Breadroot Cooperative
Board of Directors monthly meeting minutes

Date: Monday September 17, 2018
Allotted Time: 5-6:30 pm
Location: Co-op Mezzanine

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

Meeting called to order at 5:05 PM

I. Approve agenda (2 min) Motion to approve agenda with addition to Executive Committee report. All approved.
II. “How is everyone doing?” (3 min)
a. Welcome, Kelsey!
III. Approve previous meeting’s minutes – Aug 2018 (2 min) Motion to approve last month’s minutes. All approved.
IV. Coop member time (5 min) No coop members
V. Board Calendar & Agenda (25 min)
a. Board Education Discussion (10 min)
i. Financial monitoring and auditing overview GM discussed BOD Fiduciary Responsibility is enacted through Policies B1, B2, and B3 and through responsibilities of Finance Committee
b. Evaluate board compliance of policy C8: Governance Investment (15 min) Motion that board is demonstrating a reasonable interpretation of the requirements of Policy C8. All approved.
c. Member engagement
i. Thanks to everyone who made it to the coop on member appreciation day!
ii. Dora volunteered to write the September article. Thank you!
Due to Rachel Wester by 9/24 (rachelwester@breadroot.com)

VI. GM Items (25-min)
a. GM Compliance Report: B3 – asset protection (15 min) Motion that GM is demonstrating a reasonable interpretation of the requirements of Policy B3. All approved.
b. Current events/external exposure report (10 mins)
i. Road construction 1 week road closer resulted in 16% sales decline
ii. External events: Revel Coffee event with Breadroot table on Saturday Sept 22, Table on Oct 3 in store for Caffeine Cruise

VII. Committee Items (25 minutes)
a. Finance Committee report (10-min) – Tom
i. Monthly report Lindsey presented report on Tom’s behalf
b. Executive committee report (5-min)
i. LH attending Small & Strong conference Oct 27
ii. Discuss check signing ability for the operations manager Motion that the BHFCU authorization form be updated to the following levels of authorization, with a suggestion that the BOD will investigate conducting background checks for those with access. Motion carries, one opposed.
• Jeffrey Thouron, General Manager, Authorization Level 1, # of Signatures to Borrow 2
• Anna Lopez, Operations Manager, Authorization Level 3, # of Signatures to Borrow N/A
• Jennifer Owen, Bookkeeper, Authorization Level 4, # of Signatures to Borrow N/A
• Lindsey Hays, Board President, Authorization Level 1, # of Signatures to Borrow 2
• Dowell Caselli-Smith, Board Vice-president, Authorization Level 4, # of Signatures to Borrow N/A
• Tom Berry, Board Treasurer, Authorization Level 1, # of Signatures to Borrow 2

c. Nominating & Recruitment Committee report (5 min) – Karen P. Report presented
d. Board Development Committee report (5-min) – Dora Report presented.

VIII. Board Retreat
a. Saturday, Oct 20 9 am-1 pm (includes potluck lunch) at the Berry’s home
b. Will discuss the coop’s mission, vision, and next steps
c. Will set aside time for committees to meet, brainstorm, plan
d. President to prepare a retreat packet sent out at least one week prior to retreat.
e. Tom volunteers to host a hike afterward for anyone who is interested

IX. Next meetings
a. Executive committee meeting: Monday, Oct 8th, 3:30-4:30 pm
b. Finance committee meeting: Monday, Oct 8th, 4:30-5:45 pm
c. General Board meeting: Monday, Oct 15th, 5-6:30 pm
d. Board retreat: Saturday, Oct 20 9 am-1 pm

Meeting adjourned at 6: 28 PM