December 2005 Wheatsville Board of Directors Minutes

Wheatsville Board of Directors

Monthly Minutes (Approved)

December 1, 2005

Present: Bob Kinney, Jimmy Robertson, Colin Borchert, Jane Kurzawa Cravey, Rose-Marie Klee, Shari Holland, Johnny Livesay, Ryan Vanstone

Absent: David Pease

Also Present: Dan Gillotte, General Manager, John Perkins, Financial Manager, Bonnie Tamres-Moore, Daniel Miller, Tony Piccola, Marilyn Fowler

Attachments: D Policy Monitoring Checklist, Parking Lot, copy of the First Quarter financials, original signed proposal of the Distribution of Net Savings for FYE May 31, 2005, copies of the letters of thanks given to outgoing board members Ryan Vanstone, David Pease, and Shari Holland.

Call to Order: 6:08 PM.

HOUSEKEEPING

Open Time: No comments.

Agenda: Consent Agenda, discuss proposed Anti-Torture Banner, approve 1st Quarter financials, approve Architect Proposal, discuss CBLD board development program, discuss 30th birthday plans, board policy revisions, approve policies, thank outgoing board members, seat new members, self-evaluation.

Agenda Review: Jane asked to add an agenda item on WV publicity. It was added to the agenda between the 30th birthday plans and the board policy revisions.

Consent Agenda:

Rose-Marie asked to pull the 11/3/05 minutes for changes. In the section marked "30th Birthday Plans" on page 2 of the 11/3/05 minutes, Rose-Marie corrected the spelling of Alejandro Escovedo, and noted that Bob and Ryan were also members of the Membership Committee.
Johnny requested that on page 3 of the 11/3/05 minutes, in the section on the Patronage Rebate, that "lifetime membership" should read "vested membership." Jane asked about the GM monitoring report on D.1. She said that Dan asked the board to revisit the section of D.1 which states that the GM must "Maintain financial conditions that do not incur fiscal jeopardy or compromise Board Results priorities. He thought that this was too confusing and too lengthy to report on.
Shari responded that she is suggesting that we scrap D.1 during the policy revisions tonight, so it will be a moot point if the board moves as such.
Jane moved to approve the Consent Agenda. Rose-Marie seconded. The motion passed, 8-0-0.
Rose-Marie moved to approve the 11/3/05 minutes. Jimmy seconded. The motion passed 7-0-1.

Parking Lot Review: This section was permanently added to the agenda last month due to Jane's suggestion that we have time to discuss old business.

Colin explained this to Shari, who arrived late to last month's meeting. Shari said that a great thing for us to do would be to create a parking lot, which would include any action items and would be recorded by the secretary. The secretary would send the running list of items in the parking lot with each month's minutes. Dan said that on the NCGA board, parking lot ideas are written up on the board.
Jane asked about the board support position. Dan said he is researching it, and has taken Bob's research, and is figuring out how best to work the situation for when the co-op is ready for the position.
Shari noted that in the October minutes it says that we agreed on next April as an ideal deadline.
Jane asked John Perkins about the membership numbers. She said that on the Expansion Update, the number listed was 8,000. Can John provided accurate numbers? Jimmy noted that in the past, John has given really great information on members by their membership type, and with some monetary information on each type of membership as well. John said he could easily provide this, and said he would put it in our boxes tomorrow.
Dan asked about dinner. Should there be a break or should we grab as we go? Bob said we should eat together, after the presentation and discussion on the Anti-Torture banner. He said we can discuss putting it in the agenda from thus forth.
Jane asked about the D Policy checklist. Colin said he has it and has been keeping up with it each month. Jane asked if I could include it with the minutes each month? Colin said sure. Shari noted that she included blank D policy checklists with the new policies, so everyone has a copy to look at.

GOVERNANCE

Anti-Torture Banner 6:27 PM

Bob introduced Bonnie Tamres-Moore, the head of the Austin Billboard Project. Earlier this month, she requested that we allow her to hang a banner on Wheatsville that says, "Stop Torture Now." She included a picture of the proposed banner for inclusion in our board packets.
Bonnie read excerpts from a declaration of the National Council of Churches, which condemned torture.
Bonnie noted that the banner would be 2' by 6' and she will pay for all the materials herself, as well as install it herself under the supervision of Wheatsville staff.
Bonnie spoke some more about torture and why it is wrong.
Shari asked about why she wanted to hang it at Wheatsville, and where else around town will she be hanging these? Bonnie said that Wheatsville is the first place she asked permission from, due to the informed membership of the co-op and our mission to promote justice. She will be contacting other similar businesses around town as well.
Shari asked where on the Wheatsville building she wanted to hang it. Bonnie responded that her ideal choice would be to hang it above the awning next to the Wheatsville sign, or on the Guadalupe side.
Jimmy asked if Bonnie was a member of Wheatsville. Bonnie replied that she wasn't.
Colin noted concerns that there was no action linked to the banner. He expressed fear that this would render the banner ineffective.
Jimmy asked Dan what the policy is on tabling. Dan replied that there are some limits on time, and some common consideration rules, but that is it. Jimmy then asked about the bulletin board. Dan said that there were no rules other than standard social bulletin board mores.
Shari said that the board needs to discuss policies and make a decision. She told Bonnie that Dan will contact her about it.
Jimmy asked Bonnie what the time constraints were? She said she wants to do it as soon as possible, but if we want to wait until after the holidays, that is fine too.
Bonnie implored us to research this more on the internet, at either the Human Rights Watch or Amnesty International websites. Bonnie then left.
The board briefly discussed this proposal over dinner. It was decided that we would form a committee to explore this proposal and come back with a recommendation at the next meeting.
Bob, Daniel, and Rose-Marie joined the committee.

First Quarter Financials 7:03 PM

Jimmy asked if there were any changes to the financials. John replied that there weren't, besides the new proposal on the Distribution of Net Savings for last year.
Jimmy asked if there were any deadlines to approve this proposal.
John said that if we did not approve it tonight, they would have to reprint them with a new date, and it may affect the patronage rebate distribution, but this may be delayed anyway.
John added that Debra only got him this information last Tuesday, despite the fact that he's been asking for it for a while. He said that it should be the board's job to monitor Debra, not his. Jimmy was sympathetic, telling the board that Debra had this information in August.
Jimmy moved to approve the First Quarter Financials. Colin seconded. The motion passed 7-0-1.
As for the Distribution of Net Savings for FYE May 31, 2005, Jimmy noted that all four bullets: the recall of investor shares, the educational fund, the retained earnings, and the patronage rebate were all things the board has discussed or approved in recent months, so it shouldn't be a problem to do it tonight.
Shari and Jane complained that they only got this proposal today and haven't gotten a chance to look at it.
Jimmy was sympathetic towards them.
Bob said that in the interest of moving things along, we should move on it tonight. Jimmy moved to approve the Distribution of Net Savings for the Fiscal Year Ending May 31, 2005. Bob seconded. The motion passed 6-0-2.

Renovation: Architect Proposal 7:27 PM

Dan briefly reiterated what he told us in the GM Report regarding the architects. He said that approving the proposal would be the only way to start moving things further with the architect.
Shari asked Dan if he posed the questions that the board suggested at the last meeting.
Dan said that he did. One point of mention is that we only owe for the work they do up to that point, in that given phase.
Jane asked if we even had a concrete floor plan yet, and why were we approving this right now?
Dan said that it is set in stone that there will be a two story addition with 3rd floor patio, the 2nd story would contain offices, the kitchen, and meeting rooms, that we would be repaving the lot, etc. The construction is projected to cost $1.5 million. The equipment is projected to cost $500,000. The entire project is projected to cost $3 million.
Shari noted that there are no cost estimates for each phase.
Jimmy asked if there was a schedule for each phase. Dan said there was, and he is handing it out.
Dan said that since the end of the feasibility study we haven't paid them, and we can't progress any further until we come to an agreement.
Rose-Marie asked about the AIA contract. Dan said that our lawyer is looking at it, and there are some things we are still looking at, but it looks pretty solid.
Shari asked Dan if he was asking us for authorization to proceed, basically? Dan said yes.
Jimmy noted that we can cancel at any point and only pay them for the progress made in the current phase. This is modified from a standard AIA agreement.
Shari asked about the status of the lease. Dan expects a reply from the Trust soon.
Shari asked if we should start with the architects with so many other things up in the air. Dan said that this is a good question, and he thinks it is safe to go to Phase 1 with the architects.
Shari said she wasn't comfortable approving it. Jimmy agreed.
Rose-Marie weighed the risk vs. the benefit.
Colin asked what the cost was of waiting with the architect. Dan said time, and possibly interest rates and money as the project goes longer.
The board decided to wait on approving this until we call a special meeting on the lease, which should be soon.

CBLD Board Development Program Discussion 8:00 PM

Bob noted that there is the date set for New Director Orientation on January 21st in Minneapolis. Bob handed out copies of an informational email sent by Marilyn Scholl on the subject.
Bob recommended we have a Wheatsville-specific mini-orientation before the new directors go to Minneapolis. This was discussed. Jimmy thought we could do it right afterward, since there were some scheduling issues. Bob set the date as either January 28th or February 1st. The board agreed to the latter.
Tony says he prefers Sundays because he works on Saturday.
Bob continued by saying we could then have our big meeting with the CBLD advisor in February or early March. He would contact them and tell them as such.

30th Birthday Plans 8:10 PM

The Membership Committee met at the Draught House to discuss the 30th Birthday Party/Spring Member Gathering.
Dan said that it would be a celebration as well as an informational event on expansion.
Possible sites are Fiesta Gardens, La Zona Rosa, and Ruta Maya. The Bar Mansion, which was mentioned at a previous meeting, was determined to be too far for such an event, but the board will keep this place in mind for future events.
It would be a day-long event with a variety of musicians affiliated with Wheatsville.
The deli would sell food, and there would possibly be other vendors affiliated with Wheatsville. Also, a silent auction is planned, with services and objects donated by Wheatsville member owners and/or vendors. This would be the benefit aspect of the gathering.
There would be some speeches during the day, with notable speakers such as Lloyd Doggett or Jim Hightower. Wheatsville member owners would have an opportunity to speak, although there would be a program. Johnny added that we should invite the board presidents from some of the non-profits we work with to speak.
The end of March or early April is the target for this party.
Alcoholic beverages would be available.
The board was willing to delegate this to Dan with the understanding that there would be an event coordinator who could employ the board for help.
Board members should be proactive and volunteer for what they want to do.
Shari suggested we have a kids area, and thought that April might be better temperature-wise.

WV Publicity 8:23 PM

Jane said that, in the interest of time, she can hold off on talking about publicity, but she does want to discuss this with the board. If it was alright with the board, she could simply email everyone her thoughts and we could discuss at a later date. The board was fine with this proposal.

Board Policy Revisions 8:25 PM

B.5 Shari reviewed the changes to B.5. B.5.10 was changed to be in compliance with the by-laws.
Rose-Marie had some small corrections to note.
Rose-Marie also asked about B.5.5.2.1. It says that directors are prohibited from accepting compensation for any other service than board work. How does this conflict with the staff directors? It should note that they are exempt.
B.5.11 also discusses the role of staff directors.
Shari said that she will add something to the effect of, "excepting compensation for staff members as discussed in B.5.11.
Rose-Marie moved to approve B.5. Johnny seconded. The motion passed 8-0-0.
B.9 Shari reviewed the changes made from last meeting.
Rose-Marie noted some small corrections.
Shari clarified the changes made to B.9.3.4.1 regarding the number of votes needed to enact a boycott.
Dan noted that he will need corresponding D policies for this policy and others.
Shari moved to approve B.9. Colin seconded. The motion passed 8-0-0.
C Policies Shari explained the C policies. She said that she took them directly from the samples provided by Marilyn Scholl, then edited them to fit Wheatsville. After that, she looked at our existing C policies and tried to figure out what things weren't covered by the Marilyn Scholl policies. Whatever she thought we needed to retain and wasn't in Marilyn's policies was added.
Shari went through the six C policies individually, noting items of importance.
C.4 In C.4.7, she noted that the board will not accept statements of GM compliance without the appropriate data.
C.6 Shari explained C.6, which is a lengthy policy concerning the GM evaluation process. She noted that Marilyn's policies had the board president and one additional director meet with the GM to discuss the evaluation. We currently do not do that. The board should decide if they feel that is important. At any rate, whatever is decided upon must be consistent with C.5.5.3.
Shari suggested that we approve the C policies in January.
As for the B and C policies that require policy monitoring, a board member is to write up something when required. This can be done on a volunteer basis, or as decided by the board president.
Shari moved to approve the B and C policy monitoring checklists. Jane seconded. The motion passed 7-0-0. (Ryan Vanstone briefly stepped out).
D Policies Shari noted that D.4, D.5, D.6, and D.7 were all to be completed by the Finance Committee. The board should discuss and approve these when the Finance Committee submits them to the board.
D.1 As for D.1, Shari suggested that it be deleted, and that we renumber the policies accordingly. She felt that the important aspects of D.1 are already in other policies, and what remained was either unnecessary or burdensome.
Shari moved to delete D.1 and renumber the policies. Rose-Marie seconded. The motion passed 8-0-0.
D.10
Shari discussed the change made to D.10 since last meeting. D.10.5 had been controversial the last time it was discussed, as it originally mandated specific restrictions on the content of the Wheatsville Breeze. Due to objections by the General Manager, Financial Manager, Board president, and a few other board members, Shari deleted those specific policy items (B.5.1.1 through B.5.1.9).
As compromise, Shari simply kept the following: "The newsletter should provide sufficient and appropriate space devoted to member linkage and board activities."
D.10 was not voted on.
Johnny brought up that the board needs to be writing articles regularly. This was discussed, as well as what articles should be written on. Johnny replied that we should be writing on vision. Jane added that we should be talking vision at each meeting so that we can write about it for the Breeze.
Bob said that he would begin adding this to the agenda if the board agreed. The board seemed to agree.

Thanking Outgoing Board Members/Seating New Directors 8:56 PM

Bob presented three letters of thanks to Ryan, Shari, and David, who are leaving the board. He read each letter, which uniquely praised each outgoing director, and then passed the letters around so that the entire board could sign. The board thanked these three for their terrific efforts.
Bob then introduced Marilyn Fowler, Tony Piccola, and Daniel Miller.
Shari moved to seat Marilyn, Tony, and Daniel. Jane seconded. The motion passed 8-0-0.

Board Self-Evaluation 9:04 PM

Plusses:

Things stayed positive.
There was delicious food. Thanks Dan and Colin.
The Parking Lot feature should work well.
New board members.
Minuses:
We got off schedule. To be fair, most of that was when entertaining Bonnie Tamres-Moore on the subject of the anti-torture banner.
We did not get material on time yet again.
We missed David/saying goodbye.
We will miss our policy guru Shari.
There is no speaking order system.
There should be more chances for more people to speak, instead of two people arguing back and forth.
There shouldn't be any board confusion in regard to the project.