Breadroot Cooperative
Board of Directors monthly meeting agenda

Date: Feb 15, 2018
Allotted Time: 5-6:30 pm
Location: Co-op Mezzanine

Meeting called to order 5:04 PM
Attendees: Lindsey Hays (President), Dowell Caselli-Smith (Vice President), Jennifer Benning (secretary), Jeffrey Thouron (GM), Karen Mielke (BOD), Peter Fischer (BOD), Anna Lopez (Floor Manager), Karen Psiaki (BOD – via Skype), Brenda Trace (BOD – via Skype)
Brenda Trace (BOD), Kristi Langerak (BOD – joined at ~5:30 pm via Skype)
Absent: Jeanne Berry (BOD), Tom Berry (Treasurer, BOD)

I. Approve agenda (1 min) Motion to approve. All approved.

II. “How is everyone doing?” (3 min)

III. Approve previous meeting’s minutes (Jan 2017 BOD) (5 min)
a. Via Freedcamp, Dowell has suggested the following: At XII A. 2–Add “Also motioned and approved that 20% of the Patronage allocations will be paid out to members as store credits.” Motion to approve with noted corrections, as discussed. All approve.

IV. Training opportunities (3 min) – Lindsey Please check into CBL Training opportunities.

V. Report and recommendations from Kristi: updating new director orientation guide (3 mins) Minor updates were suggested.

VI. GM job description – Karen (3 mins)
a. Board votes to approve new job description
Motion to approve. All approved.

VII. 2018 Board elections (10 min)
a. Nomination committee report
i. Committee presents list of nominees that will go on the ballot
1. Committee reports on Dora Tilles application
Leslie Rodriquez was interviewed and does not want to serve on the BOD at this time, but would be interested in helping with outreach
ii. Nominees must be presented to the membership no fewer than 60 days prior to the annual meeting/final day of voting. Nominees should therefore be posted no later than the Feb 19th BOD meeting.

VIII. Board Calendar & Agenda (20 min)
a. Board Education Discussion (5 min)
i. Policy Governance
b. BOD self-evaluation (5 mins)
i. Dowell/Lindsey presents summary of self-evaluation results
ii. Brief discussion
c. Board and staff evaluation of the GM (5 minutes)
i. Dowell/Lindsey presents summary of results Overall, very positive evaluations; some staff would like the opportunity to have more open-ended questions.
Motion that GM should receive his full bonus, as per GM contract. All approved.
ii. Brief discussion
d. Board Monitoring (5 min)
i. C1: Governing Style. Motion that BOD is fulfilling the requirements of Policy C1 in a reasonable interpretation of the policy. All approved.

IX. Annual report to members (5 min)
a. Need to send out to members between April 1st and 10th.
b. Who volunteers to create the report? President will contribute an article and GM will provide data and support. Financials and announcement of manager meeting. Jennifer will send reminders for submissions and organize compilation of the report.

X. Report from Kristi on January member engagement (3 min) Kristi will plan to reschedule.

XI. Report from Jennifer on sustainability award application (3 min) No updates at this time.

XII. Insurance and liabilities update – Karen (5 min)
a. Karen reports on progress/knowledge gained re: employment practices liability and fiduciary liability coverage, recommends next steps. No updates at this time.

XIII. GM Items (20-min)
a. GM Compliance Report – discuss and vote to accept/reject (10 min)
i. B1: Financial Condition. Motion that GM is complying with Policy B1 to a reasonable interpretation of the policy. All approved.
ii. B9: Succession. Motion that GM is complying with Policy B9 to a reasonable interpretation of the policy. All approved.
b. GM report on audit experience, takeaways, response to audit (10 min)
The BOD commends Jeffrey for his diligence and cooperation in completing this review and taking immediate action on corrections suggested.
XIV. Committee Items (8 minutes)
a. Finance Committee (5 min) – Jeffrey, subbing for Tom this Month
i. Monthly report
ii. Further audit discussion
b. Executive committee report (3-min) – Lindsey No meeting was held.

XV. Next month’s meetings
a. Executive committee meeting: Monday, Mar 12, 12-1 pm
b. Finance committee meeting: Monday, Mar 19, 4-5 pm
c. General Board meeting: Monday, Mar 19, 5-6:30 pm