category Board of Directors

Take ‘Em for a Test Drive: First Dates at Black Star Co-op

Well, since February is the month that got stuck with St. Valentine’s Day, it’s also the “Month of Romance” by default. So that’s what we’ll be talking about—Romance. While I must admit that Black Star is maybe not the best place to take a partner for an enchanting, candle-lit sort of dinner affair, it is an apt setting for first dates. 

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September 2015 Board of Directors Meeting Minutes

Black Star Board of Directors Meeting Minutes

DATE: September 20, 2015

LOCATION: Arts + Labor



ATTENDING DIRECTORS: Michael Handy, Charles Hueter, Annelies Lottman, Kenley Maddux, Joe Silva, and John Vinson



Public Comments



Consent Agenda and Action Item Review

Kenley and Annelies moved to add D.7 Planning and Budgeting to the agenda, Michael moved to add stock repurchase discussion, Ann B.6 Board Committees. Kenley moved to adopt as amended, SOMEONE seconds, vote passed 6-0-0.


A.4 Worker Treatment Policy Monitoring Report

Submitted and declared in compliance by Nicole.  The board discussed some details about staff turnover, most of which were in kitchen and pub team.  Kenley moved to adopt, Michael seconded, vote passed 6-0-0.


Operations Update

Nicole reported that live music is still in the early stages but shows promise.  Distribution sales are healthy, a loyalty rewards program might launch as early as October, the staff are waiting on permits for the patio shade project, and the co-op was well-represented at the Great American Beer Festival.


Leadership Development Committee Update

Michael reported the there are four candidates running and all are eligible.  John might be able to fill in temporarily if needed from January he said he is not likely to run again., maybe give M-O board discount for helping with board stuff and volunteering.


Adding 0.0 Policies to Calendar

Ann was concerned about the utility of the idea, whether we’d always say in compliance if the sub policies are all in compliance, maybe monitor them at the end of the board year, Ken suggests delegating to Nicole a calendar for future discussion.


System Audit Committee Update

Cole was not present but the current project should be complete and needs verification.  Nicole will take feedback from Ken and base further action on CDS suggestions.


2016 Board Roles and Committees

No volunteers for president at this time, so everyone will get trained as a backup and also get Survey Monkey training.  At the new board seating meeting, the board will discuss and assign the additional roles identified by the board to be filled: creating the board packet, tracking action items, direct volunteering, annual report creation, and timekeeper.





Internal Session

Kenley moved to enter internal session at 1:28, SOMEONE seconds, vote passed 6-0-0. The board discussed the D.7 Planning and Budgeting and D.4 Financial Condition monitoring reports, the 2016 budget, and heard an update from Nicole on MISO operations.  SOMEONE moved to accept the , Annelies seconds, vote passed 6-0-0.  D7.3 major noncompliance, using best assumptions and historical data but the budgeting was wrong and need to be more conservative.  D4.4 change interpretation to 3-5%.  Q4 possible time for M-O card info harvesting.  Kenley moved to adopt D.7, Michael seconded, vote passed 6-0-0.

D4.3 and D4.4 noncompliance and things being triedD4.1 debt to equity is low.  D4 quick ratio of 1is ideal, WA recommended to up the average cash balance in savings account. 

Talked about loan progress.  Kenley moved to adopt, Joe seconded, vote passed 6-0-0.  Internal session ended at 2:55pm.


Annelies moved to adjourn 3:03pm, Charles seconded, vote passed 6-0-0.

2015 Election Wrap Up

On Friday October 30th, Black Star Co-op concluded the voting period for the new Board of Directors and the non-profit organizations to support in the upcoming year. We had 3 great candidates running for 3 available seats on the Board of Directors, and a slate of 22 local non-profits.

Here are your newly-elected Directors:

  • Beth Beutel
  • Cole Noppenberg
  • Marcus Wilson

We look forward to working with the following organizations in 2016:

  • Planned Parenthood
  • Capital Area Food Bank
  • Safe Place
  • Austin Habitat for Humanity
  • Meals on Wheels and More

Congratulations, everyone!

The Board would like to thank everyone for running, and it would especially like to express its deep gratitude to the out-going directors: Scott Kelley and John Vinson. These Directors have greatly contributed to the Co-op during their service on the Board, and their contributions will have long-term positive effects on Black Star for years to come.

July 2015 Board of Directors Meeting Minutes

DATE: July 19, 2015

LOCATION: Arts + Labor


ATTENDING DIRECTORS: Michael Handy, Charles Hueter, Scott Kelley, Annelies Lottman, Kenley Maddux, Cole Noppenberg, Joe Silva,and John Vinson



Public Comments



Consent Agenda and Action Item Review

Dana said the Board needed to ratify the recent Board Staff Liaison election results where Nicole Reneaux (BSL) and Chris Byram (backup) were re-elected.  Annelies asked to remove the B.6 Board Committees report from the consent agenda because the report was not received.  Joe found a typo with the June minutes where WA was used instead of MA.  Kenley moved to accept the consent agenda with these three changes, Scott seconded, vote passed 8-0-0.


Proposed Policy Changes

The board had no comment on the changes proposed for B.4.3 Board Officers or B.5 Directors’ Responsibilities and Code of Conduct.  Ann and Scott suggested keeping the language from B.6.4 Board Committees.  The board discussed the language in the B and C policies in relation to committee authorityAnnelies thinks deleting C.4 is fine but wanted to go on the record that an uninteresting report is still worth having if it is useful or provides context later.  Scott moved to accept the proposals with the modification to keep B.6.4, Cole seconded, vote passed 8-0-0.


March Minutes Quick Vote

Kenley moved to adopt the March minutes, Michael seconded, Annelies and Scott abstained, vote passes 6-0-2.


B.4 Policy Monitoring Report

Kenley will follow up with his president’s responsibilities document in an e-mail the next week.  Scott offers to facilitate once he’s off the board.  Cole will work harder on the policy manual updates and Charles with stay connected with him on it’s progress. 


MISO Discussion

Kenley will adjust the factual corrections brought up by the WA in e-mail discussions.  The board discussed how to set expectations in the letter for member-investors; some directors were uncertain about sending a letter.  Michael moved to table the discussion until after the internal session on MISO financial details, Kenley seconded, vote passed 8-0-0.  The board agreed to leave current language as-is for new language for future MISO programs.


Internal Session

Scott moved to enter internal session at 12:43, Kenley seconded, vote passed 8-0-0.  The board discussed the D.6 Customer Treatment and Service policy monitoring report, the WA Operations Update, details on financing patio improvements, and specific MISO put-right requests.  Kenley moved to accept the D.6 report, Scott seconded, vote passed 8-0-0.  Kenley moved to authorize the WA to take out a loan not to exceed $30k, Annelies seconded, vote passed 8-0-0.  Kenley moved to approve a resolution from the board to the WA to process the three current requests in the order they were received, Ann seconded, vote passed 8-0-0.  Internal session ended at 1:49pm.


BREAK at 1:50


Member Extravaganza Wrap-up

The attending directors reported a good turnout.  Discussion at the extravaganza focused on running for the board.


Board Retreat Planning

Annelies suggests Schlitterbahn, Taos Co-op, Wheatsville, or Cooperation Texas and she will scout further.  The board’s topics will include patronage, board confidentiality, expansion, state of the Austin beer scene, and member engagement and the date was scheduled for August 8.  Joe and Charles offered to grab the morning’s sustenance.


Leadership Development Committee

Michael will take over the chair and Joe will remain involved.  The committee reported that the election schedule was firming up, a newsletter article will be drafted, and discussed opportunities for candidates to come to an orientation session.  Four members are interested in running for the three board slots open.


Kenley moved to adjourn at 2:33pm, Annelies seconded, vote passed 8-0-0.

Vote in the 2015 Co-op Elections!

It’s that time of the year again! Become an active member in the democratic process of your Co-op and vote in our Co-op’s elections.

The election for Black Star Co-op’s Board of Directors begins Wednesday, September 30th and continues through Friday, October 30th. Our Board elections are conducted by single transferable vote, so the ballot is extremely simple. Just rank the candidates in your order of preference. Co-op member-owners will be able to vote online, at the brewpub, or at the 5th anniversary party.

Meet the candidates online or in person at the 5th anniversary party and then cast your ballot online or in person at the brewpub.

You may rank the candidates in order of preference from 1-3, with 1 being the most preferential and 3 the least. However, you don’t have to rank them all; you can leave fields blank if you’re not comfortable ranking the candidate. The election will close, and all ballots will be counted by the end of the day Friday, October 30th and the results will be announced the following week. And don’t forget to vote for which community groups we support next year!

The following non-profits are currently on the slate for our support in 2016 based on suggestions submitted to us in the Spring Member-Owners Survey. If there’s an organization that you think deserves our Co-op’s support, there is a write-in option on the ballot. 

Community Support Organizations

Vote Online

2015 Board Candidate Statements

Hey Member-Owners, it’s Election Time! Every year you have the golden opportunity to vote on the directors who will represent your voice in the management of your Co-op. This year there are 3 open seats and 3 candidates running for the Board of Directors. Voting is one of the important ways you can participate in the democratic process. 

Below you’ll find the responses for the slate of candidates:

Elections begin September 30th and run through October 30th. You can vote on the Board of Directors and member-selected community support organizations here

Beth Beutel

1. Why are you interested in serving on the Board of Directors of the Co-op?

As an employee and owner of Wheatsville and an owner and investor shareholder of Black Star, I’ve invested my labor and money in the cooperative community, and I am seeking an even greater way to be of service to the cooperative business model. Cooperatives democratize wealth and maintain our shared values while providing us the goods and services we need, and here one is, right in front of us, calling for us to both serve and benefit. I’ve benefited so much from Black Star’s wonderful food and service, and I’m ready to serve the co-op.

2. What goals would you like to see Black Star Co-op achieve in the next year?  Five years?

The marketplace for craft beer and locally-sourced food is growing fast, and I want to see Black Star grow its market-share in order to continue the growth of cooperatives as the people’s preferred mode of doing business. It is of the utmost importance to me that Black Star thrive and return value to its members above all else, including my own desire to drink High Esteem south of the river. I’d love to see Black Star continue to find new creative ways to grow, as they have by producing beer to sell to other local pubs.

3. What qualities and past experience do you have for serving on the Black Star Co-op Board of Directors?

I’m a dreamer who believes in the impossible and asks tough questions. From being employed as the Board Administrator at Wheatsville for four years, I’ve learned an incredible amount about policy governance (the model Black Star uses, along with many co-ops), refreshed my memory on reading financial statements which I originally learned as a business minor in college, and watched from a front row seat as a co-op board guided Wheatsville through an expansion. I’m excited to put all of that learning experience to the test serving the members of Black Star.

4. Name one way in which you’d like the Black Star Co-op Pub and Brewery to stand out from other local brewpubs.

It already does: the highly visible environmentally conscious move of composting paper towels in the bathroom, asking patrons to bus their own tables, having a LEED certified building, including members in the creation of beers, having a self-managed body of workers, and paying based on the Universal Living Wage calculator in the restaurant industry. Let’s be modest here: Black Star is the best pub in town as far as standing out by living its values. Since there are many other pubs and breweries with great food, great beer and great service, Black Star should continue its emphasis on lived values.

5. What is your favorite Co-operative Principle and why?

Principle 4: Autonomy and Independence is my favorite principle lately, because it guides us in how to handle the increasing complexity of a growing institution: to always make decisions that will ensure democratic member control. As co-ops grow they often get an increasing number of financial obligations to other institutions, including other co-ops, and it is always of the utmost importance to ensure that the rights of the members are protected and that their interest in their business is paramount.

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Cole Noppenberg

1. Why are you interested in serving on the Board of Directors of the Co-op?

I am interested in serving on the Board because I admire the democratic principles of this organization, our commitment to treating our employees with respect, serving quality food, and promoting responsible business practices in Austin.  I want to protect and expand these principles and commitments.

2. What goals would you like to see Black Star Co-op achieve in the next year?  Five years?

We’ve made immense progress getting our beers on tap throughout Austin. In the next year, I see us exporting in volume to other cities in Texas.  In five years, I want to see a drastic increase in production capacity to match the demand.

3. What qualities and past experience do you have for serving on the Black Star Co-op Board of Directors?

I’ve served the Board for the past year, and I’m asking you to re-elect me so that I can put that experience to work. I’ve been the Vice President of a cooperative residence, and I’ve acted as an engineer for Austin’s community radio station. My father founded a food cooperative, and my experience in startups and global corporations has given me a unique business perspective that I believe will benefit Black Star long-term.

4. Name one way in which you’d like the Black Star Co-op Pub and Brewery to stand out from other local brewpubs.

I’d like to see us continue to host charity events and offer a meeting place to new groups in Austin.  This is a way we can invest in the community with the resources we already have.  Ultimately, the more we can be a meeting place for the community, the more we can reach the folks who influence local business practice.

5. What is your favorite Co-operative Principle and why?

Principle 7 is my favorite: Concern for Community.  Black Star directly benefits the community by paying a living wage to its employees and by serving the highest quality food we can.  But we also adhere to environmentally friendly practices, and we actively contribute to charities and cooperative organizations to improve the Austin community and beyond.


Marcus WIlson

1. Why are you interested in serving on the Board of Directors of the Co-op?

I love the Black Star Co-Op, what it is, and what it stands for. The Workers’ Assembly feels like family to me, and it gives me pride to know what fellow members have built here. I want to do all I can to protect and preserve what makes this place special.

2. What goals would you like to see Black Star Co-op achieve in the next year? Five years?

In the next year I’d like to increase member-owner participation by improving the consistency and quality of communication to the member-owners, and strengthening our feedback process. It’s disappointing when we almost have to start the member-owner meetings late because we couldn’t get a quorum, and I think this would help

solve the problem. In the next five years the Black Star pub will be ten years old and the Co-op will almost be old enough to drive. I would like to see the Co-op set a goal to expand distribution of kegs into the entire Austin metro area.

3. What qualities and past experience do you have for serving on the Black Star Co-op Board of Directors?

I’ve been on the Annual Review Committee for the past two years. I’ve also made it a point to attend board meetings as often as I could. I enjoy learning how and why things work. I am a regular patron of the pub, and I probably eat here more often than I do at my house.

4. Name one way in which you’d like the Black Star Co-op Pub and Brewery to stand out from other local brewpubs.

Black Star is more than a brewery or a bar. Key to that is effectively communicating to the Austin market how Black Star contributes to the community, how a living wage, health benefits, conscious environmentalism, and community involvement make Black Star not just another place to toss back a beer – but a place to grow our community in ways that benefit us all. That is what makes Black Star unique in our community, our market. That is what I think makes Black Star special.

5. What is your favorite Co-operative Principle and why?

Democratic member control is my favorite. It’s why we have elections and how we, as member-owners can direct and be involved in our cooperative.


Announcing Our 5 Year Anniversary Party

Can you believe it was 5 years ago that the world’s first cooperatively owned and worker self-managed brewpub opened its doors? To celebrate the occasion we’re throwing a giant anniversary party in the spirit of our old beer socials! Mark it down in your calendar:

When: October 17th, 2pm – 6pm
Where: Outside the Co-op on the plaza
What: Music, member only releases, food, beer, and fun

If you’re a Member-Owner and would like to volunteer for the party, please send an email to to let us know you’re available.

We can’t wait to see you!

In cooperation, 

Your Black Star Co-op

Resolution 22 – 2014 Member-Investor Share Dividend

Whereas, the expenses of the Co-op grew faster than income in 2014;

and Whereas, the Workers’ Assembly and its accountant concur that there are no net savings for 2014;

Therefore, it is resolved that there shall be no dividend paid on Member Investor Shares for 2014;

Furthermore, there shall be no money set aside for an education or general welfare fund;

and Furthermore, there shall be no rebate paid on member patronage for 2014. 

Adopted June 28, 2015.

Motion approved 2-0-6. 

June 2015 Board of Directors Meeting Minutes

Black Star Board of Directors Meeting Minutes

DATE: June 28, 2015

LOCATION: Arts + Labor


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,

Public Comments

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 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. 

Internal Session

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.

Member Involvement

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.