Breadroot Cooperative

Board of Directors monthly meeting agenda


Date: October 16, 2017

Allotted Time: 5-7 PM

Location: Co-op Mezzanine


Meeting called to order 5:04 PM

Attendees: Lindsey Hays (President), Dowell Caselli-Smith (Vice President), Jennifer Benning (secretary), Jeanne Berry (BOD), Tom Berry (Treasurer), Karen Psiaki (BOD), Jeffrey Thouron (GM)

Kristi Langerak (BOD)


I.            Approve agenda (1 min) Motion to approve, All approved.

II.            “How is everyone doing?” (3 min)

III.            Approve previous meeting’s minutes (Sept 2017) (3 min) Motion to approve with noted changes, all approved.

IV.            Board Calendar & Agenda – Lindsey (25 min)

a.       Board Education (5 min) General comment: Linsey suggests the BOD read material prior to meetings and short discussion in meeting

i.      Producer Cooperatives

Board Monitoring (5 min)
i.      D1: Unity of Control, Motion to accept All approved.

Vote to approve updated BOD calendar through July 2018 – Lindsey (5-min) Motion to accept with changes, as noted. All approved.
Member engagement (10 minutes)
i.      Dowell letter about BOD Letter will be emailed to Jeffrey to go in newsletter

ii.      BOD bios on website – make sure yours is accurate with a photo. If not, send to Jeffrey ASAP.  Jeanne will write bio and Jeanne and Tom will send pictures to Jeffrey to upload

iii.      Per new board calendar, we are scheduled to plan BOD efforts at member engagement for the next year. Please bring 1-2 ideas for how you might want to engage. Jeanne will lead recipe collection for holidays (Jennifer and Kristi will help); Karen had more active engagement ideas; to be developed further in next meeting; Jennifer will draft a sustainability award application


Insurance and liabilities report and discussion – Karen (5-min)
Karen reports on knowledge gained so far re: employment practices liability and fiduciary liability coverage; Karen recommends that we check if State Farm policy includes HR and fiduciary coverage
GM Items (25-min)
GM Reports – discuss and vote to accept/reject
Kudos given to employee Lilly who will receive an award for her work helping homeless people.

i.      Quarterly membership apps acceptance & report, report on action/changes being taken to address YTD drop in membership revenue

·         BOD expressed concern over drop in membership, but will defer to GM on what to do about it.

·         Motion to accept new members, all approved.

ii.      Quarterly compliance and checklist report

iii.      B6 Staff Treatment & Compensation report

1.      Please be sure to review this report prior to the meeting. The decision tree we follow requires that we postpone a vote on acceptance/rejection of this report if all directors are not prepared to act.

The policy was reviewed and a motion was made to accept the report as demonstrating accomplishment of a reasonable interpretation of Policy B6.


Committee Items (60 minutes)
Finance Committee – Tom (15-min) Motion to accept treasurers report; approved, with 1 abstain by Karen
i.      Accept/reject 2018 budget; Budget needs to increase in external audit from $5000 to $11,000 for a meaningful audit; Motion to accept budget with this change; all approved.

Executive committee report (40-min)
i.      Audit Report – Tom (10-min) Current proposals were not for full audit; bids needed for full external audit

ii.      BOD recruitment – Lindsey (5-min)

iii.      GM employment agreement vote – Lindsey (30-min)

1.      The GM employment agreement put forth by the executive committee will be made available no later than Friday, October 13, and hopefully it will be available before then. Your president apologizes for the short turnaround time. Please make every effort to thoroughly review this before the BOD meeting on 10/16.

Motion to approve current proposal pending review of this proposal by an attorney and a vote to be called via email. All approved.

c.       Board Retreat minutes will be included in next meeting packet and will be voted on then

Adjourned at 7:02 PM


VIII.            Next meetings:

a.       Executive committee meeting: Monday, Nov 13, 12-1 pm

b.      Finance committee meeting: Monday, Nov 20, 4-5 pm

c.        General Board meeting: Monday, Nov 20, 5-6:30 pm