of the funds?Proposed: AgeVote: consensus

• Approve the 2013 Alchemy Art Fundraiser Budget.

Proposed: TrevorVote: consensus

• Approve March 2013 Minutes as presented by Carissa.

Proposed: TrevorVote: consensus

• Loan the air siren to Justin Majors for use at F.L.A.M.E. Festival.

Proposed by: TrevorVote: consensus

• Approve a Memorandum of Understanding between the BOD and the Alchemy 2013 Event

Lead, Rebecca.Proposed by: JacobVote: consensus

• Approve to honor people whose Euphoria 2013 ticket sales that may not have gone through our

ticketing system but who’s payments we received pending appropriate proof of sale in ourPaypal history.Proposed by: AgeVote: consensus

• Disscussion to decide to modify and approve ticket cap to match tickets sold and money collected due to error in payment system.

Exception to Normal Order: New Business Presented by the Event Lead Teams:

• Alchemy Event Team Lead- Rebecca-

On Team Lead selections, Rebecca speaks with announcing her formal resignation as the head of the Alchemy Event Lead Team (AELT). After reading her letter addressed to Alchemy, LLC Board of Directors, Alchemy Community, friends and family aloud; the BoD begrudgingly accepts the resignation. Rebecca thanks the board and excuses herself from the meeting.Motion: Motion to accept the resignation of Rebecca Rea as AELT proposed by Trevor.Seconded by David. Passed by consensus after a moment of thought.The Board would like to Thank Rebecca for her many years of Service, and dedication to the community. After a short recess, the Board begins to brain storm possibilities on the direction of the event in light of the resignation of the Event Team lead. The first list of options include postponing event for the year, a smaller event to increase possibility of finding a qualified AELT who can handle logistics and safety as well as infrastructure, Board direct management, or a regional coordinator to bring in a mentor or surrogate lead. The board believes the entire event should be lead by a community member even with the help of a team or mentor from region with their primary qualifications in equipment procurement and logistics. The main issue is finding people with interest, qualifications, and time through communications push and solicitation. A list was made of possible contacts.Action: Trevor to contact Mike G. about communications push in finding new AELT.Action: Reach out to individuals and appoint interm point person.Action: Contact Rebecca and ask for a list of team leads.Motion: At this time Sarah Motions to open the floor for discussion as community members available would like a recap of information, clarifications on event status, and to put forth information from personal standpoints. Passed by Consensus.During discussion, a key point was discussed about the BoD stepping up to handle event. The general consensus indicated that this is not possible as most members are committing a huge amount time to the board and personal workload would be too massive. Also the board is moving towards the Board allowing for the creative and business aspects of the festival to remain separate allowing an efficient focus on the two parts to work in tandem. This allows the business to be run in a professional manner without interrupting the creative process.  The community members speak on concerns of vocalizing to the community on behalf of the Event lead position the business clarifications, associated risks, the freedom of creative control and control of size/ability to handle, and why a person would want to take this position.Action: Trevor Write up application information and questions for the potential applicants including bullet points sent to Trevor based upon conversation.Motion: Jacob moves to close discussion on this topic. Sarah seconds. Passed by consensus.Motion: Jacob motions: 1. Board to use official and unofficial communication channels to announce the resignation of Rebecca Rea as Alchemy Event Team Lead. 2. To also use the same method to new call out for an Alchemy Event Lead Team with submissions due April 28th, 2013 at noon. 3. That the aforesaid announcement also state: 'If no qualified applicants exist as of the cutoff deadline, The board does not anticipate that there will be an Alchemy Burn event in the established fashion for 2013.' 4. That the board via email over the next 24 hours, based on discussion that happened here today, will create list of application questions either to go out with the announcement or with in 24 hours there of. 5. The Board reserves the right to amend this determination at a later date, with or without notice. Trevor seconds. Passed by consensus.Motion Amendment: Sarah to move deadline from April 28th, 2013 at noon to April 28th, 2013 at midnight. Age seconds amendment. Passed in consensus.Motion:Age Motions to indefinitely postpone on site Alchemy Art fundraiser and intend a town-hall meeting at same time and location. Allow and launch online Art Fundraiser at time of confirmation of Alchemy and the Alchemy Event Lead Team. Jacob seconds. Passed by consensus.Action: Announce the town hall meeting and combined after event by April 27th, 2013. The secretary would like to add in personal summary and opinion of observing this discussion addressed to the community:The overall process has left the Board thinking the community has an obligation to step up, Alchemy was founded on a purely volunteer basis and while it is experiencing growing pains like most events will, at this time finding an event lead with a vision and direction is the top priority. Without this lead, the event simply does not have the backbone to happen this year. Scaling down the event could eliminate many of the complications, and allow for Alchemy to happen. Based on the chosen team lead, the specs of alchemy will be adjusted to fit the wishes of the AELT, whether it be a team, or a lead with support team. This festival is allowed change and growth, even if the growth is in new directions rather than increase in size. End secretarial opinion and summary. Motion: Jacob Motions to retroactively approve communication and deviation for new business pending resignation. Trevor seconds. Passed by consensus.

• Euphoria Event Lead Team- Jill

Jill speaks on the budget update and purchasing. After multiple tries to contact Tunna for inventory day with little feedback the EELT may go forward on inventory without Tunna pending the acquisition of the pass code. There will be no infrastructure purchases in connection with Tranquility Base and quotes are available for golf carts, radios, etc. holding for a solid number and will start asap with total to be provided. The Board communicates purchasing is available, and Effigy and Temple teams are wanting to purchase and begin building now. Board wishes EELT to have management control and will consider top amount needed with trust that the EELT will use responsibly. Volunteer schedule is in motion, total operating quote including 10 percent risk proficiency and not including Paypal fees and sales tax is given.TL's budget is stable. $54,756- 15,000 org. contribution.= $39,756Motion: Age Motions to board to approve EELT budget of $39,756 that includes the 10 percent proficiency risk. Seconded by Sarah. Passed by consensus. Old Business:

• Status update: Taxes and CPA – Age

Financial Status:Chase Account: $48,589Paypal: $51,141.21Total Cash: $99,730.21 Outstanding from prior years:Unknown Tax liability from 2011 - Estimated $1500 +/- penaltiesOutstanding Sales Tax from 2012 - Estimated $17,000Outstanding Income Tax for 2012 - Estimated $10,000 (incl state) Requests for Transcripts:Jacob and I have completed the forms requried (Form 4506-T) for the tax years 2008 - 11.Jacob will be faxing the completed document in the morning. Turn around time varies for thevarious reports requested from 10 days to 30 days, with no turn around times guaranteed by theIRS. No movement on Power of Attorney document for CPA. Also not needed at this point sincewe've moved forward on the 4506-T's without her. Extensions for 2012 taxes were filed by CPA last month. Motion: Jacob motions to deviate from Normal Order to allow himself to leave early. David seconds.Passed by consensus.

• Status update- Stewart- Jacob-

Stewart has not given a final say, though putting a deadline on him could expedite this process,

• Staus update insurance- Clove, Jacob and David-

On the way, David is beginning to take over the process as liaison. Jacob would like to continueadvising after resignation but thinks a write up for what could be considered probono work andwhat kind of advisement would require a paid advisement.Action Item: Jacob: A write up of services to be offered probono/paid if available.

• New Business: Formalize Jacob’s resignation and effective date.

Motion: Jacob motions to tender his resignation at 11:59pm on April 29th, 2013. Sarah seconds.Jacob abstains, David abstains. Passed by remaining voting members.Jacob will release a statement on Facebook, and remain in direct connection as well as continueadvisement with a new role as Board Consultant. It is to be clear that there are no ulteriormotives, but just an unavailability to serve on the board due to unforeseen work obligations.

• Fiscal year slide to December 31st, 2012- 

Motion: Age moves to change the Fiscal year of the LLC back to December 31st, 2012 as theend of the financial year for ease of accounting. Jacob seconds. Passed by consensus.Taxes to be filed 6 months from extension file date: March 15th, 2012.

• Insurance coverage under D&O, assigning new Account Ownership-

ELT's being promoted to directors in not possible in the bylaws so the D&O insurance will notcover ELT. GCL can be additionally insured for individuals with limited insurance and hope toenhance insurance in the future. As far as a Member manager for bank, no members in the LLC.Manager manager not allowed according to bylaws. The board can appoint Registered Agent(RA). The RA can add owners to account. Jacob excuses himself from the rest of the meeting, does not abstain and is listed as a nonmemberof Board at this time. Motion: To excuse Jacob. Trevor seconds, passed. Still in quorumwith 4 of the 5 voting members still sitting.

• Status update-2012 AF 1099 -

Pending sales and income for 2012. Age also mentions that $38,000 in uncatagorized chargeson the non-profit account need to be put through for a flow of charges. All accounts areaccounted for and correct.ACTION: Age to work filing uncategorized charges, as per duties to close out 2012.

• Specific Insurances-

Looking at event specific insurance with a broader coverage than basic insurance. This eventcoverage would protect more than the average umbrella GCL in terms that it will not change theactual coverage of the event very much but will protect against, for example: Build weekendsprior to being on site. Cost is being investigated, if costs are negligible then it is recommendedstaying with the umbrella policy. Because of the uncertainty of the exact specifications ofAlchemy at this time, going forward with Euphoria Event specific insurance seems like the bestoption.As of now, AF is suspended and the space deposit will be a sunk cost if not utilized. Buildingholds space specific insurances, and using the space to host a Town-hall at 4pm and communitygathering afterwards (8-2?) to raise community goodwill. Also allow community members todonate to any art projects directly, and not through Alchemy, LLC. Also, give booked artists thechoice to play for the Community and/or choose to play at the AF for when/if it is rescheduled.Action: David and Clove-Investigation pending on Town-Hall additional insurances.Action: Trevor communicate AF decision and book a few entertainments/unbook/allow stagespace for community at event, coordinate with Mike G. to release statement on Town-halltonight, April 14th.Action: David Moved to investigate a free entry community event and authorize board to insureand speak with AFET and post Town-hall and community gathering. No official movement, noofficial vote.

• Alchemy - Ticket prices, cap, and sale details-

Motion: Age motions to table. Sarah seconds. Passed under quorum. TABLED.

• In-town storage - EELT and AFELT attempting to coordinate with Tunna-

Motion: Because of the EELTs trying to contact Tunna with little reply, Sarah motions toprovide the combinations and passwords to storage facilities to the lead teams. Trevor seconds.Passed under quorum.Action: All: Contact Tunna and relay the importance of communication in order to allowsmooth transitioning for event leads.Possible Public works to have access, to be discussed at a later time.

• Status update: Art Fundraiser funds management as related to tax/CPA – Age-

Age says the account is currently tied to the non-profit account. To not use this account wecreate a new account on the LLCs account for Paypal and tether to a mobile device.Action: All: decide which mobile device to tether the Paypal account/LLC. account to.Age informs us that Paypal has their own solution for doing mobile card reading. We need todetermine whose mobile device will be used (must be iPhone or Android). The reader is free,though it's unclear if there is an additional charge per authorization (no indication their is, butno statement that there isn't). Once we know whose phone will be used, someone will need tosit down with them, have them download the software and set it up on their phone, which willtrigger the card reader order. The second Paypal accout (used for the AF last year) is linked tothe AAA, Inc TIN, and changing the business name and other pertinent info with Paypal isdifficult, so I recommend we close it and creat a new one linked to the LLC. I do notrecommend using the primary Paypal account, both because it is a security risk to link it tosomeone's mobile phone, and because it is better practice to not comingle funds.

• Art Fundraiser – Trevor-

Motion: Trevor motions to table AF information, including the following topics. Age seconds.Passed under quorum. TABLED.

• Alchemy ticket raffle
• Fund matching amount
• Purchasing
• Insurance
• Fund distribution
• Paypal fees (do we cover?)

• Status update: Communications – Trevor

Meet the BOD page - Info required from BOD by Mike Ghini is presented for bios.Action: Trevor to create Google Doc to facilitate for the BoD.Alchemist - uploading old versions, allow Mike Ghini to now publish without BOD approval.Board agrees uploading old versions is fine, and general consensus on allowing Mike G. topublish without approval. No formal motion made.Action:Trevor to email Mike G. and come up with a formalized process to allow for Mike G.(Communications Director) to publish Alchemist without BoD approval.

• Status update: Website forums – Trevor

Motion: Trevor motions to table this discussion to online. Passed in quorum.

• State of the BOD statement – Age-

Age tables due to timing. Sarah seconds. Passed by quorum. TABLED.

• Lamplighter Fundraising – Age-

The question is, will Alchemy, LLC fund the fundraiser for Lamplighters? Technically the boardis not offering funds, but the opportunity to reach out to the broader community and raise funds.If this is done for lamplighters, and it be available for other teams as well, then what is the limitand capacity on funds for individual fundraisers? Will be discussed. As clarified, time isdonated, all new lamps created become property of the Alchemy, LLC. infrastructure and thefunds placed forth and collected cover the purchasing of equipment used to create tangibleproduct. Though because the product becomes Alchemy, LLC. Property, that could be thedefining line as to what teams are allowed Alchemy funded individual fundraising. Boardsuggests indiegogo for fund raising. Offer to fund for fundraiser for only for Euphoria's lamps atthis time, with Alchemy’s portion to be released as a second tier fundraiser. Maybe “buy alantern” and post donors names on a lantern some where in the festival grounds. If indiegog isused, raised funds would funnel into Alchemy’s Paypal account and be dispersed as afundraising event. Agree to facilitate the purchase so as not to create 1099s for income on teamleads and to allow for business wholesale on project materials.Motion: Age motions Alchemy, LLC. Handle all financial aspects of the Lamplightersindividual fundraiser and team purchases of goods from the funds should lamplighters choose toindividually fund raise. David seconds. Passed in quorum.Motion: For Sarah, Age motions this type of fundraising be available for all other team leads.Trevor seconds. Passed in quorum with the caveat that property created and raised from thosefundraisers become the property of Alchemy, LLC.   New Business:

• Appoint new Board Liaison for Alchemy 2013-

Motion: Trevor motions to appoint David as Board Liaison for Alchemy 2013. Age seconds.David abstains. Passed by quorum.

• Appoint Liaison for Internet Team-

Motion: Sarah motions to officially appoint Trevor as Liaison for the Communications andInternet team based on his unofficial point position with both. Age seconds. Passed by quorum.

• Appoint a Member Manager -

As discussed earlier, this is not able to be done, as the LLC. Contains no members.

• Discuss/appoint new Registered Agent-

Motion: David as registered agent, as proposed by Age. Clove seconds. Passed by quorum.

• Moving forward on the bank account - Assign new owner

Has been handled prior in meeting.Action: Jacob and Age to Chase in the coming week to execute.

• New org structure proposal – Age-

Age motions to table new organization structure due to timing. Seconded by Clove. Passed inquorum. TABLED. Discussion on possibilities, with no motion items needed.

• 12 Lamp Lighter Robes loaned to Serendipity - Age-

Borrowed Robes, Age needs Approval. Age suggests Euphoria robes are lighter for hot weather.Action: Age to contact appropriate ELT for approval, and coordinate with Lamplighter Teamsto get robes to Serendipity and back.

• Board approves in Discussion.

Confirm Upcoming Meetings:

• Closed Executive Session on April 29th, 2013. To choose Alchemy Event Lead Team from applicants or decide further action in person.
• Next Community Meeting

Sunday May 5th, 2013Clove T.'s Home at 2 pm.4041 Crossings wayStone Mountain, Ga 30083 Motion: Clove motions to amend Agenda item VII “VII. ADJOURN” to include the addition of agendaitem “ITEMS TABLED UNTIL THE MAY 5TH, 2013 MEETING:”. Trevor seconds. Passed byQuorum. Action: Trevor and Internet team to setup nomination situation. Questions to be discussed andcompiled. Motion: Clove motions to adjourn. Sarah seconds. Passed by consensus in quorum.Meeting adjourns at 8:40pm. Tabled Items:Items tabled until the May 5th, 2013 meeting:

• Alchemy scholarship tickets program proposal (pending resolving insurance)- Jacob
• PR Proposal - Sarah (to be presented online between meetings)
• Paypal alternatives
• Research Gotomeeting
• Budgetary Form
• ELT Guidelines
• BoD Guidelines
• Decomp ELT Search
• Alchemy - Ticket prices, cap, and sale details
  • Status update: Art Fundraiser funds management as related to tax/CPA – Age
• Art Fundraiser - Trevor
  • Alchemy ticket raffle
  • Fund matching amount
  • Purchasing
  • Insurance
  • Fund distribution
  • Paypal fees (do we cover?)
  • Paypal card swiper
• Status update: Website forums – Trevor
• State of the BOD statement – Age
• New org structure proposal - Age

Alchemy BOD Minutes: March 2013

Alchemy, LLC.- Board of DirectorsMarch 10th , 2013Location: David's HouseMarrietta, GeorgiaMeeting begins: 4:22 PMAttendees: Trevor Register, Sarah Griffith, David Stabler, (Jacob Davis and Age Ginsburg to call in via phone)RCs: Clove TolbertCommunity Members: Patrick Murphy, Pleasant JamesException to normal order:• Jacob is not yet in attendance, In attendance 5 of 6 members including 4 of the 5 voting members. This constitutes a Quorum, under section G of BoD bylaws that allows the beginning business under section one.Jacob joins board via phone call, Now all Members in attendance.• Review of business taken in session by Board since last meeting as listed in Agenda-Motion: Clove motions to accept record of review of business taken in session as reviewed as read.Seconded by Trevor. Passed by consensus.Record of Business Taken in session by Board since last meeting:Approval of Description of position of Director of CommunicationsProposed - TrevorVote - ConsensusAgreement In Principle to set the date to determine the Alchemy ELTs to 3/1Carried BusinessVote - ConsensusApproval of the February 2013 MinutesProposed - DavidVote - ConsensusApproval to sign the Studioplexx 47 Rental Agreement as amended, and the Studioplex 47Liability clauseProposed - TrevorVote - Consensus.Approve changes to the EELT: Accept Eric Wilson's resignation, confirm Katie Work andJessica Smernoff as full EELT members at the request of the EELTProposed - Sarah (at EELT request)Vote - Majority with discussion (as a majority had approved, no second vote was called)Agreement in Principle to approve Rebecca Rea as the Alchemy ELT after completion of a Memorandum of Understanding concerning business practiceProposed - JacobVote - ConsensusAgreement in Principle to allow auditory recordings of Board Meetings by the Secretary on a temporary basis to facilitate creation of required records.Proposed - Sarah (at Carissa's request)Vote - ConsensusAgreement in Principle to establish the BoD Schedule for 2013May 5thJune 2ndJuly 7thAugust 11thSeptember 8thOctober 6thNovember 10thDecember 8thProposed - By BoardVote - ConsensusApproval of Description of position of Secretary to the Board of DirectorsProposed - David (with Trevor’s help)Vote - ConsensusApproval to change Board Liason (BL) for Alchemy to be JacobProposed - By BoardVote - ConsensusApproval of verbiage to provide initial transparency to the decisions on Euphoria ticket pricing, and to indicate future financial transparency reportsProposed - JacobVote - ConsensusOld Business:• Motion: David Motions to Table Old Business to discuss New Business in light of communitymembers with time constraints to be reviewed at completion of New Business. Trevor seconds-Passed by consensus.New Business:• Internet team:Ticketing Environment, test results, plan for deploymentPatrick Murphy speaks: New ticketing site is done, up, and running. Waiting on EETL to present design for tickets. Barcodes are created and waiting to be assigned to tickets, Also finding the way to process online payments. Site Authorize.net to be used and a merchant account. Upon testing of site, in case of overload, Thunder Tix account is alive. With 2 hour setup and payment cleared Thunder Tix would be available. In the long run, buying the capacity to build a ticketing system that meets our needs- Saves money and allows Alchemy, LLC. The ability to control capacity.Board discusses load testing through community involvement off Facebook to link people totesting. Trevor is to provide the statement to allow this testing and based on results of websiteusage, make final decision on the reliability of website as to use of Thunder Tix or ticketing site.Action Item: EETL to produce ticket design to internet team.Action Item: Age to provide information and create account details for merchant services.Create account as Alchemy, LLC. and talk with Chase bank on how to interface withauthorize.net, merchant services, fees, etc. by Tuesday, March 12th. Otherwise Board to have ticketing systems set up with Thunder Tix by that Friday for Euphoria ticket release.Action Item: Trevor to write statement to do FB testing for ticketing system.• Internet team:Issues with alchemist distributionPeople have not been receiving the Alchemist Emails, question of lost email addresses:Patrick speaks: No emails lost, Google is deleting Alchemist as spam due to new IP addresswith no sending history that is now passing 5,000+ emails. Using an email holding an alchemistPDF even further reduces deliverability. There is a possibility of going through Patricks place ofwork to send Alchemist.Posting Alchemist on website to allow viewing for those who did not receive issues, alsoencourage community to click “This is not Spam” to correct the issue on spam diferal, and addThe Alchemist to contacts in email.Action: Mike G. to post on website to increase viewability. Volume 7, Issues 1-4 posted onwebsite.• Status Report on Art fundraiser:How to Handle accepting cards for the AFAction: Age to take list of options to CPA to find least tax problematic and efficient option.Jacob proposes efficiency as allowing funds to enter paypal and be removed from paypalwithout ever touching Alchemy's bank accounts due to the fact that the money will be turneddirectly over to the artists rather than being considered part of Alchemy's account. Paypal assetaccount would charge 5-6% of any donation by card. Last year fees were written into AFbudget, must figure out the action by which to handle this fee, proposed to be same as last year.Regarding the handling of cash received at fundraiser, cash to be put on a single money card tobe used to distribute to artists.Motion: Trevor proposes we use paypal to handle any card transactions for the AF, both at theevent and online. Cash to be handled by collecting and purchasing a single money card ratherthan distributing any cash the night of the event. Agreed upon by consensus.• Status report: Insurance and Organization, Legal Postion, Insurance on DNO is an ongoing process that must be continually supplemented and amended.CPA is forming the financial situation, tax transcripts, updated legal status on entity and thenmoving forward from reports. Tax transcripts show where the ownership lies, in Trevorspersonal taxes filed vs. entity filed.• GotoMeeting as an ongoing tool for Remote Meeting - Need more information to persue, agree to persue as a board, discuss via email.• Status Report: AlchemyAction: Email has been sent, Jacob to take a draft and create a more formal version.At 5:35 pm, Jacob leaves deliberation due to obligations. Quorum is met with remaining members.• Status Report: Financial position Age provides status, CPA has been walked through information, plan has been mapped and nothing has proved too surprising.Action: Age to write up a plan for approval.Action list for CPA: Power of CPA/ AttorneyPaperwork for all prior yearsTax transcriptsFile tax extension (6 Months) to file taxes properlyClose out accounting for non-profit and LLC. to move back to finalizeBack taxes on tickets from prior years (sales tax)-(possibility already paid due to transparency containing line item for GA state. May be state or sales tax but unknown)All of this to be an April or May Meeting discussion- 2011 and prior first.• Lamplighter ProposalPleasant James speaks on proposal: New lamp pole designs, 2 prototypes in the works and testing for durability and safety is underway. Board wishes to discuss how much of a teams assets belong to the team and how much belongsevent, LLC, or non-profit?Trevor proposes poles belong to entity/split by attendance based prorating on how funds areprovided to the team as Euphoria and Alchemy both use them. Clove agrees.The equipment listed in the proposal may not be needed all at once, Could incremental purchasebe an option? James states that uniformity would lead the need to be necessary though boardentertains idea of allowing certain pieces being built at a time. A possible 2 year budget isconstructed through all events starting with Effigy, then hill, lines A and B and finally all lampposts.Age questions whether a team with guaranteed funding should be allowed to compete withartists at Art Fundraiser. Discussion proves that another 3rd party fundraiser is fine butLamplighters is infrastructure and not art.James asks if the lamplighters are deserving of teams? It is artistic to the landscaping and theChapel is different every year as the Lamplighters could propose Chapel as Art and Poles asteam. Board replies as BM lamplighter are funded by the Organization. Everything isinfrastructure and still a working camp group. Lamplighters should be funded as an org event,and completed over multiple events. Age believes the payment is possibly available and oncethe Euphoria budget is covered, then a decision can be made. Lamplighters is encouraged to use Indiegogo for third party fund raising. By listing Lamplighters as a team, Alchemy avoids 1099 and tax Team Lead.Discussed that Third party fund raising would be considered responsibility of Team lead, items added into Alchemy inventory through these individual funds must be done through agreed donation from team lead, or remain the private property of team lead.Motion: Board Motioned that only non-funded teams in Art Fundraiser, independent and clear ofpublic works. Jacob seconds, Consensus by voting quorum that lamplighters are not allowed oreligible for participation in Art Fundraiser at this time.James decides to receive true budget once decided, and continue from there with a revised plan.• Status Report for Euphoria:Has been released, no new updates.• Motion: Jacob Motioned to be taken as read. Sarah seconds. Passed in agreement by quorum.Old Business:Resume as tabled.• Discussion of by-laws amendment processPower of Attorney must legalized and it is not possible at this time. All information must be setin place and legal attorney advises there is no right to be able to amend entity bylaws for BoD.Motion: Jacob proposed disscussion TABLED until legal. Board agrees in quorum.• Determination of Org Contributions by eventEuphoria 15,000Alchemy 70,000Decompression- Unknown and to be determined upon ETL selection.Age speaks on Alchemy ticket prices as proposed by Rebecca:Ticket prices proposed at $56, Cap at 3,500= $196,000- $13,000 sales tax = 183,000 net.95,000 operating cost, 90,000 to organization. Purpose would be to cover org contribution forEuphoria this year.Trevor sees this as short term and hope Euphoria sees the need to begin the payment of $15,000 org con. No tax burden and tickets will stay same or drop and the community will be happy.Euphoria has not yet contributed due to not being asked and it is time for everyone to startpaying their own and any extra money will go to good causes. Maybe fund matching, etc.Overhead costs are set and in comparison, with more people that pay, Alchemy could eventuallycost less than Euphoria.• ELT Guideline updates:Additional Requests to burn events ELTs, request and review plan for Teardown and back up-[Note: Euphoria has done this via TL required for teardown and requiring TL to designateanother member from each team to remain for teardown.]Discussion results in preservation of 10% of team budget given reflected in team budget usageas a safety net for unforeseen expenses.In case of preserve being used, and more expenses arise, TL can make personal decisions of up to a second 10% amount of the operating budget. If the amount needed exceeds second 10%, a voting of the board up to quorum must meet and make final decision.This is an advisory, TABLED to later business.Discussion of Board meeting before event, and immediate discussion, or an immediate meeting prior to decide static amount by event.Motion: Motion to TABLE to discuss by email, passed by consensus.Expectation for Final Budget-75 Days prior for Preliminary Budget to Board. Final budget to be 60 days prior for ELTs.Budget expectation so purchasing for ETLs can begin 60 days prior to event.At 6:51pm we lost Age and quorum. All Business following TABLED to online discussion.• Draft of 2-year plan for Alchemy, LLC.Jacob is working on two year plan.Action: Jacob to produce two year plan to board when ready.• Set Deadline for application and selection for Decompression ELTSMotion: Clove motions to TABLE question until next meeting because of informationfollowing, Agreed.Clove has been approached about Burners without Boarders Georgia taking overDecompression under the head of the Rcs. TABLED for discussion until next meeting.As an organization, leaving Decompression to another group would mean one less event toorganize, which is considered a good thing by the BoD.• Meet the BoD page on the Alchemy Website and updating the history pageTabled to Online discussion.Action: Mike G.s ideas on all information to be included for uniformity.• Cordinate with Frogbird regarding forumsContact via email, TABLED to email.• Final disposition of outstanding 1099sOpen disscusion online. TABLED to email.• Status of Regional Status ApplicationClove to open email discussion. TABLED to Old Business.Confirm upcoming meeting:• Sarah Motions to change upcoming meeting to her house listed as:April 14th, 2013Sarah's House3210 Ethan Dr.Marietta, Ga 30062Motion: Motion to adjourn by Jacob, Sarah seconds. Not in quorum and Chairhead fiats to ceasediscussion.Meeting Adjourns at 7:01 pm.

Alchemy LLC BOD Minutes: February 2013

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

Alchemy BOD Minutes: January 2013

Alchemy, LLC - Board of DirectorsJanuary 13, 2013 Board Meeting MinutesMeeting Start:  3:14PMAttendees:Board Members:  Sarah Griffith, Trevor Register, David Stabler, Age Ginsburg, Jacob DavisBM RCs: Jim T, Chw JCommunity Members:  Jenny, Clove T, Tareq F, Jessica S, Patrick M, Jill M, Sage H, James FPrior to the start of the meeting, Jonathan LaLiberty (Burning Man RC) sends his official resignation to the Alchemy Board of Directors, stepping down from the Board to make way for a new Burning Man appointed representative.Old BusinessAlchemy 2012 Event reportBoard reviews the most recent draft by Age containing all suggested edits from the BM Regional Contacts.Decisions: Board approves newest version and sends to RCs for final review.Action Items: RCs to do final review and approval, and Board to publish once approval received. (COMPLETED)Decompression 2012 Event ReportBoard reviews most recent edits by Trevor and Age.  A few additional edits made in real time by Sarah.  Board requests Age to reformat financials to match GAAP Income Statement.  Board approves the report pending those changes.Decisions:  Board approves the Decomp 2012 Event Report pending final edits.Action Items:  Age to reformat financials into proper GAAP format, add an ending photo and wording, and publish to RCs for review.  (COMPLETED)Burning Man RC Advisory BoardBurning Man RCs Chw and Jim, along with community member Clove proposed at the December meeting to form a GA Regional Contact Advisory Committee to aid the new Board in transition and with regaining Official Regional Status.  The Board reviewed the proposal and requested additional information, which they are in the process of compiling.Decisions:  While Chw, Jim, and Clove gather additional information to satisfy the Board's questions, Chw will be the Burning Man appointed RC on the Alchemy Board.Action Items:  Trevor to add Chw to the Board discussion e-mail list (completed).Action Items:  Chw, Jim, and Clove to document answers to additional Board questions.Tabled Items:  Final decision on their proposal is tabled until all questions are resolved.Euphoria DatesThe proposed dates for Euphoria (June 13-16) are still open and available, along with the weekend before for work weekend.  Age proposes to take the Euphoria ELT  (once selected) to Cherokee Farms to introduce them to the land owner and staff, etc, and secure the dates.Action Items:  Age to lock in dates with Cherokee Farms and schedule a trip to the farm with the Euphoria ELT.Alchemy DatesOnly one of the two dates the Board was targeting is available.  The end of September date is not available.  The Board agrees to lock in the third weekend in October (17-20) as Alchemy 2013, as well as the weekend prior for work weekend.  Jacob would like us to start thinking about dates for 2014 as well, so we can get farther ahead and perhaps help events that may need/want to plan around us.  The Board agrees, and there is some discussion surrounding what events would plan around us and which we have to plan around, but no decisions are made regarding 2014 dates at this meeting.Decisions:  Alchemy 2013 will be October 17-20.Action Items:  Age to lock in dates with Cherokee Farms.Tabled Items:  Discussions on ticket cap, price, sale dates, etc, are all tabled.  Decisions on 2014 dates are also tabled.Bank Accounts and Financial handlingEarlier in January, Jacob and Age (along with Rebecca) met with Chase Bank to have Jacob added to the LLC account and Rebecca removed.  Chase was able to add Jacob to the LLC account (Age was already a signatory), but unable to remove Rebecca as she is the only "member manager" listed with the Secretary of State.  Before the bank account ownership can be fully transferred, that item must be changed.  Discussion surrounding who to put as the registered agent.  Jacob volunteers to be the registered agent, and use his law firm address in Decatur for the RA address.  Board agrees to make Jacob the registered agent.  Jacob to renew the annual registration.  Principal address to stay as is, Age's residence.Additional discussion regarding the tax situation for the LLC.  Once the new RA is assigned, we'll need to request prior years' tax transcripts to determine what was or was not filed by the prior member manager (Troy).  A CPA who specializes in LLC tax and accounting will be engaged to guide the organization forward with resolving all back tax and accounting issues.  The CPA will also be needed to help straighten out the additional potential risks created by the decision to not complete the move to the new non-profit by 12/31/12.Another topic of discussion is the possibility of having to issue 1099's to any artist which received more than $599 in funding from Alchemy LLC.  The Board wants to get the CPA's opinion on this as well, but may not be able to wait for the CPA to be hired as there is a requirement to issue a 1099 by 1/31/13 if one is issued to be required.  Age to do research on requirements and advise the Board on this matter in case the CPA is not hired by end of month.Some additional discussions about eventually becoming a 501c3 occur, but no decisions or action items result.  In general all Board members feel we are far off from even considering pursuing 501c3 designation.Additional discussions about whether to restate the Income Statements for each event as needed if any discrepancies arise while closing the books on the fiscal year.  Original reason for discussion is a late reimbursement related to Euphoria 2012, and whether it should show as a Euphoria expense on restated financials or appear as an LLC expense since it was a Board decision to process the reimbursement.Decisions:  Jacob to be the new Registered Agent, with his firm being the RA Address.  Age's residence to continue to be the Principal address for the LLC.Decisions:  Board agrees that we should restate financials for each event as needed during the year-end close period.Action Items:  All Board members to reach out to professional and/or personal contacts for CPA recommendations.  Interviews with CPAs will occur between meetings, with hiring to occur as soon as possible.Action Items:  Age to research the 1099 issue and provide guidance to the Board.In-Town StorageTrevor presented a few options to the Board for larger storage/multi-use spaces.  Board decides focus right now is only on in-town storage options, both because that is the pressing need and because the financial status of our reserves is uncertain until tax and accounting liabilities are straightened out.  Board would like to have options for both climate controlled and non-climate controlled options.  General thoughts are ~400 sf for non-climate controlled, and 100 sf for climate controlled, for the assets that would be better to store locally. Larger options for non-climate controlled would be welcome, but only if financially effective.Action Items:  Trevor to do further inquiries for smaller storage spaces meeting just the in-town storage requirements.PasswordsWith Dawn and now Jonathan leaving the Board, all passwords for various systems need to be changed.Action Items:  Age to change all passwords and provide updated passwords to the Board.Bookkeeping ServicesShort discussion about having a bookkeeping service for 2013.  Discussion tabled in favor of continuing the CPA discussion as its the more pressing need.Tabled Items:  Discussion and decision on whether bookkeeping services for the events are required.Community Projects & Financial DonationsJim T (BM RC) provides the Board with some updates regarding the process for funding a Beltline art project, including the complexities of forming the selection committee and working with city and Beltline officials.  Jim also presents some other options both new and previously discussed, including funding scholarships to art schools, funding traveling art stops in Atlanta, and a new proposal to create a Burner Art Park.  All of the ideas are fantastic and intriguing.  However, the decision to not complete the move to the non-profit by 12/31/12 has created additional potential financial risk and uncertainty for the organization, so the Board feels we must resolve those issues before we can commit to any donations or community project funding.Tabled Items:  All community projects and/or donations are tabled pending resolution of organizational tax and accounting issues.Status of LLC OwnershipTrevor is still awaiting a response from the attorney assigned by GA Lawyers for the Arts.  He fears that she may no longer be assisting us, as multiple calls have gone unreturned, e-mails are bouncing, and her website is no longer available.  Board agrees to look at other options, including paying an attorney (prior was pro-bono) if needed to assist us in this critical time.  Jacob offers to compile a list of attorneys who specialize in our needs.  Age reports that through research and inquiry he now has the documents from the formation of Alchemy, LLC, as well as the EIN number.Action Items:  Jacob to compile a list of attorneys for Board review.Action Items:  Age to compile all documents he has found and send to Jacob for review.Outstanding MinutesFurther discussion on the November 2012 minutes, which the Board is unable to agree upon.  At this point the only way to move past this is likely to issue minutes with individual commentary on the contested portions.  Additionally, the current website seems to have broken links to many of the published minutes.  Multiple attempts to fix the issue have been made, and the current challenge is unknown.  Trevor to work with Internet team to drive completion of getting the broken links fixed.Additional discussion about the 2009 Afterburn Report.  The financials in the published version are incorrect, as they are a cut and paste from 2008 (reason unknown).  Sarah has located the correct financials for 2009, and will work with the Internet team to get those published.Action Items:  Current Board members to review latest draft of November minutes and work on a version that can be published.  If needed, David or Jacob will arbitrate.Action Items:  Trevor to work with Internet team to resolve broken link problems on the website.Action Items:  Sarah to work with Internet team to get 2009 financials corrected.Event Lead Team (ELT) Structure DiscussionsTrevor would like to have a Board member assigned to each ELT as an advisor.  This Board Liaison would attend meetings and be on the e-mail discussion list for the ELT, so that they can keep the rest of the Board up to speed on ELT activities.  Trevor would also like to have a monthly meeting schedule presented to the Board by each ELT.  The Board votes to assign a Board Liaison to each ELT, and to request that each ELT build a monthly meeting schedule in advance.Model discussion - Significant discussion on how to structure the ELTs for the larger burns.  Age reviews the recommendations from the Alchemy 2012 ELT with the Board, and solicits Tareq's input as a member of the Euphoria 2012 ELT.  Sarah feels that the ELT for the larger events should always be an odd number, so there is a tie-breaker in case of disagreements.  After all discussion, the Board agrees on 2 ELT for Art Fundraiser, and 3 ELT for Euphoria.  Each ELT is then empowered to set up and choose any number of volunteers to work on the Event Lead Team in support roles.Decisions:  Board approves the Board Liaison role and assigns Board members to each ELT as follows:  Trevor to Art Fundraiser ELT, Sarah to Euphoria ELT, Age to Alchemy ELT (with Jacob as backup due to its size and complexity), David to Decomp ELT.Decisions:  Board agrees to 2 ELT Leads for Art Fundraiser, and 3 ELT Leads for Euphoria 2013.New BusinessELT selection for 2013 Art Fundraiser and EuphoriaThe Board talks to each of the candidates it can reach either in person or remotely regarding their reasons for wanting to lead the event they applied for, as well as a number of standard questions regarding time commitment, availability, involvement if not chosen, and others.  After speaking with all candidates on various topics, the Board chooses the ELT Leads for each event.Decisions:  Art Fundraiser 2013 ELT Leads are Sage Hylton and Lucas SimsDecisions:  Euphoria 2013 ELT Leads are Eric Wilson, Jill Mongato, and Tareq FayyadInternet Team discussionsPatrick ran the Board through some of the available options for ticket vendors, including building our own ticketing interface and system using drupal packages, etc.  Patrick's recommendation is that we build our own system and move away from Paypal to another transaction processor.  Chase has their own payment processor, so it is possible that we can build our own ticketing system and utilize their processor to achieve a savings in processing costs.  Patrick to take lead on researching options for building our own system for ticketing.  The primary concern of the Board would be whether we could build, test, and feel comfortable switching to a new vendor before Euphoria tickets need to go on sale.Sarah would like an archive of all of the prior year volunteer schedules and signups.  Patrick believes that data still exists, and commits to mining that data for the Board.Action Items:  Patrick to gather more information on building our own ticketing system and report back to the Board.Action Items:  Patrick to data mine the prior year volunteer info and provide to the Board.Lamplighters FundraiserPleasant James brings a question to the Board regarding a fundraiser specifically for Lamplighters.  His initial question is whether Alchemy, LLC would be willing to act as the stewards for the funds if the Lamplighters community were to organize a fundraising event.  Several questions arise from this proposal, including what the fundraiser would be for, whether it is needed (or would the LLC fund the project), how it would be organized, etc.  In addition, questions regarding whether the LLC being the stewards of the funds would trigger any insurance, fiscal, or tax responsibilities for the organization.  The Board requests that James and his folks document their plan, and bring to the Board for review.Action Items: Pleasant James to document the plan for a Lamplighter fundraiser, and present to the Board.Corporate SecretaryShort discussion on a secretary.  The Board had some concerns that we may need to amend the current bylwas to accommodate, but Jacob doesn't think we need to edit bylaws to have one.  Board agrees we'd like to have one.  David to handle writing up roles and responsibilities document.  Call out to go in next Alchemist.Action Items:  David to write up roles/responsibilities for Board review.Meeting ScheduleNext three meeting locations and dates are discussed.Decisions:  Feb 17, 3PM, at Jacob's house.  March 10, 3PM, at David's house.  April 14, 3PM, at Trevor's house.  See website for any changes and location details.Due to the late hour, all additional agenda items have been tabled for on-line discussion.Tabled Items:  Ghini’s communications proposal, Alan and Joy’s Disability Services Team proposal, Frogbird’s Alchemy Forums proposal, 2013 “Meet the Board” page on the Alchemy websiteDecisions made online between meetings:  Approved and published the December 2012 meeting minutesMeeting adjourn:  8:08 PM