Breadroot Cooperative

Board of Directors monthly meeting minutes


Date: Monday October 15, 2018

Allotted Time: 5-6:30 pm

Location: Co-op Mezzanine


Attendees: Lindsey Hays (President), Dowell Caselli-Smith (Vice President), Peter Fischer (BOD), , Jennifer Benning (secretary), Jeffrey Thouron (GM), Dora Tilles (BOD), Kelsey Murray (BOD), Jeanne Berry (BOD), Tom Berry (Treasurer),

Absent: Karen Psiaki (BOD) Karen Mielke (BOD)


Meeting called to order at 5:03 PM


  1. Approve agenda (2 min) Motion to approve agenda. All approved.
  2. “How is everyone doing?” (3 min)
  • Approve previous meeting’s minutes – Aug 2018 (2 min) Motion to approve agenda. Discussion over future minutes including summaries of treasurer reports.  All approved.
  1. Coop member time (5 min) No members were in attendance.
  2. Board Calendar & Agenda (25 min)
    1. Board Education Discussion (5 min) Discussion to invite Rachel to present on coop’s marketing strategy and plans
      1. The Cleveland Model
    2. Evaluate board compliance of policy D1: Unity of Control (15 min) Motion that we are meeting a generally accepted definition of compliance with Policy D1. The directors and GM discussed that the directors do not act independently in requesting information from the GM and do not request information outside of Coop Policy. All approved.
    3. Member/community development/engagement (5 min)
      1. Please watch the video here:
      2. Who will write this month’s member engagement article? Jeffrey will provide Lindsey with a list on the coop’s community involvement and Lindsey will write an article.

Due to Rachel Wester by 10/24 (    


  1. GM Items (25-min)
    1. GM Compliance Report: B6 – Personnel (15 min) GM presented a summary of the report included in the BOD meeting packet.  Additionally, GM noted that GM salary is separated from staff in Profit and Loss statements (Regarding Part 5 of Policy B6). Motion that GM performance demonstrates a reasonable interpretation of Policy B6.  All approved.
    2. Current events/external exposure report (10 mins)
  1. Road construction GM presented contingency and planning
  2. External events Coffee event was successful. Nov 6 at Dahl is next event.


  1. Committee Items (30 minutes)
    1. Finance Committee report  (17-min) – Tom
  1. Monthly report Report highlights: Sales in Sept $167,500 (rounded), Net income loss of $4300 but positive increase in cash of $18,600.  Loss can be explained by some excess purchasing, which is included in the expenses. Increased available cash to $101,800 at end of September.
  2. Draft 2019 budget GM was on vacation, so finance committee met 1 week late. Additions to budget proposal include consulting fees and special marketing with regard to road construction.  Proposed budget will be available tomorrow for November BOD meeting. Concerns and questions should be posed to the Finance Committee or BOD President over the coming month to shorten discussions in BOD meeting and allow vote to occur.
    1. Executive committee report (3-min)  Discussed priorities for retreat.  Policy D1 unit of control. Discussion of Policy B6 and potential vulnerabilities with regard to HR and possibilities for providing GM with HR support. Discussion of need for background checks for new employees and BOD members with access to financials and bank accounts.
    2. Nominating & Recruitment Committee report (5 min) – Karen P.  Tabled.
    3. Board Development Committee report (5-min) – Dora Dora, Karen M, and Jennifer attended.  Dore presented a summary report. Fiduciary responsibility is important and it was confirmed that we have a director’s insurance policy.  Most BOD’s at CBL conduct background checks.  CBL emphasized the importance of Policy Governance and empowering and delegating management to the GM and holding GM accountable.  BOD’s should manage conflicts of interest.


  1. Board Retreat (5 min)
  1. Saturday, Oct 20 9 am-1 pm (includes potluck lunch) at the Berry’s home
  2. President to prepare retreat packet with agenda – will be available on Freedcam


  1. Next meetings
    1. Executive committee meeting: Monday Nov 12, 3:30-4:30 pm
    2. Finance committee meeting: Monday, Nov 12, 4:30-5:45 pm
    3. General Board meeting: Monday, Nov 19th, 5-6:30 pm
    4. Board retreat: Saturday, Oct 20th, 9 am-1 pm @ Berry’s Home
      1. Potluck lunch @ 12


Meeting adjourned at 6:23 PM