 Let's give a big warm welcome to Rogue Clown. Thank you, everybody. I'm glad to see all of you here. As you can see, I'm going to be giving a talk called Hacker Spaces the Legal Bases. Sorry for the cheesy rhyme there. My name is Nicole Nulis, otherwise known as Rogue Clown. And let's get started. First off, a little bit about me. I am a licensed attorney in Illinois. I went to Washington University School of Law, got my degree last year, passed the bar last summer, actually took the bar right before DEF CON last year. Wasn't actually at DEF CON because I was still recovering from the bar, but that's a whole other story entirely. I'm also a founding member of Pumping Station One. Pumping Station One is the hacker space in Chicago, Illinois. And actually, we're pretty new. We just started having meetings late last year. We incorporated, as an Illinois nonprofit organization, in January of 2009. And we got our physical space to work in, in about the middle of April. So we're still very much trying to build it out. We've got our loft. We're setting up our coding lounge. We have a DJ booth. We've got a lot of exciting things going on. And actually, what I'm going to talk about today, it's not a story of what our experience is, but of course, quite a bit of it is going to be colored by my experience from Pumping Station One just because that's been my experience legally advising a hacker space. Now, before I get too much further, I want to do a short outline of what I plan to touch on in this talk. First of all, I'm going to discuss how to make your hacker space a legal entity because you do get a lot more protections as a legal entity than you did if you just got together with a bunch of your buddies rented a place and started hacking. The whole point of this is to do this legally and also in a way that protects you as much as possible. Second of all, I'm going to go into some special considerations of nonprofit hacker spaces. Not all hacker spaces run as nonprofits, but enough do and there are enough quirks that I felt like that it would be worth it to discuss some of that with you. Third, I'm going to talk about some of the issues that you get into when you're actually already together, already incorporated and looking for a physical hacker space, specifically zoning issues and leasing issues. And finally, I'm going to talk about liability concerns because as most of you probably know, a hacker space is pretty dangerous. You're gonna have tools there, you're gonna have people running around, they're gonna have the possibility of people messing around and possibly taking stuff and integrating it in their own projects if it's not marked correctly and you wanna try and protect yourself there so you're less likely to get sued out of existence. Of course, since I'm a lawyer, we like disclaimers. We like disclaimers because it makes sure that we're covered and it makes sure that I'm not going to get disbarred for anything that I do today. This talk is for informational purposes. It is not personal legal advice. It's not the same thing as going into an office, we're not signing any kind of retainer agreement. This does not make an attorney-client relationship, nothing that I say in this talk or in the Q&A is confidential. I have, of course, made every effort to make sure that what I'm telling you is accurate, but there's no way that I'm gonna touch on every possible hacker space-related legal issue in a 50-minute talk today. Finally, these issues, a lot of these are corporate formation issues. They're liability issues. Specifically, they're state law issues and not federal law issues. I'm only a licensed attorney in the state of Illinois. That means there are 49 other states that I am not licensed to practice law in. And if I try to tell you that I am a lawyer in any of these other jurisdictions, I would be lying. I would be practicing law without a license and Illinois would probably disbar me. Now that I've said that, what this talk isn't, you know, the doom and gloom, it's done, it's over, now I'll tell you what this talk is. I wanna introduce you to the most common issues that pop up when you're trying to start a hacker space and the most common ways that states treat them. Basically, what I'm trying to do is equip you to ask the right questions when you are starting or interacting with your hacker space. Some hacker spaces do have attorneys that are associated with them or some cities do have attorneys in their hacker community and a lot of them don't. You're gonna need to talk to a lawyer at some point when you're starting a hacker space and a lot of times you may end up talking to a lawyer that someone you know or someone that you know knows and you may end up talking to a lawyer who's through a local nonprofit, Legal Aid. They might not be familiar with how the law applies to a hacker space. So basically what I'm trying to do is help you find common ground with a lawyer who may not know what a hacker space is. So they can best advise you on the legal issues and you can best advise them on what you need, what questions you have, what bases need to be covered and what a hacker space is. First, going to talk about corporate formation. This is the very beginning. This is how you make your hacker space a real live entity. And now some of you might be thinking, incorporating is capitulating to the man. We're gonna be a big faceless corporation. This is not what you want a hacker space to be. But that's not true. Just because you've incorporated under the laws of state doesn't mean that you're going to be some big faceless corporation and not an entity that cares and that does cool stuff. No, not incorporating may be tempting. I don't wanna go through all this paperwork. I'm gonna get a place with my buddies and we can pony up enough money to keep this going right. We'll get some other people to come in. But as you can see with the silly little picture I posted, it's kind of a ticking time bomb. What if your hacker space goes in solvent in the middle of the term of a lease? Do you wanna personally be on the hook for that? Probably not. What if somebody cuts themself on the scroll saw, has to get some stitches and wants to sue you for getting hurt, sue you for their medical bills? You really don't want that to happen, do you? Once you incorporate whether it be a nonprofit or a for-profit, the first level of liability is not with you personally as a leader of the organization. It's with the organization as itself. If you incorporate, the organization becomes a person under the meaning of the law. And basically what that means is you can open a bank account under the name of your hacker space instead of the name of one of your members. You can sign a lease in the name of the hacker space instead of under the name of one of your members. You can take out insurance in the name of the hacker space. You can sue and be sued in the name of the hacker space. The debts of the hacker space stay with the hacker space and you are a lot less likely to be personally on the hook for any of that if you organize as a corporation. And so that's why I'm going to be going into so much detail about corporate formation today. Now there are several different kinds of corporate and corporate-like forms that hacker space is considered. I'm not gonna go into all of the crazy nitty-gritty tax law details, cause that's what a lot of it is is tax law, corporate law, and one that would bore you and two that would bore you. First of all, it is a nonprofit organization. It's obviously not for profit. Now what does that mean? It can't issue stock, can't pay dividends. You can't make an investment in a nonprofit hacker space and expect to get that back along with some kind of return. All money that the hacker space gets if it is a nonprofit has to be reinvested. I'm gonna go into that in a little more detail later because that is the core of what a nonprofit is. Instead of giving out its money as profits to its shareholders or profits to its members if it's an LLC, instead that goes back into the hacker space and has to go towards the hacker space doing more cool stuff. It is subject to various state laws. There's usually a nonprofit corporation's code or nonprofit corporation section in your state law that talks about who can be an officer, who can be a director, how many, if you have to have any annual meeting, how you have to take care of your minutes. One other thing with a nonprofit corporation is tax deductibility. I'll get into that a little while later too, but there is a federal process that you can go through to try to make your nonprofit hacker space donations tax deductible, which is nice because it'll get more people to give your hacker space money. Another corporate or corporate-like form is the traditional for-profit corporation. It can be public or private. There's a lot of SEC hoops to jump through, especially if you go public. You can issue shares of stock. You may pay dividends on the shares. Again, like a nonprofit corporation, it has to have officers and directors and articles of incorporation, bylaws. There's a lot of state corporation's law hoops that a corporation has to jump through. The one thing I'm gonna bring up for a traditional corporation just because that draws a line between it and an LLC, which I'll talk about next at its most basic level, is that it is taxed as an entity, and then any profit that a shareholder makes is taxed. The reason I bring that up is because a lot of people got pissed off about that over the last 10, 20, maybe 30 years, and a new form, limited liability company, also popped up. And that's another form that if a hacker space does not wanna go the nonprofit route, they consider. It is a for-profit entity. It's kind of a hybrid between a corporation and a partnership. The partnership is kind of sticky because you don't have to file with the state. You don't incorporate, and you don't get that nice liability protection with a partnership. If they sue the partnership, then it's out of your pocket. So a limited liability company does limit the personal liability of the partners in the hacker space if you get sued, and the entity itself is not taxed, only your personal draw, but it gets real messy. If you have more than a couple of investors, people are probably gonna be like, where's my stock certificate? You can issue those as a limited liability company. You have to have an operating agreement, and you want everybody's name on that, you want everybody's draw on that. It gets really complicated if you have more than a few people in that. So anyway, that's really all I'm gonna go through. I'm probably already boring you to tears with all this tax junk. If you're thinking of starting a for-profit hacker space and you're trying to decide between corporation and LLC, you really wanna talk to a tax lawyer, and by trade, I'm not a tax lawyer. Now, there are three things that you have to deal with to like three very basic things that you have to deal with in any of these forms to make it a legal entity. First off is an articles of incorporation. It sounds really scary, but it's really not. Most states, it's just a basic couple page form. You have to fill out the name of your corporation. One thing with that is you really wanna do a lookup on your state registry to see if your name has been taken. Because if the name of your hacker space is the same or confusingly similar to some other corporation that has already been incorporated in your state, you really can't pick that name. Not only is it not only is you can't pick the same one because they've already taken it, but if it's really close, you're opening yourself up to not only confusion with that other group, but possible, you know, crossed wires in the filing with a state, and that's no fun to deal with. But it's a pretty straightforward form. I mean, what you need to do is you need to get a certain amount of directors. Like for example, in Illinois, you have to have three directors to start your nonprofit corporation. They can stay the same or be changed or added to once you incorporate, but you have to have a few people on the form. You have to have a registered agent. So in case your corporation gets sued or in case the state needs to send you other forms or needs a demand annual reports from you, they have a contact person. That person has to live in the state. The only thing in the Articles of Incorporation that I've found to be really intensive as far as making sure that, making sure the members were all happy with it because it was very much not administrative, was you do have to have a mission statement. So before you file your Articles of Incorporation, you really need to talk to all of your members that are trying to get this hackerspace started and make sure that you have a mission statement on file with the state that you're all happy with and you can go from. You can always edit it later, but it's nice to get it right the first time. Now right after your Articles of Incorporation go through and you've got the Secretary of State stamp on it, you filed it with the county if you need to, because I know in Cook County you have to do that and that's not uncommon. Once you've filed it, you need to get an IRS employee ID number. Now I know you might be thinking employee ID number, we don't plan on hiring any employees, we're a hackerspace. It's kind of a misnomer. It's like a social security number for your organization and that link that I put up there, you can Google it or you can just jot down that link, it's five minutes. You go to that website, you get your number and that's great because once you have that number and once you filed with the state, you can get a bank account in your own corporate name. Why is that good? Cause then you can start collecting membership dues and get things rolling. You can start to get enough money to actually get that physical space, but you're not done yet. There's one other thing that you're required to have if you're an incorporated form and that's bylaws. You need to check with your state, but they're often not filed with the state, but you're required to have them. Like in Illinois the rule is we don't care what's in your bylaws, we just care that you have them. And they're important because they're the document that everybody goes back to for anything that involves how it runs. It talks about who can be an officer of the corporation? Who can be a director? How are your meetings run? How are your minutes taken? What's the point of your organization? What kinds of things do you do? Are you mostly educational? Are you mostly, you know, clubhouse to go and work on your projects? The bylaws are the document that, you know, five, 10, 50 years from now, the people in your hacker space are going to be looking at for guidance as to what it means to be your hacker space. Now, one weird thing is if it's an LLC, the terminology is a little different. You file articles of organization. It's not called a bylaws, it's called an operating agreement, but still you need to have the same kind of ducks in a row as far as, oh, sorry about that little, you need to have your ducks in a row as far as how you're gonna run your organization. Now, officers and directors. I mean, we all know that officers and directors are the leaders of your organization, but what's the difference? Well, corporations, both nonprofit and for-profit, need to have officers and directors, but the officers are kind of like the executive branch. You've got the decisions that have been made for how your organization is gonna run, what's gonna do, it's the officer's responsibility to make sure that what you say you're gonna do is done. Whereas the directors under the law, it basically falls to them to direct where the organization goes to decide what it's gonna do, to decide how it's going to proceed. And now, depending on how you write your bylaws, directors may have more or less authority. And for example, in Pumping Station One, directors as such don't have a whole lot of authority. I mean, all of the edits to the bylaws, all of the financial things that are passed, those have to be voted on by the members. Your hacker space may choose to do it that way, your hacker space may choose to do it differently. But basically the point is that the law holds the directors with the responsibility for what the organization does and how the purpose is supposed to be effectuated, whereas it's the capability of the officers to effectuate that purpose in practice. Now, question is who should your officers and directors be? My suggestion is that all of your officers, since they are responsible for making sure that all of the decisions about how the hacker space is going to operate are put into practice, they should all be active members of your hacker space. They should all be your day-to-day point people so that they know exactly what the members want, what the members need, how best to harmonize the demands of the members with the decisions that have been made possibly before certain members even got there. Like it's the officers responsibility to put that into harmony. The directors, you might have a little more leeway there. Some hacker spaces choose to make all of their directors active members of the hacker space. Some hacker spaces choose to make all of their officers directors. Some hacker spaces decide to have a mix on their board of directors, some being active members of the hacker space and some being possibly important people in your community that may not be in the hacker space day-to-day, but it may help your hacker space raise money. That's not something I can tell you one is better than the other. You need to discuss that with the members of your hacker space or your prospective hacker space. One other thing as far as who the officers and directors should be, you do need to check your state corporations laws to see what kind of rules that they have. Illinois is real lenient. As long as you're 18, you can be an officer or director in a non-profit. Some states may be just as lenient as Illinois, some may not. So that's another thing that you need to check on and if it's confusing, talk to a lawyer about. Now that I've gone over kind of the general considerations of incorporation, I'm going to get to some specific issues about how to get the most out of a non-profit. Now as I said before, reinvestment is the big requirement of a non-profit. Any money that goes into the non-profit must come back out to help effectuate the purpose of the non-profit. For example, oh, we have $16,000. Wouldn't it be awesome to buy a laser cutter? That's okay. You know, probably you have something in there being like building projects at your hacker space as part of your mission. Laser cutter helps you build cool things. That's perfectly cool. Oh, we have $16,000. Somebody gave us some money, we didn't have a loan agreement, but eh, we're gonna give it back to him and maybe a little more profit. Yeah, that's not okay. That's what a for-profit would do, but not a non-profit. You can't do that. Anything you get in dues, donations, whatever, has to be reinvested. You know, it can be like buying, buying laser cutters and tools. It can go towards the rent, the operating expenses, reimbursing people for funds that they, reimbursing people for funds that they put in. I mean, kind of the distinction I'm drawing there is if they did buy some, if they bought, you know, some lumber, some tools for the space, and by your bylaws or by the way you operate, people can be reimbursed for things they buy for the hacker space. That's fine, because that's operating expenses. You just can't be giving people profit or giving anyone kind of expectation of getting their donations back if that's not how you've structured your organization. Now we have the issue of non-profit purposes. There are different lists, federal and state, non-profit purposes. The federal list is actually very short, and that pertains to 501c3, which I'm going to get to later. 501c3 is the chapter of the tax code that deals with how your non-profit organization can become one in which donations are tax deductible federally. The full list of 501c3 purposes is charitable, religious, educational, scientific, literary, testing for public safety, fostering national or international amateur sports competition, and preventing cruelty to children or animals. Now I know some of those don't quite apply to hacker spaces, but generally, charitable, educational, and scientific purposes are the three that hacker spaces will consider using on their applications, and those are perfectly feasible. Like for example, Noisebridge in San Francisco. They already do have their 501c3. They just recently got their certification, which is really, really exciting to know that the feds have given a hacker space 501c3. Just great, because it paves the way for the rest of us. Now the state list is probably going to be a little longer. It's going to contain this charitable, educational, scientific, all of the stuff in the federal list, but often they have a little more. Depending on whether you want to go the federal route or not, it's your choice as to what purposes that you want to put in there, but you've got to have some of that language from your state and possibly the federal law in your purpose statement, or else you're not going to have a non-profit purpose and you can't be a non-profit. Now a few more words about 501c3. Not all non-profit organizations are 501c3, but one of the biggest things that they care about is that you're not doing political election activity. You can't participate in political campaigns if you want to be a 501c3. Now there's a limited amount of voter education issues education that you can do as an organization to be 501c3, it's kind of a thin line though. So if you're considering, if your hacker space is considering doing any kind of voter education type stuff, you'll probably want to talk to a lawyer to make sure that what exactly you're doing doesn't cross the line. It may be a good idea and may make things less complicated if you don't do any kind of voter education campaign type activity whatsoever. Now a thing to notice because I've actually talked to some people who've been worried about it, this doesn't restrict the members or even the officers and directors ability to be politically active. If you're a member of a 501c3 organization or a leader of a 501c3 organization, there's still a difference between your personal speech and the hacker space's organizational speech. The hacker space is an organization, can't wave signs and say vote for Joe Blow, he's great on this, that or the other tech related issue. You however can, even if your organization is 501c3. So there's not that worry about your speech getting curtailed if you pursue this nonprofit status. It's a little expensive to file for 501c3. It's $300 if you have less than $10,000 worth in gross receipts for a year and $750 if you do. And a hacker space is probably gonna be over that. I mean, take $50 a month. That's $600 a year for a member. 17 members are gonna put you over that $10,000 mark for the year. So yeah, it's probably gonna cost you $750 to file this. But it is beneficial to file within 15 months because the nice thing about that 15 month mark is that if you make your filing before that and they grant you status, people can retroactively make their donations that they've already made to you tax deductible. Now, while your application is pending, you wanna make sure that you're keeping good written records of all of these donations that are being made and what it's being used for because there is a lot of, there's a lot of compliance paperwork that you need to follow when you are 501c3. But the nice thing about that is if you jump through all those hoops, more people are gonna wanna give you money because they can deduct it from their taxes. Two other notes on 501c3 status before I move on. One, if you don't feel like you can file it within 15 months, you can file for a 12 month extension. If you file for that within the 15 months, then you have 27 months to get your application in and still make it retroactive. The other issue is dues. Dues are not deductible. What you pay to join a hacker space, even if it is 501c3, that's not deductible because you're getting something in return. You are getting the benefits of the membership to the hacker space. However, donations are, let's say you're paying your $50 a month to be in a hacker space but then you give them $1,000 aside from that. If it's 501c3, that $1,000 is deductible from your taxes whereas that $50 a month you're paying to be a member still isn't. The other considerations that you have to make for having a nonprofit are state law considerations because even though 501c3 is a little federal niche, a corporation is by its nature a state law creation. You may have to make charitable registrations. A lot of states have had problems with people saying, oh yes, we're a charity, give us money and it's really just a scam and someone runs off with your money. So in an attempt to try to protect that, a lot of state attorney general's offices have started charity registries. So you wanna get yourself on that at some point if your state has it. It's usually pretty easily accessible off of an attorney general's website to find out whether they have a charity register or not. Another issue that you may wanna discuss is state sales tax exemptions. Depending on the state, this should be hard. For example, in Illinois it is a lot more difficult to get a sales tax exemption for your organization than it is to get nonprofit status in the first place. So it may not be an automatic thing but it's worth looking into especially if your hacker space buys a lot of tools, buys a lot of materials as I'm sure most do. Another issue is charitable immunity. I'm gonna go into that a little later in liability but the long and short of it is there used to be a doctrine called charitable immunity. Basically that you couldn't sue a nonprofit. Over the last 80 years or so, it's been eroding and eroding and eroding and eroding and now most states don't have that. What's the practical implication for you? That means your hacker space is probably going to have to get insurance. One other consideration that you may have to make is whether to pay your directors or not to pay your directors. A lot of states have provisions if the directors are unpaid or if the directors are paid below some certain low threshold amount for their services. There's extra liability shielding provisions that make it a lot harder to sue a director who is serving gratuitously. So for this reason, you may not wanna pay your directors. I mean, even if your hacker space would have enough money to do that because hacker spaces are dangerous and it's nice to not get sued out of existence. It's also nice not to chill some of your most talented leaders from serving as directors because they're worried that they're gonna get sued if someone slips and falls. No, hit the end button and not the page down button. I'm sorry, somewhere. Now that we've talked about getting your corporation rolling, getting a nonprofit rolling, you're a legitimate entity. Now you want a space. It's really exciting to just get there, find the first space that you may wanna get your hands on, may be able to get your hands on and say, okay, we'll take it, but take a step back. There are some legal considerations that you need to consider to make sure that it's the right space for you. First off, zoning. Zoning is basically the set of city land use regulations. It usually covers two things, the building layout on the land and how the land or the building is actually used. Now unless your hacker space is in a position to get its own building built on a plot of land, you're probably not gonna have to worry about that the building needs to be set 10 feet back from the sidewalk and all that junk in the zoning code. That's, if you're lucky enough to get your own custom building built, more power to you and you are gonna have to worry about it, but most hacker spaces nowadays are not in that position. However, land use is a big one. Some cities are pickier on it than others, but it gets complicated because there is so much different stuff going on in a hacker space. Some may be just computers. Some may be just heavier woodworking and metalworking. Some are all over the place. I mean, at Pumping Station One, we have everything from coding to welding to woodwork to electronics work to sewing. I mean, it runs the gamut. So you're going to have to find a place that where all of those uses are permitted. Now usually the way a zoning code works is it's split up into use categories and sometimes subcategories. I mean, I'll use Chicago as an example, although this isn't too far off from other zoning codes I've seen. You know, there's a residential zone, a business zone, a commercial zone, and a manufacturing zone. The residential is, you know, it's pretty obvious. It's residential, you know, there are certain subgradients that allow for single family homes, apartments, that sort of thing. Residential is probably not gonna be a very good zone for your hacker space regardless of what you do. Now next is business. Business is, you know, it's business. It's shopping districts. And then, you know, some of the heavier business zones and the lower commercial zones will allow more or less light manufacturing to be there. Then business sort of grades into commercial. Commercial allows more manufacturing. Some of the lighter commercial zones allow business shopping offices as well, but it gets to be more along the lines of, you know, have your manufacturing, more loud machines, more pollution. And then manufacturing is, yeah, you probably shouldn't be living in this zone. You probably shouldn't be having your little shop in this zone. There's a big, loud factory right in your backyard. Hacker spaces, you know, probably something within the business or the commercial, depending on how your city grades the zoning, that's probably going to be what's right for you. Again, this can only be determined if you actually look at your zoning code, figure out how it's graded, and then compare the place you're looking at to what it's zoned on the zoning map. Some cities have their zoning maps online. Some you have to actually go to city hall to look at it, but it's worth it. Because otherwise, you know, you could be on the hook for, you know, hundreds, even thousands of dollars a day for non-conforming use fines. That would be no fun. And, you know, it's better to be safe than sorry, because really, if you have one hackaphobic alderman who finds out that your hacker space is using a non-conforming use, he could get you kicked out, he could get you fined, and you're gonna be in a lot of trouble, and you're gonna be on the hook for a lease that you can't finish, or that you can't do all the things you wanna do in. So it's worth looking in the zoning. The other thing that you're gonna have to consider when you're getting a hacker space set up, physically, is leasing. Now, first of all, I can't stress this enough. You want to be upfront with your potential landlord. They need to know that you are a hacker space. They need to know that you are planning on doing metalworking, if that's what you're planning on doing. They need to know that you're planning on coding, if that's what you're planning on doing. They need to know if you need internet access, three-phase power, any certain kinds of utilities that you plan on doing. So if they don't have it, you need to give them the opportunity to tell you that they don't have it, or that they won't put it in, or that they will put it in. Otherwise, you're not gonna get what you want out of the space, and the landlord is not gonna get what it wanted out of the tenant, so it's a two-way street. Second, read the lease. Get a lawyer to read the lease, get someone familiar with leasing, with property to read the lease, because if it's like any other lease I've ever seen, they don't say, hey, write a lease and I'll sign it. They say, here's the lease I've written, sign it. You can see the problem there. It was drafted by the landlord. It was drafted to protect the landlord's interests. It's not necessarily going to have all of the negotiations that you made with the landlord in there. So before you put your name on anything, you need to go through that with a fine-toothed comb. Make sure he didn't sneak any fees in there, and make sure you get what you want out of the lease, and negotiate it with him. If there's some fee in there that you didn't know about it, talk to him. If you know that it's a standard fee, then fine, it's not that surprising. If he says it's standard and you're not quite sure, talk to someone you can trust. You've got to make sure through this entire process. It's really, really easy to get lost in all of that mumbo-jumbo in the lease, but that's one place where they could totally screw you over. Another consideration to make is, do you want a short lease or do you want a long lease? The long lease gets the benefit of possibly locking in a lower rate for a longer amount of time, but the shorter lease gives you the benefit of moving somewhere else, if your space is too small for your membership in a year, two years, five years. Again, it goes down to making sure that the terms of the lease reflect the negotiations you've made, and the needs that your hacker space has. And don't be afraid to walk away. If you get a bad feeling about the landlord, if they're trying to force you into something that you don't actually want, there's other space in town. You will find a space that will suit you needs and a landlord that won't completely jerk you around. Just take the time to find it. One last consideration about the lease, you need to get the lease in your hacker space's name. This goes back to what I was talking to you before about incorporating. The benefit of that is the liability falls to the corporation, to the hacker space's name, and not to you. The same thing with the lease, the whole benefit of incorporating, is you can get the business, or you can get the space in its name. So if something happens, if you have to terminate the lease for some reason, that means that the money for any fees that you have to pay comes out of the hacker space's account and is a lot less likely to come out of your own. Finally, liability. Hacker spaces are dangerous. Plan for the worst. First of all, insurance. You need it. It just, boy, it's that simple. You need insurance. Like I said before, even if you're a non-profit, most states don't have charitable immunity anymore. If someone gets hurt, there is a chance that you're gonna get sued. Someone slips and falls, or if somebody breaks something on the building and the landlord wants to sue you for some reason, you need to have insurance protecting yourself against at least those two things. I mean, often it is a requirement of the leasing contract. They'll say that you need a million dollars in insurance against this, or a million and a half against insurance against something else. But even if it doesn't say it in the contract, it protects you to have it. Again, you need to be candid with the insurer, just like you were with the landlord. The insurer doesn't say it in the contract. It protects you to have it. Again, you need to be candid because the insurer needs to know, if you're planning on doing heavier woodworking, metalworking kind of things, yes, it may make your insurance a little more expensive than if you were just sitting in coding all day, but if somebody gets hurt on your saw and the insurer finds out that that's what they were doing, they're not gonna pay the claim. You're on the hook for it. So you need to make sure that they know what your hacker space is up to so everything that people are doing in there can be covered on the insurance. Finally, waivers. Now, waivers aren't perfect. This is why you need insurance. Just because somebody promises, oh, I won't sue you, doesn't mean that they'll make good on that promise. I mean, a lot of people don't read what they sign, and a lot of people are like, oh yeah, I'll sign anything. Just let me play with the welder. Just let me play with whatever you have. Let me climb on the loft. You need to make members and non-members sign a waiver. Anyone who walks into that hacker space before they do anything, preferably before they sit down, they need to sign a waiver. And there are several things that your waiver should cover. You may want to expand on this, given any experiences you may have or any other stuff your hacker space does, but at least you need to have them acknowledge that the space is dangerous. There's a lot of tools in there. You can fall, things happen. And if they acknowledge that it's dangerous, then you have that in writing that they've seen it at least once. You need to have them sign that they will take personal responsibility for safety. That they'll make sure to follow any of the rules posted, any of the safety rules posted in the hacker space. You need to make sure that they hold the hacker space harmless if anything happens. The promise not to sue. You probably want them to promise that they won't sue you if their stuff gets taken. Because even if people aren't being dishonest, stuff gets all mixed up in a hacker space. Maybe you don't put your name on it and they think it's from the free bin or it's been lying around for a while. Stuff gets appropriated for other people's projects and you don't necessarily want your hacker space to be on the hook if someone messed with someone else's circuit board. Finally, you want them to say that they're competent to sign the waiver. That they're 18 or over. That they're not too drunk or too high to make these promises. You want that in writing. And even if you decide that you do want to allow kids in your hacker space, this is not only something that you want to tell your landlord and your insurance company, but you want their parent to sign a waiver. Again, you need to make sure that all of your bases are as covered as possible. And you do want to use plain English on these waivers. I mean, people think, oh, it's in legalese, it holds more water, right? Probably wrong. As long as you have the, as long as you have that, you'll hold harmless the hacker space, that they're competent to sign. As long as you have just a couple of buzzwords in there, you want that to be in plain English. You want to be able to look if they sue you and say, hey, not only did they sign this, but it's in language that anyone who walks into a hacker space can ostensibly read and understand what they're signing off. Finally, a waiver is not a replacement for a culture of safety. You want to make sure that people know that these things are dangerous. You want to make sure that people are trained before they use the machines. You probably want to keep some kind of list of who is and who isn't trained to use the machines. You probably want to make it okay and encouraged in your hacker space to say, I don't think you're using that safely, stop. Hey, put some goggles on, that sort of thing. You want to make it okay there. Because, you know, signing a stupid little sheet of paper the first time that you walk in there, even though it helps legally cover yourself, that's not what's going to prevent accidents. What's going to prevent accidents is people knowing how to use everything safely and everyone in the hacker space being vigilant to make sure that the people around them aren't running around with a chainsaw. So, in conclusion, those are all of the issues that I told you at the beginning that I would talk about and hopefully I covered them. It's set an introduction to the things that you're probably going to face when you're doing a hacker space. I mean, I know I've been standing here for 45 minutes and I'm the lawyer, I'm kind of the professional killjoy, but this is stuff you need to think about so that you can, you know, kick back that you can know that your duck's in a row and have fun in your hacker space. And, you know, this is this is stuff to make sure that you as a leader of a hacker space won't be sued out of existence, that your hacker space won't be sued out of existence, that you're, you know, you can never, you can never say for sure, but it'll give you the best chance to stay functioning, stay happy, and keep your hacker space running. So, you know, that's that's kind of the end. I'm going to be having a Q&A or in the words of my law school con law professor, questions, comments, grievances, catcalls. Thank you.