Breadroot Natural Foods Cooperative




Minutes for Special Meeting (at Co-op)


February 28, Called to order 4:32 pm


Attendance: Jennifer Benning (Sec), Karen Lambert (Treasurer, by phone conference), Dowell Caselli-Smith (President), Jeffery Thouron (GM) Absent: Rebekah Dargatz Costello (misunderstood time and came at 5:45 after adjournment)


Agenda Items

1.      Introduce any guests.

a.     No guests

2.      Check in with each other. (5 minutes)

3.      Accept time limits for agenda items. (3 minutes)

a.     All approved

4.      Approve minutes from January 18, 2016. (3 minutes)

a.     All approved

5.      Accept minutes of the Finance Committee meeting of February 9, 2016 and enter into the board records. (Karen) (3 minutes) And approved revised Budget for 2016. (10 minutes)

a.     Finance Committee meeting minutes from Feb 9, 2016 approved by all

b.     Revised budget for 2016 approved by all

6.      Report from the Nominations Committee (Jennifer) (3 minutes)

a.     Recommendations are that Board members up for re-election should not be on the Nominating Committee: We agree that with low numbers of board members currently, this is not possible.

b.     Dowell Caselli-Smith, Karen Lambert, and Jennifer Benning are up for re-election and all would like to run for re-election.

c.      All candidates should sign a conflict of interest form prior to the election.

d.     We recommend that all candidates should sign the Code of Conduct Agreement and Board Policies and Plans prior to the election.

e.     Nominees:

i.  Jeanne Berry: education, nutrition, co-op experience, Dowell and Jeffery have interviewed her

ii.                        Kristi Langerak: Works at VA in Sturgis, has not been interviewed yet

iii.                      Zach Ickes: Self employed, General Contractor, Rotary, has not been interviewed yet

iv.                      Jay Davis: retired attorney, was an original member of the board, community organizer, has not been interviewed yet

f.        Need to meet or email to approve nominees and post at store

g.     Report of nominating committee approved by all


Items Proposed by Karen:

1.      Adoption of Patronage Rules developed and shared by the Patronage Committee through Wiggio on February 8. (12 minutes)

a.     All approved adoption

2.      A motion to put before the owner/members a change of the board from 7 members to 11 as discussed in the fall planning meeting. (10 minutes)

a.     We will put forth a motion for the amendment of the bylaws to the general membership that Article 4.2 should be revised to allow a minimum of 7 and a maximum of 11 active board members. Notes:

i.  Only 7 members will be elected in 2016, as per existing bylaws

ii.                        The board may appoint up to 4 additional members through the year, with terms of 1 or 2 years, so that no more than half of the membership will be elected in any given year.

b.     All approved to put forth the amendment


Items Proposed by Dowell:

1.      Adoption of the Ends policy posted to Wiggio February 10, 2016. (See explanation notes on Agenda.) (15 minutes)

a.       All approved adoption

2.      Adoption of the Policy Register posted to Wiggio February 10, 2016. (See explanation below.) (15 minutes)

a.       All approved, with noted amendments concerning agenda timeline.

b.      C5, number 7: Calls for a director to be removed from the board for not following the code of conduct policy by 2/3-majority vote: This will be put forth to the general election vote as an amendment to the current bylaws.


Meeting adjourned at 5:41 pm