board meetings

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.

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.