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 Post subject: Re: Draft Bylaws
PostPosted: Mon Apr 27, 2009 11:12 am 
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note that we have ONLY defined general members, and not addressed other sorts of shop use.

this is an organizational document for the purposes of creating individual ~shareholders in a co-op and protecting their interests. this is NOT the be all and end all of how membership and misc fees will be structured, it's simply how you get to join, that you can vote, and that you agree to the code of conduct.

*all* that that clause says is that if you are just a simple shareholder, you can't use the products of the shop as your primary source of income. you can still sell the occasional item, but if you're going to use it for work, other arrangements need to be made. we did NOT specify AT ALL what those would be in the document, nor, imho should we. someone doing small pcb kit production will have a very different impact on the community space than someone making giant metal lawn art, and their different needs (chemicals vs space vs different tool needs vs teaching opportunities) would need to be taken into specific account in providing them access to the space *which i think we should* however NOT to the detriment or on the backs of casual members.

i don't think we want another thread, that'll have folks looking at 2 related threads.

orion: that's a simple matter of accounting software, doesn't need to be in the by-laws and becomes a big headache for folks joining (you can only join on the 15th of the month??) you can take $ in but not apply it until x day, for the purposes of monthly budgeting, which if you're doing multiple month discounts you want to do anyway (i.e. pay 10 months for a year, you drop in 5/6 of a monthly dues cash into each month at the first of the month, each month, but they joined on the 12th, so you don't count the cash until the next month, but their membership expires on the 12th a year later, there's just $ in for that entire month) day to day accounting is one thing, month by month another, and annual a whole 'nother. we *will* need an accountant to manage things, even if only as a quarterly review.


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 Post subject: Re: Draft Bylaws
PostPosted: Tue Apr 28, 2009 8:18 pm 
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So for example over at NYC resistor they are working on the Rep Rap, which is sold to the general public, I am not sure if they are making profit off of it but lets say they are, and they are using the laser cutter, and other equipment to fabricate the parts. Under this law, I don't think they would be able to operate.

I have several other examples from my tech shop, and othere hackerspace vistis where people are using the shop for personal gain (creating products) I think this is a great thing and I personally would really like to do the same at Twin Cities Maker.

I think this will severely stifle the progress and atmosphere of Twin Cities Maker and I think it should be re-evaluated.


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 Post subject: Re: Draft Bylaws
PostPosted: Tue Apr 28, 2009 11:24 pm 
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Paul, come on. This has been explained. The language is intended to prevent abuse.

Per our mission statement, we're a Twin-Cities-based community to make, share, and learn. We're aiming to be a not-for-profit group, then officially Nonprofit. We can be an incubator for artists, entrepreneurs, craftsmen, etc. We can't be a full-on 24/7 production shop, unless some unlikely opportunity falls into our laps which is so fantastically profitable that we'd be stupid NOT to give up nonprofit status. By the bye, that would also undermine the original intent of Twin Cities Maker, its mission statement, and the community. So, we could always change our collective minds later on, but then the group would need to agree to it.

Yes, we want General Members to use the workshop, and sure, they can do it for personal gain... until they "graduate" to the next level, and then we'd work something out with them. Compare this idea to the difference in software licensing agreements & pricing. Lots of anti-virus software is free for home use, but if you want to install it on 40 PCs in your sales headquarters, then you have to pay the corporate rate (or else you're stealing). So if you want to use our community workshop to run your full-time private business out of, we'll need to work out some kind of proportionate pricing for your enhanced shop use. Also, we'll need to set up a schedule. And we'll need to get this in properly in writing, with actual legalese.

Yes, we'll sell stuff. I'm envisioning both a brick-and-mortar workshop store, and also an online store, maybe on Etsy, maybe our own homebrew Joomla site with PayPal-enabled shopping cart. The bulk of the proceeds from the sale of an item would go to its Maker, but we'd take some appropriate percentage as well.

Yes, we'll clarify all this later on. We'll work out a fee schedule for workshop use by members, separate from the bylaws. For the moment, since we don't have a workshop yet, the primary reason for the bylaws' existence is to allow us to apply for incorporation as an LLC; they're part of the required organizational documents. The state of Minnesota isn't concerned about the distinction between General Members and Business Members; that can be in the packet of papers that new members agree to & sign, along with a liability waiver.

Don't worry, we'll have both cart and horse soon enough, as long as we keep working at this.

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 Post subject: Re: Draft Bylaws
PostPosted: Fri May 01, 2009 4:11 pm 
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Quote:
Section 5. General Members are not permitted to use the shop for significant personal gain.


perhaps we should rewrite this and further define what "significant" personal gain means. I would like it removed, I think significant personal gain should be a goal, but I understand the concern of the shop turning in to somebodies personal fabrication studio, this is what I think we are trying to stop, is that correct?

if that is so, I would motion to change Section 5. to:

General members are not permitted to use the shop for a personal business that makes excessive use of equipment without compensating the shop for the used equipment.

I would really like to see our shop as a incubator, a design center, a place for businesses to spring from. I foresee small businesses starting out at TCM and then out grows the space and gets their own, then turns around an helps TCM grow in the future.


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 Post subject: Re: Draft Bylaws
PostPosted: Fri May 01, 2009 4:25 pm 
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I think I prefer the ambiguity, it allows us more breadth so it can be further granulated once we have a bit more grasp over what our shop can handle.


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 Post subject: Re: Draft Bylaws
PostPosted: Fri May 01, 2009 4:31 pm 
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paulsobczak wrote:
General members are not permitted to use the shop for a personal business that makes excessive use of equipment without compensating the shop for the used equipment.


this get's *far* too specific and limiting and also does not address use as a consultant. the phrasing we currently have is very broad, and (i repeat myself yet again) does NOT preclude any such arrangement as you've alluded to there. please, read the *text* for intent, and do not read into it anything more. with the current verbage we are *very* flexible on how we define "significant" and we intentionally chose to NOT define it within the bylaws, for the concerns you've voiced, although we discussed several options.

paulsobczak wrote:
I would really like to see our shop as a incubator, a design center, a place for businesses to spring from. I foresee small businesses starting out at TCM and then out grows the space and gets their own, then turns around an helps TCM grow in the future.


agreed. i believe that the majority of our members will be causal hobbyists though rather than entrepreneurs. imho we *really* want to support business incubation, however that is *not* what we've stated our mission to be. we're trying to form a community, not a business incubator, however a key way to help our community grow and become more vibrant is to incubate concepts to fruition, and to collaborate with existing and future businesses, artists, and orginizations that have similar goals to us.

you're not saying anything new, and not addressing the points we've brought up. if you can explain directly how that phrase would prohibit anything, please do. this was one of the only things that got a lot of discussion at the draft meeting, and we came to unanimous consent that this would NOT prevent commercial use of the facility by a member, however would allow us to place tbd limits on it to prevent abuse.


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 Post subject: Re: Draft Bylaws
PostPosted: Fri May 01, 2009 4:45 pm 
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Guys, ease up a bit. Some of this may already be moot.

The more I read about setting up a nonprofit (which is a state construct) and getting tax-exempt status (which is federal), the more it looks like we might be coming up against the reason TechShop is NOT a not-for-profit enterprise.

I really like the idea of being an incubator shop for all kinds of stuff. I'd like to be the go-to workshop for the artists that use Springboard for the Arts. BUT... take a look at subdivision 2 here in the MN 2008 statutes. I'll paste it here, slightly tightened up:

A nonprofit limited liability company may not:
    (1) be formed for a purpose involving pecuniary gain to its members, other than to members that are nonprofit organizations or subdivisions, units, or agencies of the United States or a state or local government; or
    (2) pay dividends, make distributions, or pay other pecuniary remuneration, directly or indirectly, to its members, other than to members that are nonprofit organizations or subdivisions, units, or agencies of the United States or a state or local government.


Obviously this is non-lay-English legal garble, but what I get from that is, individual members can't get paid. Money could be passed to Studio Bricolage from Leonardo's Basement with no trouble, since the former is a subdivision of the latter, and a not a person. But those words, in my mind, say "Nonprofit means nonprofit."

So, I think we need to speak with somebody legal who's thoroughly versed in not-for-profit law as soon as possible, because guys, if I can't ever get paid doing all this, I'm very sorry, that's a deal-breaker & I need to say "so long" and refocus my efforts into finding a job. (Or else I do this until TCM is ready to hire somebody for some position, like Workshop Manager, then I give up my membership & apply for that.)

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 Post subject: Re: Draft Bylaws
PostPosted: Fri May 01, 2009 4:51 pm 
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metis wrote:
paulsobczak wrote:
General members are not permitted to use the shop for a personal business that makes excessive use of equipment without compensating the shop for the used equipment.


this get's *far* too specific and limiting and also does not address use as a consultant. the phrasing we currently have is very broad, and (i repeat myself yet again) does NOT preclude any such arrangement as you've alluded to there. please, read the *text* for intent, and do not read into it anything more. with the current verbage we are *very* flexible on how we define "significant" and we intentionally chose to NOT define it within the bylaws, for the concerns you've voiced, although we discussed several options.

paulsobczak wrote:
I would really like to see our shop as a incubator, a design center, a place for businesses to spring from. I foresee small businesses starting out at TCM and then out grows the space and gets their own, then turns around an helps TCM grow in the future.


agreed. i believe that the majority of our members will be causal hobbyists though rather than entrepreneurs. imho we *really* want to support business incubation, however that is *not* what we've stated our mission to be. we're trying to form a community, not a business incubator, however a key way to help our community grow and become more vibrant is to incubate concepts to fruition, and to collaborate with existing and future businesses, artists, and orginizations that have similar goals to us.

you're not saying anything new, and not addressing the points we've brought up. if you can explain directly how that phrase would prohibit anything, please do. this was one of the only things that got a lot of discussion at the draft meeting, and we came to unanimous consent that this would NOT prevent commercial use of the facility by a member, however would allow us to place tbd limits on it to prevent abuse.



I think the vagueness is what I have a problem with, to me it does not get to the heart of the matter, people over using the space or exploiting it. Using the phrase "significant personal gains" makes it feel like that could be used to kick someone out of the group for making things in the space.

where do we draw the line, at what point would we consider a person exploiting the shop? If we can define that, I suggest using that instead.

If we want the phrase to be vague then I suggest just removing it.


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 Post subject: Re: Draft Bylaws
PostPosted: Fri May 01, 2009 4:56 pm 
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Quote:
What is pecuniary gain? No definition is provided in the Act, but for our purposes we can say that pecuniary gain is making a profit with the intention of passing this profit on to some or all of the members of the society. If the society itself retains the profit, this is acceptable. The Act sets out some situations that at first look as though they may breach the rule against pecuniary gain, but are in fact allowed.


You can get paid, it a non-profit, not a volunteer organization. So you can't distribute profits to members, but you can pay them for their efforts. That means profit sharing cannot exist for a non-profit.


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 Post subject: Re: Draft Bylaws
PostPosted: Fri May 01, 2009 5:02 pm 
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well, frankly right there is an argument to include it.

NFPs can have employees, once we actually start to have enough cash to consider hiring someone for a paid position then we can cross that bridge. I know an number of persons who work for them, and get paid, and are members of their boards.

we may *not* actually be able to be a full on 501c3(or whatever section) depending on how we get things sorted, but a business incubator is outside of that pervue. now, we may NOT end up wanting to be a 501c3, however i believe that we don't want to do anything that would prevent us from heading in that direction at this point.

just getting to llc status will be give us the place to jump off from in terms of actually dealing with the rest of these issues.


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