BREADROOT NATURAL FOODS COOPERATIVE

Board Agenda for January 18, 2016

Meeting called to order: 7:27 PM

i.        Beth has resigned from the Board of Directors

ii.      Present: Jeffrey, Dowell, Karen, Rebekah, Jen, Jennifer

iii.    Recurring items

a.      Introduce Guests: No Guests

b.      Review and approve previous minutes

i.  October 19, 2015 minutes need to be updated to reflect Rebekah’s resignation as Vice President: All approved; Note: Secretary to revise

ii.                         Approval of 11-21-2015 BOD training minutes: All approved

iii.                      Approval of 12-16-2015 BOD strategic planning minutes: All approved

c.      Report on Cooperative Board Leadership 101 training (Karen, Dowell and Jeff)

  • www.cdsconsulting.coop has online materials relevant to the BOD
  • 15 Co-ops from Minneapolis, ~20+ co-ops at training
  • 4 Pillars of Cooperative Governance: packet passed out for reading
    • Accountable Empowerment
  • Ten Principles of Policy Governance: packet also passed out for reading
    • BOD should act as “one voice”
  • “Duty of Care” discussed also

d.      Finance Committee Report (Karen)

i.  Move to approve: Bank signature authorization for: Karen, Dowell, Jeffery, Jen

  • All approved

ii.                         Financial status report

e.      Marketing Committee Report (Beth)

  • Rebekah discussed option to work with community garden; Rebekah will work with Jeffrey to discuss feasibility

f.        Nominating Committee Report (Jennifer)

  • Need to include working members
  • nominations posted in the store Feb 24; nominations by signature by March 10

g.      Manager’s Report

i.  Compliance Report

ii.                         GM 2015 Annual Report

  • One discussion for BOD for future is leveraging our assets; what to do with the mezzanine

iii.                      Membership report and approval of new members: All approved

iv.                       NCG update: Applied for membership again; will be decision in April

v. GM request for extended time off in May 2016

  • Staff are capable of filing role
  • Motion to approve: All approved

iv.     Old Business

a.      GM performance review

i.  Annual Job (Description) Performance Review (Dowell)

  • Suggestion that future bonus reflect profits: future KPI’s can be adjusted
  • All approved annual review and bonus for GM

ii.                         QIV KPI review by BOD: All approved

iii.                      Q1 KPI’s for 2016

  • Discussion that in future, approve quarterly KPI’s prior to quarterly meeting
  • Item 2 should be changed to reflect that Jeffrey meets with Karen to draft strategic plan
  • Table discussion to be revised and posted by the end of the week, to be voted on via Wiggio by Jan 25.

iv.                       Future quarterly reports will be reviewed by Executive Committee and reported to BOD: withdrawn due to wording in GM’s contract

b.      Board performance review update (Dowell): Dowell will analyze results and post to Wiggio

c.      Annual meeting discussion

i.  Date or range of dates: April 24 (Sunday): All agreed

ii.                         Committee selection for planning: Karen, Rebekah

iii.                      Meeting time and location for committee meeting: will be done via Wiggio

d.      Approval of revised vision and mission statements (Strategic Planning meeting minutes 12-16-2015): All approved

v.       New Business

a.      Executive Committee Motion: Resolved that approval of minutes should be accomplished by electronic voting within one week of posting and confirm the approval in the following meeting until bylaws can be changed to reflect this update. All approved.

b.      Patronage

i.  Select a Committee to develop policies: Jeffrey, Karen, Jennifer, Jen

ii.                         Charge committee with: developing suggested rules for who (eg., joint accounts, fully vested) gets what, when in what form.

iii.                      Develop a plan with a timeline for informing staff, members, and the public. Needs to be finalized for the April Board meeting.

c.      Board member discount: Resolution pursuant to Article 4.12 for serving on the board: Board members are to receive the same discount (in store purchases and special order) that are available to staff. 3 vote to approve, 1 abstain: passed vote

 

 

Next Meeting April 18 at _____5:30 pm_______. Or, _________________________________________ .

 

Adjourn: 9:41 PM