II        Approval of Consent Agenda:

· Motion 11-2006 (#1) Motion to adopt the consent agenda items as written including: approval of October Board meeting minutes, approval of November Board agenda, approval of committee meeting minutes, and approval of GM report. Colin / Toni Motion passes 7-0-0

III        Approval of Minutes:
· Consent agenda

Motion 11-2006 (#2) Motion to accept the L-5 report with the exception of item 4 pending a clearer definition of 'adequate' debt to equity ratio.
Discussion:
· I feel that the policy is flawed and that Michele's interpretation was adequate.

Toni /Colin Motion passes 6-0-1

VIII       Review L-5

· If the policy governance committee would like to take on this policy, I think we should also look at item 1. Deviate materially is pretty fuzzy and not really useful.
· I would like to see the policy governance committee keep a running list of things that the board takes issue with.

X        Answers to Finance Related Questions Generated at the Board Retreat

· This is a summary of answers given to questions that were generated at the retreat.
· I would like to comment that this was prepared in a very clear fashion.

XI        Board Members: Recruitment, Retention, Training, etc.

· This was something that was discussed at the retreat.
· It has been submitted with the request that an ad-hoc committee be formed to take on recruitment, retention, and training.
o We discussed this at BDC and thought it was a great idea.
o We had discussed having ex-board members serve on this committee, but I do wonder if there are enough to fill out the committee.
· This may be a good time to bring up a training called CBLD.
o They are looking at April as a possible date for this training. Some of the focuses of their training are these exact concerns.
o This would be excellent timing as it coincides with our elections.
o We could then make this training one of the mandatory commitments of any new board member.
· My first question is, at exec, we wondered whether BDC has the time to take on this training / retention role.
o Currently, there are a couple of sessions conducted by Judy.
o After talking with Judy, we though it might be good to break these trainings into one dealing with basic procedures and another on policy governance.
· The thought of CBLD is that we would not just go for one year, but would make this a yearly training.
o There are tracks that different board members would fall into, some introductory, some more advanced.
· It had been proposed that BDC take on these issues. I don't want to be saddling them with work that they may not be able to handle at this time.
· I would like to propose that we keep this on a more local level, relying on Marcia and Judy to conduct trainings.
o It may be beneficial to open up this training to potential board members. I'm not sure how feasible this would be.
o I would also like to propose that we commit some of our time after our service on the board to help with the training of new board members.
· At BDC, we are now into the election cycle. We were never able to get into the retention and training aspects.
o Training is great, but its worthless if we cannot hold on to our members. Retention should be a primary focus.
o I feel that retention has not been a problem this time around. Also, I think that policy governance training could be beneficial, but it really doesn't become relevant until you delve into your own policies.
· I had talked to Judy about changing the wording of our advertisement in the Thymes. She thought it would be a bad idea to play up the excitement of board work because it is drudgery. If this is the perception of being on the board, perhaps we need to fix the image of the board.
· I think this whole retention / training issue was brought up so that the board would identify some sort of action.
· I am still not clear on retention.
o It seems that there is always a cycle of elections. There may be too much invested in candidates that will not be elected.
· The question is where do we go from here.
o In terms of retention, it will always be a balance. You are weighing your time. I think that if you feel like you are making progress, begin an effective member, that you are likely to value the board experience more highly.
o Effective training, that makes the board more effective, might also take care of retention issues.
· Retention never seemed to be a problem until we started our growth.
o Going through consecutive growth periods burned people out.
· Is an ad-hoc committee a possibility at this point?
o It may be difficult to even assemble a list of people to serve on this committee.
o I (Michele) could come up with a list.
· In determining a charter, we should look at the cycle of being a board member. We can determine where the weaknesses are and have the ad-hoc committee focus there.
o I think we should make sure that we don't spend a lot of time on something that the board is not even that interested in. In the evaluation process, the board always seems disinterested.
o I think this is because we felt like there was nowhere to go once the evaluation is finished.
· Michele will provide a list of names to Fred that can be used to form an ad-hoc committee. This committee will investigate the cycle of being a board member, from recruitment to training to retention, identify the weaknesses and then try to improve these areas.
o Something this committee should look into is the investment of ex-board members' time. Should there be a compulsory effort by ex-members to recruit new members?

XII        Policy Governance Chair and Deadlines for End Statements
· Between the executive committee and now, I posed the question to Todd and Liz, of who would like to chair the committee.
o It makes sense for Todd to chair the committee until his departure and then be replaced by Liz.
· One of the first goals is to develop end statements.
o I feel that this may beyond the ability of the committee at this time. We need to discuss policy governance as a committee and figure out where we are and where we need to be.
o We should evaluate the end statements in terms of their functionality.
· We will setup an initial meeting time so that we can discuss the end statements.
o I'm beginning to get a better understanding of where these statements fit into the larger picture. If we take time to discuss this, we will be able to better address the ends.
· Would it be reasonable to come back from this meeting with some idea of how the ends will be addressed?
o This first meeting will probably be spent sorting out housekeeping items, like future meeting times.
o I don't expect the committee to come back with deadlines, but at least some idea of an approach to policy governance and how the Ends statements will be dealt with.
· We will need an agenda item, confirming committee members and who the chair will be. It can usually go on consent.
o Perhaps the committee can submit this motion for the next meeting.

XIII        Review Draft of ORC Growth Flyer

· One thing that struck me as possibly confusing, was the debt ratio - need help!
o This actually means that they didn't know what to put here and want help.
· This was marketing's take on the flyer. It has not been reviewed by ORC.
o I feel that the aesthetics of this flyer do not begin to approach the seriousness of the issue at hand.
o It is cluttered. The graphics seem a little less than serious. Perhaps a little too casual for a serious document.
o I feel that it actually does include a great amount of information, including ways, as an owner, to make yourself heard.
· I am wondering how we can get our concerns to ORC.
o You can submit them to either Todd or Esther.
· I also feel that this should take on more of the feel of a annual report. It seems a little too much like a sales flyer.
· I had a problem with the sequence of the document. I couldn't navigate from panel to panel.
· I agree that the graphics are a bit goofy, but the language is very good. It deals with the seriousness of an issue that may potentially be emotional quite effectively.
· Aesthetics are the least of my concerns. I think that we are creating a reaction to something that has not even been decided.
· When would this be mailed out? After growth is going to happen?
o I thought this was to prepare owners that growth will probably have to happen. It shows that the north store is bursting at the seams. My understanding was that this is to educate owners as to why we would make a sudden move if it presented itself.
o The idea originally was to move quickly with this but perhaps we should take a little more time preparing this flyer.
· Keep in mind that this is only one avenue for presenting this information.
o The proper choice of words could make all the difference here. There are easy ways to make difficult statements.
· I have a question about the address panel. It says that the board has unanimously agreed on the possibility of growth. When did this happen?
o We agreed to continue moving forward with the process.
· My comment is that this doesn't educate. There is nothing in here about the problems we are facing. This only brings up solutions. There should be more focus on why this growth needs to occur.
· The ORC committee will take this feedback to their December meeting.