Greetings, board, membership, and community. I am writing to explain my interpretation of the situation of the sublease between SYNHAK, Inc and Something New Entertainment, LLC in the space. With the legal assistance and advice of the lawyer Kevin Davis, Esq. I have conducted an analysis of all possible realities that this contract exists in and can confidently state that we do not live in any of them.
= Authority = First, I will address the issue of the authority used to cause SYNHAK, Inc to enter into such an agreement. == Board Authority == Devin Wolfe used his authority as Board Member to cause SYNHAK to enter into this agreement. According to precedent, a full board vote is required for a single board member to sign any such contract. This is evidenced by the fact that Devin signed the lease for 48 South Summit after a meeting in december authorized him to do so, and that I (Torrie Fischer, Champion at the time) was given the same authority to sign the lease at 21 West North. An official board meeting has not occurred between then and the first posting of this contract to the [email protected] list. Section 6.4.2 of the SYNHAK bylaws state that notice of any special or annual board meeting must be communicated to the membership and the board at least five days in advance. Additionally, annual meetings may not exclude any member of the corporation who is in good standing. If an official board meeting had occurred to approve this lease, I have not been notified about it in my capacities as a Member or Champion. As such, there was no board vote to delegate the authority to Devin to sign this lease. == Membership Proposal == During the meeting on March 4th, 2014, it was argued that there was a proposal made about this lease. From the minutes: Justin: Had proposed the lease. The only mention of these racks in previous meeting minutes was on January 14th, 2014: https://synhak.org/wiki/Meetings/2014-1-14 In it, Justin had brought up the racks during the discussion topics phase: Justin - Have a storage unit that's rented out. Surplus of space, 250 sqft. Want to replace it, by renting 250 sqft space at the new space. Industrial pallet racking, 40' x 3' for $100 a month for 6 months. Instant do not hack, if you mess with it you're up for ban. Needs to get through garage door. Bringing 60' pallet racking 10'L x 3'D x 6' H According to consensus, proposals are only valid if they are documented in some way, such as showing up in the proposals section of a meeting. There is no mention of racking in any meeting since. As such, the membership had not explicitly granted anyone the authority to cause SYNHAK to enter into any such lease. = Transparency = As demonstrated, at no point in time did Devin have the explicit authority to cause SYNHAK to enter into a lease with Something New Entertainment. However, SYNHAK does have other mechanisms for managing the activites of the corporation, such as do-ocracy and consensus. Transparency is required in order for do-ocracy and consensus to be valid decision making processes. I will address the issue that there was no such transparency. == Open Discussion == An argument was made that open discussion had happened. This is false. On November 15, 2011, it was consensed that we follow the apache foundation rule of "If it didn't happen on the mailing list, it didn't happen.". This is evidenced by the initial edit to the Mailing Lists page on the wiki: https://synhak.org/w/index.php?title=Mailing_Lists&oldid=415h At no point in the page's history did it vanish. It has been consensus since our founding that the mailing list is the definitive source of activities, which is the reason for sending a copy of the weekly minutes to [email protected] and the recently passed proposal that requires exact wording of proposals to be sent to [email protected]. There is no evidence of an open discussion about these racks and the sublease. An informal conversation at a restaurant is not an open discussion. == In service to and with guidance of the community of participants == Section 3.3 of the SYNHAK bylaws, titled "Limitation on Activities" states: The activities of the Corporation shall be performed in service to and with guidance of the community of participants. If this sublease was signed with provable authority, the activity of subleasing was not performed with the guidance of the community. I and others have raised several concerns about this lease, with the first documentation happening on bizops@ on February 6th, 2014: https://synhak.org/pipermail/bizops/2014-February/000068.html This was also the first time that the actual wording of the lease had been presented to the community outside of Devin or Justin. A member of the SYNHAK community of participants had raised an issue and Devin had not acknowledged it in any way. This activity was not performed with the guidance of the community. Section 3.3 also raises the question of whether or not this activity is being executed in service of the community. One could certainly argue that an extra $100/month services the community, but that must be weighed against the cost of sacrificing 10% of our most valuable asset, open floor space. One can easily argue that having open space provides the potential to bring in more than three dues-paying members, which is $105/month. = The Champions's Authority = If Devin had the provable authority to sign this contract on behalf of SYNHAK, Inc, and the community wishes to consider the above a form of consent, this sublease fundamentally changes the organization's function. == Time Warner Cable == A concern has been previously raised regarding the authority of Champions to sign leases. Section 7.7.1 of the SYNHAK bylaws reads: The Champions of this Corporation shall be the general managers of the corporation Signing a contract with Time Warner Cable, or the more recent waste management contract with Republic Services perform functions that are essential to our day to day operations. Without internet and trash removal, there would be significant impediments to the operation of our facilities. This sublease can not be reasonably considered a part of our day to day operations. It changes the corporation's only physical space in a fundamental way. = Personal Commitment to SYNHAK = I really don't like to say this. I wish I didn't have to, as it is a hat I actively refuse to wear. I dreamed up SYNHAK. I came up with the idea and posted about it on July 13th, 2011. https://plus.google.com/+TorrieFischer/posts/JgCkY2GQijT What I imagined was a community not unlike Noisebridge. I had first visited Noisebridge on April 5th, 2011 as part of Camp KDE. What I saw was a real mind-opener. It was an anarchistic environment open to the public. Anyone could come in and use the space for what they saw fit, as long as everyone else agreed it was Excellent. Rules and policies were few and decentralized. Noisebridge was a tiny portion of the universe that some hackers had carved out for themselves. Every square inch of the space was dedicated to collaboration, sharing ideas, doing strange things with electricity, and of course, hacking. Nothing was private except for the clothes on your back and whatever else you had on you at the time. Things were very much still the same when I visited over this past New Year's. I had even managed to become an Associate Member after just four days. In fact, I had machined my own key to the space after two days - long before I had become a member - by solving a calculus equation and fixing the CNC mill. Nobody had a problem with that, as consensus was that I shared the same spirit of Noisebridge that so many others sought to create. This lease is an affront to the foundational ideas upon which I started SYNHAK. SYNHAK is a space for hackers. A hacker space. The privatization of anything in the space that was formerly communal is a violation of those principles of collaboration, sharing ideas, and freely hacking. We spent a good month or two hammering out SYNHAK's mission statement, which I feel embodies those ideas: SYN/HAK provides an environment for people to educate, create, and share amongst themselves and others within the domains of technology, art and science. I like compromise. It helps us to reach consensus on difficult issues. I prefer it whenever possible. Sure beats getting red in the face and yelling at people. I cannot compromise on being party to actions that violate SYNHAK's mission. As founder of Akron's hackerspace, I will stand up and hold my ground against this assault of our founding principles. = Summary = As Treasurer, I have the responsibility to manage this financial asset. In the course of managing this asset, I have determined the following to be factual: * Devin had no authority from the board to sign this lease. * Devin had no explicit authority from the membership. * There was insufficient transparency for the process of do-ocracy to legitimize any authority. * There was insufficient transparency for the process of consensus to legitimize any authority. * SYNHAK, Inc's actions regarding this lease were not performed with the guidance of the community * The Treasurer has a duty to uphold the mission of SYNHAK * Current and future Treasurers have a duty to maintain SYNHAK, Inc's 501c3 status * This lease is significantly different from any previous contract in that it fundamentally modifies the organization's only physical space. Due to the fact that this lease is invalid, I find that the rules of do-ocracy and consensus apply. I am proposing the following: * Something New Entertainment, LLC is given a 14 day notice to vacate the premises. * The racks shall be dismantled and removed after the 14 day notice. * If there is opposition from Something New Entertainment, LLC, eviction procedures as prescribed by the State of Ohio will be enacted by the Champions. Separately, I am also proposing: * A membership vote to remove Justin from the Board of SYNHAK for breech of trust. * A membership vote to request that the board removes Devin from the office of Champion for breech of trust. Should the board find this sublease or any other sublease valid and enforceable, I will be resigning from the office of Treasurer on the grounds that collecting payments needlessly endangers our 501c3 status, and that such privatization of communal space runs contrary to the best interests of the Membership I serve. Finally, I request that transparency and open discussion is taken more seriously by all participants in this community.
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