Breadroot Cooperative
Board of Directors Monthly Meeting
Minutes
Date: Mar 19, 2018
Allotted Time: 5-6:30 pm
Location: Co-op Mezzanine
Called to order at 5:10PM
Present: Lindsey Hays (President), Dowell Caselli-Smith (Vice President), Tom Berry
(Treasurer), Pete Fischer, Karen Mielke, Karen Psiaki, Jeanne Berry, Jeffrey Thouron (General
Manager).
Guests: Dora Tilles
Minutes taken by Jeffrey Thouron, General Manager
Absent: Jennifer Benning, Kristi Langerak,
I. Approve agenda (1 min)
Unanimous.
II. “How is everyone doing?” (3 min)
III. Approve previous meeting’s minutes (Feb 2017) (5 min)
Motion by Karen. Dowell is 2nd. Unanimous.
IV. 2018 Board elections (5 min)
a. Nomination & election committee report – Karen P
Brenda Trace has withdrawn from nominee list.
b. Elections to start no later than Mar 21. Annual meeting (last day to
vote) is April 21.
V. Board Calendar & Agenda (30 min)
a. Board Education Discussion (5 min)
i. Monitoring the Manager (CBL 101 2016 reader pp 52-53 BOD
Held a lively discussion.
b. Evaluate board compliance of policy C2: Board’s Job (10 min)
i. Are we demonstrating accomplishment of a reasonable
interpretation of this policy?
Policy Compliance Report submitted by Executive
Committee.
Motion: The board finds itself in compliance with a
reasonable interpretation with policy C2 by Pete. Karen M
2nd. Unanimous.
c. Board’s annual report – progress update – Jennifer (5 min)
Tabled.
d. Member engagement (5 min)
i. Monthly newsletter goes out to membership: BOD to include a
message in each newsletter?
Good idea. Lindsey will write the first segment.
e. Annual meeting planning (5 min)
i. Discussion followed by an agreement on agenda items.
VI. Report from Jennifer on sustainability award application (3 min)
Tabled.
VII. Insurance and liabilities update, recommendations– Karen & Lindsey (10
min)
Tabled.
VIII. GM Items (15-min)
a. GM Compliance Report – discuss and vote to accept/reject (10 min)
i. B4: Membership Rights & Responsibilities
Motion by Pete, 2nd by Tom – General Manager is meeting a
reasonable interpretation of policy B4. Unanimous
b. Other GM items (5 min)
IX. Committee Items (20 minutes)
a. Finance Committee (10 min) – Tom
i. Monthly report
Tom submitted a verbal report.
ii. Other items
b. Executive committee report (5-min) – Lindsey
Discussed ELP-Insurance. Renew same D&O insurance. Nominees
for election posted by deadline.
Meeting adjourned at 6:05PM.
X. Next meetings
a. Executive committee meeting: Monday, April 9, 12-1 pm
b. Finance committee meeting: Monday, Apr 16, 4-5 pm
c. General Board meeting: Monday, Apr 16, 5-6:30 pm