Breadroot Cooperative

Board of Directors monthly meeting agenda

Date: Monday May 20, 2019

Allotted Time: 5-6:30 pm

Location: Co-op Mezzanine

Meeting called to order: 5:06 PM

Attendees: Lindsey Hays (President), Dowell Caselli-Smith (Vice President), , Jennifer Benning (secretary), Karen Psiaki (BOD), Jeffrey Thouron (GM), Jan Colton (BOD), Tyler Reif (BOD), Jessica Ries (BOD), Elliott Warshaw (BOD), Kelsey Murray (BOD), Peter Fischer (Treasurer)

Absent: Dora Tilles (BOD)

  1. Approve agenda (2 min) Motion to approve.  All approved.      
  2. “How is everyone doing?” (3 min)
  3. Approve previous meeting’s minutes – Apr 2019 (3 min)  Motion to approve.  1 abstention, all others approved.
  4. Coop member time (5 min)
  5. President’s update (3 min)  Lindsey informed the BOD that she is working towards a plan for maternity leave.
  6. Introduce Joshua Youngblood, CBLD Consultant, discuss CBLD program, opportunities  (10 min) Lindsey has not had contact with Joshua to schedule this discussion; no discussion was held.
  7. Committee Items (15 min)
    1. Executive Committee  Lindsey delivered report.  Dowell had offered to revamp the Roles and Responsibilities document.  
    1. Finance Committee Peter delivered report.  Sales were slightly under target, but it was noted that April included two snow storms.  Otherwise, GM has been keeping payroll on target.
    1. Nomination & Recruitment Committee Karen P. delivered.  BOD elections were successful and board is full.
    1. Board Development Committee Karen P. delivered.  Dora has contacted all new BOD members for orientation and were completed.
    1. Building Committee Elliott delivered report. Charter was developed. Purpose is to assist GM in negotiating lease.  Committee will dissolve and reform prior to the next meeting.  Jennifer noted that Laura Armstrong with City Council, Ward 2 (West side) had contacted her regarding interest in discussing the possibility of Breadroot opening a store on the west side of town and that City would like to discuss ways to help.  This was tabled, but it was noted that this should be followed up on at a later date.
      1. Vote to accept or recommend changes to committee charter  Motion to accept charter.  There was question if a minimum of 2 members is sufficient.  It was noted that the main purpose of the committee is to ensure that building lease negotiations are on schedule, so 2 members should be sufficient.  All approved.
  • GM Report (10 min)  GM discussed successes of Member Appreciation Day, KOTA radio interview, Coop market will start June 7.  Road construction has potentially impacted sales, but not significantly.
  1. Board Calendar & Agenda  (33 min)
    1. Board leadership elections – President, VP, Treasurer, Secretary (10 min)
      1. Lindsey was nominated for President.  All approved
      1. Kelsey was nominated for Vice President.  All approved.
      1. Elliott was nominated for Treasurer.  All approved.  Elliott noted that he would like to consider rescheduling the Finance Committee meeting. All approved.  
      1. Jennifer was nominated for Secretary.  All approved.
      1. Current Executive Committee will go through April 2020.
    1. Discuss plans to introduce the 2019-2020 board and board leadership to members (3 min)  Motion that $50 of BOD budget be used for a game to introduce members to the board.  All approved.
    1. GM requests the following authorization from the board: (3 min)
      1.  “The GM has board approval to submit a loan application for equipment based upon the 2019 Capital Expenditure Budget. The board authorizes the GM to sign the loan agreement along with the board president.”  Motion made that the BOD authoraized the GM to submit a loan application for equipment based upon the 2019 Capital Expenditure Budget. The board authorizes the GM to sign the loan agreement along with the board president.  All approved.
    1. New directors: fill out and sign conflict of interest statements (2 min), return to Jeffrey  Forms were completed by all BOD members. The Conflict of Interest forms should be added to every May on the Board calendar.
[The GM will be excused from the meeting at this point]
  • Evaluate board compliance of policy C4: Meetings (5 min)
    • It is the recommendation of the executive committee that the board recognize itself as within compliance of policy C4 given a reasonable interpretation of the policy. The executive committee recognizes that the board has room for improvement in the first listed item describing that meeting time should be used only for work that is the whole board’s responsibility.  Motion that the BOD is meeting a reasonable interpretation of the policy.  There was discussion of how issues or concerns should best be handled.  All approved.
    • Discuss Robert’s Rules of Order (5 min) Discussed.  It is important that the BOD follows protocol so that decisions made by the BOD are binding. 
    • Review & amend/approve new Board Roles & Responsibilities document (5 min)  Motion to approve the new Board Roles and Responsibilities document.  Discussion that some editing should be considered prior to approval.  Motion that the motion be amended such that the BOD will send comments and suggestions to Karen, so that an edited version will be voted on later.  An editable version will be made available to the BOD.  All approved. 
    • Board Education Discussion: Four Pillars of Coop Governance (5 min) Brief discussion.
  • GM Compliance Reports: Review and vote to accept or reject GM reports B1: Financial Condition and B2: Planning & Budgeting (10 min) 
    • Motion that the GM report demonstrates compliance with Policy B1 within a reasonable interpretation of the policy.  All approved.
    • Motion that the GM report demonstrates compliance with Policy B2 within a reasonable interpretation of the policy.  All approved.
    • Feedback for Jeffrey from BOD:  It was noted that the report for Policy B1 was excellent.  It was also noted that GM was observed at the Membership Appreciation meeting actively engaging and talking to as many members as possible, demonstrating exemplary connection to the membership. 

XI.        Next meetings – all located in the coop on the mezzanine

  1. Executive committee meeting: Monday Jun 10,   4:30-5:30 pm
    1. Finance committee meeting: Monday, Jun 10,   5:30-6:15 pm
    1. General Board meeting: Monday, Jun  17,   5-6:30 pm

Motion to adjourn the meeting at 6:22 PM.  All approved.