Board of Directors Meeting Minutes
May 18, 2017
Attending: Molly Moon, Danielle Meersman, Nick Licina, Fred Myers, Chris Hebron, Eddie Forero, Tama Crisovan, Greg Koehler, Mike Geglio
Agenda Review: no adjustments
Review and approval of last meeting’s minutes:
Open Member Time: Charlene Allison Rountree was introduced. She is a coop member who is a small business owner. She expressed interest in joining the board at some point in the future when she has more time available.
New member welcomed to the board: Eddie Forero. Eddie attended the CDS Cooperative Board Leadership 101 session in Ann Arbor last week. He will replace Nick on the Finance SubCommittee.
Nick Licina, President
Molly Moon, Vice President
Danielle Meersman, Treasurer
Mike Geglio, Secretary
Russ Pierce and Eli Williams resigned from the board. Tama indicated that she will probably leave the board in a month or two.
Discussion of Policies C2 - Board’s Job and D4 - GM Monitoring
C2: Review of board responsibilities.
Discussion about recruitment of new members. Documents on recruiting, qualification requirements and the nomination process have been borrowed from Maple City. These need to be on next month’s agenda.(Action Item - Nick)
Discussion about duties of individual officers. Some role definitions are in the coop’s policies and bylaws, but clarity would be useful. We need to collect information from our documents and from the CDS library for later discussion. (Action Item - Molly)
D4: Review of board monitoring role. As Thane noted in last week’s call, the board doesn’t get involved in the coop management, but has oversight responsibilities. This requires asking lots of questions of the GM to gather the needed information.
Board Retreat - Thane sent a proposed agenda and some material to review ahead of time to those members who had participated in a conference call with her on Tuesday May 16, which will be distributed to the full board. (Action Item - Nick)
The date most board members are available is Saturday, June 17. We need to see if Thane can schedule to SB that weekend. (Action Item - Molly). Back-up dates are June 24 and July 2.
Molly will meet Thane at the airport and Mike can provide a room for overnight. We need to check on venues. (Action Item - Molly, Mike)
CDS CBL 101 Report
Eddie found the session useful. He got good perspectives from listening to other coop members. He watched to see how board members interacted with their GMs. It appeared to him that successful coops have a shared vision.
Greg and Nick brought the issue of conflicts of interest to the board.
Policy C5 states that each new board member needs to fill out a Conflict of Interest form. We have never done so. In addition, new conflicts are to be reported immediately. Directors who have a known conflict with regard to a specific issue must abstain from the discussion and the vote.
Conflicts of interest can be business or personal.
Greg asked if it was appropriate for producers who sell to the coop to be on the board, acting as his employers. Some discussion on whether producers should be on the board. A suggestion that current producer/board members could be grandfathered, and producers would henceforth not be qualified to be on the board.
Tama stated that some coop boards are producer boars, some are consumer boards, but ours is mixed, deliberately, because the diversity helps make a stronger board. General agreement across the board on this point. A suggestion that the bylaws should be amended to ensure the board composition always have a minority of producer members. (Action Items - Mike: research CDS Conflict of Interest templates; Fred: review bylaw modification to include producer/ board limitations in the interest of transparency; Nick: next meeting, include board election process as an agenda item)
Review of GM Reports. Greg prepared several documents for distribution. He used a slide deck to present his reports.
B3 - Asset Protection, Greg found minor compliance problems with sub-policies 1, 4, 5 & 6. All necessary insurance has been acquired, the failings are primarily insufficient documentation or review of status by 3rd party. Greg plans to follow through with completion of policies documentation and arranging for review of coverages for the October board meeting. A coop member who is a retired insurance agent was identified as a possible resource for the review. Greg will research and complete the PCI credit card security compliance by end of the calendar year.
Communication: Greg proposed standards for board / GM communications and response times. He suggested that the board president be the primary contact between the board and the GM outside formal meetings, and that board members remember that to some extent they are always in that role when interacting with the GM
Phone: non-emergency: GM commits to one hour return call during the week; Monday morning for week end calls. Urgent: GM will respond as soon as possible when multiple calls occur and a voice mail is left.
Emails and texts: GM will respond by the following business day.
GM requests meetings be scheduled and include an agenda as opposed to spontaneous events.
Reports: GM will work with finance subcommittee 2 weeks prior to board meetings. GM will submit documents for board meetings 5 days in advance.
Plans: GM will request feedback from the board ahead of implementing plans that affect the financial well being or the public perception of the coop or coop staff treatment.
Member-Owner loan payback schedule: Greg presented a plan to save for and payback member-owner loans by 2022. Currently the coop has about $3400 put aside for this year’s loans, and saves $500 weekly for that purpose. $21,500 comes due this year. $6000 has been renegotiated, and $15,500 is scheduled for payback. The total amount scheduled for payback by 2022 is just over $151,000.
B9 - Emergency GM Succession Plan (draft, due by end of May), Greg designated Myles Robertson as the interim GM. The succession plan calls for the Designated GM to receive basic training on Board/GM functionality, attend the CDS CBL 101 each year, attend 2 board meetings per year (one a quarterly B1 presentation, one a different B-level presentation), and annually meet with the GM to discuss board meetings. The DGM will assist in preparing one B1 a year, and annually help update the B9. Once per year, the DGM will perform an assessment of self-confidence in acting as GM.
A quick comparison of April 2017 financials and April 2016. Total income, gross profit, assets and equity are all up; liability is down. All positive indicators.
The Decision Tree was followed to review the GM’s findings for items 1 and 2. In each case, the reports and the remediation plans were accepted and approved. Item 4 is not due for completion until the end of May, and a board evaluation of the final product will occur at the next meeting.