Breadroot Cooperative

Board of Directors monthly meeting minutes


Date: December 18, 2017

Allotted Time: 5-6:45 PM

Location: Co-op Mezzanine


Meeting called to order at 5:02 pm.

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

Absent: Brenda Trace (BOD)


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

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

III.            Approve previous meeting’s minutes (Nov 2017 BOD, board retreat) (5 min)

a.       Motion to approve November 2017 meeting minutes.  All approved.

b.      Motion to approve board retreat minutes.  All approved.

IV.            Board vote regarding potential new BOD member Peter Fischer (5 min)

a.       See Peter Fischer BOD application and resume in meeting packet

b.      Board president requests a motion to appoint Peter Fischer as a director through the time of the next official BOD election

Motion to approve Peter Fischer to board.  All approved.


V.            Report and recommendations from Kristi: updating new director orientation (5 mins)  Kristi will add suggestions and send it as a Word document. She would like help identifying current Freedcamp links for files.


VI.            Board Calendar & Agenda – Lindsey (20 min)

a.       Board Education (10 min)

i.      Reflect on this year, in preparation for BOD evaluation and GM evaluation in January. Jennifer will email BOD evaluation Excel doc to Linsey for distribution.

Board Monitoring (10 min)
i.      D3: Delegation to GM.

ii.      D4: Monitoring GM

The BOD is in compliance with a reasonable interpretation of Policies D3 and D4.

It is noted that Policy D4, No. 5 should be revised with regard to deadline dates.


Member engagement (10 minutes)
i.      BOD bios on website – make sure yours is accurate with a photo. If not, send to Jeffrey ASAP.

ii.      Member engagement report/planning (December, January)

1.      Jeanne, Kristi

Jeanne handed out a BOD packet and recipes at the store on a Saturday.

Kristi is planning a January member engagement


Insurance and liabilities update – Karen (10 min)
Karen reports on progress/knowledge gained re: employment practices liability and fiduciary liability coverage, recommends next steps
GM Items (20-min)
GM Report – discuss and vote to accept/reject (5 mins)
i.      B7: Board Communication

ii.      B8: Board Support

The policy was reviewed and a motion was made to accept the report as demonstrating accomplishment of a reasonable interpretation of Policies B7 and B8.  Noted: BOD commended GM for excellent work fulfilling policies. All approved.

Insurance (5 mins)
Review 2017 events and media coverage for coop (10 mins)
Committee Items (20 minutes)
Finance Committee  (15 min) – Tom
i.      Monthly report

Audit/financial review report, progress Motion to approve Treasurer to go forward with proposed “agreed upon procedures” audit. All approved.

ii.      Long-term budget

Table discussion of long-term budget


Executive committee report (5-min) – Lindsey

Lindsey reports on maternity leave plans (5 mins)
XII.            Next meetings:

a.       Executive committee meeting: Monday, Jan 8, 12-1 pm

b.      Finance committee meeting: Monday, Jan 15, 4-5 pm (MLK Day)

c.        General Board meeting: Monday, Jan 15, 5-6:30 pm (MLK Day)


Meeting adjourned at 6:29 PM