Chicago Market Board Meeting Minutes - October 25, 2017

Present: Bill, Grant, Lee, Sunny, Ankit, Kelly, Linn, Dana, Greg, Lynn Garcia (guest), Dan, Jen, Sara, Emily 
Lakeview pantry

Notes: Emily

-Grant asked the room if we could adjust the agenda to include talks about Board officer elections to reflect the new place we're at in development and delay officer elections. No opposition to the suggestion.

-Streamlining Board meeting agendas: 
-finance documents will be posted online for discussion, we won't have in depth discussions at the meeting unless necessary
-better outlining and sticking to the minutes allotted (presenter gets x minutes, we have y minutes for conversation after)
-more concerted effort to capture discussion points as they're happening, using whiteboard to track points

Treasurer's report:
-Board members should do all prereading of finance docs beforehand and come prepared with questions, as opposed to going through finance documents line by line
-Ankit asked about the insurance expenditures. Bill explained what kinds of insurance we have.
-Bill is still looking at processing fees that we pay out when people use credit cards for Ownership. Right now the processing fees are optional, losing us equity. Bill wants to have an even $10 processing fee across the board to cover costs. He will bring it up to a vote.
-Sunny asked if we can escape credit card fees by utilizing ACH direct debits from checking accounts (like utility companies do). Greg: could we use QuickPay? It wouldn't be linked to NationBuilder. NationBuilder has its own list of qualified vendors. Lee will follow up.
-Grant: do these documents reflect current Accounts Payable? Are we as a Board making sure that we are paying people on time? That's not reflected in the Balance Sheet. Lee: do we have a budget of ins and outs over time in Quickbooks? Sara: Quickbooks isn't great for those cashflow reports. Dana: does the line item exist where future consultant fees will go? Not yet.

Officer elections discussions:
-Dan started the conversation on BaseCamp. Emily: we should look to the bylaws to parse out what they say about the duties of each officer, then extrapolate the desired qualities we'd like to see in those individuals.
-We went through each officer's duties- both those as outlined in the bylaws and the duties that the officers have actually taken on.
-(insert whiteboard notes)
-meetings and agenda
-operation of Board
-chair Owners meeting
-public face
-Annual Report
-signs documents
-leads Leadership Team
-accepts resignations

Vice President:
-assist President
-replace President if necessary
-bank access
-public face
-chair personnel committee (GM, hiring expertise)

-follow accounting procedures and coordinate tax filings
-report to Board
-annual budget
-financial recommendations
-Audit Committee member (no voting authority)
-finance operations
-Finance Committee
-follows up on lapsed credit card payments, expired cards

-notice of meetings
-custody of records
-meeting minutes (Board and Annual Owners Meeting)
-can accept resignations

-Sara: do the officers constitute an Executive Committee? Does that displace the work of Leadership Team? We made a conscious choice to not form an Executive Committee. The Leadership Team was developed to represent all major areas of the Board and volunteers without a sense of special or separate executive power.
-Without changing the bylaws, these roles' duties can't change. There are other things we want to amend in the bylaws.
-Sunny will own this conversation and move us forward in order to hold elections at November Board meeting
-Ankit: we should start thinking about the more formal committee requirements that will be required as we move on to the next phase of our process.

Funding- choosing a lender (Greg):
-Greg: we have relationships with five banks (NCB, SHCU, Benefit Chicago, SCC, CCLF, Bridgeview Bank). We have term sheets from NCB and SHCU.
-We applied to Benefit Chicago last year but were not eligible. They have since expanded and we are not eligible, based on our likelihood (or lack thereof) to secure other funding. It is a very long process. 6-8 months. But it is likely they will have fewer restrictions since it's grant funding and not a conventional bank.
-NCB said they would drop the guarantee requirement, which is huge, but they want us to keep $370k in a reserve account. SHCU is counting on a guarantee (which they think they can get from the USDA).
-Choosing either NCB or Self Help Credit Union, we would go in to an intense underwriting period.
-What's challenging about NCB is that we'd have to create our $250k reserve fund before the money is disbursed. Might be $370k?
-Jen and Lee: does a $250k/$370 reserve fit in to our pro forma? NCB would help us work through that. Lee: does it fit within our cashflow? It could come out of the $1mm+ working capitol allowance and the overrun allocation that is not currently earmarked for any expenses.
-Kelly: does it accelerate the need for OLC cash on hand?
-Emily and Sunny: could we apply for the cheaper loan from Self Help and don't get the guarantee/loan, how long would it take to correct course and apply to NCB? Less than three months.
-Bill: we need to keep track of other expenses: marketing firm, GM search consultant, Board development.

Market study (Sara):
-We need a new market study to assess the feasibility of the Gerber site, given the recent developments in the neighborhood.
-The proposal we got from Dakota is for $7k and includes up to three sites. It takes them about 3 weeks to complete. We've asked if they could do a "mini-market study" for less money on a single site- not viable.
-We need a market study for a lender any way.
-Site team is recommending that we move forward with the contract.
-We would owe them half the cost up front, so if the Gerber building totally falls through, we wouldn't pay the second half and it's *possible* that they would let us save that money for future use.
-Right now we really only have one other viable site: We could always do a fourth building through Dakota for only a few hundred dollars.
-Could we go forward with Gerber and then "hold off" on choosing the second and third buildings? Probably only if we were willing to pay for them to come out again.
-Dana: Is it possible for the market study to be so different/skewed from our original that we would become hesitant about the Gerber building? Dan: yes, that's why we want to see it. Treasure Island could skew the numbers down, the other developments in the neighborhood could drive us up.
-Lee moved to approve the expenditure on the market study with Dakota. Grant seconded. All were in favor.

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