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BoD Document No.

13
Meeting of the
Board of Directors
Of the
Kennett Square Food Co-op

August 2​nd​, 2018


7:15pm 138 Prospect Ave. West Grove, PA 19390

Minutes
Board of Directors
Present: Britton Mendenhall, Kevin Booth, Josh Fitzgerald, Maureen O’Shea, Meggie
Schaeffer
Absent: None
Quorum Present?: Yes

Others Present: None

Proceedings
Opening

● Meeting was called to order and Kevin Booth volunteered to chair. His offer was
accepted.

● The Co-op’s mission statement was not readily available and was not read aloud. A brief
discussion on the role of the mission statement and its evolving nature was had.

● No additions to the agenda were suggested and the agenda was adopted.

Scheduled Business

● A report on the progress of Incorporation and Registration was given. It was noted that
Filing of the Articles of Incorporation and Filing of form SS-4 were successful while the
filing of form PA-100 was still in progress.

● Election of Officers:

○ President

■ M.O. nominated Britton Mendenhall; M.S. seconded; Britton accepted and


the nomination passed
○ Vice-President

■ M.S. nominated Maureen O’Shea; B.M. seconded; Maureen accepted


and the nomination passed

○ Secretary

■ B.M. nominated Kevin Booth; J.F. seconded; Kevin accepted and the
nomination passed

○ Treasurer

■ No nominations were made.

● Resolution Adopting Bylaws (BoD Docs #3 and 4)

○ K.B. moved to adopt the resolution; M.O. seconded

■ Discussion around section 4.03 on the restrictions of individuals serving


as employees of the Co-op and Directors took place.

● K.B. moved to amend section 4.03 to begin: ‘Current directors


may not apply for employment to the Co-op and…’; M.O.
seconded; the amendment passed

■ The original motion was voted on and passed by unanimous consent

● Approval of Membership Share Value and Number of Shares Required (BoD Doc #5)

○ K.B. moved to adopt Doc. #5; M.O. seconded; the motion passed

● Approval of Form of Membership Application/Agreement (BoD Doc #6)

○ B.M. moved to adopt Doc. #6; M.O. seconded; the motion passed

● Approval of Member Stock Certificate (BoD Doc #7)

○ M.O. moved to adopt Doc. #7; B.M. seconded; the motion passed

● Adoption of Conflict of Interest Policy (BoD Doc #8)

○ M.O. moved to adopt Doc #8; M.S. seconded; the motion passed

● Adoption of Maintenance and Disposition of Records Policy (BoD Doc #9)

○ B.M. moved to adopt Doc #9; M.S. seconded; the motion passed

● Adoption of Whistleblower Policy (BoD Doc #10)


○ K.B. moved to adopt doc #10; J.F. seconded; the motion passed

● Adoption of Board Officer Duties Policy (BoD Doc #11)

○ K.B. moved to adopt doc #11; M.O. seconded; the motion passed

● Adoption of Executive Committee Policy (BoD Doc #12)

○ K.B. moved to adopt doc #12; B.M seconded; the motion passed

● Approval of Regular Monthly Board Meeting Schedule

○ B.M. moved to adopt a schedule of meeting on the second Monday of each


month and on the 3rd Monday in the case of observed holidays; M.S. seconded
the motion; after brief discussion the motion passed

Old Business

● Being the inaugural meeting there was no Old Business

New Business

● An email to be addressed to the Keystone Development Center was considered. The


contents of the message were agreed upon and K.B. was asked to send it.

Commitments Review

● Attendees restated their commitments for the period until the next meeting.
● The next meeting of the Board of Directors will be held August 13​th​, 2018

The meeting was adjourned