FAI BOD Minutes: September 2016

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 Rebecca’s house at 2:00 pm on September 11, 2016, 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: Dusty, Rebecca, Michelle, Anna, Aislinn.

The following Officers were present: Dusty, president; Michelle, vice-president.

The president called the meeting to order at 2:00 pm.

The reading of the minutes of the last regular meeting was waived as they had been presented for review online. The minutes were approved as amended by consensus after a motion from the chair.

In notice to the community, the Board submits this record of business taken in session by the Board since the previous meeting:

  1. September 7 – 2015 taxes paid.

Business (Meeting was focused on governance issues; notes reflect a break from regular discussion structure):

  1. Proposed restructure of BOD and election process
    1. Move from elected to appointed board. Appointed board provides more stability and appointment of qualified persons into specific roles (eg, finance, governance, etc.). Proposal includes:
    2. Unanimous appointment by the board for each member
    3. Require an application process to become a board member.Call out will contain specific skill sets sought.
    4. Five year term, renewable by application after one year break.
    5. Incoming board members suggested to shadow current members for one year (barring emergency appointments)
    6. Communication to community
      1. September Alchemist
      2. Town Hall at Alchemy in Center Camp on Saturday – Post Facebook event.
  2. Proposed restructure of Event Committee – Rebecca’s proposal
    1. Separate teams for Euphoria, Alchemy, and Art Fundraiser
    2. SOP for each event”s organization
    3. 1-3 Board appointed event lead
    4. Proposal required for the application process
    5. ELs need to be covered by D&O
  3. Community Building Opportunities
    1. Monthly micro-events at Old Smyrna Firehouse – potluck; organized by different team/theme camp/committee to showcase work of entity.
  4. Communications Committee – solicit blog posts, Facebook posts/answers/events,
  5. Land – Visit to potential property in Chattooga County scheduled for October 2.
  6. Conduct Committee – Solicit applications for members and appoint after Alchemy.

Meeting adjourned 6:15 pm.

FAI BOD Minutes: August 2016

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 Anna’s house at 2:14 pm on August 13, 2016, 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: Dusty, Rebecca, Michelle, Anna, Aislinn.

The following Officers were present: Dusty, president; Michelle, vice-president.

The president called the meeting to order at 2:14 pm.

The reading of the minutes of the last regular meeting was waived as they had been presented for review online. The minutes were approved as amended by consensus after a motion from the chair.

In notice to the community, the Board submits this record of business taken in session by the Board since the previous meeting

  1. July 27 – Made payment to Jacob Davis, Lazega & Johanson LLC, to continue FAI legal representation.
  2. July 27 – 2014 taxes paid.
  3. July 27 – Art fundraiser checks to artists written; sent pending receipt of W-9s from artists.
  4. August 11 – Approved participant waivers for Alchemy 2016.
  5. August 11 – Approved contract between FAI and Little Big Jam to rent property for 2016 Alchemy.

Old business:

  1. President’s report – 2016 Euphoria waivers will be sent to Jacob for archive. Reaffirm with the committees that discretionary team-building funds cannot be used to purchase alcohol due to insurance requirements.
  2. Committee’s Reports
    1. PWC – Infrastructure in storage units at two different locations. One is climate controlled, the others is not. The split was done to save on cost. PWC will  not be able to do a full inventory pre-Alchemy.
    2. APW – Is asking for a $500 overage to cover some of the extra costs. Suggestion is to approve the overage, but to limit the spending per card to $500. There is still a container, shelves, and a truck at Cherokee Farms. FAI will pay Smokey storage fees for these items and arrange to move items as soon as possible. Container is considered  “cargo” due to cut door on side. A separate container will need to transport items. The existing container should be offered for sale or scrap.
    3. Event Committee
      1. BOD reviewed Alchemy budget draft.  Rebecca acknowledged Dawn’s good work on assisting with the budget draft process.
      2. Vote: FAI approves budget as presented to Board of Directors on August 13, 2016. Four members vote yea; Rebecca abstained. Motion carried.
      3. Land contract was approved via online vote. Rebecca will sign contract, take it to owner for his signature at the August 21 land visit.
      4. Perimeter team has a new plan in place for 2016 Alchemy. A back up plan is also in place.
      5. Art fundraiser checks were mailed to artists.
      6. Conduct Committee – BOD approved the interim process to handle conduct complaints received before the final formation of the Conduct Committee.In cases of protective orders, FAI will cooperate to the fullest extent of the law. A copy of the permanent order must be available for FAI records.
      7. Communications Committee – New Alchemy website has been working well. FAI tabs need  the bylaws posted.Cheesepants has declined the role of editor of the Alchemist. Michelle is acting editor.
      8. Outreach – Hungry Caterpillar will be at 2016 Alchemy to collect food donations.
      9. New Venue – Three potential properties are identified. Anna is tasked with contacting the owners.
      10. Committee charters – tabled
      11. Insurance – Paperwork has been submitted, bids are being sought for Alchemy.
      12. Taxes – paid retainer, paid 2014 taxes, requested 2015 tax update.
      13. Bylaws – tabled
  • Money
    • Bank Statement
    • Org:  30,346.78
    • Event: 151,980.91
    • APW: 11,086.27
    • Money Market:  50,026.31

Action Items:

  • Dusty –  Contact Tunna and the FAI organizing attorney about promissory note for truck. David does not have it. Jacob does not have it.
  • Aislinn – contact past leadership over past five years to get feedback on the organization structure.
  • Aislinn – Committees are encouraged to send one member to attend board meetings as a representative for ease of communication between board and committees.
  • Rebecca – Contact Sarah about Art Fundraiser money transfer to bank account.
  • Michelle – FAI website:   Solicit and add  burner businesses to the website; blog from FAI leadership giving updates to special projects and efforts.
  • Michelle – Scan IRS document for Stacia’s signature.
  • Rebecca – Confirm leadership ticket link was sent to leadership.
  • Rebecca – Contact Smokey within the next few weeks about items at Cherokee Farms.
  • Rebecca – Contact the Alchemy LLC attorney to see if he has a copy of the truck promissory note.
  • Michelle – Move $60,000 from event account.
  • Anna – Host dinner for BOD to discuss tabled items.
  • Anna and Aislinn – Finalize letters in response to conduct complaints .
  • Rebecca – Send parcel # for parking land rental to Anna.
  • Rebecca – Sign and take land contract to LBJ on August 21.
  • Aislinn -Compile a roster of committee members and team members
  • Meeting adjourned 4:44 pm.

FAI BOD Minutes: July 2016

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 Rebecca’s house at 11:00 am on July 9, 2016, 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: Dusty, Rebecca, Michelle, Anna, Aislinn.

The following Officers were present: Dusty, president; Michelle, vice-president.

The following members of the community were present: Corey Ann, Jhenah.

The vice-president called the meeting to order at 11:25 am.

The reading of the minutes of the last regular meeting was waived as they had been presented for review online. The minutes were approved as amended by consensus after a motion from the chair.

In notice to the community, the Board submits this record of business taken in session by the Board since the previous meeting:

1. Tunna resigned as a director to the board on Wednesday, June 22, 2016. The Board accepted his resignation.

2. Per FAI By Laws, the Board voted to name Aislinn to fill Tunna’s seat for the remainder of his term ending December 31, 2016.

3. The Board voted to approve the 2016 Alchemy Event Proposal on June 22.

Old business:

  1. President’s report
  2. Committee’s Reports –
    1. PWC – Move from Lavendar Farms to in-town storage will be completed on July 9.
    2. Event Committee – Alchemy Tier 1 sold out in 19 minutes. Thundertix performed well. Art fundraiser money has not been received yet. Need this in order to send checks to artists.
    3. Conduct Committee
      1. Two board members will be appointed as committee liaisons, but will not count toward the total number of committee members.
      2. Experts/training – Still seeking a good provider for volunteer training.
      3. Jacob will review the document.
    4. Communications Committee – New Alchemy website is live! Ghini and Plurphy did awesome work on it.
    5. Outreach –Small number of art grants eligible to FAI. Committee is understaffed.
    6. Land Search – committee formed. Preliminary work has begun.
    7. Committee charters – table
    8. Insurance – Anna has an application in for Alchemy
    9. Taxes – Document must be signed and returned to IRS.
    10. Bylaws – tabled
    11. Money:
      1. Money Market – $50,024
      2. Org – $51,071
      3. Event – $7,580
      4. APW – 12000

Action Items:

Dusty – Contact Tunna and the FAI organizing attorney about promissory note. David does not have it. Jacob does not have it.

Aislinn – contact past leadership over past five years to get feedback on the organization structure.

Committees will be contacted with a reminder that all financial negotiations, agreements, and promises must be negotiated by the board. Committees are encouraged to make recommendations to the board, but should not make contractual agreements with vendors or partners without board approval.

Committees are encouraged to send one member to attend board meetings as a representative for ease of communication between board and committees.

Rebecca – Contact Sarah about Art Fundraiser money transfer to bank account.

Michelle – FAI website: Add burner businesses to the website; blog from FAI leadership giving updates to special projects and efforts.

Michelle – Scan IRS document for Stacia’s signature.

Adjourned 2:10 pm.

FAI BOD Minutes: June 2016

MINUTES OF THE REGULAR MEETING OF THE MEMBERS OF THE FLASHPOINT ARTISTS INITIATIVE, INC.

The regular meeting of the Directors of FLASHPOINT ARTISTS INITIATIVE, INC. was held at Scott’s house at 6:00 pm on June 19, 2016, 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: Dusty, Rebecca, Tunna, Michelle, Anna

The following Officers were present: Dusty, president; Michelle, vice-president;

The following members of the community were present: Justin, Jen, H-Bomb, Brian M., Brian C., Sarah, and Trevor.

The president called the meeting to order at 6:24 pm.

The reading of the minutes of the last regular meeting was waived as they had been presented for review online. The minutes were approved with the amendment of striking the subject information of the executive session.

In notice to the community, the Board submits this record of business taken in session by the Board since the previous meeting:

May 25, BoD Hangout

  1. Alchemy 2016 dates are October 12-16.

The following old business was discussed:

  1. President’s Report – Dusty has stepped down from the EC

  2. Committee Updates​

    1. PW Committee

      1. Storage Fees @ Smokey –

        1. Tunna will talk to Smokey next weekend person, there several items still onsite,
          including a truck.

        2. Moving the container is on the back burner until we have a place to go. Mileage and time frame determine cost

      2. Move from LF- scheduled for 7/9 at 11:00 am. 2 trucks plus pickup will be needed, pricing truck options

      3. New Storage and Impact to Budget – Storage costs for July-December are $2,640. Currently this payment is coming out of PWC budget. PWC will be reimbursed at a later date, if necessary.

      4. Who owns the budget for the move from In-Town to Bowden? – Events Committee

      5. Do we need new tablets – Move to Tech-ops

  3. Event Committee

    1. Euphoria post event reports – 60 day report first draft due 7/1, format in Google Drive

    2. Euphoria Financials -Some outstanding checks still to be cashed, Dusty to get with Stacia to confirm numbers

    3. Alchemy event proposal – Very nearly ready. Numbers must be re-looked out because of increased transit costs

  4. Communications Committee – Alchemy website launch – 6/22 projected for site launch

    1. Distribution channels of info- Michelle met with Cheesepants to talk about operational channels to make Alchemist to be more efficient. Will put out communications process and org chart for that committee.

  5. Community Outreach Committee – The project to place a piece of art made by the community at Woodlands Garden is still underway. Meeting with Garden on 6/21. Seeking grants for funding.

  6. Land Search – Will PWC head it again? Anna will chair and PWC will partner.

    1. Options – public call outs in the next Alchemist regarding all options of rental or buying

    2. Requirements – Board needs to set guidelines, if PWC will to take the lead on vetting

  7. Sexual Consent/Harassment Committee – Policy/process formalization –  Proposal submitted, board to review feedback by July 3rd

  1. Budget

    1. Organization Mid-Year Review -Board to review budget –aim for next weekend to vote on mid-year budget

    2. Confirm Organization Contribution Expected from Alchemy –  $70k Alchemy contribution is what Michelle is comfortable with. Board need to vote on mid-year budget

  2. Committee Charters – tabled – outstanding conduct committee will go to board

  1. Template

  2. Organizational Chart

  3. Conflict resolution (intra/inter-committee; committee and board)

  4. Committee report template

  1. Event insurance – Anna – will apply as soon as new land contract is signed

  2. FAI Annual Report – tabled

  3. 2014 and 2015 Taxes – concerned about position with Luce & Assoc, consider switching providers in 2016. Considering alternatives. Charges $600 for tax return, ongoing consultation is free

  1. 2014 completed? Almost done

  2. 2015 status – Michelle will keep us posted.

  1. By-Laws – Who votes in these elections? How to confirm attendance at events? Tabled

  2. Alchemy Event Site Location

    1. Contract Review – review and vote on Wednesday

  3. Art Fundraiser

    1. Financial report – Will meet budget. 167 people to buy tickets | 180 ballots were cast | $300 in cash taken in | $7,321 taken in  |$2,700 in auction

    2. Future and direction

V.     NEW BUSINESS

  1. Board Member Participation  – Tunna resigned, effective immediately. Will stay on to through the week to wrap things up

    1. Who wants to be here?

    2. Too Disconnected to see the big picture? (thinking before acting)

    3. How much supervision does everyone need?

  2. Event Lead Roles (How do we support those carrying the biggest load?)

  3. LF Contract – Letter to Hallman’s sent  and received

  4. Potential Legal Action/Costs RE: LF Contract

  5. Meeting Schedule – moved to online discussion

    1. 7/10 – Stephanie Memorial

    2. October – Alchemy Build Weekend

  6. BOD Attendance @ Stephanie Memorial – Anna, Rebecca and Michelle will attend

  7. Attorney Retainer Renewal Coming up – waiting on number

  8. Attorney/Client Privilege and Org Accounts (What needs to be protected?) – Rebecca to ask Ash for documents

  9. Alchemy Banking Housekeeping

    1. Adding Rebecca as Signatory on Event Account – Dusty put forth, Rebecca recused passed by consensus

    2. Ordering Debit cards for New Purchaser and Rebecca on Event Account

  10. Political Campaigns @ the Burns. – Dusty to draft Alchemist article

  11. Bank Statement (06/19/2016 @ 14:08)

    1. Org:            38,600.20

    2. Event:             21,906.58

    3. APW:            13,497.16

    4. Money Market:        50,022.14

VI. ACTION ITEMS

VII. ADJOURN

FAI BOD Minutes: May 2016

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 Anna’s house at 2:00 pm on May 15, 2016, 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: Dusty (via Google Hangout), Rebecca, Tunna, Michelle, Anna.

The following Officers were present: Dusty, president; Michelle, vice-president; Jacob Davis, general counsel; Aislinn, secretary.

The following members of the community were present: Justin, Cheesepants, Dawn, Lily, Matthew, Sarah, and Trevor.

The vice-president called the meeting to order at 2:19 pm.

The reading of the minutes of the last regular meeting was waived as they had been presented for review online. The minutes were approved as amended by consensus after a motion from the chair.

In notice to the community, the Board submits this record of business taken in session by the Board since the previous meeting:

  1. April 13, BOD Hangout:
    1. Board adopted FAI equipment lease agreement form. Other regional burns will be required to sign the lease agreement when using borrowed FAI infrastructure.
  2. May 4, BOD Hangout:
  1. Loss of Stefanie Roberts – Board approved retaining a grief counselor. Michelle is researching candidates. With the family’s and organizer’s permission, arrangements about memorials will be publicized to the community.
  2. Euphoria waivers are being retained.

The following old business was discussed:

  1. President’s Report – Tabled.
  2. Committee Updates
  1. PW Committee – Euphoria rental property returned. Art fundraiser will require some items.
  2. Event Committee
    i. Alchemy leadership transitions – Rebecca will work with Dawn to train her in the capacity of Alchemy lead.

FAI BOD Minutes: April 2016

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 Lavender Farm at 2:00 pm on April 10, 2016, 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: Dusty, Rebecca, Tunna, Michelle, Anna (arrived 2:50 pm)

The following Officers were present: Dusty, president; Aislinn, secretary

The following members of the community were present: Lauren, Thomas, Paul, Ryan, Leo, Karissa, Justin, Jhenah (sexual consent committee)

The president called the meeting to order at 2:15 pm.

The reading of the minutes of the last regular meeting was waived as they had been presented for review online. The minutes were approved as amended by consensus after a motion from the chair.

In notice to the community, the Board submits this record of business taken in session by the Board since the previous meeting:

  1. Motion by Tunna (Rebecca second): To approve Robert’s Timber to complete Option A of their contract. Passed by consensus.
  2. Motion by Tunna (Rebecca second): To approve the FAI 2016 budget, with edits. Passed by consensus.
  3. Motion by Tunna (Michelle second): To approve a $90,000 organization contribution from the Event Committee for the Alchemy Burn. Passed by consensus.

The following old business was discussed:

  1. President’s Report – There were two fraudulent checks written on the FAI account. It was caught quickly. Dusty has worked with the bank to protect the accounts.
  2. Committee Updates
    a.       PW  Committee – Roads, ants, and a culvert remain issues. Efforts are underway to handle them. New generator and canopies are ordered.
    b.      Event Committee
    Alchemy leadership transitions – Rebecca will assume an official event lead position for Alchemy. Dawn will continue as a event co-lead.Volunteer shifts – there are more volunteer shifts than there are attendees. 40% are filled. Review is needed.June 11 is date for the Alchemy Art Fundraiser. Lucas and Casey will be running the fundraiser. Matt Thompson will be handling the spreadsheets.c.       Communications Committee – In person meeting on 4/6. Alchemy website work is underwayAlchemist – Ben Cheesepants is taking over as managing editor from Ghini. Michelle will do the Alchemy Survival Guide.e.      Sexual Consent/Harassment Committee – First Draft submitted for BOD review on April 4. Tabled for review Google Hangout on Wed, Apr 13.
  3. d.      Community Outreach Committee – Plan to bring back the Hungry Caterpillar. Dusty will deliver food to local food bank after Euphoria.
  4. Gate ticketing system – saw a demo. Did a test run and things worked well. There will be another test run to make sure everything works properly.
  5. The board is very happy with how the Event Committee is working together, especially given all the change and upheaval this year.
  6. Effigy is underway. It may need to shift position for a safe fireline. Cannot be within 100 feet of a treeline.
  7. Ticket prices -$99 for Alchemy.

 

  1.                   Budget – Michelle Completed via earlier Hangout
  2.                   Committee Charters – Tabled
  3.                   Event insurance – Anna Completed.
  4.                   FAI Annual Report – Michelle (posted for review on 3/23) table until Wed 4/13 Hangout
  5.                   2014 and 2015 Taxes – Filed extension.

The following new business was discussed:

  1.       Check fraud update – Stated in the president’s report.
  2.       Credit Card Fees – Dusty needs to get a letter from the bank to switch the accounts.
  3.       BOD Meeting Schedule – Next meeting on May 15 at 2 pm at Anna’s house.
  4.       By-Laws- Tabled
  5.       PO Box – Michelle renewed FAI PO box.
  6.       Bank Statement – Michelle will send via e-mail. Euphoria, at this time, is in the black.
  7.    Org:
  8.   Event:
  9.    APW:
  10.   Money Market:

 

ACTION ITEMS

Tunna will arrange move of second container from Cherokee Farm to Lavender Farm. Due by April 15.

Rebecca – Will delegate researching Eatonton outlets to find good retail partners.

Board – Review Rebecca’s committee charter template

Tunna – Contact Jacob about U-Haul truck promissory note and title. Transfer ownership to FAI.

Rebecca -follow up on ant hills.

Tunna – roads contractors.

Board – after Euphoria, review governance/operational structure. Now that we are no longer pursuing 501c3, do we need to operate the way we are now? Is there a better structure?

Volunteer vs organization intellectual property – who owns it?

Michelle – review ticketing system.

Michelle – ensure Alchemy site launch will not conflict with Arts Fundraiser on June 11.

Dusty –  get a letter from the bank to switch the accounts for credit cards fees.

Board- review Rebecca’s draft contract for infrastructure borrowing by Wed 4/13 Hangout.

Meeting adjourned at 3:45 pm.

FAI BOD Minutes: March 2016

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 Rebecca’s home at 2:00 pm on March 13, 2016, 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: Dusty, Anna, Rebecca, Tunna, Michelle (via Hangout)
The following Officers were present: Dusty, president; Aislinn, secretary
The following members of the community were present: Ash

The president called the meeting to order at 2:09 pm.

The reading of the minutes of the last regular meeting was waived as they had been presented for review online. The minutes were approved by consensus after a motion from the chair.

In notice to the community, the Board submits this record of business taken in session by the Board since the previous meeting:
1. Approval of a loan to the Event Committee for $10,000 to be repaid immediately after ticket sales. Passed: 4 votes yea; one abstention (Dusty).
2. Approval of an accidental medical insurance policy through September 20, 2016. Passed by consensus.
3. Publication of a pro tem Privacy Statement to FAI websites.
4. Transfer of ticket sales income from ticket sales vendor  to FAI organization account.
5. Approved the use of Leadership Ticket revenue to be used to cover ordinary budget expenses, instead of reserving exclusively for Risk.

The following old business was discussed:

  1.    Committee Updates
    a.    PW Committee
    i.   Leadership transition – The board accepted Jamie’s resignation as committee chair. The board accepted the committee’s nomination of Robert Dukes as the new chair.
    ii. Equipment loans to other regional burns – The board drafted a new policy for loaning FAI infrastructure to other regional burn organizations.  A signed contract will be required.
    iii.      Budget – The board reviewed the committee budget. Some redundant items were removed. Dusty called for a motion to approve the amended budget: approved by consensus.
    iv.     Second container – Tunna will arrange the move of the second container from Cherokee Farms to Lavender Farm.
  2.      Event Committee
    i.   Leadership transitions. Ash resigned from the committee but will continue in his role through Alchemy. A succession candidate is being trained. Seth Williams will be stepping down after Alchemy. A succession candidate is being trained.
    ii. Event permits – Burn permit is in process.
    iii.   Gate and security – Several vendors have been approached, but have been slow to respond. Vendors will be given a deadline of Friday, March 18 to finalize contracts.
    iv.  Effigy team – Sourced reclaimed materials from several locations. The board is pleased with these efforts and encourages more crowdsourcing.
    v.    Volunteer system – The new volunteer system is working well and volunteer participation has increased by 2%.
    vi.      Alchemy – Planning has begun. Events Committee needs the board to finalize the budget. Lead call outs, etc, will go out by the end of March.
  3.       Communications Committee – Tabled.
  4.      Community Outreach Committee – Tabled.
  5.      Sexual Consent/Harassment Committee – The committee is very excited about this work. The policy is on track to be drafted for board review by the deadline of April 1.
  6.        Budget – Michelle submitted a fourth draft. The board is tasked with finalizing the budget no later than Friday, March 18.
  7.       Committee Charters – Tabled.
  8.      General Liability insurance – Euphoria event insurance is secured.
  9.         FAI Annual Report – Tabled.
  10.        2015 Event Reports – Tabled.
  11.       501(c)(3) Status –
    After careful consideration and consultation with tax and legal counsel, FAI will not pursue 501c3 status. At some point in the future, FAI can establish a 501c3 nonprofit foundation to donate from event profits.

Motion: FAI will not pursue 501c3 status. FAI will continue to operate as a Georgia nonprofit but will pay Federal taxes. FAI will consider partnering with a nonprofit 501c3 foundation in the future. Rebecca calls for the vote, Anna seconds. Approved by consensus.

Next steps: Refile 2014 tax return; file 2015 estimated tax by March 15, 2016.

  1.         Roads – Two quotes received to install roads at Lavender Farm. The board requires more information from one vendor before making final decision. The board pledges to make the final decision by Friday, March 18.

The following new business was discussed:

  1. Sales Tax – The board agrees to pay the sales tax out of the event account instead of the organization account.
  2. Credit Card Fees – The board agrees to pay the ticketing credit card fees out of the event account instead of the organization account.
  3. Euphoria Medical Team Selection – FAI sought competing  bids for 2016 events. FAI will sign with Event Committee’s selection.
  4. Contracted Improvements at Lavender Farm – Dusty and Rebecca will meet with the landowners.
  5. BOD Meeting Schedule – Alternate summer locations will be sought.
  6. By-Laws – Tabled.
  7. PO Box – Dusty will ask Lee to arrange a new shipping PO Box.
  8. BOD on-comm – Board members do not need to be on-comm at event. Board members will give their camp addresses to Events Committee. Rebecca will be board contact for outside officials at the Euphoria.

    Bank Statement:
    Org: $68,122.88
    Event: $30,054.78
    APW: $1,701.89
    Money Market: $50,015.85

Action items of note:

Rebecca will draft a contract for other regional burns  borrowing infrastructure from FAI. Due by March 26.

Tunna will talk to Smokey about portapotty fee and moving second container. Due by April 15.

Tunna will arrange move of second container from Cherokee Farm to Lavender Farm. Due by April 15.

Anna will send out a scheduling poll for a weekly board Google Hangout. Due by March 17.

Rebecca and Dusty will meet with the land owners by April 1.

Tunna will call vendor company to get a firm contract proposal with specified work to be performed. Due by March 16.

The board will make a decision by March 18 on the road vendor.

Michelle will contact Jennifer Luce about refiling 2014 taxes and paying 2015 taxes.

Dusty will renew the org PO Box; he will advise Lee to get a shipping PO Box through 2016.

Michelle will send updated budget.

The board will have a final budget approved by March 18.

Rebecca will follow up with Patrick about the status of the event permits.
Meeting adjourned at 6:42 pm by consensus.

FAI BOD Minutes: February 2016

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 Rebecca’s home at 1:30 pm on February 14, 2016, 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: Dusty, Michelle, Rebecca, Tunna

The following Directors were absent: Anna (excused)

The following Officers were present: Dusty, president; Michelle, vice-president; Aislinn, secretary

The president called the meeting to order at 1:30 pm.

Motion to approve the January 23, 2016 minutes made by Dusty. Amended to list Jacob Davis as general counsel. Seconded by consensus. Approved as amended.

RECORD OF BUSINESS TAKEN IN SESSION BY BOARD SINCE LAST MEETING

  1. Board approved access to equipment (chairs, tables, etc) to Southeastern Roundtable.
  2. Sexual Consent/Harassment Committee formed: Gina Juhan, Andrew Chou-Chambers, Kisha Bertrand, Seth Williams-Welch, Evelyn Olansky, Tristan Stone, Rebecca Rea (board liaison).

OLD BUSINESS

  1. President’s Report – Received new debit cards.
  2. Committee Updates
  3. PW Committee – Storage move is 85% complete. A second move to consolidate remaining items will occur before June. Inventory will be completed by end of the week. An updated budget for Euphoria has been submitted.
  4. Event Committee – First tier tickets went on sale Feb. 10. Tickets sold out in 18 minutes. Up to four medics will be on site at a time. Dusty will ensure that FAI will pay for additional insurance on any rental trucks. Art online fundraiser closed. The board notes that the Event Committee members is working very well and are pleased with the collaboration of its members.
    Tunna moves that the following standing committees receive access to leadership tickets: Events; PWC; Outreach; and Communications receive access to leadership tickets. Michelle seconded. Passed by consensus.
  5. Communications Committee – The new Euphoria website launched! The board recognizes and appreciates the hard work of everyone involved, especially during the final sprint before the launch. The Alchemy website will be launched in March and a FAI website will be launched in May.
  6. Community Outreach Committee – Anna submitted a report in absentia, read by Michelle.
  1. Eatonton – Rebecca has compiled a list of outlets in the Eatonton area for food, supplies, and other event needs. She will vet the list to find good partners in order to guide hungry/needy hippies and turn it over to the committee.
  1. Sexual Consent/Harassment Committee – Anna submitted a report in absentia. The committee will submit a  policy recommendation by April 1.
  1. Budget – Michelle

    a. Meeting with Jennifer Luce, tax consultant will occur on Wednesday, February 17  at noon in Clarkston. We may need to either a) back file 2014 taxes due to filing them under the assumption FAI should pursue 501c3 or b) file for 501c3.

  1. Michelle will submit an updated budget following the meeting with the tax consultant on Wednesday.
  1. Committee Charters

    Proposal: Look at committees we have; make sure they are meeting FAI’s needs; clearly delineate/describe committee functions. Develop template and organizational chart before March meeting. Feedback will be requested from committees during this process. This will be a major focus at the next board meeting.

  2. Event insurance – Anna submitted a report in absentia, read by Michelle. The board will review the policy Anna forwarded.
  3. 501(c)(3) Status – Discussion tabled until after meeting with tax consultant.

 

  • NEW BUSINESS

 

  1. FAI Annual Report – Michelle created a first draft on Google Drive.
  2. 2015 Event Reports – FAI will focus on a 60 day report. Michelle will present a proposed Event Report template at March board meeting.
  3. Bank Statement
  1. Org: $63,299.45
  2. Event: $95.39
  3. APW: $1,701.89
  4. Money Market: $50,013.89

 

  1. Safety Side – Board decided not to approve request for individual funding.
  2. Passwords housekeeping: Michelle is handling updating all passwords on financial accounts.
  3. U-haul – A tag renewal notice for the U-Haul truck was found; it is in Alchemy LLC’s name. Tunna will contact Jacob about the  title and promissory note and then arrange the transfer.

V. ACTION ITEMS
Dusty –  Contact Authorize.net re: ticket proceeds.

Dusty – Ensure Dwayne will purchase additional insurance coverage for all rental trucks.

Aislinn – Create contact list with roles/responsibilities/authorizations noted.

Rebecca – Vet list of Eatonton outlets to find good retail partners. Submit it to Community Outreach.

Michelle and Dusty – Meet with Jennifer Luce, tax consultant, on 2/17/16.

Board – Review Rebecca’s committee charter template; clarify committee functions/processes; seek committee feedback.

Board – Review insurance policy submitted by Anna.

Michelle – 2015 FAI board report template.

Michelle – Update passwords on financial accounts.

Tunna – Contact Jacob about U-Haul truck promissory note and title. Transfer ownership to FAI.

  1. ADJOURN
    Dusty moved to adjourn at 4:05. Passed by consensus.

FAI BOD Minutes: January 2016

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 Rebecca’s home at 1:30 pm on January 23, 2016, 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: Anna, Dusty, Michelle, Rebecca, Tunna

The following Officers were present: David, board president; Jacob, general counsel; Aislinn, secretary

The following members of the community were in attendance: Ash, Jaime, Justin, Matthew, Vanessa

The reading of the minutes of the last regular meeting are approved as presented by consensus.

In notice to the community, the Board submits this record of Business taken in session by the Board since the previous meeting:

  1. By-Law Amendments proposed and published to community.
  2. Euphoria 2016 Event Proposal – Motion to approve (Dusty); 4 votes yea; one abstention. Proposal is approved.

The following old business was discussed;

  1. President’s Report – David’s board term concluded on December 31, 2015; he will vacate his seat as president at the end of the January meeting.
  2. Regional Status – Tabled by consensus.
  3. Committee Updates
  4.    PW Committee
  5.     A preliminary budget is submitted. An amended budget will be submitted at a later date. In lieu of total budget approval, BOD approves request for $2,000 to PWC to cover immediate storage/moving expenses.
  6.    Event Committee
  7.    Ticket cap, amount, and sale dates announced. Team leads are selected.
  8.     Reviewing bids for golf carts and portapotties. BOD recommends that references be checked for final choice of vendors. Request for funds for deposit requirements approved.
  9.  Communications Committee
  10.   Updated list of committee members is available.
  11.    Website, credit card, and ticketing software. Communications Committee and Event Committees will work together to limit problems with implementing new payment system.
  12.    Community Outreach Committee
  13.   Researching funding Beltline art projects; hoping to get some media coverage if donations are made to Beltline projects
  14.    Budget increase request was tabled for online discussion.
  15.       Budget
  16.      2015 budget – $25,000 of net profits will be moved to reserves account.
  17.     2016 budget proposal – Due to new land and infrastructure expenses, the proposed budget is $30,000 more than the previous year. The board will closely review the budget with an eye on decreasing expenditures where possible. Board discussion will continue online through the end of the week (January 30). Final budget will be submitted online for vote the first week of February.
  18.       Financial accounts transfer – Anna and Michelle are going to the bank this week to get dual cards.
  19.       Sexual Harassment Policy – A consent council was discussed at the BOD retreat. A motion was made by Anna to task an advisory committee of concerned community members to draft a policy and grievance procedure. Motion raised by Anna; voted:  passed by consensus.
  20.       Committee Charters – Updates completed to half of the committees.
  21. General Liability insurance – Jacob presented counsel on liability insurance. Anna will work with insurance agent to compare two options: 1) general liability insurance or 2) event insurance specifying a time period covering work weekends with riders to cover liability.
  22.       By-Laws Amendments
  23.       Proposed Change #1: Reduce the number of board members required on each committee.

 

In Section 3.9:
“The Board of Directors may, by resolution adopted by a majority of the entire Board, designate from among its members one or more committees, each consisting of two or more Directors, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors.”

with:

“The Board of Directors may, by resolution adopted by a majority of the entire Board, designated from among its members one or more committees, each with at least one Director as a member, which to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors.”

Motion to approve (David). Vote: all opposed. Not approved, by consensus.

  1.      Proposed Change #2: Limit the terms of officers in the organization to only one year at a time.

In Section 4.1 replace:
“The officers shall each serve a term of two (2) years and until their successors have been elected or they have resigned or been removed from office as set forth herein.”

with:

“The officers shall each serve a term as established by vote of the Board of Directors at the time of appointment that does not exceed 12 months and until their successors have been elected or they have resigned or been removed from office as set forth herein.”

Motion to approve (David); Vote: passed by consensus.

  1.       Proposed Change #3: Set a twelve (12) month maximum term for Directors for seats six (6) and seven (7).

In Section 3.2 replace:

“The number of Directors on the Board of Directors shall be the number, not less than one (1) nor more than seven (7), fixed from time to time by resolution of a majority of the entire Board of Directors, or as otherwise provided for in these Bylaws. Directors shall serve for a term of two (2) years and until their successors have been elected or they have resigned or been removed as set forth herein, such terms normally commencing on the next January 15 following their appointment as specified herein, or on such other date as may be determined by Resolution of the Board of Directors or as otherwise mandated by these Bylaws. Directors may serve terms in succession. The initial directors may also serve a shorter term at the discretion of the Incorporator. “

with:

“The number of Directors on the Board of Directors shall be the number, not less than one (1) nor more than seven (7), fixed from time to time by resolution of a majority of the entire Board of Directors, or as otherwise provided for in these Bylaws. Directors, for seats one (1) through five (5) shall be appointed pursuant to Section 3.3a of these Bylaws, and shall serve for a term of two (2) years and until their successors have been elected or they have resigned or been removed as set forth herein, such terms normally commencing on the next January 15 following their appointment as specified herein, or on such other date as may be determined by Resolution of the Board of Directors or as otherwise mandated by these Bylaws. All Directors may serve terms in succession. The initial directors may also serve a shorter term at the discretion of the Incorporator. “

Then following this paragraph with the additional sentences added to the section:

“Directors for seats six (6) and seven (7), appointed by Section 3.3b of these Bylaws, shall serve for a term as established by Resolution of the Board of Directors at the time of appointment that does not exceed 12 months or until they have resigned or been removed as set forth herein. Such terms shall begin and end at the dates as determined by Resolution of the Board of Directors at the time of appointment, or if no time is specified at the time of appointment, such terms shall last for 12 months.”

In Section 3.3b replace:
“For seats six (6) and seven (7), the Board of Directors may, but is not required to, appoint individuals at its discretion to fill these seats, and such appointment or term shall commence at the date determined by the Board of Directors at the time of appointment.”

with:

“For seats six (6) and seven (7), the Board of Directors may, but is not required to, appoint individuals at its discretion to fill these seats, and the term of such appointment to be as specified in Section 3.2, above.”

Motion to approve (David). Vote: Passed by consensus.

  1.   501(c)(3) Status
  2.       Accountant has finalized the application; Board of Directors needs to review it.
  3.      Applying for Federal 501(c)(3) status is tabled. Board will operate FAI within 501(c)(3) business practices to streamline any future decision to pursue the status.
  4.   Changing the name of EMS department – Motion to approve (Rebecca). Vote: Passed by consensus.
  5.   YahooGroups alternative – Tabled.

The following new business was discussed:

  1.       Officer transitions, as voted and or appointed by the Board:

Board President – Dusty

Board Vice-President – Michelle

Treasurer – Stacia

Secretary – Aislinn

  1. Appointment of two board liaisons to Event Committee – Dusty and Rebecca.

 

  1. 2016 Calendar – Board meetings will be conducted every second Sunday, 1 pm-4pm.

 

  1. 2016 Southeast Roundtable – Majority of board will be in attendance; costs will be covered personally.

 

  1. To the Moon Burn – Request from Rebecca to use FAI Fire Safety equipment for training at the new burn. Motion to approve (Dusty). Vote: approved by consensus.
  2. Bank Statement, current as of 1/23/2016
  3.       Org:                    $90,039.75
  4.      Event:                          $500.00
  5.       APW:                        $508.00
  6.      Money Market:             $25,012.57
  7.      PayPal (transitioning to Authorize.net):     $0

Action Items of Note:

  • Update amended Bylaws online.
  • Update 2016 board meeting calendar – Aislinn
  • Change Paypal to Authorize.net under bank statement
  • Add Michelle and Dusty to accounts; Anna and Michelle will get dual cards for the accounts.
  • Contact community members interested in creating a sexual harassment policy/procedure – Anna
  • Set up an e-mail account for receipts@flashpointartists.org for all invoices/receipts to be sent from vendors.
  • Board will discuss budget items online.
  • Michelle will submit final budget the first week of Feb for an online vote
  • BOD will review committee charters on Drive and consider some basic requirements for charters/membership.
  • Jacob will send Anna updated insurance waivers. Anna will try to pursue the general liability insurance and get something finalized by the end of the week.
  • BOD is tasked with reviewing 501c3 status requirements and developing programming proposals for programming to achieve this goal.

 

Confirmation of Upcoming Meetings:
February Meeting Date – Rebecca’s house, February 14, 1 pm.

Meeting adjourned at 6:25 pm by consensus.

FAI BOD Minutes: December 2015

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 7:10 p.m. on December 18th, 2015, 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: Anna, Tunna, Michelle, Jessica, David, Tareq, Ash

The following Directors were excused:

The following Directors were absent:

The following acted as secretary for the meeting: David

The following members of the Community were in attendance: Rebecca, Dusty, Dawn Edmonds

The reading of the minutes of the last regular meeting was waived as they had been presented for review online.  Minutes approved by consensus.

In notice to the community, the Board submits this record of Business taken in session by the Board since the previous meeting:

Approval of use of Oh La La Lavender Farms as the new events property for FAI for the 2016 fundraising year

Approval of the Lease agreement between Oh La La Lavender Farms and FAI, starting 18 Dec 2015

 

Old Business

  1. President’s Report – Secretarial Appointment
  2. Regional Status – Tunna
    1. no updates, need to have a meeting with Jim, potentially after the holidays
  3. Committee Updates
    1. PW Committee
      1. Working on 2016 budget, intown storage options, quotes for professional road construction for new site, equipment movement; need to work out how to update committee membership; charter edits are done and will be sent to the Board
      2. Land Search (sub)Committee
        1. We got land!  Reviewing property in conservancy, the property is likely to be removed as a result of communication with the commissioner; renamed to “Land Committee”
    2. Event Committee Updates
      1. Dates announced, callouts announced, effigy and temple design proposals out, interest is coming back, working on event calendar (annual), working on Euphoria Event Proposal, next meeting 20 Dec (Sunday); Finances for Alchemy are done; finish up AfterBurn Report, send out thank-you cards
    3. Communications Committee Update
      1. Sent out Alchemist on 18 Dec, checking in with web-team to work to get site up fast, will wrap up and pass along to the 2016 board, notice of user-purge for unauthenticated accounts, ticket system review done, fixing email forwarding for consolidated functions; Knowledge Training for “How To Send Out The Alchemist” is an upcoming thing.
    4. Community Outreach Committee Update
      1. Lots of opportunities, more in new business
  4. Budget
    1. CFO Tareq is working on the budget now, hopes to have prelims on Monday based on 2015 numbers; looking at expenses for last half of year since first half precedes his term.  Working on a sustainable ongoing Budget system that can be maintained.  Working on a manual for the new CFO.
  5. Sexual Harassment Policy
    1. talked about during the retreat; Tabled to the 2016 board.
  6. Committee write ups
    1. tabled to online discussion and reading for January vote.
  7. Retreat
    1. Survey overview; responses were mostly positive, wanted things to be longer and include more social time, closer to Atlanta; Some wanted a second between the major events; Jessica will type up prelim Strategic Plan from the notes of the Board breakout
  8. Length of President’s term [Officers terms, Bylaws sec 4.1]
  9. Treasurer – offer assistance to Stacia if she desires it

 

  1. NEW BUSINESS
  1. Approval of Outreach Committee EOY donations
    1. $10,000 in donations
    2. Passed by Consensus (Tunna absent)
  2. Changing the name of EMS
    1. Work with the teams to find a better team name
  3. Conflict resolution policy
    1. Board will act as intermediaries, if needed.  Otherwise act as chairs to work via intra-committee communication
  4. Annualized General Liability insurance
    1. Investigate the cost of a GL policy on an annualized basis
  5. Appointment of three new voting Directors

Pursuant to Section 3.3 (a)(ii) — appointment to membership on board of community representatives brought forth by referendum, the chair calls
Dusty Graham
Rebecca Rea
Michelle Waymire

With terms beginning Jan 1, 2016, and ending Dec 31, 2017, with a period
of transition, as new voting Directors.

Passed by Consensus

  1. Thundertix 12/24/2015 Renewal
    1. Renewal on 12/24; Proof of Concept for offline scanner system being analyzed.  Brown Paper Tickets and ThunderTix both seemed good, but the difference in the two was how they assess cost, and who back-end processing can be.  Possibility of doing named tickets. Tix wasn’t all that good.
      1. Motion by Jessica to change Credit Card Processors to Authorize.Net; Seconded by Anna; Passed by Consensus
      2. Motion by Communications to allow ThunderTix to renew; Passed by Consensus
  2. 2016 Calendar
    1. First date is to close the calendar changes on 21 Dec 2015; 2016 EC is working on their calendar and can add dates to the Board calendar, too.
    2. Board needs to read and review and add or adjust dates as soon as possible.
  3. Notice to Amend:

The Board serves notice under 8.1.1 of the Bylaws of the intent to amend the bylaws of the organization, as follows:

Amend Section 3.9 to strike the phrase “each consisting of two or more Directors,” and replace with “each with at least one Director as a member,”
Amend section 4.1 to strike “of two (2) years” and replace with “to serve a term as established by vote of the Board of Directors at the time of appointment that does not exceed 12 months”

Passed by Consensus

  1. Bank Statement – Current as of 12/18/2015
  1. Org $66,959.89
  2. Event: $34,367.56
  3. APW: $2,775.76
  4. Money Market: $25,011.51
  5. Paypal: $0.00
  6. President suggesting NLT $15,000 Reserve Contribution

CFO would like to sweep the money from all side accounts to the Org account for re-disbursement in 2016.

 

Action Items of Note:

 

Jessica to reach out to Rachel Smith and Alison House 12/30

Tareq to reach out to Stacia 12/30

Anna and David to work on Annualized GL policy 12/30

Tareq to complete Budget 12/30

Anna and Michelle to do ByLaw Notification Publication 12/30

 

Confirmation of Upcoming Meetings

January Meeting Date – 23 Jan 2016, 1pm, at Rebecca Rea’s House, (address forthcoming)

 

Meeting adjourned at 9:15 pm by Consensus