Re: $20,000 Bonus Documents

[Jay's LIFE FQN CommUnity]

Joel,

How ever you’d like to arrange it is fine.

I'm glad we are catching this now. It is super important to make sure this is all clear and have all in writing.

I went though a LOT of previous emails, as I put a LOT of time before into making sure this was all sorted out before because the Resolutions themselves were a little vague.

This is what I found that you specifically agreed to: 

Joel’s Salary Budget
- $80,000 Upfront Pay
- $20,000 Backpay Liability
- $20,000 Benefits & Business Costs
- $10,000+ Business Costs
       - $10,000 Benefits
———————
$120,000

So if this is the case, what needs to be done to clarify all of this, is a simple resolution approving the Backpay Liability into upfront Pay. This would NOT be a “BONUS" at all, but instead be existing Backpay already within your salary of $120,000/yr. That means the Salary itself would NOT change at all, again NO change in salary.

What confuses me the MOST from the beginning is that this would be a separate bonus on-top of an existing salary, that is where the most confusion comes on my side. I’m glad we took the time to go through the details and address the confusion, so lets finalize it and move it forward. I always document these kind of decisions in detail so that confusion like this can ideally be avoided. Just a little more and we should have this all worked out.

Link to email thread from before to try to get everything clear so we could avoid confusion like this:

https://drive.google.com/file/d/1q26Ze2iKOszCUM0gu-gzHsZA3rgqMD2r/view?usp=sharing 

https://drive.google.com/file/d/1k3khdfw1wdpJ1dMDmjSA7GM6PPc4PPms/view?usp=sharing 

Bellow are some additional details that may help reduce confusion for you.

Jay Blas Jacob Cabrera

831-332-2486

———————

To simplify the Terms:

- Budget: is a general establishment of financial priorities of an organization - is NOT an employment agreement

- Employment agreements:  are specific (and required to be separate from the budget under our policies because of the numerous details) Hence you were required to do employment resolutions, not just a budget.)

- Salary: Total compensation package of all pay, take home, taxes, benefits, and costs to cover the employee package.

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To simplify the questions that need exact clarification:

1) The current Salary which was agreed upon in the May 7th 2021 Resolution.

i) $80,000 (including benefits) - quote from the Resolution “ The offer is for a starting annual salary of $80,000”

Note: there was a lot of details about future changes in pay, none of which is legal because we require a new agreement/resolution for any change, period”

ii) $100,000 (including benefits) there is some details in the Resolution that discuss this "CEO salary will revert to $100k, and the difference between reasonable budget salary ($100k) & survival salary” 

Note: again under our policies, there is only ever one single legally established employment package at any time. It is not legally possible to have any automatic changes in employment pay without legally making a new decision to alter the previous pay to a new payment or salary with a specific end and start date of 

the old and new salary.

iii) $120,000 (including benefits & Backpay

if this is the case, then there is NO actual change in the salary itself, just an approval to turn the Backpay into Upfront pay.

----------------

2) The new Salary + Bonus being proposed:

i) $100,000 [$80,000 + $20,000] (including all benefits) quote from resolution: "Distribution of a $20,000 lump-sum payment to Joel Valencia as bonus

compensation in addition to the $80,000 in compensation already provided through monthly payroll through the end of the fiscal year 2021-22."

ii) $114,148.17 (including all benefits) - no quote exists

[Note The resolution does NOT say anything about this]

iii) $120,000 (including ll benefits) - actually proposed before so there wouldn’t be any change.

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So in my perspective the existing salary is $120,000/yr and the new sallary is simply NOT applicable because what we need is simply to turn the existing Backpay Liability in the previous salary into upfront Pay, and it is NOT a bonus at all, it is part of your existing salary all along. But of course it doesn’t matter what my perspective is, all that matters is what is actually agreed upon, that is what is legal.

Jay

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On May 4, 2022, at 4:32 PM, Joel Valencia <jo...@evergreencollective.org> wrote:

At this point it’s getting very confusing for me. Should we resolve this via an all-team meeting? 

On Wed, May 4, 2022 at 3:25 PM Jay's LIFE FQN CommUnity <fqnja...@gmail.com> wrote:

Joel,

The original resolution you mention here is new to me. Also it states “position offered’ as opposed to finalized or approved within the budget which is required. Either way if the salary was $100,000 and then changed to $80,000 before the position was started, then the current salary would still be $80,000/yr as the “1st resolution" is not legally applicable as this was before you were officially hired and set up your employment which only happened once.  

So that is all I need understanding on, is that we all agree that the current Salary is $80,000/yr (which includes all benefits and taxes). There could be minor additional costs, but those were never separate per how we set up the employment as the healthcare comes out of the salary.

So the change to $100,000 (not including benefits) would actually be a change of $34,148.17 NOT the $20,000.  So it would be helpful to get clarity on that.  

My understanding is that your current salary is $80,000/yr which is all inclusive of all taxes benefits and costs.  ALL year you have been getting take home pay each month in an amount of about $4,853/mo That is $58,236/yr of take home pay, with the rest of the $80,000 (about $21,764) being the benefits package, taxes, and other costs.

So based on your email, what you are saying is that you are changing your official employment from $80,000/yr to $114,148.17 which is a difference of $34,148.17. So we just want to confirm that is what was understood to be approved by Evergreen and is being reviewed for due diligence and  legality by the WCTC/CCC Board of Directors.

Again, typically when someone says “Salary” and within our definition of “Salary” that we use for our model of budgeting, Salary implies the TOTAL cost of the worker’s taxable income, which includes ALL benefits and taxes and costs. There may be minor additional costs onto of that, but that is minuscule compared to the actual benefits package. 

So in our vocabulary if you are getting paid $80,000/yr of pay, plus $20,000 bonus, plus $14,148.17 of additional benefits, then your total Salary compensation is $114,148.17 that is just how we talk about it and budget it.

So again, lets make sure we are on the same page as per your current employment compensation, and the changes being made so we know what exactly we are all talking about and making decisions on. This is very important for processing, as we do NOT want to have any misunderstandings on what the exact amounts while reviewing, due diligence, as well as afterwords.

I think that is it for now.

Jay Blas Jacob Cabrera

831-332-2486

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On May 4, 2022, at 2:40 PM, Joel Valencia <jo...@evergreencollective.org> wrote:

Hi Jay,

Thank you for processing this. It's as you say towards the end: the new revised budget is $80,000/yr + $20,000 Bonus = $100,000 total compensation (not including benefits or taxes). The original resolution when EC started was for my salary to be $100k (not including benefits or taxes). We then revised the budget and salary per this resolution in May of 2021.

So my request is that you run a payroll to me for the additional $20k. 

I've cc'd all of my board members in case we need to do anything else to make this happen, or if there are any additional questions, although the linked resolutions and budgets linked within them should have all the info you need.

Thank you everyone. 

Best,

Joel Valencia

CEO & Founder

Evergreen Collective

On Wed, May 4, 2022 at 12:22 PM Jay's LIFE FQN CommUnity <fqnja...@gmail.com> wrote:

Thanks Joel,

I will go ahead and forward this to the WCTC/CCC board for review.

I do have a few questions and clarification to make.

As I said before from the beginning, Salary can ONLY be based on Agreements. There is no legal way under the corporation to preemptively change the salary of an employee either within a budget or within a resolution. Every time the sally changes in anyway there must be legal agreement to make that change in real-time, starting moving forward.

So the ONLY resolution I currently have approved for your employment was made for $80,000/yr.  As we agreed at the time it was the $80,000 of the original $100,000 of funds that you had. Which means that 80% of the total funds were going to pay you.

Your current monthly salary is still based on that original agreed amount of $80,000/yr and has never changed or been proposed to be changed until now.

So the first thing to make sure there is clarity on and understanding is that your current salary is exactly $80,000/yr (which includes all benefits).

So please verify that, so that we have clarity on changes and moving forward.

So in understanding the new employment resolution the primary question is the change in employment compensation.

In the new employment resolution it clearly says: "Distribution of a $20,000 lump-sum payment to Joel Valencia as bonus compensation in addition to the $80,000 in compensation already provided through monthly payroll through the end of the fiscal year 2021-22.”

Therefore the new employment resolution clearly implies an exact figure of $100,000/yr which is a increase of $20,000, and that is being proposed to be paid as a bonus. 

For me the new employment resolution is the most official decision, and is clear, but...

...But there is a 3rd figure which is the approval of the new revised budget, which is separate from the new employment resolution itself. In the budget it says: “$80,000 + $20,000 + $14,148.17 which is a total of “$114,148.17” and a difference of $34,148.17.  That is a significantly different number and therefore I think this is just a mistake. I wanted to confirm that and make sure that we are clear. I currently am not aware of substantial other costs besides the taxes taken out of the salary itself. If there are other costs they are minimal and can be addressed the same as we addressed them before which is that it was not included as separate.

So my request is simply to clarify that the new revised budget is clearly $80,000/yr + $20,000 Bonus = $100,000 total.

Once we have clarity on the exact difference and change in the employment compensation we can go through this resolution and new budget and do our dew diligence review. This can take about 2 weeks time, unless there is any deadline that needs to speed up our urgency.

Thanks,

Jay Blas Jacob Cabrera

831-332-2486

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On May 3, 2022, at 11:26 PM, Joel Valencia <jo...@evergreencollective.org> wrote:

<Evergreen Board Resolution Letter_ Updated Fiscal 2021-22 Budget and CEO Bonus Compensation.pdf>

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Best,

Joel Valencia

CEO & Founder

Evergreen Collective