February 2015 Board of Directors Meeting Minutes

Black Star Board of Directors Meeting Minutes

DATE: February 15, 2015

LOCATION: Arts + Labor

 CALL TO ORDER: 12:10pm

ATTENDING DIRECTORS: Steve Basile, Michael Handy, Charles Hueter, Scott Kelley, Annelies Lottmann, Kenley Maddux, Cole Noppenberg, Joe Silva, John Vinson




 Scott moved to accept the agenda, Steve seconded, 9-0-0 in favor.

Scott wished directors would put comments down into policy monitoring reports when directors mark anything other than “completely in compliance” to increase the usefulness of the reports.

 No committee updates.  Steve said March 30 is set for Member-Owner Extravaganza. Kenley asked committees to submit a planning calendar for the larger board to have for review.  Annelies said she will not schedule committee updates in the agenda unless committees come to her with items for discussion.


Policy Monitoring A.1.

Annelies moved to accept, Scott seconded.  Before the board vote, Nicole discussed the out of compliance ratings for Patron Experience and the plans the business team have to achieve compliance in a month.  Kenley moved to amend the motion to remonitor in April, Joe seconded, 9-0-0 in favor.  Nicole then discussed sound improvements and the potential addition of TVs to the pub space and additional staff training.  The board discussed the metrics of the Patron Experience report and how tough it can be to shift an overall customer experience rating once hundreds of ratings are in the system.  Annelies called the vote on the original motion, vote passes 8-0-1.  Charles abstained because he did read the report.


MISO discussion.

Kenley provided an overview of what the Member Investment Share Offering (MISO) was designed to do and the discussion included how dividends are decided by the board, how the board deals with conflicted directors, how put right requests are handled, and the possibility of using a new MISO for expansion.  Significant discussion covered how interest rates ought to be set and the benchmarks used to determine them as well as a hypothetical walk-through of the co-op’s ability to honor put-right requests and make future offerings. 

BREAK at 1:06pm

9-0-0 vote for internal session (mover and seconder not recorded).  Internal session ends at 1:45pm.  Annelies moved to accept the D.4. monitoring report, Michael seconded, vote passes 9-0-0.

BREAK at 1:46pm

Board Process Discussion

Kenley proposed limited but regular updates from the systems audit committee for board policy revisions.  The board talked about best ways to work through policy updates and how to collaborate on them.  Cole will take ownership of publishing updates to the board’s internal systems.  Kenley discussed his effort to be a facilitator this meeting and asked for feedback on his attempt to offer a structured space for everyone to contribute.

 Scott said his experience shows parliamentary procedure works best in large groups and that Kenley had spoken quite a bit more this meeting.  Steve said the process up to now has worked pretty well. Joe, as devil’s advocate, warned the board not to rely too much on its friendliness always being the basis for effective communication and that some structure helps.  Annelies commented that a rotating facilitator might be a good option if an outside facilitator is not possible.  Steve strongly supported a dedicated timekeeper.  The directors indicated they wish for an outside facilitator.  John expressed concern about adding lots of extra voting to situations where consensus is not reached by the board and putting the topic on the next meeting is proposed.  Cole said he saw the board proposing three ways to work (formal procedure, facilitation, and straightforward board votes) and that a balance could be had.  Charles brought up the consequences of breaking internal procedures and how to deal with the “mistakes” such breaks would create.  Annelies asked if the schedule could be allotted in number of minutes rather than specific clock times.  Nicole noted how a specific desired outcome helps in Workers’ Assembly meetings.  Scott said bringing up time issues should be brought up at the consent agenda.

 The board reached consensus on Annelies’s suggestion on timekeeping.  Steve and Nicole took responsibility for a facilitator search.


Members’ Assembly Scheduling

Members had suggested shifting the MA to different seasons in Austin, such as June-November.  Nicole was concerned about getting useful financial statements to the meeting in time.  John said he would research possible issues with taxes, certificate of formation, and other hurdles.  The board reached consensus on keeping the current schedule.


Calendar Review

March meeting will be on the 22nd at noon.

April meeting will be on the 26th.

May meeting will be on the 17th.

Members’ Assembly will be on May 31st.

 Nicole will do the D.2 report, Steve will do the C.2 report, and Kenley will do the B.2 report. 

 Charles will do a board retreat newsletter article, Steve will do a recap of the House That Beer Built, and John will do an April article

Annelies moves to adjourn, Kenley seconded, vote passes 9-0-0.