september board minutes

Meeting brought to order at 4:37pm in Teaching Kitchen

Adoption of September Meeting Agenda:  M/Kay  S/John,  no amendments. All in favour.

Declaration of Interests: none

Approval of August Meeting Minutes:  M/Maggie S/Cathy-Ann, no amendments. One abstention, 5 in favour.

Approval of consent agenda, including: 

• Governance Committee minutes
• Finance Committee minutes
• Member Engagement Committee minutes

M/John S/Kay

It is noted that the board is now planning to participate in Co-op Week events at the store.

CARRIED. All in favour.

It was noted that the meeting was John Kingsmill’s last meeting.

Business Arising

1. Appoint Employee Director
   1. Following the Rules and Policy, HR conducted the nomination and election for Employee Director.  The staff elected Leannah Fidler to fill this role for October 2024- September 2026

MOTION To appoint Leannah Fidler as Employee Director

M/Maggie S/Kay

CARRIED All in favour

2. Review member feedback.
   1. There were three pieces of member feedback this month. Two have been addressed and the third was discussed in the meeting.
3. Review audited financials
   1. Sean reviewed the audited financials for FY2024, as circulated
   2. Sean reviewed the internal control letter. Despite the notes, the audit is still considered ‘clean’.

MOTION To adopt the audited financial statement, as presented, and authorize the President and Treasurer to sign

M/ John S/James

CARRIED All in favour

4. Surplus Funds Report
   1. The 2024 Surplus Funds Report was circulated ahead of the meeting. This report includes granting $150k to the employee bonus, and $75k to member patronage.
   2. Sean suggested that the operational reserve be amended to include the cost of the garage door, which was approved by the board after the budget.

MOTION To approve the Surplus Funds Report, as amended.

M/Kay  S/John

CARRIED All in favour

5. Update Terms of References
   1. As discussed at the August meeting, several duties were proposed to be moved from Governance to other committees.

MOTION To approve the Terms of Reference for Governance, Finance and Board Development Committees, as circulated, and to move to the relevant committee work plans all details of the activities associated with those changes

M/Kay S/Cathy-Ann

CARRIED All in favour

MOTION To change all instances of ‘Nominations Committee’ in the Policy Manual to ‘Board Development Committee.’

M/Kay S/John

CARRIED All in favour

6. Discuss social events
   1. The directors planned several social events to celebrate the current board and welcome new directors.

MOTION To approve $800 expenditure for board social after the AGM.

M/Maggie S/Cathy-Ann

CARRIED All in favour

MOTION To approve $1000 expenditure for board dinner to welcome new directors

M/John  S/Cathy-Ann

CARRIED All in favour

IGM Report – Presented by Sean Silverson and Ashley Elliott

7. Sean shared the highlights from the August financials, as circulated.  As with the last number of months, sales and net income continue to be strong, with August sales approximately 7% above the same month last year.
8. The IGMs presented activities to support the Strategic Plan
   1. The IGMs presented activities to support Goals 1-3. Setting activities on Goals 4-5 will be delayed until a GM is hired.
   2. The IGMs responded to questions from directors and amended the document.

MOTION To approve the Strategic Plan, including operational activities

M/John S/Cathy-Ann

CARRIED All in favour.

9. Questions from member attendees – There are no non-board members in attendance.

Next Meetings:

September 25th – 5:30pm.

Oct 22nd – 4:30pm in-person with the new board.

November meeting TBD with the new board

The meeting adjourned to In Camera session at 6:15pm.