Minutes of Mosaic Commons General Meeting
January 7, 2001, 3:30-6:30pm

Location: Parmenter Health Center, Wayland, MA
Notetaker: Dwight
Present: Dwight, Stephanie, Rosa, Catya, Brokk

Decisions:

• We file for LLC incorporation in February using standard MA language with a pointer to an operating agreement, and that we begin work on the operating agreement in February
  
  
• Approved the Cash Call Policy with re-wording. See egroups file.

Action Items:

1. All should put up 5 flyers in separate locations. Flyers need to be posted at various locations frequented by the populations we seek to attract. Let Cat know where you've put them up so they can be changed in 3 months.
2. All should think about how to word the issue of non-members participating in consensus so that we can have a more productive discussion about it in the future.
3. All: Think about how to word the issue of non-members participating in consensus and come back with some ideas later.
4. Brokk or Catya will locate the language to put in the bylaws that refers to an operating agreement.
5. Brokk volunteers to research those affordability facilitation groups and further research.
6. Brokk will find out if state requires some legal entity other than LLC.
7. Cat and San will get together at some point between meetings to work on coordinating committee issues.
8. Cat asked Chris about the tunnel site dates and he doesn't know.
9. Cat is going to check up on what's up with the survey form.
10. Cat will follow-up with Chris to see how the outstanding contract issues are coming.
11. Cat will send text of the announcement to Steph just in case they need it.
12. Cat will summarize the discussion that needs to happen re: membership policy, and mail it to the list. - to be discussed Jan 21.
13. Cat will write a marketing handout that would describe why it would be good to invest early.
14. Catya will follow up to see if we can get an example of an operating agreement.
15. Dwight must get the key to the orientation on 1/19
16. Dwight still needs to get the developers' names to Chris.
17. Cat will find out how much would her attorney charge for doing the LLC filing?
18. Dwight will add a D2/28 explanation to the incentive policy. (Explain that it would be proportional to the value of the unit, point out that the trial budget reflects similar (but not identical) numbers.)
19. Dwight will commit to bring his computer to general meetings for notetaking.
20. Dwight will get developers names that he spoke to in CA to Chris
21. Kai will continue to contact NESG
22. Legal committee (Dwight and Kai): review the docs from Cat's lawyer make sure standard language is ok.
23. Legal committee: figure out if we need to do anything else before February.
24. Rosa will determine whether she fill the breech at the 1/21 orientation.
25. Rosa will rewrite the example for the cash call policy to make it clearer.
26. San and Kai need to do their bios for the website.
27. San will follow-up on professionals for a process workshop
28. Steph and Dave will come up with a process whereby notes will be turned into minutes / discussions posted to the website
29. Steph to call Jamie and Maite Dickinson and Devon McCullogh about intro follow-up.
30. Steph will call community calendar editors at Metrowest News and Concord Journal to follow-up to see if they got the listing
31. Steph will get Brokk the prioritized list of towns so that he can tune the comparables search; he will extend his search.
32. Steph will call Annie to get her email address so that she can be added to the discussion list.
33. Steph will put matches in with the candle
34. Welcome kit will be on agenda for next meeting

The following remain from last meeting:

1. Cat and San will get together at some point between meetings to work on coordinating committee issues.
2. Cat is going to check up on what's up with the survey form.
3. All: Think about how to word the issue of non-members participating in consensus and come back with some ideas later.
4. Cat will summarize the discussion that needs to happen re: membership policy, and mail it to the list. - to be discussed Jan 21.
5. Dwight will get developers names that he spoke to in CA to Chris
6. San and Kai need to do their bios for the website.
7. San will follow-up on professionals for a process workshop
8. Steph and Dave will come up with a process whereby notes will be turned into minutes / discussions posted to the website
9. All should think about how to word the issue of non-members participating in consensus so that we can have a more productive discussion about it in the future.
10. All should put up 5 flyers in separate locations. Let Cat know where you've put them up so they can be changed in 3 months.

Discussion:

Opening Activity: What did we do to celebrate the New Year?

1. Minutes from previous meeting approved

2. Today's Agenda approved

3. Update on Chris

Cat reports last thing she heard is that the only available site is Saxonville site or downtown. Anything else will require re-zoning or a variance. More under the Land/Site committee report. He will be getting fee information from Framingham -- this is the only outstanding contract item from Chris. They understand that we will not be hiring them until we get more equity members.

4. Bylaws

• Dwight went through an exercise to research the bylaws of other groups - rather extensive process. Received quite a few - most of them are up on the website (egroups).
• Next steps - subcommittee needs to review those examples and come up with a draft proposal for bylaws. Since then we've gotten thinking from Chris that it's not appropriate for us to put too much of what we do in the bylaws and that a more appropriate way would be to have the bylawass refer to a separate operating agreement.
• We need bylaws to incorporate as an LLC, which we want to do to protect the money going in to the group, have a more serious appearance, gives prospective members more faith in our process, etc., and allows us to put an offer down on land appropriately. Also an important issue for affordability.
• Brokk will follow up to see if state requires some other legal entity.
• Catya will follow up to see if we can get an example of an operating agreement.
• Need the language to put in the bylaws that refers to an operating agreement, Brokk will f/u with this.
• Money involved - $500 up front and $500 a year.
• Proposal: We file for LLC incorporation in February using standard MA language with a pointer to an operating agreement, and that we begin work on the operating agreement in February. (passed by consensus)
• Key piece of the operating agreement is how we make our decisions.
• Legal committee: review the docs from Cat's lawyer make sure standard language is ok.
• Legal committee: figure out if we need to do anything else before February.
• Action Cat: How much would her attorney charge for doing the LLC filing?

5a. Early Cash Incentives:

• Discussed explaining this in terms of the benefit to early investors vs seeing both sides of the coin represented. Cat will write a marketing handout that would describe why it would be good to invest early.
• Dwight will rework the handout and add a D2/28 explanation. Explain that it would be proportional to the value of the unit, point out that the trial budget reflects similar (but not identical) numbers.

5b. Cash Call Policy:

• Dwight proposed a Cash Call Policy. (need file to link to)
• The idea is apportionment. Dwight did a great deal of research and found that all the bylaws from other groups use apportionment so that meeting cash calls is fair and ethical. Some groups explored options related to income, but this was a problem because of privacy and ended up doing apportionment anyway.
• Discussed rewording several parts of the proposal:
• #1: Reword to read: When the Community determines that additional funds are need to enable the Community to conduct its operations and achieve its goals we will hold a cash call.
• #2: Strike "Upon making such a determination". Begin with "The Community shal.."
• #4: add "not to exceed the full amount" between "contribute" and "and will be acknowledged"
• #5: add "Proportionally" between "call" and "according to"
• #6: add "until additional funds are volunteered using this protocol" to the end of the sentence.
• Example: Rosa will rewrite to be clearer.
• This implies that only the finance committee would know what people volunteered. Discussion ensued about what amount is kept confidential.
• Cash calls are voluntary therefore the sliding scale policy does not apply. Sliding scale policy applies post-move-in. All money is toward equity before we move in.
• We still need to decide whether to make the final amounts public. We need to acknowledge the emotional aspect of this - that putting in money indicates commitment on some level.
• When members approach the finance committee with their ability to meet the call they also disclose how public they are willing to have their offer be. Cat proposed that we table the discussion about how public the numbers shall be until San and Kai are present.
• Dwight summed thusly: the mechanism.. the protocol has consensus, but that the disclosure and confidentiality are still undecided.
• Rosa will rewrite the example to make it clearer.
• It was pointed out that we need to make it clear that this is money that will be requested above and beyond the monthly contributions each household will be required to pay.
• This proposal was approved by consensus with the changes.

Brokk raises a question about utilization of the mailing list more frequently to discuss policy and detail ramifications in order to reduce meeting discussion time. We all acknowledged that the mailing list needs to be used more efficiently by us all.

6. Committee Reports

Coordinating committee:

• Cat says there's nothing to report.

Land/site:

• Brokk agrees to join the committee and appreciation is expressed about his research action. Brokk wonders whether he fulfilled his action item; the group agrees he did it to extent possible. Cat says biggest issue is Kai's AI about NESG research. *** Steph will get Brokk the prioritized list of towns so that he can tune the comparables search; he will extend his search.
• Saxonville update: Rumblings as to whether this site will work... Steph asks the question. Cat is concerned it's too distant: 2003. Brokk has seen powerlines over the site, and if we're near them on the build site, it's not good.

Affordability:

• Brokk volunteers to join this committee.
• Discussion about defining "affordability": town definition to qualify for variance vs. our own needs/values. Brokk is interested in putting quite a bit of energy here. He has heard of at least one group that facilitates affordability. *** Brokk volunteers to research those facilitation groups and further research.

Marketing/Membership:

• Rosa approached to volunteer for this committee, responds she will make a decision by end of Jan as to whether she will join the group or not.
• Cat has sent out 120 flyers to UU churches and alternative health care practitioners to increase visibility.
• Announcements FAXed to 15 newspapers. Steph will call community calendar editors at Metrowest News and Concord Journal to followup to see if they got the listing. These papers have already been faxed toward, but followup is needed. Cat will send text of the announcement to Steph just in case they need it.
• Cat reminds people that they should feel free to post her email announcements about orientation, etc. to other lists.
• Steph to call Jamie and Maite Dickinson, and Devon McCullogh about intro followup.
• Dwight must withdraw from his orientation commitment on 1/21; Rosa will determine whether she fill the breech.
• Dwight will commit to bring his computer to general meetings for notetaking.
• Dwight must get the key to the orienteer on 1/19.

Diversity:

• flyers need to be posted at various locations frequented by the populations we seek to attract.

Web site:

• Cat reports we have a search engine and a reporting structure, thanks to Dave. Yay!

Finance:

• Dwight brought some proposals. See above.

Closing:

Cat volunteers Kai to facilitate the next meeting. If he doesn't like that, he can email the group

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Last modified: October 3, 2001