Breadroot Cooperative

Board of Directors monthly meeting minutes

Date: Monday April 15, 2019

Allotted Time: 5-6:30 pm

Location: Co-op Mezzanine

Meeting called to order: 5:05 PM

Attendees: Lindsey Hays (President), Dowell Caselli-Smith (Vice President), Dora Tilles (BOD), Jennifer Benning (secretary), Karen Psiaki (BOD), , Jeffrey Thouron (GM), Jan Colton, Tyler Reif, Jessica Ries

Absent: Elliott Warshaw (BOD), Kelsey Murray (BOD), Peter Fischer (Treasurer)

  1. Approve agenda (2 min) Motion to approve agenda.  All approved.
  2.  “How is everyone doing?” (3 min)
  3. Approve previous meeting’s minutes – Feb 2018 (3 min) Motion to approve minutes.  All approved.
  4. Coop member time (5 min) Evergreen Ranching (member) contacted Lindsey with opportunity for investment/partnering.  Discussion over GM or BOD decision; Jeffrey indicated that Policy B1 limits his ability to do that, so it would be a BOD decision.
  1. Committee Items (23 minutes)
    1. Developing and clarifying roles for committees, updating committee charters (8 min)  Lindsey is tasking all committees to ensure that they have a charter, goals, etc. for approval by the BOD.  In the future, the BOD should ensure that they clearly define the expectations and goals for ad hoc committees as they are created.  
  1. Finance Committee monthly report  (3 min)  Jeffrey delivered report.
  2. Executive Committee report (3-min) – Lindsey Lindsey delivered report. It was noted that the Executive Committee discussed that the BOD should be more involved in planning the annual meeting in the future; this either could be the role of an existing or an ad hoc committee.
  3. Nominating & Recruitment Committee report (3 min) – Karen P. New BOD members were recruited and successfully voted onto BOD. 
  4. Board Development Committee report (3-min) – Dora  Dora will set up time for new BOD orientation; new BOD members will be encouraged to attend CBL 101; see CDS Consulting Coop’s webpage for resources.
  5. Building committee (3 min) – Elliott Tabled.      
  6. GM Time (15 min)
  1. Q1 Membership Application Approval 217 new member applications; Motion to accept new members as submitted. All approved. 
  2. Q1 Legal Compliance Checklist  GM explained the checklist.  Dowell discussed the importance of the checklist.
  3. Construction Report  GM gave update
  4. External Exposure Report Earth Day, May 18 next member appreciation, May 30 will be NCG rescheduled
[The GM will be excused from the meeting at this point]
  • Board Calendar & Agenda  (35 min)
    • Evaluate board compliance of policy C3: Agenda Planning (5 min) Motion that the BOD is following this policy to a reasonable interpretation of Policy C3.
    • Review and potential approval of board policy requiring background checks on board members with signatory power, starting with board officers elected in May (5 min) President and Treasurer should have background checks; Motion that we accept the Policy be accepted as written, with revision that the results will be reviewed only by the President for the Treasurer and Vice President or GM for President
    • Formal approval for application to the Cooperative Board Leadership Development (CBLD) program (5 min) Motion to approve the application for CBLD.  Discussion that the prices are pro-rated. One abstain, all others approved. 
    • Define board director term year: recommend term year is May (following election in April) through April of the following year. A two-year board term would go from May after the April election through April two years later. (5 min)  Motion that we define the term in the future as starting in May following the annual meeting through April.  All approved.
    • Approve 2019-20 board calendar (5 min) Motion to approve BOD calendar.  Discussion that future calendar could be amended to run for May through April to coincide with terms.  All approved.
    • Onboarding and education for new board directors (5 min)
  • GM Compliance Reports: Review and vote to accept or reject GM report B5: consumers (10 min) Motion to accept the GM’s report that GM is meeting a reasonable interpretation of Policy B5. Discussion of safety related to children at work; some concerns were raised, but it was also noted that these issues might be better addressed related to treatment of employees; this issue should be discussed with CBLD.  In the future, we would like to see results of individual responses to customer surveys. Some discussion of a more robust survey method of customer satisfaction. 3 abstaining; 5 approved.

Motion to adjourn at 6:33 PM.  All approved.

  1. Next meetings
    1. Executive committee meeting: Monday May13th  4:30-5:30 pm
    1. Finance committee meeting: Monday, May 13th ,5:30-6:15 pm
    1. General Board meeting: Monday, May 20th  5-6:30 pm