Board of Directors Meeting Minutes
September 25, 2018
Board Members: Nick Licina, Danielle Meersman, Judy Shroyer, Chris Hebron, Sarai Godwaldt, Charlene Rountree, Mike Geglio;
Myles Robertson, GM;
Board Candidate: Mike Keen
Absent: Board Members: Fred Myers
Member Owner input
Board Member Items
Motion to add Mike Keen to the board, filling the vacancy created by Molly Moon’s departure; seconded; approved.
Motion to make Judy Shroyer board VP, to replace Molly in that role; seconded; approved.
Board Budget discussion
The following items were proposed,totalling $4350:
Training classes $800
Annual Member meeting $200
Legal costs $1500
Motion seconded and approved
GM Compensation Change
The board desires to increase GM compensation, but is hampered by lack of available funding
Would reclassing the position as hourly be better than the salaried arrangement? GM frequently works more than 40 hours a week.
Funding remains an issue
Paid Time Off is a related issue; GM would like to extend PTO benefit to 2, potentially 3 managers. Offered to reduce his benefit.
If a capital campaign is successfully completed, and the current member-owner loans paid off and replaced by loans due 3 to 7 years in the future, does that create an opportunity? Currently $600 weekly are saved against the annual loan payments. Could the savings be continued, and part of the money repurposed for PTO and compensation?
Action item: Mike to add compensation questions to next Fin Committee agenda for discussion and recommendations
SMART Goals for GM
Mike developed a template for the GM to use. Intent was to model desired level of detail, allow capture of significant measurable B1 goals, and reduce time and effort required by GM to produce.
The rest of the board has not reviewed the model, and today’s meeting space does not have a useable display monitor, so discussion is not feasible.
Action item: Mike to add SMART Goals to next Fin Committee agenda for discussion and recommendations
Need to remove Molly from the google group so she doesn’t receive useless email; Action item: Mike to follow up
Charlene sent out the itinerary; Charlene Action items:
Send out agenda
Coordinate folding chairs, pot luck, presentation materials
Thane is bringing a capital campaign consultant
Action item: all to read Sarai’s proposed changes to Policy Register
Committee developed a charter
Capital campaign committee met on September 16
Notes and recommendations are here
Some discussion about relative merits of preferred shares option; need for a formal campaign versus targeted loan requests from specific member-owners; goal amount and spending needs.
Further discussion of capital campaign is deferred until the retreat so we can hear from Thane and the consultant she is bringing
Policy Review: C7 - Board Committee Principles
Unity of the board
Necessity of charters to govern scope of action
No committee speaks or acts on behalf of the board unless specifically given that responsibility
Avoid interfering with GM’s responsibilities
B9 - Emergency GM Succession
Reported as non-compliant with policy as written
Policy calls for a single person designee; there are 5 people who know parts of the GM job
Discussion about practicality of one person who can do all aspects of the GM’s job; Myles suggests that the policy be rewritten to reflect reality
Discussion: does the designated person have to know everything, or just ensure knowledgeable people keep the doors open? If multiple people are expected to step in in an emergency, and there is disagreement on some issue, who makes the decision if no single person is the designated successor?
Further discussion deferred to the retreat
Staff changes discussed
Solar: I&M will soon change out the meter and the installation will then become operational; suggestion that the opportunity to be the person to flip the switch on be auctioned off to member-owners.
Deli progress reviewed - growth of offerings and sales exceed goals
Prior board meeting minutes reviewed; corrections suggested. Action item: Mike to make changes and send out for review (revised and distributed September 25)