BRIARPATCH COOPERATIVE OF NEVADA COUNTY, INC. Board of Directors Regular Meeting MINUTES February 28 th, 2017

Transcription

1 BRIARPATCH COOPERATIVE OF NEVADA COUNTY, INC. Board of Directors Regular Meeting MINUTES February th, 01 Please refer to Digital Recording for additional details of this meeting. Directors Present: Kwong Chew, Richard Drace, Mark Fenton, Louise Jones, Alana Lucia, Debbie Plass, Lew Sitzer, Katie Turner, Alan Weisberg Absent: Managers & Guests Present: Kat Bass, Malaika Bishop, Larry Bruscia, Greg Byszeski, Andrea Echegaray, Chris Maher, Mike McCary, Aimee Retzler, John Sutti, Brett Torgrimson 1.0 Call to Order: The meeting was called to order by Richard Drace, President, at :00p.m. Alana Lucia presented this month s opening quote(s): From The Reinvention of Work by Matthew Fox in an excerpt from Brian Swimme, who says, "We sometimes fall into the delusion that power is elsewhere, that it belongs to a different group, that we are unable to find access to it. Nothing could be further from the truth. The universe oozes with power waiting for anyone who chooses to embrace it. But because the powers of cosmic dynamics are invisible, we need to remind ourselves of their universal presence. Who reminds us? The rivers, plains, galaxies, hurricanes, lightning branches, and all our living companions." The god of dirt came up to me many times and said so many wise and delectable things, I lay on the grass listening to his dog voice, crow voice, frog voice; now, he said, and now, and never once mentioned forever - Mary Oliver (excerpt from One or Two Things ).0 Reminders and Check-in: Article for Annual Report Due (BOD President): Mar.; Board Candidate Orientation: Mar. 1; Election Notice Mailed/ ed to Owners (includes candidate names): Mar. ; Board Candidate Campaign: Apr. 1-0; Candidate Forum; Apr. ; Bring Board Binders: Apr. ; Voter Online Login Info. Mailed/ ed to Owners: Apr.; CCCD Conference in SF: Apr. - Alan Weisberg would tentatively like attend the CCCD Conference in San Francisco..0 Approvals:.1 Agenda for 01-0-: Changes: Move Board Development Committee report recommendation to Closed session. Move Development Progress Update to after Guest Speaker. In Accountability for Ends Reports Interpretations and Metrics Review, shorten 1

2 the time; Richard to give Ends assignments to the Board to come back for further discussion at the March meeting. MOTION: Louise Jones moved to approve the agenda as amended, Kwong Chew seconded and the motion passed unanimously.. Minutes for : Changes: None MOTION: Mark Fenton moved to approve the minutes, Alan Weisberg seconded and the motion passed unanimously. Richard Drace abstained due to being absent from the January meeting.. Owner Forum: Public Comment/ s to the Board:.0 Study & Engagement:.1 Guest Speaker: Aimee Retzler & Malaika Bishop from Sierra Harvest Aimee Retzler and Malaika Bishop, Co-Directors of Sierra Harvest came to thank BriarPatch for all of the support and share with the Board the latest doings and current successes of Sierra Harvest..0 Development Planning (Open Session):.1 Development Progress Update: Chris provided an update on the current state of BriarPatch s development work. The parking lot expansion has been brought to a close. Weiss landscaping was at the store today and completed almost all of the clean-up piece of their work. Once this step is completed, BriarPatch will be ready for the installation of the actual garden plan. Weiss also began to mark all the irrigation that is being identified for the conversion to drip. BriarPatch is moving forward with the bathroom and office remodel and is excited to get this project underway. Chris welcomed Larry Bruscia and John Sutti of Sutti & Associates to provide an update and share the final draft of schematic 1 for the center store remodel plan. This remodel will support the further growth of BriarPatch in the face of the current and upcoming competitive market, and in the consistent and ongoing growth in sales and sustainability..0 Board Business:.1 Recognition of Charles Brock Years of Service at BriarPatch: BriarPatch and the Board of Directors recognized Charles Brock, Grocery Manager, for his years of service.. Co-op Love Tabling Survey Debrief: Alana Lucia, Kwong Chew, Margaret Campbell, and Kat Bass provided a debrief of the Co-op Love tabling survey that took place on Valentine s Day. Many thanks were given to all volunteers who participated and the Marketing department for their creativity and color in promoting this event. It was noted that this year was by far the most successful year yet.. CDS Call Notes: January, 01: The CDS call notes were very informative and appreciated by the Board.

3 A brief discussion took place on the upcoming Spring Board retreat regarding potential location and time.. Sacramento CBLD Co-op Café Debrief: The Board members who attended the / CBLD Co-op Café held in Sacramento were asked to share any highlights or take aways from their experience. It was noted that the shift in energy and program focus on participant interaction was greatly appreciated by those who attended.. Board Self Evaluation Survey: C- It was noted that the scores on the C- Board Self-Evaluation survey were particularly high and no comments were made within the survey..0 Accountability - Reports: Committee Reports, Recommendations, & Actions.1 Finance Committee Report: Recommendation: Board to approve the Q 01 B-1 Monitoring Report. Approval noted in section., lines -.. Board Development Committee Report: The Board Development Committee made note of the Board Candidate Orientation/Interviews scheduled on March 1 th from -pm and the Board Candidate Forum scheduled on April th at am. Both events will be hosted in the BriarPatch Community room.. Governance Committee Report: Recommendation: Board vote in favor of inclusion of the rewritten Board Appointments procedure. Further revision of this document was requested by the Board, however, approval by the Board was given, granted the necessary amendments be made. MOTION: Lew Sitzer moved to approve the inclusion of the rewritten Board Appointments procedure into the Board Procedures document as amended, Alan Weisberg seconded and the motion passed unanimously. Recommendation: Board vote in favor of inclusion of the B-1.1 change highlighted in the Governance report. Recommendation: Board vote in favor of inclusion of text in C-. highlighted in Governance report. MOTION: Lew Sitzer moved to approve the inclusion of the change of verbiage in the policy from less to greater in the B-1.1 policy and also the inclusion of after consultation with the General Manager in C-. policy, Debbie Plass seconded and the motion passed unanimously.. Owner Engagement Committee Report:.0 Accountability - GM:.1 FYI Report (s): Operational points of interest to the Board

4 Chris presented the preliminary patronage dividend calculation for the fiscal year of 01 to the Board. BriarPatch is able to increase the amount of net income and pay more dividends to owners, while paying less in Federal taxes because the tax benefit from the patronage dividend was greater than the tax benefit from the solar credit. Once approval of the preliminary patronage dividend calculation is received by the Board, the final calculation will be performed in April after the auditors complete the annual review of the Co-op s financial statements. The final patronage dividend calculation will then be approved by the full Board in April. The same calculation and methodology was used for 01 as was used for 01. MOTION: Mark Fenton moved to approve the preliminary 01 patronage dividend calculation, that the dividend be equal to the amount of net income attributable to owner sales and distribution of an amount equal to 0% of the total dividend, with a minimum distribution of $ or greater, Katie Turner seconded and the motion passed unanimously. Alan Weisberg abstained due to not being present in the room for the vote.. B-1 Financial Conditions & Activities Q Monitoring Report: The report focused on the Board s B-1 policy for monitoring ongoing financial conditions and activities, and states that the GM shall not cause or allow the development of fiscal jeopardy or material deviation of actual expenditures from Board priorities established in Ends policies for the fourth quarter. Chris requested that the Board spend a little extra time on the specific metrics that are housed within the B-1 Monitoring report at a future Board meeting. Kat was tasked to include this item on the agenda in May, when the next B-1 report is due. MOTION: Debbie Plass moved to approve the Q 01 B-1 Monitoring Report, Alana Lucia seconded and the motion passed unanimously.. Ends Report Interpretations & Metrics Review: Richard assigned one of the six Ends policies to each Director for review, and requested they bring back any feedback or suggested changes to the March Board meeting for further discussion. Ends # 1 - Debbie & Kwong Ends # - Mark & Richard Ends # - Lew Ends # - Katie & Alana Ends # - Alan Ends # - Louise.0 Closed Session.1 GM Evaluation / Complete Summary Review:. Operations Update from GM:. Board Development Committee Report: MOTION: The Board voted to approve the nomination of all six Board applicants to be candidates in the 01 election. Vote unanimous. The incumbent candidate was not present for the discussion and vote.

5 Meeting Evaluation.0 Meeting Adjournment: Board Meeting was adjourned at : p.m. SUMMARY OF DECISIONS: 1. Approve Agenda P., lines -.. Approve Minutes P., lines -.. Approve Rewritten Board Appointment Procedure P., lines 1-.. Approve Change Highlighted in B-1.1 and inclusion of Inclusion of Text in C-. P., lines 1-.. Approve the Preliminary 01 Patronage Dividend Calculation P., lines -1.. Approve B-1 Q Monitoring Report P., lines -.. Approve Nomination of all Board applicants P., lines -1. SUMMARY OF ASSIGNMENTS AND COMMITTMENTS: 1. Action: Kat to include Ends Report Interpretations & Metrics Review on the March Board meeting agenda.. Kat to include extra time allotted for B-1 Monitoring report on the May Board meeting agenda, for detailed review of metrics. Announcements, Reminders & Dates: See Date Reminders at bottom of Agenda page. NEXT REGULAR MEETING WILL BE HELD TUESDAY, March th, 01 at :0 :0p.m., in the Community Room of the BriarPatch. Minutes prepared by Kat Bass on March 1 st, 01. APPROVED BY: DATE: April 01 (These minutes were approved by the Board of Directors on March th, 01. The official signed copy is on file.) ATTACHMENTS: ~~~~~~~~~~~~~~~ The ATTACHMENTS are fastened to the Minutes Draft and posted on the bulletin board, lower left hand corner. (The bulletin board is near Customer Service, in the front of the store.) This meeting and all Board meetings are recorded digitally and uploaded to the computer server for storage. To listen to recordings, please contact Chris Maher, General Manager.