Breadroot Cooperative

Board of Directors monthly meeting agenda

Date: Monday Jan 21, 2019

Allotted Time: 5-6:30 pm

Location: Co-op Mezzanine

Attendees: Lindsey Hays (President, arrived at 5:20 PM), Peter Fischer (Treasurer), Dora Tilles (BOD), Jennifer Benning (secretary), Jeffrey Thouron (GM), Karen Psiaki (BOD), Elliott Warshaw (newly appointed BOD),

Absent: Karen Mielke (BOD), Jeanne Berry (BOD), Tom Berry (BOD), Kelsey Murray (BOD), Dowell Caselli-Smith (Vice President)

Meeting called to order at 5:05 PM; however there was not a quorum until 5:20 PM.

  1. Approve agenda (2 min) Motion to approve agenda.  All approved.
  2.  “How is everyone doing?” (3 min)  Discussed the Rapid City Sustainability Award that Breadroot will receive on Jan 22 at the City Council meeting for the bag program.  GM discussed plans for the staff to work on more sustainability initiatives following the award.

There was a discussion of the absence of Jeanne and Tom, since it will be more difficult to have a quorum at meetings if they are both absent.

  1. Approve previous meeting’s minutes – Dec 2018 (3 min) Motion to approve minutes.  All approved.  
  2. Coop member time (5 min)
  3. Board Calendar & Agenda  (43 min)
    1. Board Education Discussion (5 min)
      1. Bylaws review Tabled.
    1. Removal of Karen M from BOD (5 min) Motion to remove Karen M. from BOD. Because of difficulties with meeting a quorum without her presence and in keeping with by laws, which indicate that a BOD member may be removed from the board following 3 consecutive absences, it was discussed that this would be in the best interest of the BOD (although she will be missed). Karen P will notify her. 
    1. Evaluate board compliance of policies C – Global Governance and D – Global BOD-Mgt (5 min) It was discussed to remember that the GM is the sole contact for discussions between the BOD and staff.  Motion was made that the BOD is meeting a reasonable interpretation of Policies C and D.  All approved.
    1. Decision regarding payment of patronage for FY 2018.  Because there was a loss and not a profit for FY 2018, GM recommended that we do not disperse patronage.  Motion accepts the GM’s recommendation not to disperse patronage.  All approved.
    1. Evaluations (10 min)
      1. GM evaluation  (5 min)  The GM evaluation from the BOD is complete and will be discussed wiuth the GM and approved by the BOD next month.
      1. BOD evaluation (5 min) BOD self evaluations should be completed by BOD, returned by email or dropped off at the coop, and results will be discussed next month.
    1. Member/community development/engagement (2 min)
      1. Karen P wrote an article about nominations/upcoming elections This article and Jennifer’s article on the sustainability award will be posted in the next newsletter.  Deadlines for articles will be confirmed.
    1. Policy for background checks for board directors (8 min) Background checks (criminal) should be performed on all board members who have signatory authority.  Dora discussed on a forum for a national HR company; her feedback is that most organizations run a criminal background check but not necessarily a credit check.  Tabled discussion until next month. Policy should be written on how to conduct, how to protect information and who has access to the results, etc. Suggestion to contact CBL for suggestions.   
    1. Plan for board participation in internal audit of HR policies & procedures (8 min) Tabled.
  1. GM Items (20-min)
    1. GM Compliance Report: B10 (15 min) Motion to accept the Compliance Report.  All approved.  Policy B10 is a newer policy in the policy register.  The GM suggests that a committee of the BOD should review and negotiate the lease agreement.  Peter will review the current lease.   
    2. Current events/external exposure report (5 mins) Sustainability award, Mines wellness fair, upcoming member appreciation event, Earth day event upcoming.
  1. Committee Items (18 minutes)
    1. Finance Committee monthly report  (5 min) – Pete Pete presented finance committee. Big news is that 2018 exceeded $2 million in sales. Roughly half of financial indicators fell into ideal range.  However, net income is negative for 2018.  Karen P noted that in bylaws, item 4.1, item j – setting wage and benefit structure is the responsibility of the BOD and questioned whether or not we are in compliance with this; this will be discussed further at the next finance committee meeting.
    2. Executive committee report (3-min) Lindsey presented Executive Committee report.
    3. Nominating & Recruitment Committee report (5 min) – Karen P.  Because the dates of deadlines are counted backwards from the annual meeting, she needs to know the date of the annual meeting. Annual meeting.
    4. Board Development Committee report (5-min) – Dora Dora reported that Elliott toured the coop with her and met staff as part of his orientation.
      1. Review updated board continuing education and travel request form

Meeting adjourned at 6:30 PM  

  • Next meetings
    • Executive committee meeting: Monday Feb 11th  4:30-5:30 pm
    • Finance committee meeting: Monday, Feb 11th ,5:30-6:15 pm
    • General Board meeting: Monday, Feb 18st  5-6:30 pm