Breadroot Cooperative

Board of Directors

Regular Meeting Agenda

Date: 12/8/2016

Allotted Time: 4:30 – 6:30PM

Scheduled Duration: 124-minutes

Location: Co-op Mezzanine

Attendance: Dowell Casseli-Smith (Chair), Jeffrey Thouron (GM); Jennifer Benning (Secretary); Jeanne Berry (BOD)

Meeting called to order: 4:44 PM

1. Approve Agenda (1-min)

Agenda approved

2. “How is everyone doing?” (2-minutes each = 10min)

Checked in

3. Approve Previous Meeting Minutes (1-min)

All approved

4. Create motion for selection of 2016 Tax Preparer (have been using Casey Peterson since the tax-crisis). The CPA also does our Adjusting Journal Entries for 2016. (5-min)

Motion to accept Casey Peterson for this year and go to bid in May of 2017

All approved

5. Board Calendar & Agenda
   1. Board Calendar Item: Yearly Reflection: “What have we learned?” “How can we integrate this learning, and lead into the future?” (10-min)

CBL101 is a great resource

Adoption of policy register

Conservative in debt: equity ratio

Financially in good shape

Adoption of financial reporting tools

Difficult time recruiting board members

Store is continuing to grow

Family Thrift is doing a remodel of their store

More general information on GMOs & Monsanto

Social media: More attention on more personal types of posts on Facebook

Many coops are not growing as rapidly as we are

Workshops attract people: moving forward, hosting workshops related to organic/natural foods

2. Board Calendar Item: D2: GM Accountability (5-min)

Motion: BOD will review the GM job description (Freedcamp/Board/General Manager/Contract) prior to the annual review of the GM and update to make it reflect Policy Governance for approval at the annual review

3. Discuss changes to Calendar format/items for 2017. (5-min)

Discussed. No motions. Items in calendar should be in Board Agendas.

Motion to meet monthly.

6. Policy Compliance Reports
   1. Review “Decision Tree for Acting on Internal Monitoring Reports from the General Manager” (5-min) Reviewed.
   2. Policy B1 – Financial Conditions & Activities – August 2016
      1. Accept or Reject (10-min)

Jeanne motioned to accept GM report as in compliance with the policy register. Unanimous yes.

3. Policy B3 – Asset Protection – September 2016
   1. Accept or Reject (10-min)

Jeanne motioned to accept as in compliance with the policy register. Unanimous yes.

4. Policy B6 – Staff Treatment – October 2016
   1. Accept or Reject (10-min)

Jeanne motioned to accept as in compliance with the policy register with the provision that we schedule time on a future agenda to discuss this policy. Unanimous yes. (Note: Dowell suggested we discuss modifying the policy register to request more data on salaries.)

5. Policy B1 – Financial Conditions & Activities – November 2016
   1. Accept or Reject (10-min)

This item tabled pending board members’ adequate home study and understanding. Hopefully will be taken up in a board meeting next week on Monday or Friday.

7. Schedule Annual Review for GM (Pursuant to Policy D4) – Due by January 15^th

Jennifer will notify availability for meeting on this next week. Further discussion found Monday or Friday will work best for Dowell and Jeanne next week.

8. Schedule Annual Review of Board of Directors

Tabled to meeting next week. Board members need to individually go over policy register items C1-C8 and

indicate yea or nay. Discuss and record in meeting next week.

9. Schedule CDS (Cooperative Development Services) Seminar – CBL101 Co-op Board Leadership for 2017

Jeanne and Dowell agreed to drive to Chicago July 8, 2017 for this training.

10. Orientation of Freedcamp (alternative to Wiggio – Note that Wiggio is scheduled to discontinue service, which makes this particularly important) (20-min)

Quick overview. Board members agreed to go to Freedcamp’s online tutorial.

11. Schedule Next Meeting – Quarterly Meeting on January 23^rd @ _:_ _ PM (2-min)

Quarterly Meeting on Monday January 23rd @ 4:30 PM pending input from Jennifer and Kristi.