Board Minutes Jan 2006

January 12, 2006

Bike Kitchen Board Meeting

Present: Cat, Gabe E, Jesse, Josh, Wu

Cat filed our Articles of Incorporation on December 22nd. We are now an official non-profit corporation, but we do not have tax-exempt status. Cat will receive our Employee Identification Number (EIN) this month, and then we can open a bank account in the name of the Bike Kitchen. Cat will meet with the lawyer in February, who will help us fill our tax-exempt forms. After the meeting, we will know more about the timeline for receiving tax-exempt status.

Each person reviewed and signed the Bylaws, which will be put in a corporate book along with all of the minutes. This book has to contain: The articles of incorporation Up-to-date Bylaws Action by unanimous written consent Appointment of directors Minutes of quarterly meetings (Wu will put this together) We also have to keep a Book of Accounts, containing: Adequate and correct books and records as described in the bylaws. (Jesse and Brian are point persons on this issue) Both of these books will be kept at Jesse’s house until the BK moves into a stable space. Also as part of the accounting revisions, Jesse and Brian will create an accounting system for purchasing, petty cash, using the register, etc. When we open a bank account, we have to decide whether to open a non-profit bank account or a business account. Jesse will look into it and let us know what makes more sense.

Josh proposed also creating a corporate ‘ebook’ as well to store all of our documents and minutes electronically. We can use the Bike Kitchen wiki site for this purpose

Cat reviewed the following points of the By-laws: Meeting 1st Tuesday January, April, July, October at 9:30 PST We can make committees (only directors can be on committees) of 2 or more people

We have to file several forms every year. Josh suggests keeping a binder of blank forms along with our corporate books, but Cat noted that these forms change every year.

Wu suggests that the BK should get a yacht. Gabe advises that we push people off the yacht.

Gabe wants to review how we will make decisions (check bylaws—right now decisions are voting by majority or 2/3rd) and Cat wants to know how we will run meetings in the future (follow Robert’s Rules of Order? Or freeform?)

Josh suggests talking about using board meetings to structure different ‘volunteer positions’, or creating a proposal to bring to the mechanics. After discussing and brainstorming, we came up with the following ‘positions’, and recommend 2 people on each of the following:

• Operations/Inventory (orders, tools, donations, etc)
• Accounting
• Programs (classes, welding, youth, mechanic development)
• Volunteers (EAB, Work nights, Cleanliness)
• Paperwork (membership, sign-in sheets, EAB forms)
• Fundraising (1 person)

Gabe and Cat suggest calling a mechanics meeting for Monday, Jan 23rd.

What should be discussed at a Board Mtg, and what at a Mechanics Mtg? Jesse says that we are an interim board, and one responsibility is to recruit a larger, diverse, and more experienced board. Another job is to find a new space and to focus on fundraising. Also to determine the general direction of the organization (become a retail shop)

The responsibilities of the mechanics, to be discussed at mechanics meetings are:

• daily operating procedures
• program development (along with the board)

Both board and mechanics are responsible for ensuring that we achieve our mission.

We had another short discussion about finding a new space, and whether Cat will continue to head that large and imposing task. Since she has the most experience, she will continue to help out, but she is feeling frustrated and is looking for more support from others. Someone suggested trying to get the support of the Board of Supervisors and bringing the BK space to the public forum that is City Hall. Josh will call Nicole Derse for Supe Mirkarimi contact.