April 2015 Board of Directors Meeting Minutes

Black Star Board of Directors Meeting Minutes
DATE: April 28, 2015
LOCATION: Arts + Labor

ATTENDING DIRECTORS: Michael Handy, Kenley Maddux, Cole Noppenberg, Joe Silva, John Vinson
ATTENDING CO-OP STAFF: Stephanie, Nicole, and Brenna.

Consent Agenda
Item B3 Compliance Report pulled off from Agenda.
Vote initiated to accept the Agenda:  7 in favor, 0 against, 0 abstaining.
Discussion of B3 Compliance Report; Board Members requested verbatim comments from Compliance Poll in future Compliance Reports.  Vote initiated to accept B3 Compliance Report: 6 in favor, 0 against, 1 abstaining.

History of Cooperatives
John presented the history of the Co-op Movement, Rochedale Pioneers, troughs of reduced activity in co-ops during economic prosperity, peaks of cooperative action during hard times.
The impact of membership growth, the founding charter and how it changes over decades, and our commitment to paying a living wage are discussed.

Policy Revisions to B3
Kenley presented revisions to B3.8.6.  Scott moved to accept the revisions, Steve B seconded.  Vote: 8 in favor, 0 against, 0 abstaining.

Patronage Refund and Loyalty Tracking
The Board addressed patronage, taxation of funds, minimum percentages allocated, and loyalty tracking.

Internal Session starting at 1:02pm
Cole moved to enter Internal Session for the purpose of D3 Monitoring Report, Q1 Finances, and the Treasury Shares Program.  Kenley second.  Vote is 8 in favor, 0 against, 0 abstaining.  Internal session ended at 2:03pm.
The D3 Report was adopted during Internal Session with a vote of 8 in favor, 0 against, 0 abstaining.

Net Savings D11
Kenley unveiled new policy language D11.  The definition of net savings was discussed, along with some of the ramifications and uses of net savings.  The Board agreed to cast the policy into negating, limiting language and add D11.4.1.3 to outline patronage.
The Board voted to adopt D11 with 8 in favor, 0 dissenting, and 0 abstaining.

Topics for Newsletter and Members’ Assembly
Newsletter and Members’ Assembly topics were outlined, including History of the Co-op, Member Frequency, Ends Fulfillment, Financial Report, and Expansion Survey Results.  The Board also called for updates to the Committee calendars.

Marcus (guest) announced that he will run for Board of Directors this year.
Nicole pointed out the need for candidate recruitment starting in May.

The Board agreed to meet May 17th and June 28th.