November 13, 2018

No Comments Board Meeting Agendas & Minutes

Present: Megan, Anna, Garth, Stephen, Eryn, Pleasure, Annie, Dusty

Absent: None

Staff: Charity, April, Amie

Start: 5:58pm.

Rules of Meeting:

  • Reports
  • Election outline
  • Nominations
  • Public comment at the end

Introduction of Board & Staff: Garth

Board Motions:

Amendment to Article VII, Executions of instruments, deposits and funds. When the rainy day or surplus fund is re-established, in order for the board to distribute those funds would require approval from membership via vote at a public meeting.

Dusty motions. Bruce seconds. All in favor.

Reports & Plans for the coming year:

President’s Report: Megan

Thank you for being here and believing in us, we wouldn’t be here without you. This time last year, looking at a steep debt, not sure if we’d be here this year. Uncertainty about SAMF and ROTR. Here we are with a much reduced staff but still moving forward. What we’re looking at right now moving forward is finding a way to make everybody happy. We don’t want to declare bankruptcy or lose the hall – but we may have to take out a loan. We’re exploring our options at this point. We have every intention of doing Summer Arts next year. What would our community do without it? Integral to our community. This board is committed to seeing the Mateel continue- what does that look like? We’re flexible in what we look like and how we shape ourselves looking forward. So grateful to those who have helped up staying this place. Every day is a new challenge and a new struggle.

Treasurer’s Report: Eryn

Working on projections for 2019, some hope of obtaining a low interest loan.

            If we’re to keep the hall open for events – one of our few income streams are the concerts.

            Part-time, employing 4-5 people to stay operational, which is where we’ve been for a while – part time caretaker, rented the cabin, currently rent the kitchen to Codi.

Saddled with mandated audits. Had to do 3 audits in the span of 5 months. December, March and May, and that was to keep our charitable organization standing. Could not continue without doing it. $10K each to complete those audits—as we were on the brink of producing SAMF.

Had to decide as a board if we could afford to put it on. Decided unanimously to plunge in with both feet. A big part of this was sponsorship money, so thank you to our many business sponsors, and our former sponsorship coordinator, Tanya Malley. That made it possible. Vendor booth money as well. Advance sales for tickets, deep discount especially to members. And then we were short about 40k because we were also paying down debt with vendors so that we could produce the festival. No one wanted to get more in debt. Had to work out deals with folks.

Also were working on the ROTR deal with High Times, personally put in a lot of time. Signed the deal with High Times, I believe in May, part of that signing was $75K, were able to re-work our deal with the Arthur family – thank you –  still left us owing $45K to them. Spent the HT money instantly. We were wired the money, and we immediately paid the Arthurs, and used the rest to produce the SAMF.

SAMF is the shining star in all of this. Our goal was to cut the budget but still try to produce the same event. We were able to do that. As you know, the economy is down, so attendance was down. We made, on paper, $150K. That brave decision by the board for us to go all in, really kept us afloat. We were also able to take care of a lot of debt at the same time. Really proud of that.

Speaking of paying down debt, we have paid down $190K in debt, which is amazing. Very proud of that too.

Next audit is due January 15th, cutting us a deal – $9K. But then, we’re done. No longer over that level of income that triggers the audits.

Paying down the debt doesn’t take the sting out of still owing the staggering $620K of debt. Finance committee primarily Stephen myself and Amie, have been working out our projections to see if we can secure a loan to take care of some of the more pressing debt – we owe $63K plus penalties to the IRS. Have not been able to address that so far.

Sometimes they government comes knocking – State of CA EDD levied our account twice for $23K. They hit us for $8K, were working on a payment plan, they hit us again for $15K more. The up side is, they’re almost paid off. Would have rather seen that money go to a local company, but the state took it. The IRS is maybe not as aggressive, but if they hit us with a lien, we’re in deep trouble.

Obviously the board has some big decisions to make, if we can secure a loan, it will be put to a   quorum of the members to decide if we will encumber the building – that is in our bylaws; we will not encumber this building without a vote from a membership quorum: 5% of the membership must be present. If that day comes, we need folks to vote. We’d like the majority, if we could.

Gallows humor: we’re the Titanic, and the debt is the iceberg. As we go on, the Chief Engineer informs the Captain, it is a mathematical certainty that we will sink. I feel like we’re kind of on the brink of that certainty. It’s becoming untenable to be able to generate enough money to come up with our monthly nut. No one wants us to sink, of course, but even in the debt-deferred situation that we’re in – I want to acknowledge the loans that private people have given us – the bridge loans – approximately $150K. Thank you to those folks. People do take mercy on us, and local companies have been very patient and understanding but that doesn’t change the fact that we do owe them.

With the board ever-tightening our belt, we still need to come up with $13K per month. This is with skeleton staff, insurance – those are our two biggest expenses. To be a functional hall, we are a community center after all, and to be able to rent the hall for local events and concerts, we need to come up with that monthly amount.

This is difficult, as most of our income is for-profit music productions, most if not all have been co-promotes. We had 5 in September. None currently on the books, some dates held in February and beyond. We average $5K gross for a good show with the bar and some of the door. Could be more than that, a big artist could be $15K, depending on the situation.

In conclusion it’s been an honor to serve with this board and staff. Know in your heart of hearts that we’re doing all we can to keep the center from closing and I would just like to remind you all the board serves in a volunteer position, we do this out of care, and we’re keeping the hope alive.

Building Report: Bruce

Pretty laid back as far as doing projects.

Fixed the cabin up for cheap. Rented it out. Took a lot of my time the last month. There’s a few things around the hall but we don’t have money to spend. Would be great if people would come and volunteer. Need sweeping outside. Leaves, acorns, etc. Every few days. Hole in the wall over there we’re going to fix.

One project at the Arthur’s. Some winterizing/organizing that needs to be done. Volunteerism has been low. This week, Thursday, down to Mark’s, 1:30pm, after lunch. Bring food if you want. Meet for 4 hours and clean the place up before dark.

Latrine keeps plugging up but I figured out how to fix that. Things are doing okay, but we’re getting by. We’ve made a big investment in this hall. It’s not too bad of shape.

We’ll be doing more regular asks for support on the radio.

Membership & Fundraising: Megan

~400 members. Last year we were in the 475 range. Winter Arts is coming up, we catch a lot of renewals there.  66 family members. Lifetime members: ?

It’s been difficult to find the right motivation and right message when doing a fundraising or membership event. It’s something that we’re working toward and we want to see more of our focus spent on. Steveux has offered to fund a fundraising/PR person.

Speaks volumes that our membership didn’t run away – thank you for your continued support this year.

Election: Garth

  • 3 seats up for reelection.
  • This is the time to nominate people for election.
  • Any member can nominate someone from the community, they do not have to be present.
  • Have had to have had a one year membership in the books already.
  • We’ll contact people by next week to confirm if they want to run.
  • Will collect candidacy statements.
  • Ballots sent out first week of December, due back by December 31st.

Nominations for Board seats:

Note: office will need to confirm that nominees are or have been Mateel members.

  • Babette Bach
  • Holly Carter
  • Richard Murray
  • Nate Miller
  • Steve
  • Darryl Cherney
  • Kevin Jodrey
  • Johnny Diem
  • Rio Anderson
  • Trent Sanders
  • Paul Lefevere
  • Nicky Murray
  • Justin Cogswell
  • Tyrell Messenger
  • Sunny Mattole
  • Lonny Whitlow
  • Wendy Kornberg
  • Sue Moloney
  • Erin Gienger
  • Christy Watson
  • Erin & Ramona Provisor
  • Liz Reece
  • Celeste Penny
  • Chrissy Mooney
  • Terri Klemetson
  • Kerry Reynolds
  • Karen Wagner
  • Shiloh Baker
  • Frances – was a nominee last year
  • Johnny Casali
  • Leeann Gribi
  • Chris Brennan
  • Marcy Ebert
  • John Bruno
  • Alyssa De Leon
  • Summer Young
  • Amy Torres
  • Alicia Goodrich
  • Amy Accuri
  • Ashley Wilma
  • Josh Sweet
  • Kelley Lincoln
  • Patrick Cleary
  • Shon Wellborn
  • Adona White
  • Allison Provisor
  • Doug Bryan
  • Jacob Shafer
  • Andrew Van Nort
  • Katie Carlson
  • Tiffane Chavez
  • Daymora Beecham
  • Alonso Formosa
  • Kim Nelson
  • Agnes Patak
  • Andrew Burnett
  • Scott Kender
  • Michael McKaskle
  • Sonia Baur – volunteers for the finance committee, but doesn’t want to run for the board
  • David Formosa
  • David Katz
  • Aurora Studebaker
  • John Bustamante
  • Daniel Lawrence
  • Dan White
  • Laura Casali
  • Evan Needham
  • Tom Yamamoto

Community Input/Public Comment:

Debt/IRS problem: advertisements that help you negotiate with the IRS.

Seen them, but you have to pay them. Is it a scam? Who knows. May not apply to us, as a non-profit.

Sonia: last year at this time I was at this meeting. I suggested we take a loan out. Patrick Cleary of the HAF approached the Mateel and arranged to get somebody to look over the finances. Suggested something through RREDC? Interest rates have risen since then. We have to do it, there really isn’t any choice. $13K/mo, from SAMF and WAF, you get a couple hundred K, would cover your nut and interest payments. That might be a plan that can be used as your business plan for the loan application. Amie is well-versed in all of the things you need. I sincerely mean I would like to be on the finance committee to really help.

Board response: Stephen has been working a lot on the loan documents. That is our intention to explore that option further. Going through the process that they’re recommending. If it doesn’t work out, we’ll possibly take that application to other institutions.

Bob: Can non-profits declare bankruptcy? Have you considered that.

Board response: They make us levy our only asset. Our debtors would only get a fraction of what we owe them. They’re local businesses, and we’d hate to do that to them. They’ve been so find in working with us, we’d hate for them to get a fraction of the money we owe, and lose the building. 

Would be better to: The property would be sold, and the money would be used to pay off the debtors.

Kelley: There are many chapters of bankruptcy. Is the Mateel eligible for reorganization.

Dusty: If we do, we will lose the building. Hinges on the appraisal. Will we get the value that we think it’s worth?

Could perhaps buy it back after filing bankruptcy?

Are you sure in Chapter 11 that that is true?

Chapter 8 – go in front of a judge. Most people throw you into Chapter 8 which is liquidation.

A lot would depend on the market.

Are you dealing with an institution that would not want to foreclose on the building.

RRDC packages loans – acts as the servicer. Combination of loans from different entities.

The hoops that you need to jump through for HAF or RRDC are much higher than for a bank.

We’re trying first to work with these local organizations.

Sonia: Headwaters Fund isn’t very risk-adverse.

Bruce: Darryl has another alternative.

Darryl: Always look for the obvious. Tend to agree with Eryn on the Titanic scenario. If you had to bet, you’d bet against this place surviving. Not saying miracles can’t happen. This community is a miracle. The county is looking to buy a campus down here and a Veteran’s hall. I know what they did/didn’t do/neglect at the Veterans’ Hall in Garberville. They bid and lost to the Healthcare District for 1.1 million for the old Osprey buildling. If we sold it to the County, and turned it into a Veterna’s hall, you’d maintain the ability to have concerts here, you’d have the opportunity to have some deep pickets that is actively looking for a location or two in this area. Want to propose to the board as something to strongly consider.

Talked to Estelle Fennell about this in person twice. She was open to the idea. This is an opportunity to keep the hall in local hands – theoretically the county is we the people. That said, to approach Estelle and also possibly see if we can get a volunteer appraiser? Start a very light conversation with the supervisors to see if there’s interest in this. Tend to agree with Dusty about the surmised value of the building (~800K).

Take out a loan, $650K to pay all the debts. 50/50 chance you’ll be able to pay off the loan. Then whoever seizes the building. If you sell it to the county, you’ll have leftover money to start again.

Stephen: we need people to help us out! What needs to be done to make this a possibility?

Darryl would be willing to talk to Estelle more with the board’s approval to talk to her further.

Would be nice to be able to present several options to the membership.

Qualified broker’s opinion – might be enough. Appraisals are expensive.

If the building was sold – partnership with the park? Take what’s leftover and build a new building down there? Retain ownership of ROTR and SAMF.

How much is owed to IRS: 63K. EDD: 3K. Sales tax: 15K.

Has the board looked at a loan that’s much less – $120-150K?

We’ve considered that. Like to see some of the local community members paid. $300K would really get us out from under the yoke of the most pressing debt.

Have you looked at what your annual payment on that would be?

If you made $150K off of SAMF…?

Spent that on debt.

Using a festival income as an income stream isn’t what they want? They’re a “Crapshoot.” They like tangible monthly income. Renting the cabin, kitchen, maybe office, parking lot, etc. Solid income. THat’s what we’re banking on. If we can kick this down the road a few years, when the price of cannabis becomes stable. If we can make it a few years, and the county can figure things out, and canna tourism becomes a thing, we can do it. The hope is to stay relevant and be what the community wants.

Yes, you can get income, and then yes we do make money on SAMF, and we can pay down a large chunk without penalties. Don’t want to count on that, however. Need a long, slow loan.

The SAMF is a less risky festival than others, yes, but.

It also takes a good amount of money to produce that festival. In the state we’re in right now, are we even in a state to do it? We need partners.

Why no concerts?

No rentals. Still some events. Dell’Arte.

Nightly rental – if someone wanted to do a rental for a movie or something? On the website.

Those events are still possible! We just had a wedding recently.

About two months ago, there was a call for ideas for different kinds of things. It’s been about 2 or 3 months now. Looking at renting the cabin, renting all the other things. In two months, these are the ideas? Or have you come up with other programs or concepts?

We’re still researching grants for after-school programs and things like that. Summer Young wants to do the Summer program next summer again. Looking at doing other things for youth in this space.

Phase II – music rooms, more rooms to rent, etc.

High Times:

At our last meeting, we mentioned that HT hadn’t reimbursed us. They’ve now paid: $17K. They have not yet paid the Arthurs. We are still in communication with them and won’t let it go. School District has also not yet been paid. We have full confidence they will pay.

Burner: Do you feel confident in them?

I have some trepidation, and yes, I do feel they have devalued the Festival a bit. I wish they’d paid us some more attention. We warned them. They lost a lot of money. They’ve assured us they want to change the trajectory. Maybe cannabis sales. Don’t have 100% confidence or faith in them.

Darryl: Is there a set of circumstances where they can end their partnership. They can let us know by December 31st if they don’t want to produce it the following year, if it was underperforming. Asked them several days ago if they plan on producing in 2019. Need to pay debt. Need to produce a wrap up report for the county. Said they would pay and work on a wrap up report. Taking that as a yes.

What if they don’t pay the debts? They would be in breach. They are in breach right now. We could end the contract right now. We have a separate agreement with the Arthurs, supersedes them. Probably would be a lawsuit.

Is there a consequence for them to not produce it, of ending the contract. Ex: paying the Arthurs another year, etc.

Is there a backup plan? If they don’t produce? Yes. Can’t comment on that yet.

Our contract with HT says we don’t pay for anything. We fronted them certain costs for this year, and that’s what the 17K was for. They were behind on the production timeline. It was in our best interest to pay at that time. But our contract outlines zero risk. We supply the infrastructure.

Mark: Does HT still know that they owe me for PG&E? ~$200.

Eryn: That may have slipped through the cracks. We’ll pay you tomorrow.

Dusty: If Reggae is successful, what do we get? We get a percentage of net. The turn in the tide is legalization. We’re looking for them to develop the legal cannabis aspect of the event. Northern Nights will now be the Emerald Cup. HT is competitive when it comes to cannabis cups. Piercy is staged to become a major fight in cannabis income. HT loves the word Humboldt. It’s marketing gold.

Over and above net profit, there is income possibilities – not huge, but. We ran the general store, and made money in several locations.

Board is in a difficult position when dealing with capitalists and promoters. Sometimes things have to stay confidential.

Has anyone looked into potential donors that might be out there like foundations and individuals? That might be worth investigating if anyone has the time.

Steveux: Talked to Steve Dazey – fundraising was a full-time job and had a daily goal of 5K.

Kelley: Word slowly got back to me about how abysmally someone handled my job for performer check-in. Find someone to meet the dancers and the prayer/morning circle people. I wonder if anyone has called them and apologized.

The other thing is I’m surprised to see that there’s no report out from the board about your two generational meetings.

What are the results from the Generational Gathering and Heal the Mateel meetings?

Anna will ask Goran to post notes from those meetings on the website.

Question from Lauren Schmitt. Has anyone approached the Mateel? Yes, we were the only org. still willing to do it. Peg is going to keep us informed.

Last Sunday, there was a memorial for Sue Crellin here. Justin’s wife passed away. There were memorial donations made, ~$6K to the Mateel. Thank you.

Thank you for coming and showing your support and showing us our blind spots.

Vendor app deadline is in two days.

Radio show tomorrow 7-8pm on KMUD.

December 13th candidate forum 5-6pm on KMUD.

End 7:57pm.