Breadroot Cooperative

Board of Directors monthly meeting agenda Minutes


Date: November 20, 2017

Allotted Time: 5-7 PM

Location: Co-op Mezzanine


Meeting called to order 5:03 PM

Attendees: Lindsey Hays (President), Dowell Caselli-Smith (Vice President), Jeanne Berry (BOD), Karen Psiaki (BOD), Jeffrey Thouron (GM), Kristi Langerak (BOD), Branda T(BOD)



I.            Approve agenda (1 min)

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

III.            Approve previous meeting’s minutes (Oct 2017) (3 min) Motion to approve, all approved

IV.            Board vote (5 min)

a.       See Karen Mielke BOD application in meeting packet

b.      Board president requests a motion to accept Karen Mielke as an appointed BOD member through the time of the next official BOD election Motion to approve with name correction, all approved.


V.            Board Calendar & Agenda – Lindsey (30 min)

a.       Board Education (10 min)

i.      Financial monitoring/auditing overview Reviewed minimizing the risk of fraud. Lindsey shared Lego pictures from CBL101 referencing Balance sheet article.

Board Monitoring (5 min)
i.      D2: GM Accountability GM performance evaluated monthly with acceptance of monthly financial reports. D2.2 GM job description needs updating: located in Freedcamp under contract. Motion to create job description committee headed by Karen Psiaki. Goal: complete by January

Member engagement (15 minutes)
i.      Dowell letter about BOD sent

ii.      BOD bios on website – make sure yours is accurate with a photo. If not, send to Jeffrey ASAP.

iii.      Member engagement planning Jeanne brought food samples of her recipes. Discussion regard feasibility of being able to serve food as samples vs holding member potluck.  Jeanne will present her recipes as a member suggestion flyer for the month of December. Discussed Kristi’s cold season products table. Kristi will submit member’s tip for cold season in January.


Insurance and liabilities update – Karen (5-min) Differed until next meeting
Karen reports on progress/knowledge gained re: employment practices liability and fiduciary liability coverage
Discussion (15 min)
Work to develop rules for membership termination as described in Bylaw 1.8-1.9. Develop a process for terminating memberships that have been inactive for long periods of time.
This would keep our records cleaner, the patronage dividend process cleaner, and ‘free up’ shares before we reach the maximum allowed. These rules would have to be ratified by the membership on the ballot during our next election process. Discussion: termination of inactive, uninterested members would free up shares. Motion to table discussion until a future meeting.
GM Items (15-min)
GM Reports – discuss and vote to accept/reject
i.      B1: Financial Condition

1.      Please be sure to review this report prior to the meeting.

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

ii.      GM reports on experience at CDS Small& Strong Conference.

GM gave the conference good reviews and suggested everyone go next year.


Committee Items (50 minutes)
Finance Committee – Tom will be out of town, but still need to discuss this. Tom, please appoint someone to lead this discussion on your behalf. Tabled until Tom returns
i.      Review 2017 budget vs. actual

ii.      Review and accept long-term budget in its current form

Executive committee report (35-min)
i.      Audit Report – Tom, please appoint someone to give this report in your absence (10-min) Full CPA audit can not occur at this time secondary to lack of verified inventory audit that is used as a comparison for future audit reconciliation. Will proceed with financial review instead of full CPA audit.  Full inventory audit due every two years which will delay CPA financial audit until 2019

ii.      BOD recruitment – Lindsey (5-min)

Chris Long was not voted onto the BOD at this time.

Dowell will head BOD meeting with Pete Fisher, local attorney for potential BOD position.

iii.      GM employment agreement – final BOD approval (20-min) Motion to approve GM employment agreement occurred after discussion on right to work clause. Motion unanimously approved. Lindsey will submit employment agreement to lawyer for final review and send to BOD when complete as accepted.


X.            Next meetings: Discussed and agreed upon

a.       Executive committee meeting: Monday, Dec 11, 5-6 pm

b.      Finance committee meeting: Monday, Dec 18, 4-5 pm

c.        General Board meeting: Monday, Dec 18, 5-6:30 pm

Meeting adjourned at 6:55 PM