Breadroot Cooperative
Board of Directors monthly meeting minutes

Date: Monday May 21, 2018
Allotted Time: 5-6:30 pm
Location: Co-op Mezzanine

Attendees: Lindsey Hays, President, Dowell Caselli-Smith, Vice President, Tom Berry, Treasurer, Jeanne Berry (left early), Dora Tilles, Karen Mielke, Karen Psiaki, Jeffrey Thouron (GM)
Absent: Jennifer Benning, Pete Fischer

I. Approve agenda (1 min) Approved – unanimous
II. “How is everyone doing?” (3 min)
III. Approve previous meeting’s minutes (April 2017) (3 min) Unanimous
IV. Introductions
a. Welcome, Dora! (3 min)
b. Dora introduced herself. She has a lot to offer the board and we are happy to have her as a volunteer.

V. Board Calendar & Agenda (38 min)
a. Board manual distribution (5 min) Tabled. Manuals not ready yet. Jeffrey will let the board president know when the manuals are ready. Jeffrey was busy this week moving over furniture and fixtures that he purchased at a large discount from the Family Thrift store which has closed.
b. Board Education Discussion (10 min)
i. Eight key financial indicators
A short discussion took place
c. Evaluate board compliance of policy C4: Meetings (10 min)
i. The board finds per unanimous vote that we are demonstrating accomplishment of a reasonable interpretation of this policy, and adopts the description put forth by the executive committee and included in the board packet
d. Executive committee elections (10 min)
i. President: the board elected Lindsey Hays (unanimous)
ii. Vice President: Election tabled. Dowell volunteers to step up again but would prefer to let someone else take the role. Until the election is complete, Dowell (the current VP) remains in this role.
iii. Secretary: Jennifer agreed to stand for re-election as Secretary but she was not present so the vote was tabled. Until the election is complete, Jennifer (the current Secretary) remains in this role.
iv. Treasurer: the board elected Tom Berry (unanimous)

v. Committee elections:
1. The Executive Committee consists of president, VP, secretary, treasurer, and GM. No separate election necessary for this committee
2. Nomination & Recruitment Committee Chair: the board elected Karen Psiaki (unanimous). The president appoints Karen Psiaki per board recommendation. Karen Mielke will assist.
3. Finance Committee: Chair is the board Treasurer, Tom Berry. The president appoints Dowell and Lindsey (herself) to also serve on the committee.
4. Board Development Committee: the board elected Dora Tilles for committee chair (unanimous). The president appoints Dora Tilles for committee chair per board recommendation.
a. Please note: it was suggested that the board development committee charter be amended to include responsibility for coordinating and reporting on board yearly self-evaluation.
5. Member Engagement Committee Chair/committee election tabled
6. Coop Development Committee Chair/Committee election tabled
e. Member engagement (3 min)
i. Introduce 2018-19 BOD to membership
Due to Rachel Wester by 5/24. (rachelwester@breadroot.com)
Lindsey Hays to submit a report to Rachel by the deadline.

VI. GM Items (28-min)
a. GM Compliance Report – discuss and vote to accept/reject (15 min)
i. B1: Financial Condition
The board finds the GM as meeting the requirements set forth in B1: Financial Condition to a reasonable degree. Unanimous.
*It was noted by the BOD that Anna (front end manager) deserves commendation for her work that resulted in recruitment of so many new coop members
ii. B2: Planning & Budgeting
The board finds the GM as meeting the requirements set forth in B2: Planning & Budgeting to a reasonable degree. Unanimous.
*It was noted by the BOD that our GM demonstrates a commitment to excellence and deserves commendation
b. NCG update (5 min)
The coop was visited by a staff member of the NCG who was impressed with what she saw and is going to recommend to the decision makers at the NCG to approve our application when we next submit it.
c. Adjusted budget for 2018 – board approval (5 min)
A motion was made to approve page 1 of the proposed adjusted budget (included in board packet) that focuses on operating costs and strike all elements of the loan and physical plan for improvement that would be financed by the loan, pending finance update. Specifically, what should be struck out are under the headings, “cash out from investing activities” and “Cash in from finance – proposed shared capital coop loan.” All other components of page 2 are ok. Motion approved- unanimous.
*Note: Jeffrey was able to purchase many of the items that appeared in the proposed revised budget second hand for a significant discount, requiring the board to ask him to re-evaluate his financing needs before the board approves his updated plan. This is why there was such a caveat to the approval of the revised budget.

d. Community engagement update (3 min)
So much going on! Per GM:
• Soon, Breadroot will serve as a donation site for shoppers to bring their homegrown produce so it can be distributed through Feeding SD to families in need. Breadroot staff also plan to volunteer at Feeding SD.
• Breadroot hosts a semi-regular food donation station to collect food for hungry School of Mines students –donations to be solicited from shoppers when the student pantry communicates a need.
• Breadroot will soon be offering our mezzanine space to local organizations for meetings.
• Staff has upcoming training with Sunrise Hives.
• Staff will be giving away bananas along with the team at Sol Yoga at the Rapid City Farmers’ Market.
• Breadroot is sponsor for TEDx Rapid City on June 20th, and will host a booth at the event

VII. Committee Items (15 minutes)
a. Finance Committee (10 min) – Tom
i. Monthly report submitted, stored in Freedcamp. Discussed report. Highlights include that the coop remains overall in good financial shape. April net income is lower than projected due to some one-time expenses landing this month, including income tax, patronage disbursements, tax prep expenses, and annual insurance costs. Expect net income to meet (updated) budget by year’s end.
b. Executive committee report (5-min) – Lindsey
i. Nothing to report at this time

VIII. Next meetings
a. Executive committee meeting: Monday, June 11, 12-1 pm
b. Finance committee meeting: Monday, June 11, 4:30 pm
c. General Board meeting: Monday, June 18, 5-6:30 pm

The meeting was adjourned at 6:35 pm.