BREADROOT NATURAL FOODS COOPERATIVE

Board Minutes for April 18, 2016

Meeting called to order: 5:30 PM

i.         Beth has resigned from the Board of Directors

ii.        Present: Jeffrey Thouron (General Manager), Dowell Casseli-Smith (Board Chair) , Rebekah Dargatz (Board Member), Jennifer Benning (Board Secretary)

Karen Lambert (Board Treasurer) called in for meeting; some call drops occurred

iii.       Recurring items

a.       Introduce Guests: Owen Benning-Kruse

b.       Review and approve previous minutes (January 18 and 29)

  • All approved

c.        Finance Committee Report (Karen)

i.   Move to approve finance Committee Minutes

ii. Financial status report

d.       Nominating Committee Report (Jennifer)

  • Concern that we need to follow up with board member nominees
  • Karen volunteered to call nominees before annual meeting

e.       Manger’s Report

i.   Compliance Report

  • Need the compliance report sent out before September

ii. Q1 Report

iii. Membership report and approval of new members

  • Up 150 new members from this time last year
  • Motion to approve new members; all approved

iv.                        NCG update

  • Membership application has been suspended by NCG, so it has not been approved yet

v. GM request for extended time off in June/July 2016

  • June 21 – July 28 requested
  • Motion to approve; all approved

iv.      Old Business

a.       GM performance review

i.   QI KPI review by BOD

  • Motion to approve $250 bonus per KPI for Q1 (for a total of $1,000 bonus in QI); All approved

ii. Proposed Q2KPI’s as accepted by Executive Committee

  • Motion to accept to GM QII KPI’s; all approved

b.       Board performance review update (Dowell)

  • Results of performance review were on low end
  • Suggest reading articles from Dowell
  • Suggest a special board meeting to be scheduled after annual meeting

c.        Annual meeting discussion

i.   Date of Sunday April 24.

d.       Committee report on the planning/Agenda (Karen)

e.       Status of approval of minutes by electronic voting within one week of posting.

          Reminder to board to review within one week of posting.

f.         Patronage

i.   Committee to report on progress with policies: Jeffrey Thouron, Karen Lambert, Jennifer Benning, Jen Pearl

          Follow up to engage members

ii. Development of suggested rules for who (eg., joint accounts, fully vested) gets what, when in what form.

          Rules were approved at Feb special meeting

iii. Development of a plan with a timeline for informing staff, members, and the public. Needs to be finalized for the April Board meeting.

v.        New Business

a.       Create goals associated with the Board Review and Leadership for the new board

b.       Approval of renewal of the officers/directors liability insurance.

          Board would like a tutorial

          Motion to accept; all approved

c.        Orientation of new Board Members

i.   Who will do? Existing BOD

ii. Suggested dates and times: Will plan after election with new BOD

iii. Issues to be covered: policies, function of BOD

          Executive Committee will plan a retreat

d.       Current Board plans for CBL training

    The best date for those present is September 24 in Sacramento

          Jennifer left at 6:49 PM

          Meeting adjourned at 6:55 PM