Chicago Market June 2018 Board Meeting Minutes

Lakeview Pantry

Present: Dana, Ankit, Dan, Sara, Edward, Anthony, Lee, Grant, Linn, and guest Steve

Notes: Emily

1) Ice breaker (Sara and Dana)

2) Reminder that we're meeting at the Gerber building on 6/28 to visit the space and meet with the architects.

3) Sunny has officially rendered her resignation from the Board, but has already indicated her willingness to continue to help with projects. We thank her for her service and look forward to continuing to work with her!

4) Finance reports (Edward): we didn't have too much activity in our accounts other than the expenses for changing the locks at the Gerber building. We did bring in Owner equity from recent new Owners. Towards the end of July we will have some bigger ticket items to pay out, so Edward will work with OLC team to discuss cash flow. Edward/Lee/Ankit need to revisit the timeline and associated cash flow projections to compare/correct projected numbers to actual numbers. The MORE team needs to give input as to what we think Owner growth numbers will be. We're at 1200 Owners now and we need to get 600 Owners by the end of the year. We need to reflect the actual numbers in the timeline and cash flow then re-forecast out the projections.  Edward/cash flow team needs to talk to Sofia and see if we're in line with pre-launch loan commitments. 

Edward has gotten feedback from various teams about budgets needed. Grant, Dana, and Lee will talk and try to rough in numbers for the budgets that are missing (CDS, MORE, etc.).

4) Progress check-ins (Grant):
-CDS taskforce: our point person is on vacation so will get us proposals soon. Talked to Leslie Watson as well to go over her proposal. 
-Funding: has very clear next steps- moving forward with the bank loan application and hopefully getting an answer soon. Funding also has a phone call to discuss next steps for TIF funding.
-Legal: Anthony is going to move into taking Tony's roll as our team lead in Legal.
-MORE: 1200 Owners! Up from 1186 at last meeting. Team continues to push ahead on strategic plan. New, longer video to hit social soon. Linn and team are continuing to meet with Wilson Underline group about fall event and clarifying who's responsible for what and what the line item budget will be. Between the grant, vendor fees, and sponsorships, we should come out ahead!
-Upcoming events: Dana and MORE need volunteers for a few upcoming events, including RibFest and an upcoming info session.
-Store window signage: still working on design to adjust the images to fit within city guidelines.
-Org Dev: Sara has heard from about ten people who may be interested in running for the Board at our upcoming elections. Emily needs to create deadlines for election process. Sara will connect with Anthony to review a new Board election info sheet. We need to revisit our roster to figure out who is due for re-election. Ankit threw out the idea of having a smaller Board in general, as we become a governing board. That would require a bylaw change.  Anthony will revisit the language in the current bylaws.
-Site: has design meetings tomorrow and Friday. Dan posted the proposed contracts with Fresh Arc and Wrap and will look for feedback. We've gotten several proposals for owner's reps as well as security. We got notice that our parking lot is full of trash and needs some love. We may need to reach out to a partner in the community to get the trash disposed of after we clean. Site is working on a team calendar and a diagram of communication. Site will need to touch base with PM/GM team to figure out how they will fit into that diagram. We're looking at a September start for the PM.
-Annual Owners meeting: We've got a date and space. Emily is finalizing the COI and lease and then we'll be ready to go live on social. Emily will ask Jen if she can help pull the pieces in for the PowerPoint presentation.

5) Policy governance (Ankit):
-Last time we met Ankit gave the update that of all of the comments about the policy governance document, there were about 10 outstanding items and many of them were settled on online or in person with the exception of one item. 
-Ankit also utilized an outside consultant to review the most recent version of our document. For example, she had suggestions for the environmental aspects of our policy that extended the ways in which we'll be trying to be zero waste. 
-Another suggestion she made was defining when the GM needs to bring decisions to the Board and when they have freedom to make a decision on their own. Unexpected large expenses for example. Anthony thinks it's important to have "guardrails" so that Board members don't attempt to circumvent the processes for what is appropriate for Board-level discussions.
-Sara thinks there should be a work plan so that if any action/decision/expense falls outside of the work plan, it should go to the Board. Ankit point out that there is some information that the GM has to stick to the business plan.
-Grant thinks that the GM should be coming to us with the solution to any given problem, not just alert us to the problem.
-Anthony: there's two different questions, 1) when does the GM 'have' to come to the Board, and 2) when can the Board come to the GM?
-Emily suggested that it's important that the GM knows that she will get a timely response in the event that she needs a prompt answer from the Board.
-Linn asked if the policy included any language to handle personnel issues (incidents of harassment, etc.). We will revisit the workplace language.
-Ankit walked us through the main item for discussion, which is Board members and potential compensation. 1) Is being a Board member a paid position? There was consensus that this was not the case, and this is reflected in our bylaws. 2) If there is an employee that is a Board member, that is allowed. If there were a conflict of interest, that Board member would be expected to recuse themselves as per the Board agreement. 3) Can a Board member be a paid consultant? There are explicit and implicit conflicts of interest. Questions were raised as to whether this would be a consultant to the Board or to the GM, which shows two different ways where there could be conflict of interest. 
-Maybe we can work with the CDS during Board development to outline the processes for recusal in a formal code of conduct.
-Emily brought up a different side of the problem, which is a scenario where an existing consultant runs for and is elected to the Board. In prohibiting them from doing so, we have created a class of Owners that can't run for the Board.
-Dan: can we find out what other co-ops are doing? Dana: there are co-ops who do it all different ways.
-Anthony: there's a difference in order of operations in that if you are already an employee and run for and become elected to the Board, that's fine; if you are a Board member and want to become paid, that's not fine.
-Ankit is going to type up a proposal and we're going to look at it and send it off to Leslie, our board consultant.

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