Board of Directors Meeting Minutes

January 23, 2011

Directors Present: Mark, Jessica, Therese, Dana, Colin, Andy, Donald, Stuart, Jake

Directors Not Present: None

Board and Staff Liaison:  Steven

Meeting Minutes Recorded by: Natasha (Not present)

Non-Member Owners Present:

Workers’ Assembly Member:

Call to Order: 12:08PM

Comment Period

Mark proposes that everyone come ten to fifteen minutes early, so the meetings can start on time.  Andy states that he would show up early if he knew that the office would be open, and Steven clarify that the building is open at 10AM.

Mark notes that after the e-mail discussion about the resolution after the special meeting, he was confused as to why he wasn’t getting any feedback; if the resolution is important, Board Members should be providing feedback.

Agenda Review

Andy would like to add ten minutes for a discussion about the patronage refunds project he is heading.  Mark suggests that the Pub Hours time be reduced to five minutes, and Therese accepts reducing her policy monitoring report to ten minutes.  The patronage refund discussion will go between pub hours and policy monitoring, from 12:20-12:30.

Therese asks about the brewpub legislation, and Mark wonders if there needs to be any Board action on the topic.  Donald asks if the Board could officially endorse the legislation in the future.  Steven adds that if the Board agrees to endorse this measure, he could employ the Co-op’s communication resources in support of the legislation.  Donald suggests adding time; Mark clarifies the extra time as being from 3:00 to 3:10PM.

Action Item Review

Mark reiterates that the Directors need to be on BaseCamp.  Business cards has been outstanding.  The new By-Laws, policies, and 2010 Annual Report are not on the website.  Colin uploaded the election pamphlet draft to BaseCamp.

POS modification – Andy

November Meeting Minutes – Jessica has tried to reset her password four times now for uploading on WordPress.  She will e-mail Steven for access and then make the edits.

Steven notes that many of the items were not formally assigned as Action Items in previous meetings.  When examining previous meeting minutes, Steven found that business cards were stricken in October and never re-assigned, the Directors on BaseCamp was discussed but never assigned, the By-Laws, policy, and Annual Report were not reference.  There were two assigned, including in November to add Directors to the e-mail list and in December to add Directors and Term Limits to the website. Mark replies that he felt the business cards were to be stricken until the new Directors were seated, when they would be added as an Action Item.  Steven replies that there is no discussion of this in the November or December Meeting.  Mark notes that Lisa Jones discussed the Policy Set, the By-Laws, and the Annual Report in policy monitoring.  Steven doesn’t think it’s fair to conflate individual Director’s opinions about Board actions with formal accountability, if they are not formally assigned.  Mark states that he recalls that it was part of an accepted monitoring report by Lisa.  Mark asks if these can be formally assigned now; Steven is acceptable of this, as long as they are listed in the meeting as formally assigned.

Andy wonders about the possibility of generating reminders using BaseCamp; he thinks BaseCamp would be useful in assigning Action Items.  Therese agrees with Andy and points out that Board Members should employ their own systems to remind themselves of the due dates.  Steven comments that the Workers’ Assembly does not use BaseCamp anymore, and it could be used solely for the Board, under the Board’s expenses.  Mark notes that we just need to use it, and that perhaps this would be a good item for the Secretary, to put a reminder on items as they are loaded on BaseCamp.  Steven would like the business cards stricken, because he believes it’s not a priority or a good use of limited cash.  Andy points out that the Board can get 500 for free from VistaPrint, paying $4.99 for shipping.  Jessica replies that she would absorb the cost herself in order to have a Black Star card.  Steven will forward the PDF of the FrontPage to Board Members.  Mark formally requests that the new Directors be added to BaseCamp, and that the new copy of the By-Laws, policy set, and the 2010 Annual Report be added to the website by the Workers’ Assembly.  Additionally, the Workers’ Assembly is assigned with sending a PDF of the business card design to the Board, and business cards are stricken.

Consent Agenda

Internal Supplemental

Regular and Executive Session Meeting Minutes, Workers’ Assembly Update for December

Mark notes that the point of Consent Agenda is to vote in the affirmative of things that are not covered in detail later, including Meeting Minutes.  However, the Workers’ Assembly Update is gone over in detail, and Mark suggests that we do not put it on the Consent Agenda, but accept it with the monitoring reports.  He requests to strike the Workers’ Assembly Update from the Consent Agenda and proposes to approve the Regular and Executive Session Meeting Minutes.  Steven adds that anything the Board feels they can grab on right now would be fine to add as well; he thinks it is worthwhile to ask if upcoming policy monitorings are accepted to be put on the Consent Agenda.

Jessica notes that with regards to the December minutes, the hollow space of the Board Retreat meant that Natasha was not able to catch some of the meeting, include some of the motions and seconds, and that she will start recording who motions and seconds action.

MOTION to approve Consent Agenda, Jessica motions, Donald seconds:

9 For

0 Against

0 Abstain

Pub Hours with the Board

There were two, one on January 3^rd and one on January 18^th.  Only one person showed up for the January 3^rd Pub Hours; there was no reminder.  Jessica points out that the 3^rd was the same date for the MLC Meeting that did not happen.  Steven notes that on the Facebook page for the MLC Meeting, two people commented that the discussion of the MLC Meeting topic would be useful.  Dana says that the lack of communication about the meeting was her fault.

Jessica and Jake were at the January 18^th meeting.  Jessica felt like the Pub Hours went well; Donald, Steven, and Stuart were also present.  Jessica noted that she also really likes the barninsula.  Jake suggests having the meetings outside, combining the tables when the weather is better.  Steven describes how one of the barninsula parts can be moved close to the dartboards, which creates more surface area, but it is all standing room.  Donald thinks a more meaningful format for Pub Hours would be beneficial, with focused topics for discussion.  Jake agrees that there should be a topic for Pub Hours, and he also supports permanent signage.  Mark suggests name badges.  Jessica is interested in having Ladies’ Bar Hours again, and she thinks it would be a good way to draw in different people; she would like to see a dedicated Ladies’ Bar Hours once every month or bi-monthly.  Colin likes the idea of themed Pub Hours; he calculates that there would be 24 meetings and then 24 topics.  He asks if it would be better to have the meetings once a month.  Mark also supports once a month but notes that topics could be repeated, such as membership benefits.  Jake suggests that Vision Discussions could be held with members as well.  Donald remembers the idea of soliciting benefit ideas from the Membership, and this topic could be included in the ongoing Member Benefits discussion.  Therese supports Jake’s most recent comment.

February Bar Hours will be on February 7^th and February 15^th.  Steven confirms that both dates are available.  Andy and Mark will be present at the February 15^th meeting.  Dana, Stuart and Colin will be present at the February 7^th meeting.

PRP Discussion

Andy describes the objective of this as being to provide patronage refunds ala REI, Rochdale, etc, to the members.  We need a method to determine how involved Members are, how to give back to those Members.  Andy says that the privacy of individuals has to be protected; we could associate the Member number with how much they spend.  Any other information, in terms of statistics, would be anonymous.  Andy asks if we count the amount the Member Owner spends on themselves, or do we count the whole ticket and how they spend it.  Steven notes there is no way of separating it out.  Andy asks if we want to give more credit for the drinking of house beers.  Steven explains that we need to have a consistent base, be it in credits, dollar amounts, ounces of beer, etc.  Donald notes that the dollars spent measurement is what other Co-ops generally use.  Andy notes that the data needs to be available to Members in a secure way through the website.

Andy also wants to give credit to people who participate in the cooperative principles of the brewery, such as being on the Board, the work that is done to support the Co-op in committees.  Hopefully this will make people want to join, because they get refunds and benefits.  Donald thinks it’s an interesting idea and a larger discussion; it’s an ongoing topic.  Jessica agrees, and states she doesn’t have a clear picture of the committees that are active.  Andy thinks this could also be added on later, after the initial system is set up.  Steven points out that this is worthwhile but separate from the Patronage Refund; attendance and contributions could be acknowledged with awards at Members’ Assembly Meetings.  Mark asks if there should be a temporary committee to discuss Membership benefits related to patronage rebates and benefits for volunteering.  Andy clarifies that this would be a working group, set up by the Board.  In response to Andy, Therese says there could be a committee to answer some of the questions, and the working group wouldn’t have to be the same as the Board Committee that answers the questions.  Donald thinks that an ad-hoc committee to address these questions would be beneficial, but it also sounds like there needs to be computer web and code developers involved.  Andy asks if it’s possible to send out information to the Membership to find volunteers for this aspect.  Steven thinks this a specific task that needs to be done and agrees with a June deadline.  Andy wants to coordinate with the Workers’ Assembly to draft a message to the general Membership for recruitment.

The board members create a charter, which is:

To provide Patronage Rebates to our Membership, the purpose of the Patronage Refund Project is to create a technology-based solution that the Committee will build and maintain, with a budget of $0.00.  The system should be completed by June 2011.

MOTION to approve the charter as stated by Jessica, Colin motions, Donald seconds:

9 For

0 Against

0 Abstain

Policy Monitoring

C.1:  Therese believes we are in compliance, but she did propose a change to C.1.2.  She thinks it might be beneficial for the Board to know when these situations happen and when these requests are disruptive.  She doesn’t think it would take much time on Steven’s part.  Steven responds that the transparency makes sense and says that if the decisions were made for time reasons, this should be communicated to the Director or Committee that made such a request.  Andy wonders if the Board has to approach Steven as whole body, rather than a single Director being able to ask Steven.  Colin clarifies how Steven would have to respond to a request that he is rejecting.  Therese notes a grey area of a chartered committee that may need assistance from the Workers’ Assembly.  She thinks this policy should be the guideline that the Board-Staff Liaison and the Board use.  There is no objection to the suggested amendment.

MOTION to accept Policy Monitoring Review with changes including the words “The liaison will notify the Board when such a request is made and if refused, will give the reason for refusal,” Jake moves, Donald seconds:

0 For

0 Against

0 Abstain

Vision Discussion: Policy Monitoring Format Discussion

Mark highlights that with this format, everyone is looking at the policy and can put a score on the monitoring; if everyone agrees that nothing is wrong, it can be placed on the Consent Agenda and then be done.  Donald thinks it is very clear, effective, and simple, including room for comments from Members.  He wonders if the current Secretary is okay with heading up the process and Jessica states that that is fine.  The reviews would need to be completed ahead of time.  Mark points out that Wheatsville does this now, along with other co-ops.  Andy agrees with Donald and believes this will engender more involvement from every member of the Board.  Jessica states that she worries about who was leadership of the policy, and she finds that the exercise of in-depth review is really helpful in creating institutional memory.

Colin describes the process that Wheatsville uses for this approach.  Mark explains that with the Policy Monitoring Calendar, everyone knows what they are supposed to monitor.  They don’t see what the score is until a week before the meeting; that’s the first time Directors get to see what anyone else said.

Therese likes the idea and wants to second what Jessica said.  She suggests building in a quarterly in-depth discussion of policies to ensure there is significant time spent on examining them, without doing this at every meeting.  Donald assumes this wouldn’t work for A and D policy reviews, because those policies are monitored by the Board Staff Liaison.  He also points out that each one is generally summarized with in or out of compliance, and he wonders how that will work with this policy.  Mark points out that compliance is generally not black and white anyway, and that the scale system could reflect this.  Mark supports the policy review that Therese suggested, and he suggests a discussion leader per month that goes over every part of the policy, what they think it means, that would tie it all together.  Jessica supports this, if the ideas are committed to paper, and she wants to try this policy.  Board Members agree to give this policy a try in the next meeting.  Jake suggests an Excel, standardized format that can be uploaded to BaseCamp.

Board Discussion on Annual Report and Assigning of Articles

Mark explains that he was taken by surprise about getting started on the Annual Report.  He will upload the calendar he has to BaseCamp so everyone is aware of what is coming every month.  According to the calendar, the Members’ Assembly Meeting will most likely be in March, so the articles need to be ready in February and assigned now.  Mark thinks it would be good to have an Annual Report where he says something about Leadership Development, running for the Board, Membership Report, etc.  Colin supports this and thinks that if anybody wants to write for it, it shouldn’t be a hindrance.  He also thinks that the LEED certification and other features would a good topic for the blog and perhaps the Annual Report as well.  Donald asks about what types of articles have been written in the past and suggests that if the Board decides to endorse the legislation that would be a good topic as well.

Steven points out that March is a tough month because of SXSW; the first weekend in April is a Saturday and is also the 5^th birthday of the organizational meeting.  He thinks that if the Board wanted to have a Members’ Assembly Meeting and a private, Member Appreciation Meeting, the early April time would be good for that.  Jessica supports this, because she will be gone all of March.  Mark notes that the reason they are separated is because the By-Laws state that there need to be three meetings and two business meetings.   Steven proposes Sunday, March 6^th, because Sundays are the slowest day and that would be an opportunity to do the Sunday Roast menu.  Therese is willing to write an article about running for the Board or Leadership Development for the Annual Report.  Jessica wants the advertising for this meeting to go out within the next week, because she feels like she has received a lot of criticism about not having enough time to plan.  Donald suggests putting the new Ends Policies in the Annual Report as well.  Colin suggests an article about what has been done to work towards the Ends Policies.  Jessica says she could write about how the Board has been chronicling things to foster institutional memory.  Dana volunteers to write about the Membership growth over the past year.  Stuart would be happy to write an article or contribute to an article about Black Star’s role in pending legislation.  Andy volunteers for a history article.

Articles so far:  Mark will write about Ends Policies, Therese will write about leadership, Colin will write about LEED certification, Dana will write about Membership growth, Jessica will write about chronicling, Stuart will talk about the brewpub legislation, and Andy will write about historical cooperation.

The articles need to be completed by February 13^th.

MOTION for a break, Jessica motions, Donald seconds.

[Board has a seven-minute break]

[Board returns at 1:31 from break]

MOTION to enter Executive Session, Jessica motions to enter Executive Session for the Workers’ Assembly Update, the Policy Monitoring of A.1 and B.1, and a discussion of Board Communication, Jake seconds:

9 For

0 Against

0 Abstain

[Board returns from Executive Session]

MOTION to extend meeting by 20 minutes and re-enter Executive Session, Jessica motions, Donald seconds:

9 For

0 Against

0 Abstain

[Board enters Executive Session]

[Board exits Executive Session]

MOTION for the Board to return to Executive Session for 15 minutes, Jessica motions, Donald seconds:

9 For

0 Against

0 Abstain

[Board enters Executive Session]

[Board exits Executive Session]

February Meeting Agenda

Next Board Meeting – 3^rd Sunday of the month, February 20^th

Board Members discuss meeting schedule and who to invite to the special meeting.

Special Meeting – February 13^th 12-2PM – at Mark’s house

MLC Meeting – February 7^th – 6PM

Articles due for Annual Report – February 13^th

Women’s Leadership Development Pub Hours – February 15^th

B.1 Policy Governance Monitoring – Mark – this will be completed using the template

Patronage Rebates follow-up from Andy

Update from Workers about meeting

Jessica will discuss double bubble and purpose of Executive Session

Legislative update

MOTION to adjourn, Dana motions, Donald seconds:

9 For

0 Against

0 Abstain

[Board meeting ends]