Black Star Board of Directors Meeting Minutes
DATE: June 28, 2015
LOCATION: Arts + Labor
CALL TO ORDER 12:02pm
ATTENDING DIRECTORS: Steve Basile, Michael Handy, Charles Hueter, Scott Kelley, Annelies Lottman, Kenley Maddux, Cole Noppenberg, John Vinson
ATTENDING CO-OP STAFF: Nicole Renaux, Travis, Amy, Vinny, Mike, Justin, Rye, Rachel,
Amy is happy to be here!
Consent Agenda and Action Item Review
Kenley moved to put policy monitoring reports A.3 Environmental Sustainability, C.4 Monitoring the Workers’ Assembly Performance, and D.5 Asset Protection on the consent agenda, Scott seconded, vote passed 8-0-0. Kenley moved to strike internal session details from the May minutes and then accept then, Annelies seconded, vote passed 8-0-0. Charles and Cole will finalize and turn in the minutes from March and April for board approval and public posting. The board agreed to put the report required by Board Policy Bylaw B.5.9 in the annual Members' Assembly report and will follow up on the process and details for this in the next board meeting.
MISO and Investment Share Changes Discussion
According to the Co-op Bylaws 18.104.22.168 Conflicts of Interest, Steve, Charles, Scott, Kenley, Cole, and John are conflicted directors who own member-investor shares. The board agreed to not declare a MISO dividend for 2014. Michael moved to announce this to the investors, Annelies seconded, they voted for it and the six conflicted directors abstained, vote passed 2-0-6.
Michael and Scott expressed concerns about new investor agreement language regarding how the board might set the interest rate. The board talked about two possibilities within the 8% legal maximum: pegging it to a published benchmark or declaring it within a standard range at board discretion. Steve thought the existing language was still very usable with just a few tweaks and Annelies stressed to consider how patronage rebates would impact dividends going forward. Kenley moved to table the discussion to let the Finance Committee research it, (second not recorded), vote passed 8-0-0.
Consent was reached that an investor bonus program would be an appropriate addition to the MISO program and an investor communication plan should be prioritized. Discussion included crafting the board's position on a letter, maintaining clear record keeping, and the overall feasibility of a bonus. The board agreed to vote on the final language over e-mail. John may own conflicted shares and will abstain per the bylaws if so.
B.5 Director Responsibilities and Code of Conduct Policy Monitoring Report
Joe submitted the report and it indicated two areas the board indicated non-compliance: B.5.6: “Individual Directors shall maintain confidentiality as needed to protect the Coop’s interests and financial viability” and B.5.9: “Directors will annually report to the member-owners on their adherence to this policy”. The board talked about these issues, the need to define what they mean, and agreed to bring them up in a future meeting.
BREAK for 12:45
Justin and Rie departed during the break.
Kenley moved to enter internal session at 12:54 and to allow the Co-op staff to attend if they desired, Cole seconded, vote passed 8-0-0. The remaining staff attended the internal session. The board discussed the D.5 Asset Protection policy monitoring report, the Workers' Assembly Operations Update, pending MISO put-right requests, and financing patio improvements. Scott moved to let the Workers' Assembly respond to the outstanding put-right requests, Kenley seconded, vote passed 8-0-0. Kenley moved to accept a bid to improve the patio improvements, Michael seconded, vote passed 8-0-0. Kenley moved to adopt the D.5 report, Cole seconded, vote passed 8-0-0. Internal session ended at 1:41.
Annelies and all remaining staff except Nicole departed after the internal session.
WA Meeting Wrap-up
The directors liked the format and how well the event worked. Steve will summarize the post-its generated from the membership. In the future, the board agreed to have more interactive elements for the member-owners who attend.
Kenley talked about a member's concern about giving too much power to the WA compared to the board. The directors talked about an increase in charitable opportunities to offer more member involvement. A Member-Owner Extravaganza was scheduled June 29.
Officer Training and Backups
The board discussed compliance problems with the previous B.4 Board Officers policy monitoring report. Scott reminded the board that the previous President, Erin O'Bryant, created a packet and list for these needs. Kenley will find it and circulate it for continued board comment.
Kenley moved to adjourn at 2:17, Charles seconded, vote passed 8-0-0.