Breadroot Cooperative

Board of Directors monthly meeting minutes

Date: Monday December 17, 2018

Allotted Time: 5-6:30 pm

Location: Co-op Mezzanine

Attendees: Lindsey Hays (President), Dora Tilles (BOD), Jennifer Benning (secretary), Jeffrey Thouron (GM), Kelsey Murray (BOD), Karen Psiaki (BOD), Elliott Warshaw (newly appointed BOD), Dowell Caselli-Smith (Vice President)

Absent: Karen Mielke (BOD), Jeanne Berry (BOD), Tom Berry (Treasurer), Peter Fischer (BOD)

Meeting called to order at 5:00 PM

  1. Approve agenda (2 min)  Motion to approve agenda.  All approved.
  2.  “How is everyone doing?” (3 min)
  3. Approve previous meeting’s minutes – Nov 2018 (2 min)  Motion to approve.  All approved.
  4. Coop member time (5 min) Luke and Maria were visiting, but no comments.
  5. Potential BOD member Elliott Warshaw (10 min)
    1. Discussion 
    1. Vote to accept/reject new board director Motion to appoint Elliott Warshaw as an interim board member, until voting at the next Annual meeting.  All approved.
  6. Board Calendar & Agenda  (35 min)
    1. Board Education Discussion (15 min)
      1. Update from last month re: Thunder Valley
      1. Yearly reflection, review, and updates BOD has 3 new directors in 2018; BOD has spent more time with general membership; record number of BOD directors have completed CBL 101, with more scheduled to attend in 2019.  BOD started contributing to the newsletter in 2018.  Lindsey has done an excellent job stepping into the role of BOD President. Coop continues to grow; nearly ready to be in NCG and first year distributing dividends. Review at end of year: GM performance (due Jan 15) and BOD evaluation; $11,116 in sales on Member Appreciation Day in December. 
      1. Bylaws review Tabled for next meeting
    1. Evaluate board compliance of policy D3: Delegation to GM and D4: Monitoring GM (10 min) Motion that the BOD is following Policies D3 and D4 to a reasonable interpretation of the policies. Discussion that Policy D4 is well-written in that it allows the Board multiple methods (3) to request information from GM when needed.  All approved motion. 

Motion to change Policy D-4, Part 5 to read: “…The Board will make its decisions concerning the evaluation no later than February 28.  All approved.

  • Evaluations (5 min)
    • GM evaluation Will be posted on Freedcamp.
    • BOD evaluation Will be posted on Freedcamp in January. 
    • Member/community development/engagement (5 min)
      • Who will write this month’s member engagement article?  Thanking the members for Member Appreciation Day.  Lindsey will write it.

Due to Rachel Wester by 12/18 (    

Please note the date change due to the holiday

  1. GM Items (15-min)
    1. GM Compliance Report: B7: Board Communication and B8: Board support (10 min) Motion that GM is meeting Policy B7 within a reasonable interpretation of the policy.  Discussion about background check policy to be drafted and reviewed next month. Dora and Pete will review the draft policy.  All approved motion.
    2. Current events/external exposure report (5 mins)
      1. External events Friday (Dec 21) at noon, KOTA, Maria and Rachel W will be presenting on news on cold and flu remedies. March 16 2019 is next Member Appreciation Day.  NCG Resolution and updates were discussed.
  2. Motion to approve application to NCGI with change to resolution that “this renewal resolution indicates…and authorizes our general manager to act upon the co-ops behalf in decision making regarding the NCGI application.”  All approved.
  1. Committee Items (20 minutes)
    1. Finance Committee report  (5 min) – Tom
    2. Monthly report  Lindsey presented Finance Committee report to BOD, on behalf of Tom

Tom is moving out of town for several months and has resigned as treasurer. Pete has agreed to be nominated for installment as interim treasurer. Tom will remain as a member of the finance committee. [It was discussed that Lindsey would appoint Pete as interim treasurer, however, per the bylaws, the full board must take this action.]

  1. Executive committee report and agenda (5-min)  Lindsey presented.  Discussion included a reminder that the GM’s annual goal setting should be synonymous with the Coop’s goals.  There is a new form for BOD travel request.  Dora will create a reporting form to be completed following board travel and education. Background checks were also discussed; policy is still being developed, board president to report next month.
    1. GM evaluation to take place Dec-Jan
    1. Treasurer election
  1. Nominating & Recruitment Committee report (5 min) – Karen P.  Karen presented.
  2. Board Development Committee report (5-min) – Dora  Dora presented report.  Jan 12.  Karen P. and Kelsey plan to attend.  Coordinate with Jeffrey. 
    1. Review new board continuing education and travel request form

Doodle poll will be sent for Executive and Finance Committee future meetings.

Meeting adjourned at 6:36 PM. 

  1. Next meetings
    1. Executive committee meeting: Monday January 14th 3:30-4:30 pm
    1. Finance committee meeting: Monday, January 14th ,4:30-5:45 pm
    1. General Board meeting: Monday, January 21st  4:30-6pm (this is MLK Day)
      1. Note the earlier time, which allows some directors to go to city council meeting where the coop will be presented with a sustainability award