Re: New Revised Email to Erika

[Jay Blas Jacob Cabrera]

Mel

That is an intense email. Are we ready to send this. Lets talk and check in first if you have time.

I think about it some more, but today is the day to send whatever we are going to. 

Thanks so much :)

Jay

On Nov 1, 2018, at 1:00 AM, Melissa Vo <mel...@gmail.com> wrote:

Hi Jay -- I've shortend your letter and shared the revised document with you. Also here: https://docs.google.com/document/d/1Gg-PD6SWIWey9lME7nPwvcGd6GvP2816cDYpvDDomOw/edit?usp=sharing

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November 1, 2018

Re: BAC 3% Fiscal Sponsorship Admin Fee to WCTC

Dear Erika and Patrick,

Intention of the email: Arrive at a fair decision regarding the administrative fiscal sponsorship fee BAC owes to WCTC. Patrick (DS & BAC) made an agreement with Jay (WCTC) regarding the 3% admin fees.

Morals and Ethics of Honoring Legal Agreements: I believe it is moral and ethical to honor our legal agreements. People should be responsible for their actions and face the repercussions of their poor decisions. The result we arrive at will have an impact on everyone involved in WCTC, whether Patrick’s actions were made unintentionally or intentionally to harm or help the umbrella nonprofit.

Usage of Admin Fees: I am obligated to protect the umbrella non-profit and its workers. To be clear, none of the admin fees goes to me. It provides for workers wages and the cost of business operations.

Workers wages are supported by admin fees: The WCTC is a global community transformation network of 20 contractors.  The admin fees are low by US industry standards because we are building our internal capacity to afford paying employees the legal minimum living wage in the US. The real cost of avoiding the admin fees is akin to not paying our contractors to support your program.

All programs have admin fees: The idea that one can evade admin fees by routing money to the new BAC corporation is not legal. There is always an administrative cost either internally or externally. The cost of administering your own new corporation is estimated at three times your current costs of admin fees at minimum. The only way to avoid admin fees is relying on volunteers, pro-bono support, or pay crippling wages.

Personal Conflict: I feel like you are taking advantage of WCTC and our workers. Below, I have outlined instances where I feel you have made misleading statements, hidden information, and made secrete decisions. This behavior undermines the ability for the non-profit umbrella to function.

Accounting Next Steps: I agree that BAC may now avoid future admin fees simply because it has recently spun off. We are actively reviewing the accounts. The complications lie in the fact that there are many transactions, with multiple bank accounts, between four different programs.

Escrow Proposal: To ensure the accounting is accurate requires time. I have proposed the creation of a neutral escrow account. This would not negatively impact any program, as the funds can be put into a joint account where everyone has access to them. It would earmarked as admin fees.

Intent of New WCTC Policy: I am proposing a new policy for WCTC to prevent this situation from occurring again in the future with new sponsored projects to protect the umbrella non-profit and prevent existing programs  to undermine other programs.

New WCTC Policy: The WCTC umbrella can increase admin fees for programs not adhering to policies made in the initial agreement. The increase admin fees can only be approved by both the Board and the Council of other programs agreeing, and/or a sub-board that oversees the program being asked to pay more % fees. It would require two high level decision making bodies to come to agreement. The board initiates the proposal for the penalty of increased % admin fees, and the Council or sub-board approves it. This policy would be applied retroactively since it requires independent approval anyways.

Summary Proposal in relation to BAC/DS: Digital Storytellers & Bay Area Creative should pay the rightful admin fees that they morally, ethically, and legally should as well as be accountable to pay penalties for not following policies and disrupting and undermining the umbrella non-profit which effects all programs. To issue these penalties, we would need agreement from the BAC Board.

Proposal: Digital Storyteller and Bay Area Creative will incur penalties on % admin fees based on the conduct of the leadership that undermined the umbrella non-profit and all other programs. (Both boards would have to approve to institute this penalty)

Misconduct and Deception Premise: Although based on our new policy we can institute increased fees for any policy that is not followed, this penalty is based on intentional deception and unintentional misconduct all of which is a violation of the legal agreement as listed below:

List of Unintentional Misconduct

• Starting multiple times that that the insurance is covered for DS - when this is not verified or confirmed. In fact, it could be false especially since the funds were passed through WCTC which creates additional liability that was simply not known until the last week of October 2018.
• Stating that you had full program sponsorship equal to that of WCTC with EdFund when that was simply not the case. It was a passthrough, and should have been disclosed immediately.
• Failing to provide both sides of the stories to the BAC Board members to create bias and manipulate the decision making process

Intentional Deception

• Intentionally organizing the BAC board without informing current fiscal sponsor
• Intentionally contracting with the Ed Fund and purposefully withholding the information against the best interest of the non-profit
• Stating numerous times that you were not transferring funds from the Ed Fund and spending it within WCTC when actually you were and were deceiving us, and it only came up simply to reduce and eliminate admin fees.

Penalty: We would institute a penalty on this manipulation, as an Increase to the admin fee based on intentional infliction of misinformation and deceiving to manipulate the outcome in on programs favor and against the umbrella organization and other programs and workers in the organization.

Estimated Penalty Amount:

• 1.5-3% admin fund increase (Each board could vote on 0%- 3%)
• Penalties would be estimated at $1,000s possibly as high as $3,000-$5,000
• The payments can be made over time via monthly payments

Fair Outcome Conclusion:  I am interested in is a fair outcome after a full accounting reconciliation. This requires paying WCTC workers. I have been open to an  honorable and transparent process to change or modify the agreements. This would require a written statement to be reviewed by the WCTC Board.

Thanks,

Jay

Jay Blas Jacob Cabrera

831-332-2486

PO Box 20175, Stanford CA 94309

http://WCTC.world

[Melissa Vo]

Hey Jay, 

I wanted it to be closer to 1 page, be clear, remove redunancies, and tone down the emotional element without compromising your point of view. It is simply a draft and should definitely be edited by you and Heather as well before moving forward.

Also, I think it should come from you as it's signed by Jay.

It would be a different type of letter if Heather and I wrote it.

Warmly,

Melissa

Melissa T. Vo 

m: 917.456.2040 

skype: melissatvo

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[Jay Blas Jacob Cabrera]

Yes this is not from the board, but do you think we are ready to propose the new policy. Are we all in agreement with retroactively implementing it. BAC board would have to approve either way. But it could backfire and make them less willing to give us admin fees. Maybe we should bring it up in person and then send the email???

j

[Melissa Vo]

Could you have a convo with Heather to see her vote?

Warmly,

Melissa

Sent from my iPhone.