Board of Directors’ Meeting- Offsite Office Monday, November 17, 2014 – 6:30pm Time & Amount Present: Jan Rasikas, Luke Zigovits, Curt Brye, Eric Speck, Mike Link, Leslie Kruempel, Shawna Connor, Brian Dahlk Absent: Jena Sherry, Topic / actions Action item 6:00pm 30mins Light Dinner – and beverages served at 6pm 6:30pm 5mins Welcome to guests / visitors: Brian Dahlk from Wegner CPA 6:35pm 5mins Check in - Go around on state of mind; affirmation of preparedness to act 0min Review Agenda – add any consent items that need discussion at this time 6:40pm 5min Consent items: o Page(s) # 3-4 6:45 30mins Page(s) 7:15 60mins o Approval of minutes o M/S – Shawna, Luke o Approved as presented Jan’s FYI report Fiscal Review FY2013-14 Brian leads us through financial review for FY2013-14 as prepared by Wegner & Assoc., CPA o Felt the review process went very well, getting info, etc. o No disagreements or issues with staff forthrightness, etc. o L. 4. 8 Policy Language will be review in December to discuss full audit schedule. o BoD Learning Initiative – o CBLD 101 upcoming –policy governance, financials - January 10th o Leadership Training – January 10th o Co-op Café – March 21 o Study Topic – topics identified at BoD Retreat timeline Page(s) 5-19 Eric H– ensure the header is on the agenda to approve. Post online: June, August, September, October minutes AI Jan Find policy that will address audits, and ensure it will be on the agenda for review. AI Jena Can you send us the most updated policy registry from last year? G. 1 reordered AI – Curt Schedule call with Art, and request board questions. Communicate with board ways to participate in call. o o Board of Directors’ Meeting- Offsite Office Monday, November 17, 2014 – 6:30pm Learning Timeline Team – process for the content of the calendar: Mike, AI – Jan & Curt Larry, Jena identified at the retreat for team Schedule Art’s return o Purpose: make great decisions to finish retreat objectives, and Board Retreat Review – Art Sherwood’s notes from our retreat present Board’s identified areas of improvement AI – Jan Register Larry, Luke CBLD 101; Curt leadership training, Mike Co-op café AI – Jan Schedule and prepare Eric S for a financial session during December’s board meeting AI – Jan Engage NCG’s Development Cooperative 8:15 10mins Page(s) 20-30 8:25 15mins Page(s) 31-44 Executive Limitations monitoring - GM o L.8 Communication & Support to BoD o Henceforth moved to November monitoring – unanimous consent o Add Executive Limitations compliance to consent agenda. If there are questions, we can break it out and discuss it. Non-compliance will be pulled out to later agenda item, and be discussed o M/S – Leslie/Mike o Accepted as presented o L.4.9 Net Income Q1 – reporting non-compliance o No plan for correction at this time o M/S – Larry/Leslie o Accepted as presented o AI – Jan add L.8 to November, Ends to December, BoD Policy Monitoring E.1 Ends Policy Report FY2013-14 is moved to December meeting as discussed at the Retreat o Oct & Nov combined Governance Process monitoring - BoD o G.1 Governing Style o G.8 BoD Relationship to Owners AI – Eric H Repair G. 4 – renumber Board of Directors’ Meeting- Offsite Office Monday, November 17, 2014 – 6:30pm o G.2 BoD Job Description o G.3 Code of Conduct o G.4 Role of BoD Officers Tabled - until review on revisions by email 8:40 25mins Page(s) 45-49 9:05 5mins 0mins 9:10pm o Oct & Nov combined o Old Business o Election of BoD Officers o President - Curt – M/S - Larry, Mike – unanimous ballot o VP – Leslie - M/S –Larry, Mike – unanimous ballot o Secretary – Shawna - M/S – Mike, Leslie – unanimous ballot o Treasurer – Luke - M/S – Larry, Shawna – unanimous ballot o Board Review of Self Evaluation o Send compiled list to Art S. for next session with him o Absenteeism – o Move Board meeting to 3rd Wednesday of the month beginning in December 17th– M/S – Larry, Mike Accepted as presented New Business o Dec and July board meetings - Yes o Date for Holiday Dinner with BoD, Management team and their guest o Dec. 7th or 8th – details TBD Closed Session as needed Adjournment Thank you AI – Jan Send G.1, 2, 3, 4, 8 To board by email for review and approval AI – Eric H. Compile attendance, maintain on SharePoint AI – Jan & Eric Have call in, webcam option beginning in December AI – Jan Plan holiday dinner