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
- Approve Agenda (1-min)
Agenda approved
- “How is everyone doing?” (2-minutes each = 10min)
Checked in
- Approve Previous Meeting Minutes (1-min)
All approved
- 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
- Board Calendar & Agenda
- 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
- 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
- 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.
- Policy Compliance Reports
- Review “Decision Tree for Acting on Internal Monitoring Reports from the General Manager” (5-min) Reviewed.
- Policy B1 – Financial Conditions & Activities – August 2016
- Accept or Reject (10-min)
Jeanne motioned to accept GM report as in compliance with the policy register. Unanimous yes.
- Policy B3 – Asset Protection – September 2016
- Accept or Reject (10-min)
Jeanne motioned to accept as in compliance with the policy register. Unanimous yes.
- Policy B6 – Staff Treatment – October 2016
- 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.)
- Policy B1 – Financial Conditions & Activities – November 2016
- 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.
- Schedule Annual Review for GM (Pursuant to Policy D4) – Due by January 15th
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.
- 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.
- 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.
- 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.
- Schedule Next Meeting – Quarterly Meeting on January 23rd @ _:_ _ PM (2-min)
Quarterly Meeting on Monday January 23rd @ 4:30 PM pending input from Jennifer and Kristi.