Breadroot Cooperative

Board of Directors monthly meeting agenda


Date: Jan 15, 2018

Allotted Time: 5-6:30 pm

Location: Co-op Mezzanine


Meeting called to order 5:12 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), Karen Mielke (BOD), Peter Fischer (BOD)

Absent: Absent: Kristi Langerak (BOD), Brenda Trace (BOD)


I.            Approve agenda (1 min)  – Adding GM brief discussion about mezzanine plans and President to add discussion of training opportunities.

II.            “How is everyone doing?” (3 min).  Motion to approve.  All approved.

III.            Approve previous meeting’s minutes (Dec 2017 BOD) (5 min).  Motion to approve.  Minutes should note absent BOD members. All approved.

IV.            Introduce new BOD member Peter Fischer, directors introduce selves (5 min)

V.            Report and recommendations from Kristi: updating new director orientation guide (5 mins)

There are minor issues concerning evaluations of GM and contracts, which should be included in next draft.


VI.            Report on update to GM job description – Karen (5 mins)

Karen and Jeffrey met to discuss a revised GM job description, Jeffrey sent a revision.  Karen recommends that the revised job description should be posted for the BOD to review.  The BOD will vote on the revision next month.


VII.            New committees (5 mins)

a.       Nomination committee – need a director to volunteer as chair, who will then select 2 additional members (don’t have to be directors) for a total of a 3-person committee. Committee should be fully established by Feb 1 (final deadline is Feb 10th per bylaws). Also per bylaws, the nominees must be presented to the membership no fewer than 60 days prior to the annual meeting/final day of voting. Nominees should therefore be posted no later than the Feb 20th BOD meeting.

i.      Secretary to report on who is up for re-election

Up for re-election include: Dowell, Jennifer, Kristi, Jeanne, Brenda, and Karen M.  All BOD members who wish to be on the ballot should complete the Commitment to Stand for Election by Breadroot Cooperative’s Owner/Members

ii.      All directors whose term ends this spring (including those added mid-year by the BOD) must complete the “commitment to stand for election” form and turn into nominating committee chair by Feb 1st. See board packet for this form.

Committee will be chaired by Karen P. and will include Jeffrey, Karen M., and Peter.

Jeffrey and Lindsey will develop a list of members who expressed interest for the committee to contact.


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

a.       Board Education Discussion (5 min)

i.      Patronage Dividends

b.      BOD self-evaluation (5 mins)

i.      Please complete your self-evaluation prior to this meeting (see board packet). A digital fillable version is available in Freedcamp at Files/Board/Other/Board Evaluation.

ii.      Make sure Lindsey goes home with your self-evaluation (you don’t have to put your name on it, but we want to compile the data). Next month, you’ll discuss results of the aggregate data.

The summary of the evaluations will be discussed at next month’s meeting.


Board Monitoring (10 min)
i.      C: Global Governance  Motion that we celebrate the fact that we are consciously compliant with improving the process, yet we are currently in compliance with a reasonable interpretation of Policy C.  All approved.

ii.      D: Global BOD-Mgt  Motion that we are in compliance with a reasonable interpretation of Policies D and D1.  All approved.


Member engagement (5 minutes)
i.      BOD bios & photos on website – make sure yours is accurate with a photo. If not, send to Jeffrey ASAP.

ii.      Report from Kristi on January member engagement

iii.      Who has a plan for the next member engagement activity?

Jennifer will work on an application on behalf of Breadroot for a Rapid City Sustainability Award and will write an article for a newsletter on Breadroot and sustainability.


Insurance and liabilities update – Karen (5 min)
Karen reports on progress/knowledge gained re: employment practices liability and fiduciary liability coverage, recommends next steps.
GM Items (20-min)
GM Compliance Report – discuss and vote to accept/reject (12 mins)
i.      B10: Building and Lease Information

Motion that Jeffrey has met a reasonable interpretation of Policy B10.

Accept new coop members (3 mins)  Motion to accept all new members.  All approved.
Legal compliance checklist (5 mins)
Committee Items (20 minutes)
Finance Committee  (10 min) – Tom
i.      Monthly report

ii.      Audit/financial review update

Motion that 100% of Member Patronage Sourced Net Income be allocated to members/owners.  All approved.

Motioned and approved that 20% of the Patronage allocations will be paid out to members as store credits.


Executive committee report (10-min) – Lindsey
i.      GM annual evaluation

1.      LH to report on staff evaluations of GM

2.      Directors to turn in director GM evaluation no later than the time of this meeting. See board packet. Digital version is available in Freedcamp at Files/2017 Evaluations

a.       Director’s GM evaluation data will be compiled and presented in the February board packet.

Jeffrey will post his self evaluation on Freedcamp, to be considered in BOD evaluations of GM.


XIII.            Next meetings (Lindsey will not be present – Dowell to lead meetings and prepare agendas with assistance from Jeffrey)

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

b.      Finance committee meeting: Monday, Feb 19, 4-5 pm

c.        General Board meeting: Monday, Feb 19, 5-6:30 pm

*Please note that Feb 19th is a holiday, but we’ll still have the meeting!


Motion to adjourn at 6.52 pm.  All approved.