November 2010 Meeting Minutes – Regular Session
Board of Directors Meeting Minutes
November 14, 2010
Directors Present: Mark, Steve, Andy, Donald, Stuart, Dana, Jake, Ed
Directors Not Present: Colin, Jessica
Board and Staff Liaison: Steven
Meeting Minutes Recorded by: Natasha (Not present)
Non-Member Owners Present: Rose Marie Klee
Call to Order: 12:09PM
Comment Period
Previous Board Members include Steve, Ed, Andy, Donald, Jake, and Mark. Directors to be seated include Stuart, Dana, Jake, Jessica, Therese (via phone).
Andy would like to discuss Director recognition and how that can be worked out for example a discount, for example, reducing the current 50% discount for standing Board Members and creating a discount for previous Board Members. Andy would also like to discuss Membership Credits and the procedure regarding it; he wants to volunteer to manage the project. He thinks it can be accomplished with no cost; it just needs to be defined.
Agenda Review
No changes to the agenda
Action Item Review
Policy changes will be shown to the Board when completed
Ends Policy needs to but in the Register
Consent Agenda
October minutes for regular and Executive Session
Workers’ Assembly update for November
MOTION to accept Consent Agenda, Jake motions, Andy seconds:
5 For
0 Against
1 Abstain
Seating New Directors and Re-Elected Directors
New Directors to be Seated: Stuart West, Dana Curtis, Therese Adams
Re-Seating: Jake and Jessica
MOTION to seat new and re-elected Directors, Steve motions, Andy seconds:
6 For
0 Against
0 Abstain
Election
Mark has included most recent Election Results. Steven explains the voting process and how close the vote was for Steve and Jessica. Mark notes several issues with the election. The election packet did not get sent to Mark before being published. He notes that some of the requirements were not feasible; the logo was not visible for some people. Mark also notes a concern over enforcing the length of answers. Jake and Andy clarify who was involved with the election process and packet. There was no conflict of interest statement question for the candidates – it was ignored until the last minute. The election started late, and it needed to be open for 30 days. Colin will create a manual for the process in the future.
Ed comments that he would like to be able to see candidate speeches online or in some manner that everyone can see the candidates. Board Members discuss having candidates at Bar Hours before/during the election so there are opportunities for Members to meet them. Andy wants to see the terms updated on the website. Steven points out that terms for the newly seated Board Members need to be decided. There are three three-year terms, one two-year, and one one-year term. Jessica is not present, so the terms will be decided at the next Board Meeting.
Dana clarifies, should there be a stipulation that in order to vote, you must have been a Member before the election started? Rose Marie agrees with the sentiment – she points out that this issue works in another way; how long should you be a Member before you can run for the Board? Wheatsville doesn’t have requirements for this. She suggests thinking about how fairness may fit into the Board elections process. Mark suggests this can go into the Board election packet. Jake responds that the minimal membership time was left out on purpose, in order to not limit the amount of people running. Therese notes that a waiting period of Membership before voting may need to be a By-Law. Donald clarifies that a similar change to the By-Laws would be needed for Board eligibility of Members. Jake notes that with this thinking, the requirement of attending a Board Meeting in order to be eligible should be in the By-Laws.
Rose Marie describes the Board elections process for Wheatsville: you can run by petition, run as endorsed by the current Board or not endorsed by the current Board. The process has only existed for three years. Rose Marie also describes the process of a “slate” for election or the process of requiring “seats up for election” plus a number of other candidates.
Election of Officers
Mark intends to run for President again, and Jessica would like to be a candidate for Secretary. In lieu of Jessica’s absence, only the vote for President will be held.
MOTION to nominate Mark as President, Donald motions, Therese seconds:
7 For
0 Against
0 Abstain
Future Meeting Times
From the e-mail discussions, Mark thinks that Sunday is still the best day for everyone. He also suggests that the Board hold the Board Retreat in December when Therese will be in Austin. The Board will stay with second Sunday as the meeting, and the Board Retreat will be planned at the end of this meeting.
Board Responsibilities
Mark outlines the Board responsibilities during meetings. He defines the comment period, agenda review, action item review, and the consent agenda. He also notes that he will be posting meeting minutes on the blog. There are four sets of policies: A, B, C, and D. A Policies are the Ends Policies, and B Policies relate to the how Board does its business. D is the Executive Limitations Policy, or what the Workers’ Assembly can and cannot do. The C Policy outlines the relationship between the Board and Workers’ Assembly. There is a regular calendar of Policy Monitoring; every policy is monitored once a year. When you are reviewing policies, you comment on whether or not the Board is in compliance with the policy. The Board reviews Policy monitoring and whether or not to accept the monitoring.
Membership Linkage Committee Update
Mark asks about the MLC’s discussion of the upcoming Board Retreat. Jake thought this was a Board concern.
Board Members discuss how close the Members’ Assembly meeting was to not making quorum. What would be a better draw for attendees?
Mark asks if there is anyone who would like to be on the MLC, who is not currently on the MLC? Jake explains that the MLC helps the Board satisfy its policy requirement of maintaining contact with Members, assessing wants and needs, encouraging involvement in the Co-op, and it also runs elections. Mark adds that MLC is important, because getting good Board Members means having good connections with the Members; he thinks there should be an understanding of what the MLC is for. He suggests nominations and Board perpetuation and education should be at the forefront. Mark would like to nominate Dana as the new MLC chair.
Dana has previously been an organizer with the Texas State Employees Union. She focused on developing leadership, getting candidates to serve on Committees, getting people to take days off to lobby at the Capital, and run for delegates to the general assembly. She has a lot of experience planning events and talks to Members frequently.
MOTION to nominate Dana as chair of the Membership Linkage Committee, Mark motions, Donald seconds:
7 For
0 Against
0 Abstain
Mark believes that Jessica, Colin, and Jake want to stay on the MLC. Jake, Steven, and Therese discuss how the MLC is formed and who can be on the MLC, based on the By-Laws. Andy wonders if informing Members of MLC meetings will increase participation. Mark wonders how people will become interested when there are fewer opportunities to volunteer, now that the Co-op is open. Donald would like to be a part of the MLC. Andy believes there is some topic or issue that will get Members interested in working with committees; Jake suggests it as a good discussion for the Board Retreat. Donald clarifies that these committees would be ad-hoc. Dana notes that promoting meetings as “open” may encourage people to de-rail meeting agendas. Therese points out that the Board encourages Members to use the Comment Period at Board Meetings to relay concerns. Additionally, the MLC meetings would not be representative of the Board, so an open-forum style would be difficult to address.
Pub Hours with the Board
There were not many Members at the Pub Hours; Jake reiterates communications, signage, and nametags as concerns. He suggests increasing structure of the time to encourage interaction with Board Members. Steven thinks the bar-ninsula is too closed off. The first Monday and third Tuesday are the dates for Pub Hours. Steven notes that the different days of the week may not be as clear for people to remember, and the Monday time conflicts with the Co-op’s Glass Night. Members discuss what events occur throughout Austin on what days. Mark thinks that having Bar Hours on the same night as Glass Night is good, but Steven suggests it is doubling up and eliminating additional patronage. Board Members clarify that they are fine with Pub Hours being secondary to Glass Nights for the time being.
For November, the next Pub Hours will be November 16th, from 7-9PM.
For December, the dates for the Pub Hours will be the 6th and 21st.
Dana clarifies that the Workers’ Assembly communicates about the Pub Hours and also supports the Board through signage.
Policy Monitoring
Board Perpetuation: Donald felt that compliance with Board Development was ambiguous. The Board is not formally in compliance, but he doesn’t believe there is an issue since it was accounted for from the start. On the last point, Donald believes the Board is in compliance even with the complications.
MOTION to approve Policy Monitoring Report, Andy motions, Jake seconds:
7 For
0 Against
0 Abstain
Board Discussion on Cost of Governance
Mark sent an article and video link about budgeting to the Board. Jake and Andy point out that they have sent several e-mails that have not been successfully sent to the Board.
There are two outcomes for this time – Mark thinks the best outcome for the Board is to get some minimal budget, between $2,000-$4,000 in governance costs. Throughout the year, if the Board feels more comfortable with finances, they can make more expenditures. Mark asks how the Board feels about $4,000 in governance for the upcoming year. Steven notes that Black Star is starting a new business planning cycle, and this is the first time it will be completed with the whole pub to address. The business team is developing hard limits and will work backwards from those. Steven thinks the Board’s cost of governance would fall into these hard limits, or top-level requirements. The greater question appears to be when the costs will be needed.
CCMA is expensive for registration, in addition to hotels; Steven estimates a total of $2,000/person. Andy suggests staying with housing cooperatives if possible. Therese points out that CCMA is also very focused on food cooperatives. Mark was not expecting to send anyone to conferences this year. The $4,000 estimate would pay for the Board Retreat, the minutes, the CDS consultants. Mark thinks CDS is the biggest bang for the buck, because they can be beneficial immediately. Steven points out that conferences are good to encourage awareness that Black Star “is not alone” in its endeavors.
Rose Marie notes that the experience so far with CDS has been great. The one-day training helps for “big picture” issues and higher-level detail for important concepts. The training at the Board Retreat was really beneficial for the Board. Steven points out that there could be proposals from other organizations that do similar work as CDS. He also notes a $4,000 budget would be more like $5,500 because of the $1,200 in Board insurance. Rose Marie thinks the important part is that they focus on policy governance boards. Andy suggests that the Board put together a presentation for a conference, in an attempt to get a free pass or two.
There is no proposal from CDS yet. They wanted to know how much money there would be, in order to work with the dollar value. Mark believes they see this as their way of getting their foot in the door.
Mark and Steven clarify that the allocation of the minimum amount will be done at the Board Retreat.
Board Vision Discussion about Communication
The Board intends to set expectations for what the Board expects about communication to the Membership through the Board-Staff Liaison. Mark thinks a lot of previous issues were about not being clear with expectations, and the Board wants to make sure everyone is on the same page. Jake suggests a format for how communications should be delivered and a tag line at the bottom of e-mails for response times in order to set-up expectations. Board Members discuss methods of communication, such as an automatic e-mail. Rose Marie asks Steven if the timeline has worked so far and what needs to happen to make the timeline work better. Steven replies that the majority have gone well, and Mark points out that there have been some issues with Bar Hours communication. Steven clarifies that the Workers’ Assembly needs to know the Board’s priorities.
Stuart wonders if Facebook is the preferred message delivery system of Black Star, because that is where much of the information is. He notes that for Austin Beer Week, the information wasn’t available until the day before as to what beer would be available, food, and entrance fees. The information was only put on Facebook. Steven responds that Beer Week was a learning experience for everyone; it was unclear if Black Star would get the ingredients. Mark is concerned about what will happen if only one Board Member is available for Pub Hours – Steven replies that if it’s a set schedule, it should go on.
Mark reiterates the Directors do have to speak through the Board-Staff Liaison for direct Board communication to the Workers. Jake would like the topics of “When is a Director not a Director” and “When is a Workers’ Assembly Member not a Workers’ Assembly Member” as discussion points at the Board Retreat. He would like to know where one ends and the other begins; he mentions the “one voice” policy, where Board Members individually cannot represent the Board or Co-op.
There will be more time for this discussion added for the December meeting.
[Break from 2PM to 2:06PM]
MOTION to enter Executive Session, Jake motions, Andy seconds:
7 For
0 Against
0 Abstain
[Board exits Executive Session at 2:41PM]
[Dan Gillotte arrives]
Discussion on Financial Oversight
Mark explains, the Board is charged with making sure the Co-op doesn’t go under. The Board wants make to sure they are “keeping their eye on the ball.” He asks, what is a level of mongering that is not too burdensome, and responsible? Monthly, weekly, quarterly updates? Mark brought in Dan because of his experience; he has been working for Wheatsville for 13 years.
Dan hopes to give another view of monitoring, from a General Manager/Workers’ Assembly perspective. Additionally, figuring out the balance between burden and proof. Wheatsville has been doing policy governance since Dan has been there, but they weren’t doing it right for a long time. They have moved from relying on Dan’s word, to now, where they compare themselves to other co-ops and have external experts provide benchmark ideas.
Every quarter, Wheatsville has financial monitoring. At their baseline, the financial policies are attempting to make sure you don’t enter fiscal jeopardy with the Co-op; that’s the primary responsibility of the Workers’ Assembly and the Board. Dan tried to have regular metrics to show that Wheatsville wouldn’t be in fiscal jeopardy, with the most important being cash on hand. He believes some sort of cash metric is crucial, such as finding out what other brewpubs or bakeries have for cash on hand. No matter what else is happening, cash is the most important concern.
Wheatsville does a monthly operations report for the Board that includes a high and low bank balance for the period. Beyond cash, what are the other metrics of a business like this? On a quarterly basis, Wheatsville looks at current ratio: your current assets to your current liabilities. There is also a quick ratio, which is good for start-ups, cash compared to your current liabilities. Overall, he encourages the Board to work with Steven to figure out what metrics are important and reasonable for due diligence.
Donald asks how often snapshot reports are given to the Wheatsville Board? Dan responds that there is an operations report every month that has a sales trend comparing this year to the previous. There is also a comparison to last year and the budget, and then there is a high/low bank balance. All of this is on one page. Every year, Wheatsville publishes its annual report with consolidated statements. It’s in the Breeze as an insert.
Mark likes the idea of how many “days of cash” the Co-op has as a metric. Dan thinks these metrics and overviews help to give the Board confidence and also make monitoring finances easier in the end. Andy brings up the topic of how to relate information to members. For basic questions, Dan thinks people will respond to more concrete answers. Steven is comfortable including the metrics that Dan suggested in the monthly Board reports. Dan relays the idea of effectively focusing on one or two elements at a time during start-up phase – pushing sales is the base concern right now, and then you can look at sales or margin of labor. Steven hasn’t included the metrics so far, because the house beer has not been running yet.
Mark suggests sales to check, the sales per labor hour, the high and low bank amounts, how we’re doing compared to the business plan, comparing to previous months as starting metrics. Stuart suggests an average daily balance as opposed to high and low for the month. Steven responds to Therese’s question about gathering metric data – other pubs will most likely be more opaque because they are not co-ops.
[Dan leaves at 3:07PM]
Mark suggests that further questions about financial monitoring be held for e-mail discussion.
Meeting Agenda
Board Powers – Mark notes there is an interesting structure, where the Board is hamstrung in unique ways. He would like to talk about this soon, so Board Members can be on the same page about how or when they could step in were an emergency to happen.
Board Agenda and Calendar – Hopefully this can be wrapped into the Retreat.
Board Compensation for current and former Directors – Steven asks that this be moved until after it can be included with part of business planning.
Issues with the website – Mark thinks this can be held off.
Mark will include these as possible for the next Board Meeting, and he plans to get the agenda out two weeks before the meeting. The next Board Meeting will be the retreat.
December 19h will be the next Board Meeting and Board Retreat. Jake notes that McKinney Falls will have several hikes going on December 18th.
Pub Hours
November 16th, December 6th, and December 21st are upcoming Pub Hours
November 16th – Donald
December 6th – Mark (Liveable City Holiday Party)
December 21st – Therese, Dana
Therese suggests an event-planning discussion for the next Board Meeting.
The Grand Opening is set for December 10th-12th. The MLC meeting will be the first Monday of December at 6:30PM.
Colin volunteered for B.9 Policy Monitoring.
Mark suggests a shorter meeting to plan for the Board Retreat/Meeting, but this will be discussed over e-mail.
New Members need to be added to the Board e-mail listserv.
MOTION to adjourn, Andy motions, Stuart seconds:
7 For
0 Against
0 Abstain
[Board adjourns at 3:22PM]
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