Meeting Notes 2023-12-13

Attendees

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

options other than LLC or 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 given history of the building
• Alex - for a traditional lender, no reason to lend to us
• Jake - any traditional lender will have rules about income, 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 or buyer
• Colin - highly encourage EBPREC, mostly residential but some cultural centers. other one 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.

PP proposal

• Alex - we could provide a list of conditions in which we would accept. or we could just block. it also makes sense to know what we want, regardless
• Paige - also helpful, bc might want to know how we imagine sharing space/working with another nonprofit
• Alex - to know how to share governance with another group. but also, this would be a question for all collectives, right?
• Colin - yea agree in some things PP have 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 sharing space?
• Jake - when i last asked him, hes responded with standard advice about what conventional lenders want, not what i was asking. but he knows whats going on
• Alex - ask about potential other nonprofits, or for-profits
• anwar - who have 1million
• Alex - or could be lent 1million
• Colin - or someone else to own. with whole CLP and PP past partnership, very much understand the hesitancy about control and ownership. seems like a lot of people/orgs would be interested in getting ownership of omni, given the space
• Alex - that deal should come with some ownership for current omni members
• Anwar - its great deal if you can scrape out tenants
• Colin - even a deal if they cant. maybe they want to own it in full, but i think value with tenants
• Alex - co-ownership.
• Colin - we should know the amount/percentage we are willing to split for co-ownership
• Anwar - for profit org wouldnt care about whats happening here. has to be someone who cares about what we do here. dont think it would a for profit
• 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 you're at the meeting tomorrow, what is our delegate going to say?

SR decided to block current proposal if it was up to a vote. Reason being, there is not enough info spelled out yet. Specific concerns: 1. connection to Iran as employee of state controlled press, coupled with meeting conflict. worth bringing up but not dwelling on 2. concerned about what ownership and governance structure would be, need to flesh this out with other collectives/community

• Elaine - helpful to be able to suggest something about how Omni and PP could 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 of conditions we could make now?
• Alex - that would take a whole meeting, but could consider some cursory conditions now
• Anwar - im still really mixed, i dont know 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, the people that paid 95%, they paid 2million, weve given them $100k and 5.5 percent interest.
• Anwar - the interest amounts to a lot of money
• Jake - sure, but if we had gotten our stuff together in 1 year, mulberry wouldve had given us $1m minus just one year of interest. they probably will demolish the building 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 to me, shows they have interest in our project. im for letting building go back to them instead of selling building to iranian gov, to a group that is like CLP, pro-regime, anti-ukraine. and this guy said god willing to iranian person who said theyd be in danger in iran, and took picture. definitely prefer to go back to the lender then to that group
• Alex - are there any groups that would be in deep trouble if building lost? like food not bombs?
• Paige - prob media lab
• Jake - CCL and Sudo
• Anwar - affordable usually means just below market rate which isnt affordable. what does affordable housing mean?
• Jake - in Mulberry hands, they would decide that
• Elaine - they could have wanted us to fail
• JAke - they unilaterally gave us a balloon payment extension twice, so no, they didnt
• anwar - if building lost, could lose potential collectives and current groups scattered, probably less effective. 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 undisturbed? We want some guarantees about who these donors are. We need to know that they dont have ties to foreign power...
• alex - more important to me is that we like the cut of their jib
• anwar - lets imagine, to get a baseline here, they propose become a collective, with 1 delegate. still consensus - 1. Would we approve?
• alex - yes for me, but assume jake wants nothing to do with them.
• jake - clp doxxed us, PP retweeted, have a huge following. my view is its there to pressure us to lose building
• alex - if they joined, we could kick them out. hypothetical like that not useful, because no way they would agree to that
• jake - multiple people said they would put 10-100k to co-owning omni. and the way that structure would work...
• alex - tmrw theres a delegate meeting.,. we should be clear what the delegate should say. we are not done with PP discussion
• paige - if we decline current proposal, we need reasonable, clear reasons stated
• alex - agree something reasonable, on what terms we would approve, but has to be more realistic than just...
• anwar - i think my hypothetical is useful because need to gauge how willing we all are here, set baseline
• alex - jake , are you a no, on that hypothetical situation
• anwar - the question is, is there a decision that sudo room would ever say yes to?

ajay joins then leaves right after

• 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 capitalist things, why we do things to subvert capitalism. thats not how we are raised or taught, and so spreading that education is necessary
• alex - problem was clp came into space, and immediately in conflict
• jake - immediately. called me racist for saying we should do logistic thing
• alex - is the same pressure here?
• jake - update from CCL, its a unanimous no, some members threatened to quit over deciscion.
• paige - CCL members also were very against Palestinian statement....
• jake - yea they wanted anti-Hamas statement, they are not to our level.
• alex - dont put other people down.
• 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 in 2 weeks, given that we werent able to do it in 2 years. end of the month mulberry starting foreclosure, if we want to stay in building, we should focus on what we feel comfortable doing to collab with PP. otherwise we should be thinking about what other buildings we can go to? seems unlikely to me that we will be able to have another option given we were not able to raise money in last 2 years
• jake - friend of mine has come into money given stock option at company, had more than $1m. contacted omni to become lender. omni didnt get back to him, and this friend invested it somewhere else, but trying to reach out to his friends now for us. i only heard about this from a diff friend, so i reached out then asking for him to step up. and he said he did reach out, but omni wasnt interested. my point is im disappointed and not surprised that the people who said they had a handle on finding loan did not. they dropped the ball. so ive been trying to make things happen myself. i want to talk about legal structure for smaller loaners.
• alex - delegates meeting isnt just about blocking or approving. also discussion.
• paige - ok so deciscion is to block any proposal on matter this meeting, but SR will participate in discussion of counter proposal to PP at delegates.
• jake - CCL said they had spies in their 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 cajoling 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 in?
• jake - i assume it would be able to not discriminate if in protected class, but otherwise yes
• alex - but they have no power over the building so whats the point
• elaine - would llc get to decide what happened to the building in case of foreclosure?
• 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 - that decision, should it be set up to be made by consensus?
• 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 who are not anonymous could be there 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 that would be a long game tactic
• anwar - we havent been able to pay loan before, why now?
• alex - this wouldnt be a balloon loan. lets say 30 years
• jake - LLC can decide when to do the balloon.
• jake - LLC could be formed as a nonprofit... i guess that wouldnt make sense. these are great questions
• alex - also questions for a lawyer.
• jake - I want to ask delegate to ask the lawyer to compose something that encapsulates this. he will probably say inappropriate for him to do. we'd be asking our lawyer to create org to lend to omni. that should have different 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 entity 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 this up as an email
• elaine - point is easier because dont have to create llc, that would save us headache
• jake - but how do you do that? i explained how llc would work.
• alex - a bond is a 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, nobody would want a bond
• 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 good option
• alex - problem is liquidating building has some risk. some ppl wont want to take that on
• 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. high risk high profit
• anwar - i think junk bond just high risk.
• alex - Jake it would make a really strong point if people on the record. if you can get 3 people on board. Peter, Juul...?

more PP proposal discussion

• alex - CCL hard no, but we are more indecisive, we need to know more,
• Elaine - wanting to know more and suggestion to what would lead us to say yea. 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 are met. I understand jake is a no, I am not not a hard no, sounds like anwar is not either
• Anwar - yea, just concerned
• alex - how much power over delegates process? willing to give some percentage
• anwar - what dose that mean with consensus - 1
• jake - consensus not intended for hostile relationship
• elaine - we are not necessarily joining a hostile relationship
• alex - okay but if we require that consensus process does not change, which is kinda reasonable given thats how we have been organizing all along, they wont say yes to that if 1 vote. IF we give anything more than 1 vote, they receive stopping anything power. can do anything
• anwar - blocking power not same thing as full control
• alex - you can block enough such that you control, prevent anything from happening
• elaine - concern comes from an assumption that we are going to be really badly aligned. i dont know that that is the case.
• alex - no reason other than wanting to take over to get more than 2 votes
• anwar - well if paying half of building reasonable to want power
• elaine - what if each program becomes a collective?
• paige - i would expect them to vote as a bloc given meeting
• eric - seems worse to me
• alex - what if we changed consensus to proportional process?
• jake - already our bylaws say that
• alex - that might be more appropriate process when expecting disagreement
• anwar - is them taking control of the building worse than the building being torn down for affordable housing?
• paige - could we sell it to them if foreclosed upon?
• jake - no. only way would be if you buy it for $876k, buying it from mulberry, then give it to someone
• paige - ok, so we have no say in who can buy it.
• jake - if we give building to a group for the $876k, we are giving them the 1million mulberry gave us
• anwar - still 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 people
• anwar - we have idea what PP would do, dont know what mulberry would do as well. all we know is they donated $1million
• eric - wouldnt downplay that fact. they let us run this experiment. yes its true they are anonymous, but by providing to omni we have a good understanding of their 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 susceptible to be taken advantage of.
• alex - is this something we want to suggest? what are our basic lines? for me, 2 votes on consensus, that would be broken situation. that leaves two options,
• elaine - if 2 votes considered, that means consensus is not the right governance. because consensus is about all coming to agreement
• alex - reasonable to talk about how governance would change
• anwar - something im thinking about, maybe too off topic, but given we are talking about consensus. If it came down to decision of either 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 stay in the building
• alex - but the point anwar is making is, what if 70% collectives willing to stay, should we prevent them from doing that, morally?
• anwar - especially if alternative is foreclousre
• 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 were interested in staying. to change the vote for that decision still would be within the process of consensus. The case would have to be made and voted on.
• alex - 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 - question we are still talking about is if it is morally right to decide for 70% of other collectives (given hypothetical 70% of other collectives want to stay in the building given choice of PP control vs foreclosure).
• 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?
• everyone else: none
• alex - foreclosure means we are defaulting, building is collateral.
• alex - anything else to bring up for meeting tomorrow?
• paige - one idea, rather than thinking governance too much, draw up areas in building. give good protections for current tenants to stay in area. Ballroom very valuable, could be a whole different thing happening there
• alex - line drawn ok with us?
• anwar - if it was considered to give ballroom control by a for-profit, makes sense to discuss that
• elaine - i feel weird about borders in the building, but i dont really...
• paige - yea i understand, just difference with the ballroom being such a grand events space. has tighter access control needs
• 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 year lease
• alex - but theres more than just space. have to really understand what admin, financial, building control means in terms of access, etc.
• 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 own a building you get the say.
• anwar - but contract can be anything. thing is normally contracts dont give tenants much rights
• alex - hard to understand that they would want to take over building and not have an evict clause. would eviction be left to a democratic 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 government, politics is that women should cover their hair
• paige - i think that is projecting. need to stick to what we actually know, like facts of the conflict, and gravity given government connection. but they never said they want mandatory hijab. not hard for me to imagine someone, especially anti imperialist black ppl, feeling need to shut down any critique of iran, even if they agree with critique, given the by-any-means necessary anti-imperialist stance. that would be in line with PP written out acceptance of lgbtq people.
• jake - you read iranian comment to email list yar sent right? they were very clear CLP were a fascist nazi group.
• paige - yes i read, i mean i think this should all get included in discussion. something ive been thinking about. like what is holding me back from proposal is this... so i was thinking about requiring safe space ban on leader until certain things happen
• anwar - nuances
• jake - understand 10. something about gravity of boycott
• alex - dont know how much daylight between the two groups.
• jake - im not young with internet following so not a huge hit to me. but silver has been having crises about what has happened to them in their circles. and this is directly from that tweet
• alex - could be an important req to get them to take that down?
• anwar - could require them to take down the tweet
• jake - if they say yes, not much changes. damage is done
• jake - it should be on them already to take it down.
• alex - what about requiring a public apology?
• paige - thats also good for omni
• alex - also good for silver
• jake - tweet is accusing omni of being racist. but yar wants to keep spreading that, and its 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?
• alex - a lot of focus on being all ideologically aligned, but need to..

more talk about llc/bonds

• 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