Breadroot Cooperative
Board of Directors monthly meeting minutes

Date: Monday August 20, 2018
Allotted Time: 5-6:30 pm
Location: Co-op Mezzanine

Attendees: Dowell Caselli-Smith (Vice President), , Tom Berry (Treasurer), Peter Fischer (BOD), , Karen Psiaki (BOD), Jennifer Benning (secretary), Jeffrey Thouron (GM), Karen Mielke (BOD), Dora Tilles (BOD), Kelsey Murray
Absent: Lindsey Hays (President), Jeanne Berry (BOD)

Meeting called to order at 5:05 PM

I. Approve agenda (2 min) Motion to approve. All approved.
II. Discussion of Nominating and Recuitment Committee. Motion to nominate Kelsey Murray as a BOD member. All approved.
III. “How is everyone doing?” (3 min)
IV. Approve previous meeting’s minutes – July 2018 (2 min) Motion to approve. All approved.
V. Coop member time (5 min)
VI. Board Calendar & Agenda (30 min)
a. Board Education Discussion (15 min)
i. Policy Governance
b. Evaluate board compliance of policy C7: Committee Principles (12 min) Motion that the BOD is meeting a reasonable interpretation of the requirements of Policy C7. Executive Committee requests that a brief summary of all committee meetings be prepared for inclusion in the monthly meeting packets. All approved.
c. Member engagement (3 min)
i. Who will write this month’s article for the newsletter? Topic?
Due to Rachel Wester by 8/24 (rachelwester@breadroot.com) Dowell will interview Dora for the newsletter. Dora will write the September article.
VII. GM Items (20-min)
a. GM Compliance Report: B1-Financial Condition (10 min) Motion to accept the GM report as meeting a reasonable interpretation of Compliance Policy B1.
b. Current events/external exposure report (5 mins) Collecting extra produce for Feeding South Dakota; Staff has volunteered time with Feeding South Dakota – if BOD members would like to contribute, contact GM; part of Downtown Rapid City; Member appreciation day is September 15 – contact GM if interested in volunteering.
i. Road construction
c. Master plan update (5 min)

VIII. Committee Items (25 minutes)
a. Finance Committee report (10-min) – Tom
i. Monthly report Tom delivered report.
ii. Board budget
b. Executive committee report (5-min) – Dowell delivered report. Discussion of committees and request for brief monthly reports.
i. GM Compensation Update Discussion of how GM compensation will be handled.
c. Nominating & Recruitment Committee report (5 min) – Karen P. Report by Karen P. included nomination of Kelsey.
d. Board Development Committee report (5-min) – Dora Dora delivered report. Motion to approve Dora, Karen M., Jennifer to attend CBL 101 on September 22.

IX. Next meetings
a. Executive committee meeting: Monday, Sept 10th, 3:30-4:30 pm
b. Finance committee meeting: Monday, Sept 10th, 4:30-5:45 pm
c. General Board meeting: Monday, Sept 17th, 5-6:30 pm
d. Discussion of date for BOD retreat – Tom will check with Jeanne.

Meeting adjourned at 6:30 PM