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Wheatsville Board of Directors

Monthly Meeting Minutes (Approved)

December 18, 2006

Present: Bob Kinney, Jane Kurazawa, Johnny Livesay, Jimmy Robertson, Colin Borchert, Marylin Fowler, Daniel Miller, Rose Marie Klee, Bryan Butler

Absent: Anthony Piccola

Also Present: Dan Gillotte, General Manager (GM); John Perkins, Financial Manager (FM); Allison Porter, Administrative Assistant (AA); Tom Wald, Guest.

Call to Order: 6:00 PM

Renovation Update 6:01 PM

• There are 3 neighboring properties adjacent to the retaining wall, and we have been coordinating with the landowners regarding timing and access to their properties. The Land Trustees, our lease, and our engineers say the replacement of the retaining wall is the first and most important part of the initial renovation process.
• There will be some amount of impact to the adjacent landscape. We may have to offer one neighbor compensation for replacement of damaged plants. We must show that we have construction agreements to move forward in January.
• Marilyn asks how many trees will be taken out. Dan says that most of the smaller trees will be removed, but they are generally of lower quality and will be replaced by more suitable species afterward.
  
  

VISION

Self Evaluation: 8:37pm

• The board discussed the highest and lowest scored questions.
• Jane suggests that those who scored highest and lowest explain their answers.
• Rose Marie points out that #29 and #30 scored 1's twice. Jane says one was her. She thinks that the goals that were set at the beginning of the year were never revisited after the first discussion. Colin suggests we could put our goals at the bottom of the minutes. Jane thinks we could check in on progress made on goals during meetings. Jimmy suggests evaluating board performance based on a schedule. Colin mentions the long-reaching goals of the A policies.
• Rose Marie points out the weakest categories: board performance and board organization. Jimmy suggests focusing on those areas as a topic during the next meeting and discussing ways to improve. Bob says we could make this board self-evaluation discussion part of our orientation retreat. Jane thinks we should include the participation issue in the retreat.
• The board agrees to discuss these low scoring categories during the retreat.

   

 HOUSEKEEPING

Agenda: 6:52 pm

• Call to order - Renovation update 20 min & Vision discussion session 30 min
• Review agenda & Open Time
• Revised B policies and affirm membership document - vote
• 2006 election results - affirm
• Minimum wage Living wage resolution - vote
• 2007 Calendar -CBLD 101 session Jan 20 -set board orientation retreat Jan -two choices for retreat date with new consultant -any upcoming calendar events - discuss
• GM report on audit recommendations - accept
• Set first member dinner date for Jan
• GM monitor policy D8 - accept
• Member surveys - discuss
• Member forum -discuss
• Bylaw revision -discuss
• Board self evaluation of meeting - oral monitor reports
  

Consent Agenda: 6:54 pm

• Colin's November Meeting Minutes approval
• Dan's November GM Report approval
• November Operations Report approval
• Johnny makes a motion to approve consent agenda, Colin seconds it and the motion is approved. The motion passed 5-0-3.
  

GOVERNANCE  

Revise B Policies and Confirm Membership Documents 6:55 pm

• Bob says the new policies include details of membership requirements. He says we can use the old policy basics and improve upon them. It gives us a starting point to develop a new membership document.
• Dan mentions that we have not yet been able to revise the policies and for the time being we can approve the B policies and then work on improving them later.
• Bob has a few minor changes: B.3.1 says the annual governance cycle starts in July, but it has traditionally been January. Colin adds that the word "fiscal" should be removed from B.3.1.
• Bob brings up policy B.9 which says "Board cost will be determined annually in ___ by board action". Date to be filled in and will get final approval in May.
• B.10.2.2 contains no words, only a period.
• Jimmy asks if, after approved, these policies will be a stand alone and not part of the B policies. Bob says it fulfills B.7.8 which gives the board the right to review terms of membership.
• Rose Marie asks why terms of membership are separate from the policies and so in depth. Colin answers that it is because membership terms are too specific and subject to change.
• Daniel thinks that B.3.4 and B.3.1.1.1 are redundant. He also thinks the wording of B.3.4 makes it a burden of proof. He says that discussing something does not necessarily mean deciding it.
• Dan believes B.3.4 says not to put something on the board's agenda that is not the boards' responsibility, but B.3.1.1.1 clarifies the responsibilities of the president.
• Daniel is concerned that at some point the board must be required to prove that it is acceptable to discuss certain issues during the meetings.
• Rose Marie asks how Daniel would reword the policy. He responds: "The board will not create agenda content on issues that clearly belong to the GM to decide."
• Daniel also has a problem with B.4.1.3.2 and thinks it is unnecessary and should be assumed. Bob is in favor of deleting it.
• Dan notes that if we had a newer or weaker board, we may need these things to be clarified in case the acting president is not available.
• Regarding 4.1.3, Bob suggests that each board could vote on a "Vice President" to fulfill the requirement for ensuring smooth planned or emergency succession.
• Dan clarifies that the president must indicate his way of doing things so if he is absent the board does not waste time figuring out what to do.
• Daniel points out minor typos and suggests slight rewording in B.8.2.1.
• Colin makes a motion to approve B policies, Johnny seconds and the motion is approved. The motion passed 7-0-1
• Johnny makes a motion to approve the membership document, Jimmy seconds and the motion is approved / Vote Results: 6-0-2.
  

Election Results 7:28 pm

Total valid ballots cast for candidates 424

Jane Kurzawa Cravey 243
Bryan Butler 312
Glenn Gavin 101
Johnny Livesay 341
Rose Marie Klee 240
Sherry Monarko 105
Simon Powell-Evans 119
Jimmy Robertson 233
Andrew Wagner 78
Steven Yarak 129

Community Action:

Ecology Action 280
Caritas 174
People's Community Clinic 276
Family Eldercare 171
SafePlace 252
Green Corn Project 171
Capital Area Food Bank 219
Community Partnership for the Homeless 162
Sustainable Food Center 219
Hospice Austin 162
ACLU Central Texas Chapter 213
Inside Books 162
Save Our Springs Alliance 202
Literacy Austin 158
Emancipet Mobile Spay/Neuter Clinic 187
Casa Marianella 137
Meals On Wheels 178
Any Baby Can 102
Tree Folks 178
Sims Foundation 55

Write-In Nominations: 958

Act Up Austin 3
League of Technical Voters 1
Action for Animals 8
Lilith Fund 3
AIDs Sevices of Austin 3
Mainspring School 1
All Blind Children of Texas 1
Manos de Cristo 1
American Friends Service Committee of Austin 1
Mobile Loaves and Fishes 1
Animal Trustees of Austin 3
Mothers Milk Bank 3
Atheist Community of Austin 1
Out Youth Austin 2
Austin Academy 1
PetsAmerica.org 1
Austin Car Share 1
Planned Parenthood of Austin 2
Austin Discovery School 2
Political Asylum Project of Austin 1
Austin Parks Foundation 1
Project Transitions 3
Austin Voices for Youth & Education 1
Rhizome Collective 3
Buffalo Field Campaign 1
Roots and Shoots Jane Goodall Instuiute 1
Campaign to End the Death Penalty 3
SafePaws 1
Communities in Schools 1
Saheli 1
Con Drama Inc. 1
South Austin Museum of Popular Culture 1
Texas Campaign for the Environment
Everywoman's Self Defense 1
TexPIRG 2
Friends of Barton Springs 10
The Arc of the Capital Area 1
Foundation Communities 1
The Nature Conservancy Texas Chapter 1
Girl Start 1
Tissue & Blood Center 1
Habitat for Humanity Austin 1
Travis Audubon Center 1
Instruments for Peace 1
Trinity Child Development Center 2
International Socialist Organization 1
Yellow Bike Project 10
Lago Vista PAWS 1
Youth Liberation Network 1
Latinitas 1

Boycott Total Votes 402

For (93%) 372

Against (7%) 30

• 353 ballots cast by Investing Members
• 82 ballots cast by Annual Members
• 71 mailed in ballots
• 196 online
• 168 in store

  Results tabulated by Aldia Bluewillow 12/12/06

  There were 2 ties in the community action category: one from the list and one from write-ins. Dan thinks it would be fair to split the funds between those two.

  Bob makes a motion to approve the election, Colin seconds and the motion is approved / Vote results: 8.0.0.

Member Dinner Date: 7:22 pm

• Johnny will be out of town from the 17th through the 23rd of January so he would like the member dinner to be at some point while he is in town. January 25th at 6:30 pm has been tentatively decided on.
• Jane asks for input on an agenda for the member dinner meeting. Jane will make sure the committee is working on it. Suggestions: vision discussion, rewriting bylaws, local vs. organic. Jane will send out an email asking for contributive ideas.
  

Universal Living Wage: 7:34 pm

• Bob presents the Universal Living Wage resolution which the Board has been asked to consider endorsing. He explains that it is a broad-scale initiative to gain support from many different organizations for an increase in the federal minimum wage.
• Daniel says that the amount may change and that if we as an organization agree to approve of a universal living wage then that would lead to an ethical obligation to raise the wages of our staff members. He thinks we should support the federal minimum wage being raised for everyone to set amount.
• Jimmy says that just because we may not be able to provide the universal living wage to all our staff members right now doesn't mean we can't embrace the concept of a universal living wage in general.
• Jimmy moves to approve the Universal Living Wage document, Rose Marie seconds and the motion is approved / Vote results: 8.0.0.
  

2007 Calendar: 7:45pm

• Bob tells Bryan about the retreat orientation. February 3rd is agreed upon as the date. The program is to be announced. It is tentatively scheduled for 10am until around 2pm.
• Dates to give Bentley Lein (CBLD advisor) for the retreat: February 24th and/or March 4th from 9am to 5pm.
• Monthly meeting dates for January 2007: The board will continue to meet on the 3rd Monday of each month as has been done this year.
   

GM Report: 8:05 pm

• Internal Controls recommendations made by Wegner LP, our auditor this year, have not yet been enacted.
• Colin sees the Board Conflict of Interest and Confidentiality policies as new B policies.
• Jane thinks the audit committee could look at the Wegner recommendations and add them to the B policies. If they do not already fit in then we could amend the policies to suit them. She suggests transferring Conflict of Interest into electronic form to be updated.
• John received a tax return from auditor in the mail on Friday. He says it looks accurate and this would conclude our contracted services.
• Jane asks about board expenses. The board is under budget.
• Motion to accept Dan's report on policy D.8, approved / Vote Results: 7.0.1.
   

Member Surveys: 8:12 pm

• No information provided as of yet. Marilyn offers to help Jane with them.
  

Member Forum/Wiki: 8:13 pm

• Jane has received questions about the renovation and thinks a forum would be a good way to respond to questions via the board as a group.
• Daniel thinks the more open the forum is the better the results will be because community participation works out the kinks better. The idea is that errors self-correct because there are more good guys than bad guys. If we want optimal control to prevent negative commentary then a forum or wiki is not preferable.
• Daniel also worries that if we use Yahoo! to discuss grocery issues that WholeFoods will attach ads to them. He thinks that since we already own a server we should use our own and not go through another.
• Jimmy asks what the staff manpower requirement to monitor the forum would be.
• Daniel suggests that we indicate in our publications how to contact the board via forum/wiki.
• Johnny asks about the possibility of a Wheatsville Myspace page. Daniel says we wouldn't own the page and there would be advertisements from other companies on it. Myspace is also becoming less of a community resource because more businesses are creating profiles on a service that was originally intended for people.
• Jane asks the moderator who would be. Johnny says it would be a lot of work, judging from Blackstar Co-op's forum moderation. Daniel doesn't think it would take that much time: 30 minutes to setup, 1 hour to structure, and 5 minutes per week to moderate.
• Daniel thinks the wiki is the easiest and most effective form because anyone can edit it and it does not have to be anonymous. In order to thwart some potential complications of anonymous people creating unproductive negative dialogue, we could require users to enter their name and member number first. This will help prevent people from making unnecessarily negative remarks and it will be easy to track and remove inappropriate content.
• Rose Marie thinks we need to further clarify our expectations of the forum/wiki.
  

By Law Revision: 8:32 pm

• A by-law revision schedule was not developed during the last meeting.
• John will discuss the Articles of Incorporation.
• Jimmy says that any by-law change would have to be discussed by the board, agreed upon by the members, then voted on and passed. He thinks by-law revision could be the biggest contribution this board can make. It has been a long time since this has been done and will take a long time to complete.
• Rose Marie points out that everyone on the board is in the revision committee, but the level of participation varies.
• Bob suggests tracking down those who crafted the current by-laws and asking their opinions.
• Jimmy was involved in the last revision a long time ago. He asks if the committee feels like revision is just a clean-up or additional governance.
• Dan brings up questions to discuss in the Bylaws Committee: are we Subtracting? Adding? Rewording? etc.
• Now that we know when the next board meeting is, we can schedule a by-law committee meeting, preferably prior to the board meeting.
  

Seating of Board Members: 8:42 pm

• Resolution for Daniel: Thank you for being on the board!
• Formally recognize Bryan Butler as a member of the Board of 2007!
  

Executive Session: 8:43 pm

• Confidential (no minutes)
  

January Discussion Topics:

• Local v. Organic
• January 25th Member Dinner
• February 3rd Board Orientations
• Audit Committee Board Conflict of Interest
• Member Surveys from Jane
• Continue discussion on Member Forums/Wikis
• Continue discussion of Livable Wage
• Formally recognize Bryan Butler as a member of the Board of 2007!
  

Positive:

• Thanks Daniel! You'll be missed…
• Quick meeting with minimal argumentation
• Nice to have a guest (Tom Wald)
• Thank you Jane for baking cake (and agreeing to do so at every meeting)
• Good schedule for meetings
• Political action taken
• Colin's November minutes
  

Negative:

• Conflicts of interest.
• Meeting time could be better spent than scheduling.
• Encourage higher director attendance and board participation.
  

Suggested improvement:

• Internet/Email discussion (communicate electronically to save meeting time?)
• Require 3rd Monday meeting time.
  

Summary of Action

• Motion to approve Consent Agenda, approved: 5.0.3.
• Motion to improve B-Policies, approved: 7.0.1
• Motion to improve Membership Document, approved: 6.0.2.
• Motion to approve the Election, approved: 8.0.0.
• Motion to approve Universal Living Wage, approved: 8.0.0.
• Motion to accept Dan's Report on Policy D.8, approved: 7.0.1.

Action Steps

• Jane will send out an email asking for contributive ideas for the member dinner discussion.
• Marilyn offers to help Jane with the member survey results.
• Colin offers to head the development of an annual calendar of events.

   

Parking Lot

• No information at this time