TechShop open house meetings

Location of meetings, suggestions for new Forums in this Category
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jet
Posts: 32
Joined: Mon Jun 05, 2017 5:58 pm

TechShop open house meetings

Post by jet » Wed Jun 07, 2017 2:22 am

Notes from tonight's meeting:
https://docs.google.com/document/d/1wCG ... 76cj0/edit

Next meeting is on Tuesday, 6/13/2017, 7pm, TechShop PGH.

Kathryn.Kelly
Posts: 2
Joined: Wed Jun 07, 2017 5:34 pm

Re: TechShop open house meetings

Post by Kathryn.Kelly » Wed Jun 14, 2017 12:34 am


jet
Posts: 32
Joined: Mon Jun 05, 2017 5:58 pm

Re: TechShop open house meetings

Post by jet » Wed Jun 14, 2017 3:04 am

My notes

Q: question
S: suggestion

Gad

Looking for

-an organization to own the site: lease, own the eqiupment,
etc

- organizations to fund the shop

Sent out email to a select list asking who can help and how?

What about shared support -- willing to let multiple groups cooperate.


Devon's CBA for keeping TS open

- wanted a way to move forward after last week

- did research in to a co-op

- collected financing information

- how much will it cost to run the shop for six months

- incoming group would need to keep all the members to fund the site

- would need signed letters of intent from members that they will
participate for a year

- Q: did you consider levels of membership? Regular member
vs. "Chair member" where you own more of the shop? Right now we
need $4,000 per member if all members are equal.

- Q: can members pay for the move? Maybe(? I couldn't hear all the conversation)

- Q: what about levels of membership giving people different access,
similar to East-End's $100 in the bank for memberhips (that are
refunded) when you leave?

- (comments from audience on differet payment schedules)

- convert TS memberships to the new space

- give Lifetime or other high-paying members more space

- In terms of a letter of intent, allowing people to contribute to the
space as part of their donation/subscription fee

- Q: can members have a significant amount or representation on the
board giving them voice in the project?

- don't want to hamstring the initial first-round investors with
customer vote/power

- also don't want the board to have more power than the
customers/subscribers

- Q: can the letter of intent be public for non-TS members? Yes, of course.

- Chad describes how Nation of Makers requires membership
representation on the board

Gad

- Sending the letter out ASAP, please respond ASAP

- Go take the survey on what equipment people want in the next shop

Erin

Talking to a foundation that can fund $300-350k for operational
experiences for the next year HOWEVER we're in arrears on our rent at
Bakery Square, amount is secret until it is negotiated down. Back
rent has to be paid before we can get a grant.

Q: How much do we owe on back rent, roughly stated?

- can't say (yet)

Gad

We've renogitated the least to get the costs down and end in
September.

Q: What is the situation for the new organization -- do we have to
assume any of TechShop's debt or do we start from scratch?

Gad: both are possibilities, depends on how we transfer the
location/lease. Staying means taking on debt, leaving means we're
starting from scratch.

Q: does the hard date on the lease make it harder for us to find investors?

(paraphrase: maybe)

Erin

We're making an entitiy separate from TS Corporate that might license
the name/services from TS. We're creating a non-profit that will
partner with a non-profit (funder) that can have a new lease and that
could license from TS or other sources.

S: could the letter of intent also have committments from members
willing to invest more than the base amount?

S: intrest-free loans for members to commit to greater investments?

S: sell investment in the non-profit that can be redeemed later for
membership or other services

S: looking at the "big coalition problem" the members don't have the
sort of power that the investors have. Members need to get the word
out to the press, investors, politicians to show the public support
for the org.

Gad: San Jose crowd sourced their move, use of popularity to raise
money.

- comment: Menlo Park had problems with their move

Gad: if there is a line of sight on a good solution will coporate(?)
support kick in. (missed part of this dialog)

Q: can we get talking points of what to say to journalists?

Gad: don't talk about money

Joel: focus on what we make/do here, not the little details

Q: can we have a "winning startups" list?

Gad: we kinda have that

S: talk about training and all the other things we bring to
Pittsburgh the City Of

Q: action points for next week

- write to people in our network and pitch keeping this community alive

- knock on doors

Gad: we'll do another meeting next week at 7pm

jet
Posts: 32
Joined: Mon Jun 05, 2017 5:58 pm

Re: TechShop open house meetings

Post by jet » Sun Jun 18, 2017 3:04 pm

Asking before next week's meeting, but TS PGH is rumored to be good for another year. Is there any substance to that rumor?

jet
Posts: 32
Joined: Mon Jun 05, 2017 5:58 pm

Re: TechShop open house meetings

Post by jet » Tue Jul 18, 2017 12:52 am

from FB:

TechShop/NextShop update:

It's becoming urgent that we, the members, move forward and form a legal entity so that the city, funding and corporate partners that Gad and Erin have been in talks with can actually put something in writing for our continuance.

To that end, we would like tomorrow's members' meeting to be an opportunity for everyone to talk about the setting up of a 501(c)(3).

If you have skills or experience, or are just interested in this, please come to the shop tomorrow at 7pm. After some background information sharing, it is proposed that we have three break-out conversations so that everyone has a chance to contribute to constructive discussion.

This means the meeting will be about this topic and this topic only - sorry, there is still no news about lifetime memberships :-(

See you there!

jet
Posts: 32
Joined: Mon Jun 05, 2017 5:58 pm

Re: TechShop open house meetings

Post by jet » Wed Jul 26, 2017 5:44 pm

My notes from last night's meeting.


Karen + misc - Mission Statement

Bylaws of two organizations given, showing "primary purpose" as part
of a mission statement.

mission statements of local organizations, pittsburgh filmmakers,
assemble, union project, museum of natural history

we need to have a short mission statement (less than 20 words) that
makes it clear what problem we're trying to solve

[NOTE: Karen has electronic copies of what was passed out in the
meeting, I do not have a copy. --jet]

Stephan - business plan

adopt the existing model then add to it as we need

how do we extend to include education

Q: are we going to be a membership organization or a funded charity?
Are the people who use the space members of a non-profit or customers
of a business?

Intro Eric Davis, lawyer with experience setting up companies.
[disclaimer: Elliott & Davis, PC is my legal firm. Someone else
invited him to come speak about legal formations for new
organizations, which was a grand idea. --jet]

Our options: many different models. Non-profits, owned by communities /
foundations, paired with or owned by non-profits.

Grantors will ask what our path is to sustainability? If we're a
charity/non-profit, how will we build our future on donations and not
trip over all of the nonprofit regs? Ex: scholarships can't go to
children of employees of our charity. There are ~70 questions on the
non-profit tax returns used to remove non-profit status from
institutions.

Benefit Corporations ("b corps") are another institution we should
consider. How do we handle new sets of income as a charity without
them going on our 990s? Easy to create non-profits but hard to stay a
non-profits.

IMPORTANT: 2/3 of non-profits in local counties have lost their status
due to violating non-profit rules. Tax forms changed so it's easier
for the gov't to deauthorize charities who were breaking minor rules.

Impact investing: look at ways to have for-profit subsidiaries, like
winning the UP Prize. So a non-profit owns a for-profit B corp.

IMPORTANT: Non-profits can't make profits and compete with for-profit
businesses. Goodwill can't be a business competitor to Target.

OTOH a B corp could not just make a profit on running the space but
could invest in startups (ex: boxyz) and make profit on that investment.

This gets very, very complicated based on how the money flows. A
volunteer fire department or a social club is a non-profit, but they
might pay a bartender and have a beer fridge where they sell beer to
members at cost. Are they making a profit or covering costs of
running the non-profit?

What happens if we're a non-profit that sells customer goods, do we
compete with I Made It fair? Is that unfair competition by a
non-profit or legit income for a for-profit because we have a B corp
running the shop.

Consider sources of income and how they reflect on our business model:
- foundations donating money
- intellectual property from customers/members
- impact investments
- regulation crowdfunding - people in the community can invest
in the organization. $2k a person buys some tiny percentage of
the organization, they can get a profit share when we make money

Can form a B Corp in 3 days vs months for a non-profit. This would be
a business, not a non-profit, and it wouldn't cross paths with
businesses who don't want to compete with charities.

Hey, let's move to the Babyland building! Use a B corp, 200 investors
at $2,000 each, raise $400K for the move.

Sideline: what about educational income?
TS: half of funding is from outside investors, not paying customers
[employee]: Carnegie education brought in over a million in 18 months
from paying customers, has a waiting list that starts in the Spring.


---------------
SHORT TERM PLAN
---------------

We might have lost a $350K grant because they thought our books showed
a million dollar problem. We need to have an entity that can be seen
as trustworthy and open to donators and investors. Our books need to
be in order and we need to show we can run an organzation not just for
a few months but for a few years.

Karen will be our single point-of-contact with Eric Davis for sample
materials and examples from other organizations.

We need:

1) Name: need a plain English name where we can get the domain name
without qualification words and that can be handled by Siri, ex:
"hellofresh.com" or "IMadeIt". Avoid clever names that are hard to
spell or that require a domain other than .com or .org.

2) Mission statement: 20 words or less, simple, plain, understandable
by anyone. "An orphanage for children whose parents were lost at sea"
not a three paragraph essay on the dangers of ocean travel.

3) Statement of Purporse: this is where the legal magic happens. Look at
given examples.

Find potential EXTERNAL board members to attend meetings and provide feedback.

The steps towards forming a legal body:

1) Find a lawyer with experience (ex: Bayer Center for Nonprofits in
Duquesne) to help us do this to save time and money and not make
mistakes.

2a) form a Penssylvania non-profit corporation, don't use PA PDFs they
have errors. Need 5 board members, officers, articles, name and
statement. Need board members from the community who have
experience and aren't related to TechShop. Hard to change our name
and mission statement after we start this non-profit. ($500 to
file + lawyer fee)

2b) File for tax-emempt status ASAP, IRS form 1023, don't wait for the
27 allowed months. Needs a business plan for 3 years out. Find a
fiscal sponsor or bridge investor to help pay for this.

3) In the near future: Form a benefit corporation (B Corp) with the
previous non-profit as the sole shareholder. If we're going to
sell shares to owners/investors, go with a Delaware corp. $500 in
PA $1100 in Delaware


4) Look for money: Idea Foundary, New Sun Rising, other smaller
agencies are good sources of local money.

jet
Posts: 32
Joined: Mon Jun 05, 2017 5:58 pm

Re: TechShop open house meetings

Post by jet » Wed Aug 02, 2017 6:23 pm

Karen's notes from last night's meeting:


__________________________

Tuesday Update meeting - 8/1/17


Agenda
1. Discussion of name
2. Discussion of Statement of Purpose
3. Vote - Motion: to move forward on forming a PA non-profit


Any Other Business
1) Business Plan working Group
2) Presence at Maker Faire this year

Attending:
Robert Adams, Karen Antonelli, Joe Balough, Sam Blackburn, Chuck Broff,
Miriam Devlin, Phil Garrow, Doeme Gulyas, Joel Johnson, Tom Jolley,
Kathryn Kelly, Olivia Kissel, CW Kreimer, Gad Merrill, Greg Minion, Devin
Montgomery, Joe Newcomer, Carrie Parker, Jeff Peterson, Dante Repko, Mary
Tabasko, Alex Thomson, Bill White, Stephen Zelenko


Meeting began with brief re-cap of the previous meetings and the visit by
Eric Davis, attorney from Elliot-Davis, to last week's meeting. Mr Davis
is the lawyer for at least two TechShop members and is experienced in the
non-profit community in Pittsburgh.


1) A long discussion of the name followed - all the names that had been
put on FB and had attracted likes, plus others suggested at the meeting,
were put on the whiteboard and hashed out. The result of that session was
that we have three front-runners: Toolcommons, Galvanize, and
Commoncapacity. Galvanize had the most votes ion the meeting; however,
galvanize.com is not available so we would have to put something else with
it. As we have a few days before we have to put something on the filing
papers, we are putting it out for members unable to come to the meeting to
contribute and suggest other names if they so wish. Joel Johnson asked for
and the group established some rules for name-finding; it should be:

i) attractive
ii) easy to say
iii) relevant
iv) the .com and .org should be available for low cost
v) voice recognition tools decipherable
vi) Google search should come up with nothing or something that conforms
to iii)


2) Devin Montgomery proposed the following Statement of Purpose: "To serve
the Public Good by providing tools, knowledge, space, and community for
making and innovation." This is a purposely plain-vanilla statement that
conforms to the requirements of being a non-profit. He asked for a vote of
the members, and it was agreed that this should go forward to the filing
stage. As a side note, our Mission Statement can be written and re-written
for use in promoting ourselves; the Statement of Purpose cannot be changed
and so needs to be broad enough to cover anything we may do to fulfill our
mission in years to come but formulated to show our intention to serve the
public good in the limited categories allowed.

3) The motion to form a PA Non-Profit entity was carried. 23 TechShop
members/staff, and 1 visitor attending: 22 for the motion, 1 abstention.
The attorney Eric Davis has offered advice and to help us set up whichever
form of entity the members decide is appropriate. As he is willing to do
the initial filing of the non-profit and, if we wish, the Benefit
Corporation (b-corp), for the consideration of a year's membership in the
new entity and classes - all that being at risk if we fail to keep the
shop open - last week's attending members were generally happy with the
offer. As no other suggestion has been made in the meantime, we lose
nothing by graciously accepting. Karen will now liaise between Eric and
the group to prepare the filing papers.


A.O.B.
1) Members with relevant significant business experience are invited to
contribute to the formulation of the Business Plan. This is a working
group, not a forum for argument, and we are under the gun, time-wise. If
you want to help please let Gad, Stephen or Karen know. (You can PM me
here, if you want.)

2) It was agreed that whatever we are to become, we should have a presence
at the Maker Faire in October. The deadline for the first round of
application was last night and Carrie Parker volunteered to take care of
that. There'll be more opportunity for discussion about our presence at
the Maker Faire at a later date.


If any member has questions or suggestions, please ask.

Whitelyte
Posts: 1
Joined: Fri Aug 04, 2017 1:14 am

Re: TechShop open house meetings

Post by Whitelyte » Fri Aug 04, 2017 5:22 am

To my peers, colleagues and friends at TechShop,
I’m withdrawing my support for forming a PA non-profit at this time and am urging the other members of our working group to re-evaluate our purpose in light of the facts as they now exist.
To summarize, forming a non-profit is a large undertaking (and qualifying as a 501(c) an even larger one) and it is my opinion that it is, at best, pre-mature, nor will it serve the immediate purpose of keeping TechShop open in the short term. We lack a business plan nor a clear idea of what we want to do, other than ‘saving’ TechShop. I suggest our time, talent and treasure would be better spent opening a new maker space or helping to expand an existing one to accommodate our immediate needs.
1. TechShop Pittsburgh will close permanently September 30, 2017.
This is the only official communication from TechShop to its members. Most notably, there has been no offer, nor even suggestion, of a refund of pre-paid memberships. I personally e-mailed Mr. Woods asking about this when the closure was announced, and have never received a reply. I must assume that TechShop does not intend to commit itself to any refund policy, and that no refunds are forthcoming. Likewise, TechShop has made no public statement in support of continuing operations in any form here in Pittsburgh, nor in support of our group.
2. The impetus to form a non-profit was that (unknown) sponsors were willing to donate money or purchase memberships, but were not willing to do so to a commercial entity, but would do so to a non-profit. As we learned a few weeks ago, a major (informal) offer of support was withdrawn, as we have a “million dollar problem” and we have no commitment of any funds from any other source. It was further hoped that if we could attract the significant support we would need, that TechShop at Bakery Square would remain open. As of this date, no non-profit has been formed, and there are no offers of support made to our working group, even pending formation of a non-profit. Even if we instantly formed a non-profit, there is no prospect that anyone would be willing to offer significant support within the few weeks remaining to us, particularly as we have no business plan or any clear goal other than extending the life of the facility at Bakery Square.
3. The operations of TechShop (renting access to equipment (memberships), offering non-accredited classes, retail sales) are commercial operations, and are incompatible with the functions of a non-profit. The general consensus is to form a Benefit Corporation to perform these commercial functions, and the B Corp would be owned by the non-profit. Ordinarily, a well thought out business plan would be in place before registering a business structure like this. Remember, our only reason to form a non-profit was in the hope of attracting donated money (charitable contributions to a tax-exempt) to keep TechShop open, and for forming a B Corp was to operate commercially, and to provide long-term funding for the non-profit. B Corp’s pay taxes. There are no charitable contributions in the pipeline – why hastily form a non-profit if it’s not to our immediate advantage? Forming a B Corp does not require forming a non-profit first. Why form a non-profit at all?
It may be an over simplification, but TechShop has demonstrated that their commercial operations at Bakery Square are not viable, and any money spent to maintain those operations would be money wasted. There is no expectation of breakeven, let alone any profit, regardless of business structure, if TechShop style operations are continued at Bakery Square. The two debilitating factors appear to be static membership levels and high rent. We have no plan to attract additional members, nor have we researched an alternate location, and that’s assuming we would duplicate the TechShop model and had the money to move to a new facility (or even operate the existing one at bakery Square). We’re not ready to form a non-profit nor operate a for profit business. No matter what we do, we don’t have any money, and no plan to get any. We do know that trying to keep TechShop open by any means requires hundreds of thousands of dollars, which we have no prospects of acquiring without a solid business plan that makes it worth someone’s while to invest in us.
4. TechShop has offered to ‘license’ itself to us for $1. This offer appears to be made in Bad Faith, as we have not established any entity, and the offer was made before we had any guidance on setting up a non-profit or B Corp. In the weeks since the offer was made, I have been asking for the details, but to no avail. When Gad was pressed on the issue at our last meeting, his response was to suggest a non-disclosure agreement was needed before this is discussed. Clearly, TechShop is not interested in licensing to our group. This can also be inferred from the announcement that Pittsburgh would be closed as TechShop changed to a licensing business model, but it did not attempt to seek a licensee in Pittsburgh, stating that “TechShop Pittsburgh is not a fit.” Whether or not we personally agree, TechShop may well be making a good business decision and has arrived at a correct analysis of this market, making their subsequent (informal) offer disingenuous at best, as they may think any such effort will fail. They are not co-operating with requests for information, such as actual operating cost figures, nor an inventory of equipment that is supposedly for sale. This impedes any effort we make to develop a business plan or to attract donors that might continue the operations at Bakery Square. My own opinion, for what it’s worth, is that we should develop our own model of what we want in a makerspace and forget about the TechShop model, whatever it actually is. Our group has not done anything to develop the model, and a business plan to implement that model comes after, not before, the model.
5. Our working Group is improperly formed and issues arise because of the ‘vote’ to form a PA non-profit. Several members of the group have arbitrarily assumed control of proceedings, stating that Robert’s Rules of Order would apply, but they clearly do not understand those rules, nor the possible legal ramifications to improper and disorderly proceedings. Remember, we have to bring our A game if we want to be operating in the hundreds of thousands or millions of dollars arena. The following is from the official website (robertsrules.com):
Meeting of a Group That Does Not Yet Have Bylaws: At a meeting of an unorganized body (one with no bylaws; called in parliamentary parlance a “mass meeting”), a parliamentary authority may be adopted by majority vote through a motion such as the following [RONR (11th ed.), p. 15, ll. 32-35; p. 546]:
“Resolved, That the rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern this meeting in all cases to which they are applicable and in which they are not inconsistent with any special rules of order the meeting may adopt.”
a. Acquiescence to a suggestion is not a substitute for a majority vote on a specific resolution, and our group has not formally adopted a parliamentary authority, nor elected officers, nor adopted bylaws. No matter how well intentioned, the meeting was a sham if it proports to be conducted according to rules it has not formally adopted or followed.
b. Karen arbitrarily limited the vote to form a non-profit to persons “having skin in the game”, i.e., all persons with a current membership at TechShop, but then declared the “motion” carried, i.e. a majority of the quorum voted in favor. A quorum would be at least a majority of the membership of the approximately 425 members at TechShop Pittsburgh, or possibly the entire membership at all TechShop locations, since our membership is good at other locations. The ~25 members of our group are not a quorum and cannot conduct business on behalf of the membership of TechShop Pittsburgh or as Agents or Proxys for the non-attending members, nor even for our group. We cannot create authority for ourselves as if a quorum of members with voting rights had approved it when a quorum was not present or a quorum had not previously approved that a smaller number could act. This issue didn’t exist until Karen arbitrarily made up a rule and conducted a vote.
c. Since Gad, the TechShop Manager, has chaired the TechShop Town Hall meetings, at the TechShop facility, and turned the meeting over to Karen, with voting now limited to only current TechShop members and Staff, a reasonable person might assume we are operating under the auspices of TechShop, and we are not an independent group. My understanding, up to this point, was that the meetings were open to everyone to participate in, including non-members of TechShop and the general public. By excluding anyone not having a current membership contract with TechShop, this has taken on the appearance of a negotiation with TechShop for a new membership contract by some of the members, something TechShop is not obligated to do, but is facilitating.
d. This entanglement with TechShop may undermine non-profit and tax exempt status of any organization formed as a result of this ‘vote’ should it ever come into question. Likewise, the lack of orderly proceedings may also undermine that status. Further, suppose we, a small group of current members, form a non-profit, and accept that $1 licensing offer from TechShop? Does that put just us on the hook to then service all of TechShop’s contractual obligations, such as providing services to lifetime members, or are we waiving any rights to recover damages from TechShop if it breaches its current contract to members with pre-paid memberships? Does TechShop shed its responsibilities onto the licensee? Good for them but not for us. I’m not a lawyer, and I’m just speculating, but this restriction to only current TechShop members alters the dynamic of our group and may have legal consequences, even without the license.
e. Karen, in her notes of the last meeting, makes Gad a person to inform if wanting to work on a business plan for our group. Apparently Gad has a supervisory function over our group. This is (to me) an unacceptable conflict of interests. Although we like Gad, he is TechShop management, and should be kept at arm’s length from our operations, or possibly be excluded entirely. We were cautioned not to include TechShop personnel in our organizational structure.
f. From remarks made by Karen and Steven at the last meeting, it appears they have been negotiating for legal services beyond registration of a non-profit and were drafting bylaws with Eric Davis in advance of our last meeting. In my opinion, this is grossly irresponsible and far exceeds any authority they may think they have. It is not in the best interests of the group for them to advance their own agenda that we have not approved of, and intolerably patronizing and condescending to have us ‘vote’ to approve it after the fact. We have been herded into approving a non-profit registration when it is increasingly obvious that this is not going to serve any useful purpose, nor are we prepared to implement any plan of action if we did.
g. The outburst by one of our members at the end of the meeting illustrates what happens when proceedings are conducted arbitrarily, and in support of hidden agendas. While I was initially upset at the members’ conduct, after reflection, I realize he was simply responding to the arbitrary refusal of his offer to contribute important services, and the frustration caused by the condescending and patronizing attitude he was being subjected to, by people that were exercising authority they did not have, in their efforts to arbitrarily control the actions of the group and prevent discussion of issues they did not want to address. He is not alone in being subjected to this behavior. Suffice it to say I also was talked down to and chastised for my attempts to assist our group. It was even suggested I should not have invited Eric Davis or that I would have to pay him myself (even though he did not expect any fee) for coming, since I didn’t clear it with the group beforehand. Apparently I’m on double secret probation.
6. A few words about Eric Davis. I invited him to give our group a presentation on what was required to form a non-profit, after several members of our group started taking off on tangents in an effort to move things along, one of whom even registered a non-profit. As they say, the road to Hell is paved with good intentions. Eric gave a great presentation, and the group moved forward with more confidence, now armed with actual knowledge of what they were doing, rather than the anecdotes and misinformation they were relying on. However, Eric is NOT our legal counsel. His offer to us is only to perform the mechanics of registering whatever type of entity we decide on. I have the impression that some members of our group may think that he ‘advised’ us to form a non-profit and a B Corp. He did not. He only expressed his opinion that this structure was possible due to the mix of charitable and commercial operations we were considering. He also indicated that B Corp’s were relatively new and somewhat of a grey area. Since we do not have any business plan, we should not select a business entity type until we know exactly what we are going to do. Eric’s only job would then be to see to the legal sufficiency of the entity registration, not to pass on the wisdom of what we are doing.
One note on registering a non-profit – there must be at least one “Director”. We haven’t discussed who that should be. In talking with Steven, he seemed to think it would be the attorney (Eric Davis). This is not correct. Eric did not offer to be a Director of our non-profit, and would only be signing documents as an agent (attorney) filing the paperwork.
I’m not suggesting that we abandon the idea of forming an organization to promote the concept of a makerspace that expands on what TechShop was. I just think this horse is dead and we should quit beating it.
Bill White

jet
Posts: 32
Joined: Mon Jun 05, 2017 5:58 pm

Re: TechShop open house meetings

Post by jet » Wed Aug 23, 2017 4:16 am

[my notes of the 22 August meeting. Apologies for mispelling everyone's names, emacs autocorrect is teh s uck --jet]

old business
------------

team formed for protohaven.org [PH]
devon, gad, louise, and erin

-> contact hello@protohaven.org

forming good connections using small, focused teams.

old plan (before last meeting): stay here [Bakery Square] as long as
possible while looking for a new home, raise money via crowdfunding.

current landlord won't "play ball" due to open issues between TS Inc
and the landlord and wouldn't meet with the PH reps

[PH] working with TS Inc would waste time/effort, not worth team's
time to work with TS Inc just to pay the landlord

new plan: new home sooner rather than later. now looking at
different spaces than before, raw buildings are no longer an option.
Need to find something move-in ready this calendar year (2017). These
places are also cheaper per square foot than the big empty spaces.

also changes capitalization plan -- want to be around for a year (12
months) to support annual memberships, so need to raise money for a
new working space.

TS is willing to offset some of the membership towards capital in the
future. Makes it easier to continue supporting members by having
early access to capital. We take assets in trade for supporting
people like "lifetime members" or current annual memberships.
AutoDesk has an equity/lein agreement with TS Inc that has to ok
selling TS Inc selling/trading hardware. [I think it's more
complicated than discussed in the meeting, but basically, TS can't
just offload TS PGH hardware without third party permission. --jet]

Q: What happens to my lifetime membership? If I transfer it to
PH do I lose it at all the other TS Inc locations? Or can TS Inc
be liable for the lifetime and still trade for assets.

A: Devon: Not sure what we can say right now in terms of transfers,
don't think we can trade hardware for a lifetime membership.
Kathryn: TS Inc has a responsibility to handle these accounts
Devon: not all memberships are pre-paid, we need to bring over the
monthly and yearly memberships.

Q: Can we get accountants to put values on membership? Can we get
value of equipment being transfered over to PH? Can we get cost of
supporting the equipment for the budget?

Devon: meeting with lawyer this week and accountants to get these
numbers. Want general agreements on the idea of moving forward ASAP.

Q: Will Walnut Capital take a black-eye if TS PGH closes?
A: not sure, they're in the business of making money.
Devon: TS was pitched as a gym, who parks at a gym for more than 3
hours? WC wants to get paid and maybe PH isn't the right
organization to pay them.
Kathryn: it will look bad for WC if they're making concessions for PH to
stay in this space.

Devon: we need to look for a new space, realtors are looking at
long-term contracts. How can we build long term community assets to
pitch as part of getting a lease? How can we have one plan for one
site and then figure out how much we need?

New space will inherit less of what we have here becaue we've moved --
changing our name and marketing means we really aren't TS PGH. We
won't be TechShop Inc screwing members a second time if we fail [my
interpretation].

Looking at element costs (sq feet, buildout, utilities) that vary by
site. Maybe a longer buildout schedule and grow over time and take on
space as we need it.

Q: how much of the TS Inc model will be followed? Classes for school
kids, etc.
A: Devon: trying to keep what's good that we can do or change for the
better. Increasing storage, private spaces. TS Inc is willing to
license out some of that if it is worth it to us. Includes things
like SBU course materials gives us continuity.
Gad: these are tetris pieces of a business model to make all the cost, space,
and customers fit together.

Q: wrt kickstarter when we can we start producing the content?
A: practical question, need to have the content together and that
requires having the plan move along. If you want to volunteer, use
hello@ to sign up.

C: I've built a site, two things that have to happen: enough HVAC and
enough electricity. Also need enough space for people to work.

Devon: Coworking spaces. 90% of WeWork's space are private offices.
how many people are interested in renting space [many hands raised]
safety rated offices:
- human office space, work allowed, HVAC, networking, electricity
- storage office space, no work allowed, storage only, ex: 1-car
garage to store my art car project
- turn on the space is also important, 1 day, 1 week, 1 month

Q: roughly how much space are we looking for
A: 10k-20k, TS PGH is 16K + back dock
A: looking in the city: parking, public transportation, loading dock
access all issues

TRX: rented tables for project storage

Devon: looking for money everywhere we can. Having to rework our
accounting numbers due to the change in plan, but sources of money
remain consistent. Looking at new sources available once the
non-profit is alive, proposal *requests* have come in from potential
donors.

Q: Can we sublet to people who simply want to rent a training space?
Can we rent a small office per month + a large room per hour?
A: why not

A staged progressive move fixes a lot of our cash flow problems, do
things in smaller pieces and do smaller fundraising elements. Move
core elements then add additional elements as funds are raised.

Q: If this is a non-profit and a community asset it becomes an equity
resource for school education and workforce training. How will the
non-profit status change PH relative to TS PGH?

A: working with Louise and Erin from Prototype on this. Need to start
looking for scholarships and support funding. Need to find
good/reliable funding so we can keep a professional space with high
quality equipment available to students.

Q: equipment availablilty is key to supporting these spaces,
sequestration is one problem, oversubscriptoin of space is also a
problem.

A: answer is going to be based on space and space management.

Q: sweat equity. How can we convert teaching to membership/benefits?
A: exists now, need to continue process but change it for non-profit
A: Gabe: in-house, staff teach SBUs, stop bothering with external teachers
A: office hours
A: master-level classes
Devon: we can use these to generate partnerships with outside entities
to have them teach their certification properties

Q: could it be a real votech program?
A: accredidation is complicated, but can work with public schools who
teach in PH

Olga: these are all good ideas for the long term *after* we have the
space set up.

Q: can we get access to the SBU data, how many SBUs were given for
each tool?
A: yes, probably, but will that info might stay private to the core team

TODO:
- go home and think about the early-on problems
- we need money: membership renewals, sponsor scholarships
- we need membership
- think about what this space means to you and how you want to
support it, including sweat equity.
- meeting next Tuesday, 7pm

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