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.
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.
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,
Amy is happy to be here!
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.
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.
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.
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.
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.
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.
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.
Present: Erin, Kenley, John V, Joe, Annelies, Nicole, Cole, Charles
Consent Agenda: Move to adopt w/ two changes to September minutes: no decision on keeping current consultant, and “HUETER”
JV moves to adopt, Charles seconds, 6-0-0
Membership Linkage Committee: Elections are live. Everything is set for meeting other than arrangements for vote counting.
Board Outreach Committee: House that Beer Built going well.
Finance Committee: No meeting.
Systems Audit Committee: Plans to continue to meet and finish the policy revision proposals.
Discussion of Board Officers: Discussion of official duties versus traditional duties. Kenley would prefer someone else to take over Secretary role. It is not a “natural” role for him. Erin is not going to be on the Board next year. Kenley is willing to take over President, with caveat that he may be lacking sleep for one or more meetings. Erin thinks the President should be someone with at least one year of past experience. Nicole suggests that the WA rotates roles of minute taking, facilitation, so maybe the Board could rotate some roles as well. Annelies volunteers to assemble the Board packet for November. Minutes take roughly 30 minutes per month. Do we need a treasurer? Is it the Finance Committee chair? Or does the WA do most of it? Charles is willing to be an officer. Nobody knows if Scott or Steve is interested in either role.
Discussion of MA meeting planning: Member comments at the beginning, but no time allotted. Discussion of vision exercise.
Break. Cole leaves. Annelies checks on her chicken.
Erin moves to enter internal session to discuss budget, business plan, operations update, D8 and D10. Annelies Seconds. Motion carries, 6-0-0.
Exit internal session. Annelies moves to approve D8 and D10. Second by Erin. Motion carries 6-0-0.
Next meeting agenda.
B.9 – Steve
B.11 – Charles