Board of Directors Meeting Minutes
April 17 2011
Directors Present: Stuart, Jake, Donald, Colin, Mark, Dana, Therese, Andy, Jessica
Directors Not Present:
Board and Staff Liaison:
Meeting Minutes Recorded by: Natasha (Not present)
Non-Member Owners/Guests Present:
Workers’ Assembly Member: Karinne
Call to Order: 12:16 PM
Comment Period
Andy brought his materials addressing communication for the Board, and he suggests it could be discussed at the next meeting.
Jessica comments that the Members’ Assembly was very good, and she was very happy with the attendance. Everyone did a good job, and overall it was well done. She suggests a resolution thanking the workers. However, she thinks it is unacceptable to wait 18 minutes to be able to get Therese on-board with the meeting. Mark responds that it would be better if Board Members arrived earlier to help set up, and then everyone could leave earlier.
Agenda Review
Andy asks if Karinne is the designated replacement for Steven in the policy, and she replies that she is not. Mark clarifies that there is no back up.
Jessica requests to add February Regular Board Meeting and Executive Session Meeting Minutes to the Consent Agenda for approval. She requests adding a discussion of a new meeting time to the agenda as well. Mark suggests cutting down the Operations Update to allow for five minutes of meeting time discussion.
Action Item Review
Modification of policies – Jessica
Patronage Rebate Project Update – Andy – outstanding – Hopefully there will be a meeting in the next few weeks
Communications Analysis
Upload updated Elections Manual and Candidate Packet to Basecamp – Dana
Consent Agenda
Expanded February Meeting Minutes – Regular and Executive Session
March Meeting Minutes – Regular and Executive Session
Therese points out changes in page 9 of Internal Supplement in March 2011, the proposed change to B.3.8, the very last sentence, the phrase “reserved for Executive Session” is missing after “subject matter.” Therese believes the last sentence of the proposed change to B.3.8, is “Internal Session will only be used for subject matter reserved for Executive Session, involving directives to or shared information for the Workers’ Assembly.” “Reserved for Executive Session” will be added in where appropriate. The spelling of “Stewart” is “S-t-u-a-r-t.” Dana adds that one page 8, she responded to Mark with, “The change was initiated by the Board and carried forth by the Worker’ Assembly, so it wasn’t really the Workers’ Assembly’s fault.” Dana notes that the rule was there before the Workers’ Assembly, however she also says to forget about making the changes she noted.
[Audio interference]
On page 10 of the March minutes, regarding the upcoming Members’ Assembly Meeting, Mark notes a change to the By-Law number “2.1” which should read “4.1.”
MOTION to accept all February and March Meeting Minutes with changes as stated, Jake motions, Stuart seconds:
9 For
0 Against
0 Abstain
Pub Hours with the Board
A few Members showed up to the Pub Hours, and Jake notes that they are interested in the patronage refund discussion. Andy says that the lack of attendance underscores why pub hours will be held once a month instead of two. He wonders about talking to patrons during the pub hours, and Dana adds her thought that people go out to eat in order to eat and be with their friends. Andy compares his suggestion to how a chef may talk to patrons. Colin suggests that, at an MLC meeting or another meeting, the Board figure out how to use the Board’s wall space in the pub.
Membership Linkage Committee Updates
Therese asks if the expectation is still 15-20 hours a month. Mark and Dana respond affirmatively. Mark asks what the Board thinks of the candidate questions. Stuart asks how long the responses can be – Dana responds that responses can be 75 words, and Stuart says that he believes some questions may warrant longer responses than others. Colin suggests that this could be reviewed at the next MLC meeting.
B.3 Governance Process
Colin points out that the Annual Agenda is on BaseCamp, with color-coded items; the Board is in Compliance with this requirement. Regarding B.3.1, Colin does not feel like the Board reviews the calendar to understand what is coming up with Policy monitoring and everything else going on; he believes the Board can do a better job of that. He feels the Board is in compliance with B.3.2. He also believes the Board is in compliance with participation requirements. For B.3.4, Colin notes previous Board conversation about “displacement of the rightful purview of the Workers’ Assembly,” and he feels the conclusion was that the Board was not doing so. He gave the Board a B.3.5 on being facilitated, because he believes there should be a facilitator. For B.3.6, the Board does try to accommodate Directors with special needs, but as far as he knows, the Board has not reimbursed people for out of pocket expenses. He wonders if Board Members have needed to use babysitters, if they would be reimbursed? Board Members discuss reimbursement, and Dana thinks a mechanism should be created. Colin believes the Board is in compliance, because the Board has been willing to accommodate Directors who cannot be physically present, and the Board is willing to reimburse people for the cost of attending meetings.
B.3.7 is always on the top of the agenda (open session for comments), and the Board Meetings are public. Colin wonders if the new Internal Session language requires this policy to be updated, because the policy only refers to Executive Session. Board Members clarify that Internal Sessions are closed to the public. Mark suggests changing everything across the Board in the policy to “Internal and Executive Session.” For B.3.8.1 through B.3.8.5, Colin feels the Board is in compliance with certain procedures for getting into Executive or Internal Session. Regarding 3.8.5, Andy clarifies that the minutes are considered confidential and stored in a secure location, and he wonders what “secure location” means. He points out that when the minutes go out to the Board, they are no longer “secure.” Colin agrees, and asks if the solution is to remove the language of “stored in a secure location” with the responsibility of the Board Members to treat them as confidential. [Board Members discuss feedback] Colin proposes the last sentence of B.3.8.5 to read, “These minutes are to be treated as confidential and every effort will be made to keep them secure.” Board Members agree to this.
Colin believes the Board is in compliance with B.3.8.6. For B.3.9, the Board is usually in compliance, and if not, it’s because Board Members did not get Mark the materials on time. Pertaining to B.3.9.1, Colin said that the Board is not in compliance, because he knows materials are not being submitted in a timely manner. Mark suggests moving the deadlines back, so that he has more time to prepare the packets and review the minutes. Board Members agree for two weeks out to submit materials to Mark. Colin proposes changing B.3.9 to “Materials will be made available to the Board at least 7 days prior,” and B.3.9.1 to “Content required to complete the Board Meeting Materials will be made available to the President at least 14 days prior to the date of every meeting.”
In discussing the low scores on the spreadsheet relating to the Policy Monitoring, Mark speculates that people are less than happy about how the Board is going about doing its job in some ways. He sees that people want things to change, and he hopes that other Board Members will step up and help out to make the changes they want. Jessica responds that the Board does not review the Annual Agenda at each meeting, and Mark notes that the whole governance cycle is reviewed at the retreat now. Jessica also gave a low score for the first one, because the agenda doesn’t really talk about re-exploring Ends or developing Member Linkage.
Spring Members’ Assembly Meeting Discussion
Jake thought it was great to have the Meeting and then the party, he felt it helped with the attendance and with talking to people afterwards. He also wanted to chastise the Board Members for not volunteering at the Membership desk, at the Merch table, and various other locations. Andy heard congratulations for the Board from several Members for the representation of the Board and a good meeting. Dana proposes that if this is the preferred format, that there could be a Board table set up at the party, so people could find Board Members more easily. Dana felt on the whole the meeting went really well, but it hurt her feelings to see Board Members sitting around talking to their friends.
Jessica felt the Members’ Assembly Meeting went well, and she was surprised by the WA’s decision to give beers to the first 50 people who walked in. Stuart asks if there is a transcript of the Meeting; Mark clarifies that there will be. The next Members’ Assembly Meeting will be October 16th at 2:00PM. Therese suggests the Board discuss the timeline of Board duties during events, so it’s clear to everyone when Board Members are expected to represent the Board. Andy remarks that the congratulatory comments received from Co-op Members were possible because of the WA’s work. [Board Members applaud] Dana explains how as a Board Member, she struggles with how Members all seem to want different things. Mark discusses how Wheatsville gives their membership a choice in which charities will receive donations.
Discussion of Modification of C.3, D.5, and D.10
Mark describes his strategy with C.3, to change the title: he feels it is obvious that the policy is related to monitoring the performance of the Board-Staff Liaison. The title was changed to “Monitoring the Board-Staff Liaison Performance,” and some language changes were made for consistency. C.3.1.1 was added to “make sure the Board always has a current business plan,” because the last business plan was received last August. Stuart wonders how the business plan would have changed; Mark clarifies that, given the language of the policy, whenever the plan changes, the Board receives the most up-to-date plan. Andy wonders how often the business plan significantly changes. Karinne isn’t sure that it changes too much within a year. Mark wonders if there is a place for Board Members to see the most up-to-date version.
Therese adds that she was the one who suggested this change at the policy meeting, and she made this suggestion because at the last Board Meeting, Steven mentioned how the Workers’ Assembly has been continuously adjusting their budgets for having about $40,000 set aside in order to pay dividends in 2012, and she was not aware this. She hopes that adding to this policy would help make the Board more aware of these types of changes. Mark wonders what language would be best for this policy; no Board Members disagree with the current wording. Mark also wonders if creating a C.3.1.2, regarding failure to notify the Board of significant changes to the business plan, would be reasonable. Jake thinks it is fine the way it is, because with monthly reports from the BSL, if anything changes, the BSL can put it in the report. He also adds that whenever it is annually updated, the Board could get the whole document, but if it is a regular change, it can be placed in the BSL update. Therese and Jake disagree with adding C.3.1.2 language. Andy points out that in his communications project, one of the key points was the C.3 policy; he feels the more information is monitored and received, the more the Board starts thinking about how to run the Pub. He suggests working on the communications policies more.
Stuart believes the changes feel reactive as opposed to proactive, and he believes the language, “will not” and “fail to,” could be “will.” Mark responds that this is written with standard executive limitation policy language, where the focus is on what can’t be done. Mark describes C.3.2, which makes more specific what the Board is expecting: Monitoring Reports that are timely and accurate, with operational definitions and verifiable data directly related to each section of the policy. Mark notes that C.3.3 is similar, because it describes how when the person monitoring or serving as the BSL is out of compliance, they need to create a plan to reach compliance. Andy suggests more definite timelines, as opposed to “within a timely manner.” Therese understands where Andy is coming from, but she feels that it could cover so many situations, it is hard to put a specific timeline on it; the Board could assess appropriate timelines given the situation. Andy would like a more defined timeline, like 48 hours, for specific situations, with the rest to be in “a timely manner.”
Regarding C.3.7, Mark put on 48 hours. Karinne states that, after talking with Steven, feels that 72 hours is more appropriate. Mark feels that 72 hours is too long. The WA does not have an e-mail timeline policy in their protocols yet. Jake would like the timeline to be longer than 48 hours. Karinne relays that it was brought up by Steven, that he would prefer a 72-hour standard. Dana asks about what happens when someone will be out of town.
MOTION to extend the discussion by 15 minutes, Colin motions, Andy seconds:
9 For
0 Against
0 Abstain
Jake mentions that for small, procedural concerns like extending time, in Robert’s Rules, you can ask for dissenters. If there are no dissenters, the decision is unanimous. Board Members discuss what Members and the BSL should do when they will be “off-the-grid”/unavailable by e-mail. Dana asks how often the BSL receives direction questions from the Board. Mark responds that there was a discussion to remove the BSL from the Board e-mail list, so that the BSL would be better able to identify what e-mails require response, as there would not be so much volume of e-mails.
STRAW POLL about 48- or 72-hour e-mail response time: 48-hour wins
For C.3.8, the metrics Mark used have been used before, as far as he knows. Dana feels it would make more sense to just receive a monthly profit and loss statement, because it would show the current ratio and the cash versus current liability. She would be interested in striking current ratio and cash versus current liability and putting that in the D.4 policy, and instead replacing those with profit and loss. Colin supports Dana’s suggestion and clarifies with Dana that she is in favor of keeping sales per labor hour. Regarding C.3.7, Colin wonders if there is a way to phrase the requirement using “business days.” Andy points out that Saturdays and Sundays are business days for the Pub; Therese notes a sentence could be added to outline Saturday and Sunday as non-business days for the purpose of the policy.
Regarding C.3.9 and C.3.10, Karinne forwards Steven’s disappointment in the way that this came about, and he finds it problematic that he was not included in the e-mail threads. He feels that if these are decisions or policies being made to define the relationship between the BSL and the Board, that he should be included in that dialog. Mark responds that it is the Board’s job to make the policies, and the Board has received input from other Co-ops. Andy thinks the policies are out of character with the rest of the policies, such as language like “failure to comply,” and he wonders if the policies go without saying. Jessica would like a numeric number, like a “three strikes, you’re out” process, and she would like to add this to the B.4 Board Job Products. The Board consistently does not get materials into Mark; after three times, perhaps you shouldn’t be a Board Member. She states that perhaps having that set before people run in the fall would be good for setting expectations for future Board Members as well. In response to Andy, Colin details that the By-Laws invest the Board with the right to recall the Board-Staff Liaison, and explains this as a step before a recall. Because this is not in the By-Laws, it will need to be put into the policy set; Colin’s view of this is to give clarity to the Board-Staff Liaison. Therese thinks one of the reasons this wording may sound more harsh, is because the BSL role is unique as compared to the Board and WA. She notes that most Co-ops, who don’t have Black Star’s structure, the Board has a GM that they can hire and fire; she sees this as the Board’s attempt to make sure there is accountability consistent with the structure.
For wording consistency, Colin wonders if it would make sense for C.3.9 to say, “Liaison may be censured by the Board,” as opposed to “will be.” Mark is amenable to this change. Stuart seconds Jessica’s idea of a numeric/definitive process, in order to be clear, for the Board and the BSL. Jake would like this to be included in the B policies for the Board, and he would like to follow U.S. Congressional model, and not have a “three strikes” rule. If a Congressperson does something bad enough, they can be barred or recalled immediately. Donald thirds Jessica’s comments. Jessica suggests an e-mail vote, and Jake suggests that the changes be posted on BaseCamp for Directors to comment on after they are typed up by the Board President or Secretary.
The break will be 5 minutes long.
[Board breaks from 1:40PM to 1:45PM]
MOTION to accept Colin’s B3 monitoring report, Jessica motions, Jake seconds:
9 For
0 Against
0 Abstain
MOTION to accept B.3.8 with the following change, “All Board meetings will be open to the public except when an Executive or Internal Session is officially announced. Executive and Internal Sessions will be only used when the subject matter is related to litigation…”
to accept B.3.8.5 with the following change, “Minutes will be taken during Executive and Internal Session, but will not be included in the official record of the meeting. These minutes are to be treated as confidential, and every effort will be made to keep them secure.”
to accept B.3.9 with the following change, “Completed Board Meeting materials will be made available to the Board at least 7 days prior,” and B.3.9.1 with the following change, “The content required to complete the Board Meeting materials will be made available to the President at least 14 days prior.”
to accept B.3.8.4 with the following change, “Internal and Executive Session” will replace “Executive Session.” Dana motions, Colin seconds:
9 For
0 Against
0 Abstain
Discussion on Membership Benefits
Mark proposes to push the discussion to another time, because the meeting is behind schedule. Jake suggests starting this discussion on BaseCamp, that way Board Members can be prepared during the next meeting. Colin would like to review what membership benefits are. Karinne describes how as a full-fledged Member, you are entitled to join the Board of Directors, to a free beer on the anniversary of the day you joined the Co-op, a birthday beer, you can participate in voting during bi-annual Members’ Assembly Meetings, at the end of a profitable year you can receive a patronage refund, and you can receive invites to Membership events. Therese notes a comment from Steven at the last meeting, where he talked about TABC allowing Member discounts during pub hours; she asks if this is occurring. Dana affirms that it is, with Inverse Happy Hour, and Jake points out that people who come to Pub Hours with the Board receive a discount as well. Board Members discuss a reminder for Members about Pub Hours, including a discount for drinks while attending Pub Hours.
Conflict of Interest Statements
Board Members discuss whether to sign statements as Board Members are seated, or every year. Mark and Jake agree on signing them every year. Therese will scan and e-mail her statement. As an example, Mark says that he puts down every other Co-op that he is a member of, especially for instance, if somebody was a member of another brewery co-op. Board Members will sign the statements after the meeting and give them to Karinne.
Mark suggests that Internal Session minutes be made available on BaseCamp or e-mailed directly to all the Workers, and he volunteers to e-mail the Workers.
MOTION to enter Internal Session for Policy Monitoring, Jake motions, Stuart seconds:
9 For
0 Against
0 Abstain
[Board enters Internal Session]
[Board exits Internal Session]
Board Meeting Day/Time Discussion
Mark suggests a survey that Board Members can fill out. Jessica does not think weekends have been working well and she suggests moving to a weekday. Dana points out that there are limitations to weekday meetings as well. Jake thinks there will always be scheduling conflicts, and he asks where the meeting will be held on weeknights.
STRAW POLL about meeting time change:
4 For
4 Against
1 Abstain
Mark will put together an online survey to address the scheduling.
Voting on Acceptance of Policy Monitoring and Operations Update
MOTION to accept Policy Monitoring Report for D.3, Dana motions, Jake seconds:
7 For
1 Against
1 Abstain
MOTION to accept Policy Monitoring Report for A.2, Donald motions, Colin seconds:
9 For
0 Against
0 Abstain
MOTION to accept Operations Update, Andy motions, Donald seconds:
5 For
4 Against
0 Abstain
Agenda Review
Elections Packet
D.3.1.1
MISO Buyback
Communications
Membership Benefits
Mark requests three discussions at the most, preferably two, to have more time for the two. Jake suggests having BaseCamp discussions to eliminate some of the Board Meeting time. Jessica suggests multiple meetings to get through some of the backlog, and she thinks that talking in person has fewer issues than talking via the Internet. Board Members discuss what would constitute a special meeting; Mark notes that if decisions are not made, it is not a special meeting. Therese suggests a working meeting, with the formal decisions and adoptions at a regular Board Meeting. Andy expresses that he would like to make these informal meetings, but that he feels they are not scheduled early enough in advance.
May Board Meeting Date
Therese will be in town on the 22nd of May. The meeting will be May 15th, barring a date change from the survey.
Calendar Review
MLC Meeting – May 2nd at 7PM
By-Laws Review Committee – April 26th at 8PM at Mark’s house
Pub Hours – May 17th – Jake and Jessica
Pub Hours are scheduled for April 19 from 7-9PM, and Stuart will be in attendance, with Donald possible able to attend. Membership Benefits is the topic.
Action Items
Facilitation (talk to Steven) – Colin
By-Laws Monitoring, Section 2, Members’ Assembly – Jake
B.4 Policy Monitoring – Jessica
Survey for C.2 – Andy
Changes to B.3 – Jessica
B Policies for Director censure – Jessica
C policy changes, D.5, B.10 on BaseCamp – Jessica
Discussion on Membership Benefits on BaseCamp – Jake
E-mail/Facebook about Pub Hours/Member Discount from WA for upcoming Pub Hours
Ballot information (Whitesville’s example) to Dana – Mark
Survey about meeting time (Doodle) – Mark
Survey about policy monitoring – Mark
Monitoring calendar votes to be recorded – Jessica
Mark as an admin on BaseCamp – Steven
Conflict of Interest Statement to Jessica and Donald – Karinne
MOTION to accept Action Items, Jessica motions, Jake seconds:
9 For
0 Against
0 Abstain
MOTION to adjourn, Colin motions, Andy seconds:
9 For
0 Against
0 Abstain
[Board adjourns at 3:15PM]
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