La Montanita Co-op Board Of Directors

Present:
Kyle Harwood, George Schroeder, Cheryl Plum, Tracy Brown, Marianne Dickinson (arrived 6 p.m.), Kevin Keene (arrived 6:30 p.m.).

Not Present:
Marshall Kovitz, Patty Gillis, Kate Downer.

Guests:
Chris Jewell, New Co-op Member.

Call to Order: 5:35 p.m., with four Directors present. A quorum was reached at 6:30.

Management
Present:
Donal Kinney, Michelle Franklin, John Mulle, Demetra Isbell, Ahmed
Elmagalawi.

Facilitator:
George Schroeder agreed to facilitate this meeting.

Agenda:
Added Items: Tracy requested an Executive Session for discussion of the CTL Search process. Tracy requested an Executive Session for dis-cussion of the lawyer search process. Donal has a Management Report and will pass it out for discussion at next month’s meeting. Cheryl will report on the Membership committee and on the status of the Lifetime Membership program. With Marshall not present, action on I.F. (Letter to com-mittees) was tabled until next month. The group agreed to remove item III. B. (Supervisor’s Handbook) from the agenda. Tracy moved, and Kevin seconded, that the agenda revised at the meeting’s begin-ning be accepted as written. The motion passed, 6-0.

December Minutes:

The group reviewed the minutes of the December, 1999 Board meeting. Only minor changes were made.

Issue Raised:
Donal noted the length of the Minutes and asked for the Board’s opinion on editing of the Minutes for space.

Action Taken:
The con-sensus of the Board (no vote was taken) was that there should be no editing of the Minutes at all. They should be published exactly as they were approved by Board vote. Cheryl moved, and Tracy seconded, to approve the minutes of the December, 1999 Board meeting, as modified. The motion passed 5-0-1, with George abstaining.

Issue Raised:
There is no organized bulletin board at the Valley store, for posting of Board materials.

Action Taken:
Dave Lusby will coordinate with Donal and John Mulle to see that a bulletin board is established at the Valley store.

September Minutes:

Tracy Brown has completed his version of events at the Sep-tember meeting of the Board and has passed out copies of it for the Board to review. George asked for input on the revisions.

Issues Raised:
Cheryl is O.K. with this version but wants the Board to take up the issue of Editorial Policy at a later meeting. Kevin is a little uncomfortable with the wording, noting that “these minutes don’t reflect the substance of the discussion at the meeting.” And Kevin sees a difference between polices regarding article submission as opposed to those dealing with article publishing.

Action Taken:
Cheryl moved, and Marianne seconded, to approve the minutes of the September, 1999 Board meeting, as modified. The motion passed 5-0-1, with George abstaining. The wording will go into the next issue of the newsletter.

Action Required:
The Board will revisit the issue of Editorial Policy at a later meeting.

October Minutes:

Tracy presented a revised version of paragraph 2, section III of the October minutes.

Issues Raised:
None.

Action Taken:
Tracy moved, and Cheryl seconded, to approve the minutes of the October, 1999 Board meeting, as modified. The motion passed 4-0-2, with George and Marianne abstaining. The wording will go into the next issue of the newsletter. (There was no “Item F.”)

Proposed Policy Governance Policies:

The Board sequentially considered, and voted on, each section of policy. The Board reached consensus on changes, with Tracy noting the changes. (listed here by policy, with person raising issues listed):

Asset Protection:
Issues Raised:
1. Do these policies represent anything different from current practice? (Donal);
2. The policies are too detailed (George);
3. Some of these are too vague, for example #6: what is “adequate protection”? (Donal);
4. Some new Directors have not yet been oriented and aren’t comfortable voting on Policy Governance (George); and
5. Donal has not had adequate time to review these policies (Donal).
6. There is no definition of the term “risk parameters” (Donal, Marianne).

Action Required:
Tracy suggested that Donal read Carver’s book on Policy Gover-nance, especially the part about “Board-CTL Linkage.”

Action Taken:
Donal stated his intent to review these poli-cies with his staff and get back to the Board. This section will go back to working groups for further study.

Cost of Governance:
Issues Raised:
None.

Action Taken:
Tracy moved, and George seconded, that this policy be accepted as written. The motion passed, 6-0. Board Monitoring:

Issues Raised:
None.

Action Taken:
Tracy moved, and George seconded, that this policy be accepted as written. The motion passed, 4-0-2, with George and Kevin abstaining.

Policy Development:
Issues Raised:
Kevin had new language for section #5A. Donal proposed that management review be added. Tracy proposed that it say “staff.”

Action Taken:
Consideration of Kevin’s language was tabled pending completion of Policy Governance training. When the allotted time for this agenda item had passed, Tracy moved, and Cheryl seconded, that the discussion time be extended. The motion passed, 6-0. After discussion, Tracy moved, and George seconded, that this policy be accepted without 5A. The motion passed, 5-0-1, with George abstaining.

Board Perpetuation:
Issues Raised:
None.

Action Taken:
Tracy moved, and George seconded, that this policy be accepted as written. The motion passed, 5-0-1, with George abstaining.

Director Code of Conduct:
Issues Raised:
Several. When the allotted time for this agenda item had passed, Tracy moved, and Cheryl seconded, that the discussion time be extended. The motion passed, 6-0. Unity of Control, Accountability of CTL, and Delegation to CTL: Issues Raised: None.

Action Taken:
Tracy moved, and Cheryl seconded, that this policy be accepted as written. The motion passed, 5-0-1, with George abstaining.

Action Taken:
Tracy will take care of text changes. David Lusby will distribute the results. Tracy and Donal will coordinate on possible rescheduling of their meeting on these policies.

Membership/Lifetime Membership:

Cheryl Plum reported on this month’s Membership committee meeting where two issues were raised:

Issues Raised:
Coffee with the Board: The committee felt that it would be a good idea to resurrect the idea of “Coffee with the Board,” that is, periodic in-store tablings where a Board member is available to interact directly with Mem-bers. Marianne agreed with the idea; she’s done a few and enjoyed it. Tracy objected due to logistical problems.

Action Required:
More information is needed to best decide when these tablings should take place.

Board Retreat:

Action Taken: The group agreed to a date of April 8th, 2000, or close thereto. Action Required: Tracy will check with Marilyn Scholl regarding these dates.

Monitoring:

I. Staff Survey

Issues Raised:
1. Donal has just received this document and has had zero time for him and his staff to review it.
2. The language of the ques-tions is inflammatory (Donal, Demetra, John, and Michelle).
3. The survey represents an attempt by the Board to bypass the CTL and directly evaluate the performance of a selected few of his several employees (Demetra, Michelle, Ahmed).
4. The survey was put together without the advice of La Mon-tanita Co-op’s Human Resources department, or any other professional human resources consultation (Demetra, John).

Action Taken:
The Board was unable to agree, either internally or with any of the management present, on any of the issues raised. The Board voted three times, after using up the allotted discussion time and its extensions, to extend that discussion time. Each motion passed, 6-0. Several motions were made to set up meetings between management and Board members to discuss the survey; none got a second. The meeting ended with no agreement on this topic.