Meeting Notes 2023-12-13

Attendees

paige, alex, Colin , Jake, Elaine, Eric (late), Sierk

options other than LLC, PP proposal

• Alex - what about instead of lender, finding someone to own the building like a land trusts
• Colin - EBPREC, didnt work out. i would assume people tried talking to them but that went sideways
• Alex - or an Italian American organization
• Colin - between diff real estate specific coops,
• Alex - for a traditional lender, no reason to lend to us
• Jake - any traditional lender will have rules about income, because they are not supposed to be looking . rule is 1.25x. Need to show steady income of 1.25x mortgage and all expenses. point being we are not there. so thats why we need a private lender. but if buyer, sure
• (unknown) - highly encourage EBPREC, mostly residentially but some culturally. competitor is oakland land trust.
• Colin - EBPREC gets city to help buy too, gets complicated with residential situations, because affordable housing goes through lottery. wouldnt be the case here.
• Alex - list of conditions. or we could just block. it also makes sense to know what we want
• Paige - also helpful, bc might want to know how to work with another nonprofit
• Alex - to know how to share governance with another group. but also a question for all collectives, right?
• Colin - yea in some things like what theyve said
• Jake - sarah looked into them, on the surface they got $200k, started a 5013c. thought 100k over a couple years. only record of them. im sure a lot of people in PP are great, but the founder not aligned
• Alex - what about david keenan sharing space/
• Jake - hes said thing about conventional lenders
• Alex - ask about potential other nonprofits, or for profits
• anwar - who have 1million
• Alex - or could be lent
• Colin - or someone else to own up. with whole CLP and PP, very much understand with hesitancy about control and ownership. seems like ppl would be interested in getting the omni
• Alex - that deal should come with some ownership for current omni members
• Anwar - great deal if you can scrap out tenants
• Colin - even a deal if not. maybe they want to own it in full.
• Alex - co-ownership.
• Colin - knowing the amount, knowing how much
• carl -
• Anwar - for profit org wouldnt care about this. has to be someone who cares about what we do here. dont think it would a
• Colin - i think someone would be interested in owning 49%
• Alex - all depends how you agree on splitting up the building.
• Colin - i think still tempting for people.
• Jake - as it is right now, if your at the meeting tomorrow, lets agree on this thing.

SR decided to block current proposal. not enough info fleshed out. specific concerns: 1. connection to Iran as employee of state controlled press. worth bringing up but not dwelling on 2. concerned about what ownership and governance structure would be

• Elaine - helpful to be able to suggest something about Omni and PP might share leadership of the space.
• Alex - we should know about what they want but also be ready to say what we want
• Anwar - doing that at delegate meeting... is there a list we could make that we could make that would say we would work with them
• Alex - that would take a whole meeting, but could do some cursory
• Anwar - still really mixed, i dont if building being foreclosed is better than working with someone we dont agree with. In the context of not having alternatives we could pull together on time
• Jake - foreclosure means building goes to org that was charitable to having omni succeed. letting them have the building, that they paid 95%, they paid 2million, we given them $100k and 5.5 percent interest.
• Anwar - lot of money
• Jake - if we had gotten our stuff together we would have had given $1m. probably demolish and make low income housing. they wanted us to look for new lender, and identify 5013c orgs that could buy us out. $1m speaks a lot that they . out of interest wouldve been 1 years, and we wouldve given us $1m. letting building go back to them . selling buildin to iranian gov, to a group that is like CLP, pro-regime, anti-ukraine. and this guy said god willing and took picture. definitely prefer to go back to the lender
• Alex - any groups that would be in deep trouble if building? like food not bombs.
• Paige - prob media lab
• Jake - CCL and Sudo
• Anwar - affordable usually means...
• Jake - in Mulberry hands
• Elaine - could have wanted us to fail
• JAke - unilaterally gave balloon payment extension twice, so no
• Anwar - is mulberry same person
• jake - anonymous
• anwar - could lose potential collectives could , groups probably scattered. i dont know if thats better than having affordable housing
• alex - lots of unknowns. maybe worth meeting PP, see if we think they would make it. Jake thinks they would make it miserable
• anwar - none of work we do works against that set of politics. not clear that an iranian backed PP is against what we do here. Like would FNB go undistrubed. We want some guarantees about who these donors are. We need to know that they dont have ties to foreign power...
• alex - more important we like the cut of their jib
• anwar - lets imagine, they propose become a collective, with 1 delegate. still consensus - 1.
• alex yes, jake wants nothing to do with them.
• jake - clp doxxed us, PP retweeted, have a huge following. my view is its pressring that we are
• alex - if they joined, we could kick them out. hypotheticals like that not useful
• jake - multiple people said they would put 10-100k to co-owning omni. and way that structure would wor...
• alex - tmrw theres a delegate meeting.,. we should be clear what the delegate should say
• alex - agree some reasonable, what terms, but has to be more realistic than just
• alex - are you a no, if they have the money but can kick out hypothetical
• anwar - is there a deciscion that sudo room would ever say yes.
• alex - again jakes opinion
• ajay joins
• alex - what does pp do
• paige - programs of mutual aid, health clinic, grocery, meals, and political education
• alex - political education
• paige - yea like black panthers. im not opposed to idea of propaganda along with mutual aid.
• anwar - makes sense to me, like noncapitalist healthcare, maybe it feels obvious, helping people understand how its fucked up that we do anticapitalist things, why we do things to subvert it. thats not how we are raised or taught, and so spreading that way of thing is
• alex - problem was clp came into space, and immediately in conflict
• jake - immediately. called me racist for
• alex - is same pressure there
• jake - update from CCL, its a unanimous no, members threatened to quit.
• paige - CCL members also were very agaisnt Palestinian statement....
• jake - yea they wanted anti-Hamas statement, they are not to our level.
• jake - thats right they are not as progressive
• alex - i think theres this expectation that people go in lockstep. im fine with ppl having different views.
• elaine - interject here: way ive been thinking about this, it seems like PP is kinda only viable option at the moment if we want to stay in the building
• jake - NO
• elaine - i know ppl have had other suggestions, land trust, LLC and donate, but i dont know how much we can do that in 2 weeks that we werent able to do in 2 years. end of the month mulberry starting foreclousre, if we want to stay in building, we should focus on what we feel comfortable doing to collab with PP. otherwise what are other buildings we can go to. seems unlikely to me that we were not able to raise money in last 2 years
• jake - friend of mine has come into money, had more than $1m. contacted omni to become lender. omni didnt get back to him, and invested it somewhere else but trying to reach out to his friends. i only heard about this from a diff friend, reached out, and he said he did reach out. my point is im dissappointed and not surprised that people who said they had the handle on finding loan did not. they dropped ball. ive been trying to make things happen. want to talk about legal structure for smaller loaners.
• alex - delegates meeting isnt just about blocking or approving. also discussion.
• paige - ok block any proposal on matter this meeting, but will participate in discussion of counter proposal at delegates.
• jake - CCL said we also had spies in our meeting.

LLC plan, or bonds plan

• alex - ok lets talk about LLC, which i dont think we are ready to discuss.
• jake - if you had multiple lenders to a building, only first person can be expected to be paid back. if we create an LLC whos charter says that it exists to buy this building with the money of its lenders, then collect interest on that loan, spelled out if borrower fails to property insurance, mortgage payments, what happens if balloon expires, or if everything fine. in those cases, all people that are part of that LLC that put in money, they receive their share of the mortgage payments back, according to proportion of their portion was. if the borrower fails to pay then the LLC forecloses on the property, then the LLC has to liquidate property to pay back members. IF members decide to do something else than liquidate, anyone who not interested can be bought out. guarantee mortgage payments, or paid back via liquidating
• alex- do they stand to make a profit
• jake - Building Value at Time of Purchase

 1,977,621.00 . LLC only needs to do 870k. so stands to make profit

• jake probably a cut and paste process. i want this to come up at the delegates meeting because i want to see if our lawyer can put something like this together, and then i can name some people who are down
• elaine - how many more people do we need?
• jake - i would say to participate you need 5 digits. if you have $5k you go with a partner. $10k or more you go as a partner. that would be 87 ppl. number of ppl goes down. I think some co-lenders in the 6 digits
• alex - more palatable if you got a current appraisal, and if you got a lawyer to compose the document. bc will take a time
• anwar - how feasible also important. Like how many interested right now.
• elaine - how much money is being promised now. if you counted how much people put up
• jake - they didnt give amounts. so im saying 10-50k. my understanding with money, is people dont like to talk about how much money they have
• anwar - doom building if only 150k
• alex - if you phrase it as cant lose money.
• jake - time limit is 90 days after january 1.
• anwar - saw email from autonomous, is it 90 days from jan 1, or from 60 days ago? idk that we know that
• jake - lawyer said timeline up to lender. if they proceed as quickly as possible, then 90 days after notice of default. i think they could do that notice. omni has 5 day. in other words we have 90 days after jan 1
• alex - what if we approach mulberry trust through the lawyer
• elaine - i want to hear suggestion
• alex - they were apparently cojolling us to find a 5013c. what if we propose this idea to them, maybe they would be willing to contribute some to this idea to. or have some connections willing to contribute
• elaine - is there a way.. can we exert control who buys into
• jake - i assume it would be able to not discriminate if in protected class, b
• alex - but they have no power over the building
• elaine - would llc get to decide what happened to the building.
• alex - if llc foreclosed on omni, it would be in their charter to liquidate, or decide what to do with building. but probably they would liquidate
• elaine - set up something to have consensus with ?
• alex - if we make our payments, nothing happens
• elaine - can somebody can buy into this, and then they have some amount of power in foreclosure, then we get more boycotts and gut our revenue, and could force us into foreclosure
• jake - my guess is omni commons would review who was members of the LLC at the time of making agreement with them
• anwar - so couldnt be anonymous/
• jake - lets say LLC allows anonymous. half of ppl choose not to be anonymous. trusting ppl to not anonymous to vet ppl who are anonymous. and then omni decides whether or not to allow them to buy the building. but yea ultimately no protections against weird shit, but its a long game. r
• anwar - we havent been able to pay loan
• alex - this wouldnt be a balloon loan. lets say 30 years
• jake - LLC decides when to do the balloon.
• jake - LLC could be formed as a nonprofit... i guess wouldnt make sense. these are great questions
• alex - also questions for a lawyer.
• jake - want to ask delegate to ask the lawyer to compose something like this. he will probably say innapropriate. asking for lawyer to create org to lend to omni, so should have diff representation
• alex - could we just issue bonds as omni
• jake - i dont think its same thing
• alex - bond with specific collateral
• jake - we arent owner of building, we cant do that
• alex - raise money using bonds, then purchase the building
• jake - why need bonds
• alex - llc would be giving us a loan. a bond is a loan. bond says everyone can buy 50k.
• jake - dont have building to provide as collateral. need single entitity to do same thing
• alex - bond would have in case of nonpayment, pay off the bond holders. pretty much same thing as you are talking about
• jake - you should write up email
• elaine - point is easier because dont have to create llc bc that would save us headache
• jake - but how do you do that
• alex - a bond is contract with your lenders. same idea. just doesnt go through a llc. and the lawyer wouldnt have problem of not representing us.
• alex - i dont know how feasible, also given nonprofit
• jake - omni has not much money
• jake - if they buy through llc, they know llc is going to do what the contract said what it is going to
• alex - im telling you they are equivalent, but you dont believe
• jake - thats great and we should put both of those wordings to our lawyer. i know 5 people would put 5 digits, between 50 and some other number. idk if we can do it in time but think its very
• alex - problem is liquidating building has some risk. some ppl wont want to do it
• jake - a lot of people wont be, but we only need like 20ppl to give 50k.
• alex - yea i think its worth pursuing
• jake - proposal for our delegate to get the other delegates on board with this idea, and to not object to lawyer. that implies those delegates will bring it back to collectives
• paige - yes i can write up proposal and send it beforehand.
• alex i think technically a junk bond
• anwar - i think junk bond just high risk.
• alex - would make a really strong point if people on the record. if you can get 3 people on board. Peter, Juul.
• alex - i think PP will see how many people will be willing to play ball

CCL hard no, we are more indeciscive, we need to know more,

• Elaine - wanting to know more and suggestion to what would lead us to say yea. seems arrogant if we . would better if we came up with some things, conditions that would lead to accept their offer. i think ball is our park. proposal vague, so now down to us to be like, sure you can buy building if these things. I understand jake no is not a hard no, sounds like anwar
• Anwar - yea, concerned
• alex - how much power over delegates process. willing to give some percentage
• anwar - what dose that mean with consensus - 1
• jake - not intended for hostile
• elaine - we are not necessarily joining hostile
• alex - okay but consensus process do not change. thats kinda reasoable, but they wont say yes to that
• alex - okay 2 votes, stopping anything power. can do anything
• anwar - not same thing
• elaine concern comes from an assumption that we are going to be really badly aligned. i dont know that that is thecase. if they just want to run programs.
• alex - no reason other than wanting to take over to get more the 2 votes
• anwar - well if paying half of building
• elaine - what if each program becomes a collective
• paige - i would expect them to vote as a bloc
• eric - seems worse
• alex - change consensus to proportional process.
• jake - already our bylaws say that
• alex - that might be more appropriate process when expect disagreement
• anwar - is them taking control is that worse than building being torn
• jake - we can buy it for $876k, buying it from mulberry
• paige - ok no say in who can buy it.
• jake - we'd be give 1million from mulberry and giving it
• anwar - not obvious that letting them control of building is worse than foreclosure
• jake - foreclosure is when lender takes ownership of building. that they gave us 1million tells me that they are good
• anwar - we have idea what PP would do, dont know what mulberry. all we know is they donated $1million
• eric - wouldnt say this. they let us run the experiment. yes its true they are anonymous, but by providign to omni we have a good understanding nature. and they gave us two extension.
• alex - i think we would not be able to live with them if they had 2 votes
• eric - i agree
• alex - either we change governance or we dont accept.
• alex - if you have disagreement, consensus more suceptable to be taken advantage of.
• alex - is this something we want to suggest. what are our basic lines
• alex - for me, 2 votes on consensus, that would be broken situation. that leaves two options,
• elaine - if 2 votes considered, that means wrong to do consensus. because consensus considered all in aggreement
• alex - reasonable to talk about how governance would change
• anwar - something thinking about, talking about consensus, if it came down to pp or foreclosure, should that vote be a consensus vote. like if SR and CCL blocked, should that block other people wanting to stay under PP leadership
• anwar - maybe we can take a vote to amend a vote.
• jake - sudo room could vote against PP, and still want to say
• alex - what if 70% collectives willing to stay, should we prevent them from doing that, morally
• anwar - especially if alternative is foreclousre
• alex - i could stay
• jake - we dont know about their funder. if vote is to give $1m to them, id say no
• anwar - we cant say we arent complicit in that. if mulberry decides that theyre going to sell bulding
• alex - i could see us deciding to vote that way if enough of the other collectives . still would be within the process of consensus. The case would have to be made that. I agree that mulberry is probably a good org
• anwar - we still think we're right. moral right to force people out of the building.
• elaine - in last 10 minutes video connection went down
• alex - q is if morally right to decide for 70% of other collectives.
• anwar - if between PP and foreclosure, i dont think it should be a consensus vote.
• anwar - if foreclosure, we have to leave either way. is it fair for us to force others
• alex - how many want to stay?
• anwar - i dont think this is an unproductive hypothetical
• alex - yea i can think of myself being sympathetic to that
• paige - if foreclosure happens, what money do we get

none

• alex - foreclosure means we are defaulting, building is collateral.
• alex - anything else to bring up for meeting tomorrow?

• paige - draw up area
• alex - line drawn ok with us?
• anwar - if ok if for-profit
• elaine - i feel weird about borders in the building, but i dont really
• paige - just difference with the ballroom being an events space
• elaine - if inviting pp programs in, can have boundaries like all collectives have.
• paige - how could we feel secured in current spaces
• eric - 1000 year lease, 99 years
• can they exclude who comes in building
• anwar - what is left for democratic body to do if they are taking control of those other things
• alex - they could do a lot of things.
• alex - when you owe a building you get the say. you can kick them out
• anwar - contract can be anything. thing is
• alex - hard to understand that they would want to take over building and not have an evict clause. would eviction be to a democractic process.
• anwar - our bargaining power is they couldnt get something this cheaply.
• jake - deciding based off a politics if we should give $1m. My perspective is leader is employee of Iranian goverment, politics is they should cover their hair
• paige i think that is a
• jake they were very clear they were a fascist. we didnt understand the context
• anwar - nuances
• jake understand 10
• alex - dont know how much daylight between the two groups.
• silver has been having crises about what has happened to them. and this is directly from that tweet
• alex - important to get them
• anwar - could require them to take down the te=weet
• jake - if they say yes, not much
• jake - on them to take it down.
• alex - what about requiring a public apology.
• paige - also good for omni
• alex - also good for silver
• jake - tweet is accusing omni of being racist. but yar wants to do that but chasing people off. they will say if you dont let us in, you are racist, we are leaving tweet up
• alex - by asking to apologize for tweet, if they refuse, that will mean something to other delegates. will other delegates will be ok to proceed with this. some value to re
• jake - wouldnt entertain if not balloon
• alex - a lot of focus on being all idealogically aligned, but need to..

• Jake - create a legal structure that would allow multiple co-lenders to own omni. without structure like that,
• Alex - have to figure out how those lenders would secure that loan. what would they get if loan goes back