Proposal to Spin off BAC from the WC.TC

[Jay Blas Jacob Cabrera]

Heather & Mel,

I just herd back from Patrick about the BAC Board meeting. I am done. I simply don’t feel respected as either a friend, human being, or someone who has been working their ass of for Patrick and his programs for almost 10 years. I don’t even know where to get started, but there is nothing in my life currently that brings me more stress than this, and I want it out of my life. I am done.

The BAC Board passed one proposal that comes to us.

"BAC, Digital Storytellers and SPARC pay WC.TC a 5% fiscal sponsor fee for any contracts, sponsorships, grants and large donations that use the WC.TC EIN. BAC, Digital Storytellers and SPARC do not pay a fiscal sponsor fee for small donations - $500 or less -  or any programs that do not require their EIN or use another EIN.”

———

This basically would re-propose their sponsorship, and I don’t really understand what the proposal is, but bottom line it would mean that if we don’t approve it then we would end up with an automatic spin off of those programs, as well as all the other issues. I’m just at a loss but I would never approve this. The idea that Ed Fund gets 8% yet we get 0% on all donations less than $500 no matter if it equals $1 million of $500 donations is insulting and outrageous. There is no way I would vote yes on that. 

But it doesn’t really matter becaues I am fed up and upset about so much more.

——————

The board voted to appoint someone who is not available to communicate with me and us, and she was not even present at the meeting. I’m aghast. It is unbelievable to me. 

Me and Patrick made an agreement that we were going to pass these issues from me and Patrick to other people, but Patrick is holding all the power and not allowing anyone else to communicate. This is a direct manipulation and violation of so many issues, and there are so many other issues related to this board. The idea that the BAC board would appoint a person to represent themselves who was not even present at the meeting and is on vacation until an unspecified time is just insulting and disrespectful. 

Why can’t there just be communication. IT has been over 2 weeks and still nothing. No one to talk to, and no one being willing to work out issues and differences. I just don’t understand. 

I do not understand why me and Patrick see so differently and why there isn’t simply collaboration and working together as a team. I don’t know why Patrick doesn't see me as part of his team and his programs and why he ostracize me and push me to the sidelines in terms of the actual organizing. I just don’t get why I am excluded. I am the only one in the organization who is excluded from both the budget and from the organize. It is not ok to me.

As far as I am concerned the appointing a nonexistent person who was not present and is not available is simply unacceptable. I do not feel herd, I do not feel ok with that solution. I want to talk to someone immediately. How was that not clear. 

If there is no interest in basic communication, then there is really no reason for anything. I am ready to get rid of this burden in my life and want to spin BAC off. It is simply not professional. Everything starts with basic communication, without that there is nothing. I don’t understand why I would have to beg to simply get a contact number. Haven’t I done enough by working my ass off for almost 10 years to support you and your programs. I simply don’t understand.

Furthermore BAC made an other outrageous vote which is insane…

BAC board cannot take on legal or fiduciary responsibility until we have a financial expert and legal expert on our board to advise us in regards to the terms and the proposed relationship between BAC’s Board and WC.TC’s Board. We will revisit this proposal once we have those two experts on our board.

Annie motions, Patti seconds.

The idea that we have full responsibility for their incompetence and unwillingness for basic communications, and their unwillingness to cover basic costs like insurance, is mindbogling. I am at a loss. yet they have no responsibility and no liability. That is BULLSHIT. They don’t want responsibility they can go somewhere else. I’m done. I don’t care who is and is not there on the board, you still have responsibility and liability regardless. in fact maybe if they felt responsible and liable they would want to communicate with their fiscal sponsor, the idea that they do not want to communicate with us means to me that they do NOT deserve us. And they certainly do not deserve us taking on all of their liability and responsibility for their unprofessional and disrespectful conduct. 

At this point I am ready to propose that they Spin Off. Period.

Proposal: To immediately Spin off BAC from the WCTC. This would not effect programs that are willing to follow all policies and work with us and communicate. I see no way Digital Storytellers or any program that is controlled by Patrick (Patrick is the issue and is not following policies) would most likely not be able to stay.

We will be using official voting for this one, as I and I’m sure you have lots of concerns here. Official voting is a score from 0-9. 7-9=yes, 4-6=abstain, and 1-3= no

I have requested to Patrick/Carrie that they immediately provide two contacts from the BAC board, at least, although I would appreciate all of them. One contact to talk with Mel and or Heather, and an other contact to talk directly with me. I see this as a minimal request. These are people who attended and participated in the meeting and will be ready to schedule and communicate immediately, not at an unknown time in the future because they are on vacation.

In terms of this request, if something move forward, my vote is currently a 6.5 to spin off, and if nothing happens immediately within 24 hours or so, then I’m a solid 7 to spin them off.

If the spin off is initiated, an official letter will be sent, and then from there they will have a few days to remove all of their money from their accounts, and provide the W-9s documenting where the money is going. If they do not, then we will simply create new not-for-profit temporary organization to hold the money until they get their shit together. The whole process could take as little as 2 weeks or so. But depending on the reaction we don’t have to finalize a spin off for much longer like many months. But we should push strong at the beginning, and then address based on the reaction and what happens. Once the spin off is initiated it can not be stopped without a new Sponsorship Proposal that is agreed upon.

Most likely they will just go to EdFund, I’m fine with that, or we will end up with a major policy change for BAC, or we will end up with a split of programs that stay and some that go, or some that stay and go simultaneously, or they may just all go, but that would require some major stepping up to the plate to make that happen.

Lastly and what personally make me the most upset are these 2 proposals that passed.

Dedicate maximum of $2,000 of incoming $20,000 anonymous donation towards incorporating and establishing BAC as a non-profit. Create a committee to find who we will contract with to complete this task. Complete this task of incorporating and establishing BAC as a 501(c)(3) by August 1, 2019.

Jamey motions, Annie seconds.

As ED, Patrick commits 20 hours/week to ED duties, asking $24,000/year. $18,000 comes from incoming anonymous donation, $6,000 would be needed by June 2019 to finish the compensation for a year.

The idea that Patrick gets $24k a year, while I get nothing, just proves how much the work I do and all the support we provide is simply not valued. More over, the idea they do not even consider me and the work I do to help with establishing the BAC as a corporation is simply insulting. There is obviously some issue going on that I don’t know about that results in me systematically being excluded from everything that BAC and Patric have been doing for almost 10 years, and it relates to not valuing me or my contributions or abilities or expertise. And I’m done. 

Furthermore the idea that there would even be a possibility of “$18,000 come(ing) from incoming anonymous donation(s)” is insane!!!! That is NOT ok. That is like black money politics style. Donations come from donors, not black anonymous locations. I don’t think we can be ok with that. And then on top of that, that all that money would come in, and they don’t even want to allocate a dime for me or have me be part of any of it, and they could, if they wanted to just break it up into “anonymous” $500 donations. I’m done.

I think that is it for me. I am just aghast and I have lost so much sleep, and have had so much stress with all of this for so long, literally years, and it just doesn’t need to be in my life at all. It is simply not worth my time. If they want to screw me over, and screw over our corporation, and screw us, and not value us, and not work collaborative, they can get out, I’m done. If they want to pay me to spend literally 20 hours a week dealing with their mess and inability to be professional, how about a few thousand a month, then maybe, but even then it might not be worth my time to deal with this shit. I am done.

This doesn’t even include the dozens if not 100’s of times they have broken policies and not listened. You have no idea, but we ourselves are not exactly perfect so I kind of let that slide, but them not following policies is minor at this point, we are talking major major issues at the very core that simply can not be ignored.

And this is me trying to be professional.

Again I’m at a 6.5 to spin them off for the next 24 hours, and then I will go to a solid 7. 

Thanks for listening to my rant, down to talk on the phone anytime.

J

Jay Blas Jacob Cabrera

831-332-2486

PO Box 20175

Stanford CA 94309

http://WCTC.world

Begin forwarded message:

From: "director bayareacreative.org" <dire...@bayareacreative.org>

Subject: Minutes from BAC board meeting

Date: August 27, 2018 at 12:53:38 PM CST

To: Jay Blas Jacob Cabrera <j...@jayslife.net>

Reply-To: "director bayareacreative.org" <dire...@bayareacreative.org>

Hello Jay,

Please find bellow the minutes from the BAC board meeting. We were able to discuss and come to consensus on all of the issues presented to us in the letter from the WCTC board. These decisions as well as decisions on incorporation and the BAC ED compensation are all present in the minutes in the bellow doc.

https://docs.google.com/document/d/18Nj6CA2_7VBa5AjKUtACtaL6nI7WQeuBOnG0fAuPEEE/edit

The liaison from the BAC board to the WCTC board is Erika Pappas who is supported by two other board members from BAC in regards to her liassonship with WCTC. Erika is currently on vacation and I will connect her to the WCTC board as soon as she returns.    

Let me know what next steps you recommend or if you have any questions or if we missed anything crucial.

Thanks for all of your support!

Warmly,

Patrick Ohslund, MA

Director- Bayareacreative

dire...@bayareacreative.org

(949) 285-9086 (cell)

www.bayareacreative.org

LinkedIn | Facebook | Instagram | Twitter | Google+

We work to create a world where cultural sensitivity, social justice and emotional balance promote well rounded healthy people who can lead the way to a society that is thriving with diversity, supported by community and fulfilled in the creative acts of individuals.

[Jay Blas Jacob Cabrera]

I would also like to propose that we give a specific deadline. For example August 29th at 6pm.  That should give them enough time to get us contacts otherwise I’m 100% done. Although I would prefer tomarrow Tue Aug2 28th at 12 noon.

J

<Mail Attachment.jpeg>

[Melissa Vo]

Hi Jay and Heather,

I feel like we should take until the end of the week at a minimum to make a calm decision. 

I have read your concerns and put my comments below in green. 

---- 

Heather & Mel,

I just herd back from Patrick about the BAC Board meeting. I am done. I simply don’t feel respected as either a friend, human being, or someone who has been working their ass of for Patrick and his programs for almost 10 years. I don’t even know where to get started, but there is nothing in my life currently that brings me more stress than this, and I want it out of my life. I am done.

Whatever we all decide, it should be in a calm manner when you are not upset. A friendship of 10 years (and a professional relationship of 10 years too) is not something one should discard of quikcly, so I'd like to make sure we don't make any hurried decisions that are mixed in with intense emotions. He respects you and is doing his best as he just shared on the phone with me, and is pretty confused about why you're upset since he's doing his best. Everyone's "best" is different of course. I would like to see this be resolved amicably. 

The BAC Board passed one proposal that comes to us.

"BAC, Digital Storytellers and SPARC pay WC.TC a 5% fiscal sponsor fee for any contracts, sponsorships, grants and large donations that use the WC.TC EIN. BAC, Digital Storytellers and SPARC do not pay a fiscal sponsor fee for small donations - $500 or less -  or any programs that do not require their EIN or use another EIN.”

Yes, I agree with you Jay that this is not fair and I don't approve of this proposal.

———

This basically would re-propose their sponsorship, and I don’t really understand what the proposal is, but bottom line it would mean that if we don’t approve it then we would end up with an automatic spin off of those programs, as well as all the other issues. I’m just at a loss but I would never approve this. The idea that Ed Fund gets 8% yet we get 0% on all donations less than $500 no matter if it equals $1 million of $500 donations is insulting and outrageous. There is no way I would vote yes on that. 

But it doesn’t really matter becaues I am fed up and upset about so much more.

——————

The board voted to appoint someone who is not available to communicate with me and us, and she was not even present at the meeting. I’m aghast. It is unbelievable to me. 

This board member is only away next week and will be back soon. Patrick can facilitate a date for you both to talk.  

Me and Patrick made an agreement that we were going to pass these issues from me and Patrick to other people, but Patrick is holding all the power and not allowing anyone else to communicate. This is a direct manipulation and violation of so many issues, and there are so many other issues related to this board. The idea that the BAC board would appoint a person to represent themselves who was not even present at the meeting and is on vacation until an unspecified time is just insulting and disrespectful. 

Why can’t there just be communication. IT has been over 2 weeks and still nothing. No one to talk to, and no one being willing to work out issues and differences. I just don’t understand. 

This will happen soon! 

I do not understand why me and Patrick see so differently and why there isn’t simply collaboration and working together as a team. I don’t know why Patrick doesn't see me as part of his team and his programs and why he ostracize me and push me to the sidelines in terms of the actual organizing. I just don’t get why I am excluded. I am the only one in the organization who is excluded from both the budget and from the organize. It is not ok to me.

As far as I am concerned the appointing a nonexistent person who was not present and is not available is simply unacceptable. I do not feel herd, I do not feel ok with that solution. I want to talk to someone immediately. How was that not clear. 

If there is no interest in basic communication, then there is really no reason for anything. I am ready to get rid of this burden in my life and want to spin BAC off. It is simply not professional. Everything starts with basic communication, without that there is nothing. I don’t understand why I would have to beg to simply get a contact number. Haven’t I done enough by working my ass off for almost 10 years to support you and your programs. I simply don’t understand.

Furthermore BAC made an other outrageous vote which is insane…

BAC board cannot take on legal or fiduciary responsibility until we have a financial expert and legal expert on our board to advise us in regards to the terms and the proposed relationship between BAC’s Board and WC.TC’s Board. We will revisit this proposal once we have those two experts on our board.

Annie motions, Patti seconds.

The idea that we have full responsibility for their incompetence and unwillingness for basic communications, and their unwillingness to cover basic costs like insurance, is mindbogling. I am at a loss. yet they have no responsibility and no liability. That is BULLSHIT. They don’t want responsibility they can go somewhere else. I’m done. I don’t care who is and is not there on the board, you still have responsibility and liability regardless. in fact maybe if they felt responsible and liable they would want to communicate with their fiscal sponsor, the idea that they do not want to communicate with us means to me that they do NOT deserve us. And they certainly do not deserve us taking on all of their liability and responsibility for their unprofessional and disrespectful conduct. 

At this point I am ready to propose that they Spin Off. Period.

Proposal: To immediately Spin off BAC from the WCTC. This would not effect programs that are willing to follow all policies and work with us and communicate. I see no way Digital Storytellers or any program that is controlled by Patrick (Patrick is the issue and is not following policies) would most likely not be able to stay.

I'd like more time to vote on this after speaking with you.

We will be using official voting for this one, as I and I’m sure you have lots of concerns here. Official voting is a score from 0-9. 7-9=yes, 4-6=abstain, and 1-3= no

I have requested to Patrick/Carrie that they immediately provide two contacts from the BAC board, at least, although I would appreciate all of them. One contact to talk with Mel and or Heather, and an other contact to talk directly with me. I see this as a minimal request. These are people who attended and participated in the meeting and will be ready to schedule and communicate immediately, not at an unknown time in the future because they are on vacation.

In terms of this request, if something move forward, my vote is currently a 6.5 to spin off, and if nothing happens immediately within 24 hours or so, then I’m a solid 7 to spin them off.

If the spin off is initiated, an official letter will be sent, and then from there they will have a few days to remove all of their money from their accounts, and provide the W-9s documenting where the money is going. If they do not, then we will simply create new not-for-profit temporary organization to hold the money until they get their shit together. The whole process could take as little as 2 weeks or so. But depending on the reaction we don’t have to finalize a spin off for much longer like many months. But we should push strong at the beginning, and then address based on the reaction and what happens. Once the spin off is initiated it can not be stopped without a new Sponsorship Proposal that is agreed upon.

Most likely they will just go to EdFund, I’m fine with that, or we will end up with a major policy change for BAC, or we will end up with a split of programs that stay and some that go, or some that stay and go simultaneously, or they may just all go, but that would require some major stepping up to the plate to make that happen.

Lastly and what personally make me the most upset are these 2 proposals that passed.

Dedicate maximum of $2,000 of incoming $20,000 anonymous donation towards incorporating and establishing BAC as a non-profit. Create a committee to find who we will contract with to complete this task. Complete this task of incorporating and establishing BAC as a 501(c)(3) by August 1, 2019.

Jamey motions, Annie seconds.

As ED, Patrick commits 20 hours/week to ED duties, asking $24,000/year. $18,000 comes from incoming anonymous donation, $6,000 would be needed by June 2019 to finish the compensation for a year.

The idea that Patrick gets $24k a year, while I get nothing, just proves how much the work I do and all the support we provide is simply not valued. More over, the idea they do not even consider me and the work I do to help with establishing the BAC as a corporation is simply insulting. There is obviously some issue going on that I don’t know about that results in me systematically being excluded from everything that BAC and Patric have been doing for almost 10 years, and it relates to not valuing me or my contributions or abilities or expertise. And I’m done. 

I believe you should be compensated, so lets do our best to see if we can come to agreement with BAC.

Furthermore the idea that there would even be a possibility of “$18,000 come(ing) from incoming anonymous donation(s)” is insane!!!! That is NOT ok. That is like black money politics style. Donations come from donors, not black anonymous locations. I don’t think we can be ok with that. And then on top of that, that all that money would come in, and they don’t even want to allocate a dime for me or have me be part of any of it, and they could, if they wanted to just break it up into “anonymous” $500 donations. I’m done.

I think that is it for me. I am just aghast and I have lost so much sleep, and have had so much stress with all of this for so long, literally years, and it just doesn’t need to be in my life at all. It is simply not worth my time. If they want to screw me over, and screw over our corporation, and screw us, and not value us, and not work collaborative, they can get out, I’m done. If they want to pay me to spend literally 20 hours a week dealing with their mess and inability to be professional, how about a few thousand a month, then maybe, but even then it might not be worth my time to deal with this shit. I am done.

This doesn’t even include the dozens if not 100’s of times they have broken policies and not listened. You have no idea, but we ourselves are not exactly perfect so I kind of let that slide, but them not following policies is minor at this point, we are talking major major issues at the very core that simply can not be ignored.

And this is me trying to be professional.

Again I’m at a 6.5 to spin them off for the next 24 hours, and then I will go to a solid 7. 

Thanks for listening to my rant, down to talk on the phone anytime.  Call me anytime!

J

Warmly,

Melissa

Melissa T. Vo 

m: 917.456.2040 

skype: melissatvo

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[Melissa Vo]

Hi Everyone,

I vote to spin off. 

Warmly,

Melissa

Melissa T. Vo 

m: 917.456.2040 

skype: melissatvo

[Jay Blas Jacob Cabrera]

Because this is an official decision and effects many people, you are required to vote with our official scale.

7-9 = Yes

4-6 = Abstain

1-3 = No

0 = Not Voting

J

<Mail Attachment.jpeg>

www.bayareacreative.org

LinkedIn | Facebook | Instagram | Twitter | Google+

We work to create a world where cultural sensitivity, social justice and emotional balance promote well rounded healthy people who can lead the way to a society that is thriving with diversity, supported by community and fulfilled in the creative acts of individuals.

[Jay Blas Jacob Cabrera]

I’m a solid 7.5 for spinning off at this point, and initiating the spin off process. 

J

[Melissa Vo]

Hi Jay and Heather,

My official vote is a 7.

Warmly,

Melissa

Sent from my iPhone.

[Jay Blas Jacob Cabrera]

Heather you still need to give an official score vote to finalize the proposal.

Also I worked out a draft letter to the BAC Board, so if you both want to review and approve it that is fine as well, but it doesn’t have to be an official score vote.

https://docs.google.com/document/d/1o4Vjk2vPH4Gw_KYq8Ew86UySN3nfGOtM05Jh8tO6buM/edit?usp=sharing

I am already feeling relief and being able to relax a little more just feeling like this is finally over. I see the light at the end of the tunnel for the first time in a long time. BAC will no longer be my responsibility within just a few weeks, although we still have 2 years of taxes to work out. Uff

Additionally I will be proposing to spin-off programs not compliant with our insurance policy. I am proposing that it doesn’t matter if programs have other external sponsorship, that they must have full insurance as the umbrella corporation or they are automatically spun-off. I think that is a pretty good option. This would almost exclusively effect Digital Storytellers. So I feel that Digital Storytellers is next on the chopping block if we choose to go that direction, but maybe we could figure out how to address the insurance issue in a simpler way once Bay Area Creative is out of the picture and we can just focus on the programs themselves without any other parties involved. Any ways that can be addressed after we finish with Bay Area Creative. Each program will be addressed individually from Bay Area Creative.

J

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[Jay Blas Jacob Cabrera]

Ok the vote is final.

Ave = 7.5 which is consensus, almost supportive consensus.

So now the process will move forward with many options… more to come.

To view this discussion on the web visit https://groups.google.com/d/msgid/wctcboard/B19C6C7E-4099-4FC4-84B6-2AD515453901%40jayslife.net.