Minutes of Mosaic Commons General Meeting
March 18, 2001, 3:30-6:30pm

Location: Parmenter Health Services
Notetaker: Dwight & Stephanie
Facilitater: Scott
Present: Rosa, Catya, Scott, Lori*, Jason*, San, Emma, Pascal, Kai, Stephanie (* first meeting)

Decisions:

Consensus is at the invidiaul level, voting is at the individual level, membership is at the household level and
financial contribution is at the household level. The exception is that from a given household only one
individual needs to participate on committees. (This wording is not exact but will be incorporated into the
Operating Agreement and formal wording will be approved then.)

Action Items:

Coordinating

• Cat will follow up with Kelly for more documents and check to see if this is the level of formality that is typical of groups.
• Catya will polish the urgent decision policy and post it to the group for comment. (Adapting Oak Creek Commons’ wording of decisions outside of a meeting, including the defiition of fair attempt – section V-4).
• Catya: Bring welcome kit to future meetings for new people
• Coordinating Committee will ask Chris (before he comes out) (1) who signs the operating agreement, (2) will the operating agreement be viewed by Mortgage companies/banks, and (3) does the operating agreement need to show each equity member’s share of the partnership by their name
• Dave will pick up the key for 4/22 meeting
• Dwight will pick up the key for 4/1 meeting and deliver to Homeport on 3/30
• Everyone please indicate whether you will be joining the retreat to Maine the weekend of May 19-20 by going to the poll on the groups.yahoo.com/group/mosaic-commons site
• San and Cat will get together to look at the items missing from the Operating Agreement

Secretary

• Steph will get the old documents from Lisa

Membership and Marketing

• All will discuss the rest of this debate (voting should be individual or household) in email and will be on the agenda for the first meeting in May
• Cat will draft a similar document for new equity members similar to the initial equity membership document just signed on 3/18.
• Cat will get together with Leslie re: marketing ideas
• Catya or Steph will put the signed Equity Membership document from 3/18/2001 under glass upon which the candle will rest.
• Kai will write up examples of the items we need to have included in the Operating Agreement for our group to review at the next meeting.
• Rosa will research Senior Centers and Schools (Montessori, etc.)
• San will continue to work on the postcard for SVS Orientation
• San will go through documents to look for other things to add to the Operating Agreement
• Steph will f/u with Annie
• Steph will look into how other groups have done unit selection prioritization

Finance

• Brokk volunteers to research those affordability facilitation groups
• Cat will clarify how the APR is actually paid at the end of the project
• Dwight will check to see whether we have about $3000 for Chris and $500 for LLC filing
• Dwight will purchase accounting software (Quickbooks) for treasury duties.
• Dwight will research moving the accounts to dcu, with regard to interest rates, possible construction loan, etc., will also research minutes about why we're at metrowest, check with new view where they bank and where they got their loan.
• Dwight will send an email to the MC list explaining how the interest gets distributed for tax purposes.
• Dwight will send out email letting us know what the to-date contribution levels are for members.

Land/Site

• Elisa is researching the Concord uranium concerns
• San or Kai will send Steph an email with contact info and specifics about where the conversation left off with NESG and MWRA.
• Steph will pick up where San and Kai left off in communicating with NESG and MWRA

Professionals

• Dwight will complete the LLC certificate and hand it to Cat for informal legal review.
• Cat will take the LLC draft to legal folks she knows for approval.
  

Discussion:

1. Opening Activity:
Dwight picked from The Book of Questions

2. Review and Approve Minutes
Minutes Approved

3. Approve Agenda
Agenda Approved

4. Video from Tierra Nueva
We watched the video of Dwight and Steph’s tour of Tierra Nueva in California from December 2000. During the video we put together a marketing mailing.

5. Equity Membership

• New draft read out. Catya had a reservation in that Homeport has already paid over and has money in the checking account. She also pointed out that she is not comfortable with using this document beyond the first round today. All acknowledged her reservations, but approved the document.
• Catya or Steph will put the document, which all signed, under glass upon which the candle will rest.

6. Membership Document:

• Discussion: Kai believes that people sign the operating agreement when they become equity members. Cat says the operating agreement is not an LLC document. Should Associates sign the operating agreement? Should there be a separate Associate Operating Agreement? What is the Op. agreement for? Is it solely for the LLC? If it is, then only equity members sign it. But the op. agreement doesn't get filed with the state. The operating agreement can be the document that defines how we do things which would mean everyone signs it inlcuding Associates. Kai feels that the operating agreement is somewhat of a legal document and that we might have to show it to Mortgage companies, banks, etc. so we need to be careful about who signs it. Cat feels the operating agreement should be signed by both equity members and associates and that this would not interfere legally.
• We need to make sure that a lending company will NOT need to view our Operating Agreement and if they
  do, we need to make sure it looks OK to them.
• **Coordinating Comm. will make sure that Chris gets this question before he comes out.
  
• A compromise is to have two lists of signatures at the end of the operatin agreement: Equity members and Associates. Agreement: We will have two separate lists.
  
• Issue raised by Kai that the equity member list will have their share of the partnership listed by their name. How does that percentage get determined? This is a problem because this will be a constantly changing amount until we move in. This will be challenging for us. Perhaps the percentage could be arrived at by the size of the unit.
• **Coordinating Committee will also ask this of Chris. (Does this need to be on the operating agreement? Does it need to be a separate document?)
• Discussed how the interest gets distributed for tax purposes. **Dwight will send an email to the MC list explaining how this works.
• Other documents: Cat is proposing that we have a similar document for new equity members similar to the document just signed by the people that signed the initial equity member document today. **Cat takes this on.

-------------Break-------------

6. Membership Documents Continued:

• San went through old notes and documents and found many things that are not included in the current draft of the membership document. This is tabled until San and Cat get together to discuss in more detail.**
  

7. Operating Agreement

Kai looked at operating agreements from other groups and looked at what kind of things they address that we do not. Some of them read very legalistic but we've agreed we don't need to write that way - however there ARE some legal type stuff that we probably do need to have in our operating agreement. Kai will work on this further this week.

Some things that other groups have in their OA that we do not:

1) Admission and Expulsion: all have language about admission and expulsion of members in addition to the financial issues most groups have a vote on who to admit or expel. Some specify some reasons for expelling household such as fraud/crime, etc. And that these are done by consensus (admitting and expelling). **Kai will write this up for our group to review at the next meeting.

2) Indemnification: i.e. that the group will stand up for a member that does somethign on behalf of the group - an individual is not held individually responsible unless they've really violated the trust of the group. Kai will look into this further.

3) Conflicts of interest: we need some rules about this

4) Cash calls- we have this but one thing we don't have is if a cash call can't met by the members the group can borrow money from an insitution. **Kai will formulate this for the cash call policy as well.

5) Failure to make payment: What happens when folks don't make their contributions - we have some language about this drafted now (but not adopted yet) - one of the things that Kai also saw addressed is that you fall back in seniority. We think this is reasonable. Steph raises question of what happens if people continue to pay $ but don't participate. Discussed this but didn't come to any conclusions.

6) Stepping-back: language about retrieving contributions after you "step-back", two ways to do this:

a) will get contribution back after completion of project

b) will get contribution back as soon as another member and/or household joins the project (i.e. replaces the outgoing person's contribution). We could phrase it such that it is up to our discretion on the timing of the return of the money.

Is membership by household or individual? We've discussed it and used it informally - currently financial contribution is by household, consensus is by individual, and that at least one member of a household must be at meetings/participating. If we come to a vote (if unable to reach consensus) do we vote as individuals or households? San points out that we need to formalize this language.

Proposal: Consensus is at the invidiaul level, voting is at the individual level, membership is at the
household level and financial contribution is at the household level. The exception is that from a given
household only one individual needs to participate on committees.

Folks seem to agree with the intent of this wording, but Rosa points out that it might make sense to toss this around a bit more for the purposes of voting. Also need to decide on what makes up a quarum - households or individuals. Decision: The proposal was approved - the exact wording will be worked into the Operating agreement and voted on then.

**All will discuss the rest of this debate (voting should be individual or household?) in email and will be on the agenda for the first meeting in May.

8. Committee Reports:

• Cat has gathered headcount for Maine retreat. Poll is on the website, please answer..
  
• Joani Blank will come speak to us on April 12th, time is tentatively 6:30pm
  
• San and Cat will agree on the dates and times for the SVS orientation
  
• Entry of SVS addresses will be done by division now at the meeting. Catya will send out a Word template for us to fill in. But first she will attempt to OCR it using software she has in her office. This is unfortunately not the whole mailing list for the journal, but a subset of current enrollees.
• Mailing list membership was discussed, some changes were made based on contact by san and policy. Some people will be moved to interest list.
  
• Decision log is up to date, from rosa and catya.
  
• Dwight has permission to buy quickbooks, Kai will check on discount.
  
• Dwight will research moving the accounts to dcu, with regard to interest rates, possible construction loan, etc., will also research minutes about why we're at metrowest, check with new view where they bank and where they got their loan.
• San unwilling to continue to work with the tunnel people, if this is still undone when Chris visits we will ask him to do it. **Steph volunteered to pick up where San and Kai left off in communicating with NESG.
• Elisa will research Concord specifics, especially with regard to dangers of contamination.
• Dwight will complete the LLC certificate and hand it to Cat for informal legal review.
• Catya will polish the urgent decision policy and post it to the group for comment.

9. Time, Place, Agenda items for next meeting and social event:

• Chris is coming 17-18 April for evening meetings, 17th at San & Kai, 18th at Homeport.
• General meetings: Parmenter: 4/1, 4/22 (skip the 3rd Sunday due to Easter), 5/6 (second May meeting in Maine during retreat)
• Introductory meetings: 4/22 at 1pm, 5/13 at 3pm, 6/17 at 1pm, 7/15 at 1pm
• Other dates: 4/12 with Joani Blank, 5/19-20 retreat to Maine
• Social Event: No social event in April due to other events

10. Misc
This table will be added to a Unit Costs & Information document handed out at Introductory meetings:

Contact us! * Email info or webmaster

Last modified: October 3, 2001