Breadroot Cooperative

Board of Directors monthly meeting minutes

Date: Monday Mar 18, 2019

Allotted Time: 5-6:30 pm

Location: Co-op Mezzanine

Meeting called to order: 5:05 PM

Attendees: Lindsey Hays (President, arrived at 5:20 PM), Dowell Caselli-Smith (Vice President)

Dora Tilles (BOD), Jennifer Benning (secretary), Karen Psiaki (BOD), Elliott Warshaw (BOD),

Kelsey Murray (BOD), Peter Fischer (Treasurer), Jeffrey Thouron (GM)

  1. Approve agenda (2 min) Motion to approve agenda.  Discussion about changing the election of BOD officers to meeting after annual meeting in April.  Decided that would be too soon and will leave as May meeting.  Added item IX b to agenda.  All approved, with amendment.
  2.  “How is everyone doing?” (3 min)
  3. Approve previous meeting’s minutes – Feb 2018 (3 min) Motion to approve, with edits to attendance.  All approved, with amendment.
  4. Coop member time (5 min)
  5. Board Calendar & Agenda  (25 min)
    1. Board Education Discussion (swapped Feb & March topics) (5 min)
      1. Getting Started with Expansion Planning

Discussion of need for a hard plan on what we want to accomplish in order to make a good decision on building lease.  Elliott discussed the idea of implementing prepared foods, but potentially holding off on “made to order” foods. 

  • Evaluate board compliance of policy C2: Board’s Job (5 min)

Opportunity to increase membership participation in voting to promote a healthy democracy.  It is suggested that we compare our participation in annual meeting to participation experienced by other, similar sized coops. 

It was discussed whether or not the GM compensation process is strategic.  GM compensation is determined via CDS Consulting recommendations.

Motion that the BOD is meeting a reasonable interpretation of Policy C2.

  1. Fill in new policy compliance spreadsheet

Decided that secretary will keep the spreadsheet updated electronically.

  • Member/community development/engagement (5 min)
    • Set schedule for rest of the year  Tabled because the annual meeting and voting will be our engagement activities for the next month.
    • Review and potential approval of board policy requiring background checks on board members with signatory power, starting with board officers elected in May (10 min)

Further discussion and a possible vote on the policy that we will be voting on will be forthcoming on Freedcamp.

  • GM Time (10 min)
    • Proposed change to 2019 budget to allow for CBLD program

$12300 biggest sale day ever before the winter storm, $12600 in sales a few days later on member appreciation day.  GM discussed upcoming community events.

Construction schedule is being posted online.  Phase I will affect the store the most.

Earnings are low, but GM is reducing other non-payroll expenses in anticipation of low sales during construction.

  1. Committee Items (19 minutes)
    1. Finance Committee monthly report  (5 min) – Pete  February saw an increase in average daily sales over January.  Sales are 4% under target for month.  Payroll is on target. 

Blue section of budget includes 4 GM projects from debt.  Walk in freezer, produce wet cooler, freezer addition, and new check out lanes.

Motion to approve amended budget.  All approved.

  1. Executive Committee report (3-min) – Lindsey

Discussed Policy B6, possibility of NCG assistance with HR audit.

  1. Nominating & Recruitment Committee report (5 min) – Karen P. Voting is up.  April 3 mail ballots to people who have not voted. 
  2. Board Development Committee report (3-min) – Dora  No update from committee, but Dora found an article that she will to Lindsey to add to BOD reading.
  3. Building committee (3 min) – Elliott  No update, other than Elliott’s earlier discussion

GM had concerns about whether or not BOD is following our own policies and procedures.  Dora doing an audit is potentially overstepping our own policies.  Recommended that instead we hire an outside company to review HR and grievances policies.  Discussion over CBL recommended Policy B6, would allow BOD to decide to review records.  Further discussion that we need to clearly define what we are looking for.  Becoming a member of the CBLD would allow us to ask them these questions. 

Motion to table directive for Dora to review HR policies.  All approved.

  1. GM Compliance Reports: Review and vote to accept or reject GM report B4: membership (10 min)
    1. Fill in monitoring spreadsheet including recommendations for next report, any changes to the policy that are required  Motion that the data included in the report suggest that the GM is meeting a reasonable interpretation of Policy B4.  All approved.
    1. Discuss GM recommendations

Motion that the BOD officially set the period of membership as 2 shares per year, with renewal occurring every year, for 20 years.  All approved.

GM recommendation is that the BOD discuss a process for terminating memberships. Discussion over the consequences, whether or not there is an upper number of available shares and whether or not non-active members could request for their shares to be bought back.

The BOD would like to know what the “sales pitch” is for encouraging new members, so that our decisions can be aligned.

Meeting adjourned at 6:30 PM

  • Next meetings
    • Executive committee meeting: Monday Apr 8th  4:30-5:30 pm
    • Finance committee meeting: Monday, Apr 8th ,5:30-6:15 pm
    • General Board meeting: Monday, Apr 15st  5-6:30 pm