Board of Directors Meeting Minutes
February 24, 2011
Directors Present: Stuart, Jessica, Jake, Donald, Colin, Mark, Dana
Directors Not Present: Andy, Therese
Board and Staff Liaison: Steven
Meeting Minutes Recorded by: Natasha (Not present)
Non-Member Owners Present:
Workers’ Assembly Member:
Call to Order: 8:02 PM
Comment Period
Mark asks if there are any opinions about the new format of the Board packets; Board Members noticed the change.
Andy would like to discuss following up on House Bill 660. Colin notes there is an article in the Austin Chronicle that gives an update on the Bill and explains the situation. Stuart has made a blog post about the Bill as well, and Steven is working on a media plan for March that will highlight Bill 660 and the train service.
Agenda Review
Mark suggests removing the Vision Discussion – Board Members are friendly to the change.
Mark suggests the Confidentiality Discussion can be 5 minutes – Board Members are friendly.
Colin suggests Pub Hours with the Board be 5 minutes – Board Members are friendly.
Action Item Review
Steven needs information confirmed for business cards
Consent Agenda Items
Jessica proposes changes to the January Minutes, including: during the last vote to adjourn, Donald seconded the motion.
Mark clarifies a previous discussion about D.4.3.3, where the Board will be notified if the cash on hand level falls below 7 days of operation expenses. The proposed amendment is to add D.4.3.3, which says, “The Board to be informed when cash levels drop below the amount necessary for seven days of business operations.”
MOTION to accept D.4.3.3 and changes to January Minutes, Jake motions, Donald seconds:
6 For
0 Against
0 Abstain
Pub Hours with the Board
At the February 7th Pub Hours, Colin notes that two people attended. No one attended the second Pub Hours, and Jessica believes we need to do a better job of communicating the Pub Hours to the Membership. Jake suggests reducing the number of meetings to one per month and Board Members are in agreement.
The next Pub Hours will be Tuesday, March 15th, and Donald and Jake will attend.
B.1: Policy Governance
Jessica believes it would be a good idea to order the seven parts that the Board is supposed to do, arranging them by emphasis. Mark and Jessica feel the Board needs to be better at holding each other accountable. Mark discusses the monitoring calendar.
[Dana arrives at 8:24 PM]
Mark and Jessica continue discussing the Policy Monitoring Calendar and its level of specificity. Jessica gave the Board a low score for assuring performance by monitoring and discussing compliance, because there hasn’t been a Policy Monitoring Calendar used effectively. She envisions a spreadsheet for each month, where future Board Members can look back to how compliance has been viewed previously. Several Board Members agree that this is a good idea, but think this is a unique interpretation of B.1.3.1.
MLC Meeting
The next MLC Meeting will be March 7th at 6PM at the Co-op.
Calendar and Elections
Mark included as much on this calendar as possible for the upcoming year, such as when the Board Packet goes out. Board Orientation – Dana suggests holding two “Meet the Candidates” events during Pub Hours during the two Pub Hours before the election. She also suggests that the topical Pub Hours become a blog post to recap the conversation. Colin points out that the Board is supposed to recruit candidates for elections.
Board Discussion on Levels of Confidentiality
Mark describes the difference between Board Session and Internal Session. A Board Session would be information just for the Board, and an Internal Session would be what the Board and the Workers’ Assembly should know. Steven wonders where this would be codified. Jake asks if the Board Session can be called Executive Session, that way only Internal Session needs to be added. The Internal Session would be only for Workers’ Assembly Members, with the ability of the Workers’ Assembly to choose what other employees can be privy to the information. There will need to be a policy change to incorporate the Internal Session language, and Therese volunteers for this. Jessica believes the levels of confidentiality are a transparency issue: she thinks that if the Board is discussing confidential information about personnel, real estate, or litigation, people should be able to figure out that something is going on from the minutes.
Upcoming Members’ Assembly Meeting
Mark points out that the MA Meeting is a good opportunity to make By-Law changes, and he notes 1.6.3 will be changed from “After a period of two years, the Membership capital of an inactive Member will be considered a donation to the Co-op.” After talking to Dan Gillotte of Wheatsville, it appears that this language needs to be changed, because unclaimed property reverts to the State. This language can be removed or altered to note that it becomes unclaimed property. Steven would like to take time to make sure due diligence has been pursued before changing this. Mark believes it’s really easy to remove this language. Board Members wonder how the Membership will interpret frequent changes to the By-Laws. Mark notes that the By-Laws are good for Membership interest in meetings and does not believe they are irresponsible changes.
Jessica asks about the Ends Policies, A.2.1, “To be an advocate and educate for and educate the Membership about the Cooperative Model, beer, and breweries,” and wonders why the Board is not considering adding food to that list, as suggested from the membership during the last MA meeting. There was a suggestion to change 1.6.2 to say that as long as you’ve made a good-faith payment, your Membership won’t be inactivated. The next change is to edit the language on quorum to remove language regarding “the running average of the last two.” Steven notes that the intention of the running average was to set standards for greater and greater participation; there was hope of having some percentage of active Members for quorum. Colin asks what would happen if 250 people showed up to the meeting. Donald suggests not changing the By-Laws is fine if it is reflected elsewhere in policy, saying that we are supposed to try and get more people.
Jessica believes there should be a meeting about the Board Staff Liaison election. Steven is working on 4.1, for changing the idea of an apprenticeship; all that will need to be added to the By-Laws is a clause that includes workforce, “who have completed an apprentice period as defined by the Workers’ Assembly.” Mark points out 5.4, which states that if minor changes are made to the By-Laws, then as a whole they do not need to be reviewed for five years, and he suggests that this be changed as well. He also suggests a one-time meeting for By-Law and Ends Policy discussion.
Steven thinks that if the meeting is held before the party, that provides the best chance of getting people involved, who may not otherwise come. Mark wonders if 90 minutes will be enough, or if two hours should be blocked. Steven notes three procedural items that can be announced at the meeting: the plastic keg shells, the late-night happy hour/train service, and member appreciation days. Mark concludes that two hours will be blocked for Board and Workers’ Assembly time.
Mark suggests the topic of cooperation among cooperatives, where Dan Gillotte can come and speak. The topics of democratic member control, voluntary and open membership, education and training are suggested as well. Dana says that education for community would be easy too, because several events have been happened and are planned. Education and training, cooperation amongst cooperatives and concern for community are the topics. Board Members discuss whether or not the kitchen should be open and when. Steven believes the Co-op should be closed for regular service, and that this event will have more of a “member appreciation” approach. The e-mail announcing the April 2nd Members’ Assembly Meeting will be sent out by April 2nd, and there will be a later e-mail announcing specific details.
Discussion leaders will be as follows: Dan Gillotte and Mark for cooperation among co-operatives (and possibly Third Coast Workers’ Cooperative), Dana for concern for community, and Jake with another volunteer for education.
MOTION to enter Executive Session, Dana motions, Jessica seconds:
7 For
0 Against
0 Abstain
[Board enters Executive Session at 9:08 PM]
[ADDITION BEGINS]
[Board exits Executive Session at 9:47 PM]
Dana proposes getting a book of zip-codes cross-referenced with legislators, and then a form letter that people sign and address, that can be sent individually to the representatives. She notes there is not space for a computer. Dana notes that there are a lot of potential volunteers from the Membership who could stamp and send the letters. Jake outlines what is needed, including letters, a laminated one-page, an e-mail sign-up list. Jessica clarifies that the Co-op’s stamps and postcards will be used. Dana is going to put together bullet points about the legislation, and Jake suggests signage that stands up on the counter.
March Meeting Agenda
Section 1, By-Laws Monitoring – Dana
Vision Discussion
Members’ Assembly Discussion
Policy Monitoring B.2 – Jake
Action Items
Pub Hours with the Board E-mail, HB 660, Discussion of By-Laws Changes, MA meeting, send out an e-mail by 03/2 stating that we are having an e-mail 04/2, MA meeting on website – Steven
Request that Steven provide 940 form – Mark
Resolution on 0% dividends – Steven
Books with representatives’ info – Jessica
Draft the changes to the B.3 policy with Jessica’s notes, make postcards regarding HB 660, monitoring of Section 1 of By-Laws – Dana
Colin and Steven clarify that the website update to improve feedback possibilities will be live on Monday. Instead of a physical feedback form at the Co-op, Steven anticipates a business card with a link to the online feedback form, in order to avoid data entry. Steven is also wary of the possibility of workers intercepting negative feedback with a physical form.
Jessica points out there is no bio for Stuart or Therese on the website (they need to be posted), and Jessica wants a recent picture.
MOTION to accept action items, Donald motions, Jake seconds:
7 For
0 Against
0 Abstain
Calendar Review
Pub hours – 03/15 at 7PM about HB660
MLC – 03/07
MA Meeting Committee – By-Laws review – 03/02/2011 6:30PM
March Board Meeting will be from 12:00-3:00PM on March 20th.
MOTION to adjourn, Colin motions, Donald seconds:
7 For
0 Against
0 Abstain
[Board Meeting ends at 10:09 PM]
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