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2016 Board Meeting Minutes

 

 Hello there! I’m Marcus the Secretary for the Board of Directors now. Prior to being on the Board I would refresh this blog after every meeting hoping to see an update and get caught up on all the cooperative business that was happening. Now that I am generating the minutes I’ve learned that actually writing down what was said is just the beginning.

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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

 

CALL TO ORDER 12:05p

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

ATTENDING CO-OP STAFF: Nicole Renaux

 

Public Comments

None.

 

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.

 

BREAK

1:17

 

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.

July 2015 Board of Directors Meeting Minutes

DATE: July 19, 2015

LOCATION: Arts + Labor

CALL TO ORDER 12:05pm

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

ATTENDING CO-OP STAFF: Dana

 

Public Comments

None.

 

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.

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

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,

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 4.9.4.1 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.

March Board of Directors Meeting Minutes

DATE: March 22, 2015

LOCATION: Arts + Labor 

CALL TO ORDER 12:02

ATTENDING DIRECTORS: Michael Handy, Charles Hueter, Kenley Maddux, Cole Noppenberg, Joe Silva, John Vinson

ATTENDING CO-OP STAFF: Andy Martinec, Nicole Renaux, and Eric Swensen

OTHERS ATTENDING: Marcus Wilson

 Consent Agenda and Action Item Review

Kenley asked for agenda item changes on pushing worker remuneration discussion to April, added discussion of Lori Kline’s share repurchase, added discussion of Cole’s KOOP donation idea, added discussion of Austin Cooperative Business Association, and added discussion of the annual report. Joe moved to accept the amended agenda, Michael seconded, vote passed 6-0-0.

 Systems Audit Committee Updates

Cole moved to accept updates without changes, no seconds. Nicole and Kenley explained some of the changes to visitors. Kenley moves to accept with syntax and typo corrections, Michael seconded, vote passed 6-0-0.  Cole will help with cleanup.

Board Training

Nicole handed out income statements, balance sheets, and explained the items on them and how they are used to analyze the coop’s operations.  Annelies (via Kenley) and Joe suggested brewing and pub team training.

Kenley moved to go into internal session at 12:46, Charles seconded, vote passed 6-0-0.  Internal Session ends at 1:12

BREAK at 1:12pm.  Eric left during break

Vision Discussion

The board discussed the grid of ideas from the board retreat in January.  Significant discussion followed on how to prioritize the vision items and who would steward the items to completion. 

 Member-Owner Extravaganza

Steve will be asked to supply a topic by e-mail.  Michael, John, Joe were planning to go.  Michael will contact Steve for details and assistance.

Spring Members’ Assembly Meeting

Nicole said the consultant suggested the Annual Report be utilized as a marketing tool in addition to informative and she listed out a variety of ideas for articles.  Directors and staff then volunteered and suggested who could write them.

Austin Co-op Summit

Black Star will be well-represented with directors and staff.  Kenley moved to have the board vote for all candidates on the ballot, Cole seconded, vote passed 5-0-1, John abstained.

 Board Process Discussion

Kenley related the consultant’s opinion on the board’s minutes and the board discussed aiming for concise records of board action.  Nicole discussed how writing articles has worked so far and the board talked about ways to improve the process.  No action was reported on extravaganza and facilitator search.  More board action to-dos will be included in future agendas and the board liked the revised scheduling process.

 Kenley moved to adjourn at 2:36pm, Michael seconded, vote passed 6-0-0.

 

May 2015 Board of Directors Meeting Minutes

Black Star Board of Directors Meeting Minutes

DATE: May 17, 2015

LOCATION: Arts + Labor

CALL TO ORDER 12:06pm

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

ATTENDING CO-OP STAFF: Nicole Renaux, Larry Watson, 

OTHERS ATTENDING: Beth Beutel and Amy (last name not recorded)

Consent Agenda and Action Item Review

Michael moved to pull the B.4 Board Officers policy monitoring report off the consent agenda due to compliance issues.  Kenley moved to pull the April minutes off the consent agenda due to additional changes needed.  Scott moved to accept the consent agenda with the changes, (second not recorded), vote passed 8-0-0.

B.4 Board Officers Policy Monitoring Report

Scott submitted the report and considered the board out of compliance despite positive ratings.  Kenley commented that a procedure does not exist for presidential succession and the topic ought to be revisited after MA.  The board reached consensus that a statement should be posted to the website when there are no minutes to post, such as when the board does not meet.  The board agreed to remonitor in August after further discussion and responsibilities assignment.  Kenley moved to adopt the report, seconded by Annelies, vote passed 8-0-0.

Board Minutes Discussion

Cole said he would amend the minutes to correct some attendance inaccuracies.  The board discussed the balance between too much information in the minutes that can bog down readability and going beyond bare-bones essentials.  Consent was reached to aim for a slimmer read.  

Systems Audit Committee Proposed Policy Updates

Kenley and Annelies submitted the report, and she had concerns about the overall length of the policy language.  Charles suggested the committee use one formatting method to note which language should be removed and which language should be added.  Regarding D.11 Allocation of Net Savings, Joe said the Workers’ Assembly duty to “report” net savings wasn’t specific enough.  Regarding B.4 Board Officers, Scott was concerned about how the board could make it enforceable. Consent was reached that board minutes should reflect policy changes.  Scott moved to accept the updates, Kenley seconded, vote passed 8-0-0.

Charles moved to enter Internal Session at 12:34, Kenley seconded, vote passed 8-0-0.

Internal Session

The board discussed the D.4 Financial Condition monitoring report and Workers’ Assembly Operations Update.  Internal session ended at 1:01.  Kenley moved to accept the D.4 report, Cole seconded, vote passes 8-0-0.

D4

Follow up report for cash on hand, Nicole reported improvement but not enough for compliance.  Net income also not in compliance.  Michael asked about March and whether revised operations will result in a permanent bump.  Reunumeration discussion.  Cole asked about marketing opportunities in specific areas and art commissions.  Asked about live music, Nicole thinks the WA is ready to step up for someone to take the lead on it.  Asked about Geeks Who Drink, replied its hard to test changes in revenue because cancelling once kills the experiement. K moves to adopt, Cole seconds, unaimous

Ops Update

Nicole was courted by lender who might help with expansion.  Non-beer sales are up.  June price increase $0.25 across the board.  Issues continuing with Flood, going to keg fleet to help compensate.  Joe asked for clarification for cost of labor hour change.

1:01 left internal session, D4 report/Ops Update

A.1 Patron Experience Policy Monitoring Report

Co-op staff member Macy Gehring submitted the report.  The board discussed some concerns about the WA’s plan and whether they think it is working.  Nicole said the WA feels things are turning around and many of the plans such as staff training and awning improvements will need time to take effect.  The board asked the meeting’s guests for input and none had additional comments.  Kenley moved to accept the report, Michael seconded, vote passed 8-0-0.

BREAK for 1:12

Member Survey Results

Nicole presented the survey results, which were strongly positive and offered constructive feedback.  Overall, the survey indicated member-owners are seeking more benefits and are not widely aware of a few ends policies.  Tthe board discussed how to connect member-owners to events and improve communication with the board.

Net Profit and MISO Dividend Discussion

The board agreed to draft a resolution announcing no net savings and therefore no MISO dividend this year.  Consensus was reach that the vote will be over e-mail once drafts are circulated.

 

Spring Members’ Assembly Planning

The board liked that the meeting packet went out early.  Discussion focused to how to work with a hypothetical wave of members wanting to put right their MISO after hearing about recent financial difficulties.  The agenda, time slots, and speakers were all finalized.  Directors were encouraged to attend early to help with set-up. 

Patronage Update

Nicole reported on the status of the patronage system.  The vendor, NCR, was not at all helpful.  The new cards, however, were working and will have much greater capability.  The board liked the progress and hoped the cards would get into member-owner hands soon.

Kenley moved to adjourn, (second not recorded), vote passed 8-0-0.

April 2015 Board of Directors Meeting Minutes

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

CALL TO ORDER 12:07pm
ATTENDING DIRECTORS: Michael Handy, Kenley Maddux, Cole Noppenberg, Joe Silva, John Vinson
ATTENDING CO-OP STAFF: Stephanie, Nicole, and Brenna.
OTHERS ATTENDING: Marcus Wilson

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.

Elections
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.