Breadroot Cooperative

Board of Directors monthly meeting minutes

Date: Monday Feb 18, 2019

Allotted Time: 5-6:30 pm

Location: Co-op Mezzanine

Meeting called to order: 5:05 PM

Attendees: Lindsey Hays (President), Dowell Caselli-Smith (Vice President), Dora Tilles (BOD), Jennifer Benning (secretary), Karen Psiaki (BOD), Elliott Warshaw (BOD), Kelsey Murray (BOD)

Absent: Jeanne Berry (BOD), Tom Berry (BOD), Peter Fischer (Treasurer), Jeffrey Thouron (GM)

  1. Approve agenda (2 min) Motion to approve the agenda. All approved.
  2.  “How is everyone doing?” (3 min)
  3. Approve previous meeting’s minutes – Jan 2018 (3 min) Motion to approve.  5 voted to approve, 2 abstained (due to absence).
  4. Coop member time (5 min) No members in attendance.  
  5. Board Calendar & Agenda  (27 min)
    1. Announcement that Jeanne and Tom Berry have resigned from the BOD Jeanne and Tom have submitted a resignation from the BOD.  They have bought a house outside of the state and will only be in the state less than half of the year.  The BOD appreciates their service.  Motion to accept resignation.  All approved.
    1. Board Education Discussion (swapped Feb & March topics) (5 min)
      1. Monitoring the GM  Discussion over how to evaluate the GM.  A suggestion was made to create a spreadsheet that would be updated with the BOD evaluation of policy compliance reports throughout the year.  Lindsey will create this when she develops the new calendar.
    1. Update on current board members (5 min) Lindsey, Karen P, Elliott, Kelsey are up for re-election
    1. Evaluate board compliance of policy C1 (5 min)  Some discussion on how the BOD could actively move the coop upward and outward.  Motion that we accept this report as demonstrating compliance with Policy C1.  All approved.
    1. Evaluations (10 min)
      1. Approve GM annual evaluation (see packet)  (5 min) The evaluation letter was read.  Motion to approve.  All approved.  Addendum: GM and Lindsey created a process for staff to anonymously evaluate GM. Workplace safety received the lowest score, but it was still satisfactory.  Staff suggested that possibly more safety training could be provided, but they acknowledged that efforts to date by GM have been appreciated; this has been shared with the GM.
      1. BOD self-evaluation (5 min)
        1. Individual self-evaluations are due to Lindsey by Sunday 2/17 at noon  Some items received lower scores.  One is that continued education and training is recommended.  Diversity of the expertise of BOD could be improved.  All BOD members, except the newest, Elliott, has attended CBL 101 training. Note that there is some concern over BOD president burnout, since all BOD comments for the GM must be communicated solely by the President. 
    1. Member/community development/engagement: new procedure (2 min)       
      1. See new procedure in meeting packet
  6. The Executive Committee recommends that starting with 2019 board elections, election of board officers for the coop should be provisional, pending positive results of a background check following the election (10 min)  Discussion that the background checks should only be for officers with signatory power.  Motion that we accept, in principle, criminal background checks for the President, Vice President, and Treasurer starting with the new officers that are elected and to be completed by April.  All approved.   
  7. Proposal to add to Cooperative Governance policy B6 (10 min):

1. E. Conform to industry and HR standards for type and size for business

a. If approved, the president will request a special B6 report from the general manager to include data, which will be reviewed by the board in order for the board to determine if the GM is meeting this new requirement Lindsey recommends that we add the report and that we make a BOD motion to have Dora review the HR policies and procedures, as an expert in the field.  Motion to add to the Cooperative Governance Policy B6 item 1E. “Conform to the industry and HR standards for type and size for business.” Further discussion over the best method to ensure the well-being of the coop and its employees.  Motion to amend to include an HR audit every 5 years.  Motion to add Policy B6, 1.E. “Conform to industry and HR standards for type and size for business” and add Policy B6, item 6, “GM must provide for an HR audit every 5 calendar years.” All approved.

Motion that Dora Tilles reviews the Coop’s HR Policies and Procedures Manual and Employees’ Handbook.  Following the review of named documents, Dora will present a comprehensive to the BOD.  All approved. 

  • GM Compliance Reports: Review and vote to accept or reject GM reports B1 and B9 (10 min)  Motion that compliance report B1 demonstrates a reasonable interpretation of Policy B1. All approved.

Motion that the compliance report B9 demonstrates a reasonable interpretation of Policy B9. Motion passes – 6 approved, one objected.

  1. Committee Items (21 minutes)
    1. Finance Committee monthly report  (5 min) – Pete Report was presented by Elliott and Lindsey.
    2. Executive committee report (3-min) – Lindsey
      1. Looking into CBLD program with CDS consulting Lindsey discussed CBLD. Motion to ask the GM to prepare a proposed budget that would include CBLD.  All approved.
  1. Nominating & Recruitment Committee report (5 min) – Karen P.  Ask that display for voting be made more visible.
  2. Board Development Committee report (5-min) – Dora No updates.
  3. Formation of ad-hoc building committee (3 min) – Lindsey Motion that an ad-hoc committee be formed to negotiate the lease and Elliott should chair.  All approved. 

Meeting adjourned at 6:39 PM.

  • Next meetings
    • Executive committee meeting: Monday Mar 11th  4:30-5:30 pm
    • Finance committee meeting: Monday, Mar 11th ,5:30-6:15 pm
    • General Board meeting: Monday, Mar 18st  5-6:30 pm