The Bountiful Sprout, LLC
Board of Managers
Meeting Minutes
February 21, 2010

The organizational meeting of the Board of Managers of The Bountiful Sprout, LLC was held at 16933 Ranch Road 12, Wimberley, Texas 78676, on February 21, 2010

The following Managers, duly elected by the Members, attended the meeting: Heather Carter, Becky Lane, Larry Smith, Alfonso Hernandez Gonzalez, Eric Gerber, and site manager Cindy Gerber.

The meeting was called to order at 2:13 PM.

Agenda item #1: Treasurer’s Report

Current balance is $4,187.09, plus receipts from most recent order cycle, to be deposited.  This month we paid $720 for a freezer (less $65 rebate), $550 for logo and ad design, and $460 to place an ad in the spring issue of Edible Austin.  We owe payment for consultation with our attorney concerning legal issues involved with opening a second TBS site in Fredericksburg.  Treasurer Lisa Lawrence signed TBS up for on-line bill-paying, and looked into Quick Books on-line, but decided it was not exactly what we need.

A motion was made, seconded and passed to approve this report.

Agenda item #2: Manager’s Report

Sales continue to average around $1,600 and 33-36 baskets per cycle.  John Watson (prospective Fredericksburg site manager) came to observe operations on our most recent delivery/pickup day.  One of our vendors suggested a possible location for a future branch in S. Austin.  Myca Store, a producer of cosmetics who may be interested in joining, also came to check us out.  Polly’s Apothecary is dropping out of TBS because she is too busy with other things.  We may approach her about the possibility of buying her product wholesale, and selling it through TBS.  Cindy Gerber will be taking over the wholesaling of Margarita’s Tortilla products through TBS, as Sonia is also too busy dealing with larger accounts.

A motion was made, seconded and passed to approve this report.

Agenda item #3: Bookkeeping Services

Lisa Lawrence will continue to handle the sales tax accounting and producer payments for TBS.  She will be responsible for the bookkeeping for any new branches, in addition to what she has been doing on a voluntary basis up to this point, for the original site.  The individual managers of each site will be responsible for doing all reconciling and depositing of receipts on pickup day.  It was suggested that we begin paying Lisa 3% of the 18% which is collected from receipts for each TBS site, in compensation for her bookkeeping duties.

A motion was made, seconded, and passed to accept this recommendation.

Agenda item #4: Routing Person Budget Discussion

At some point, when we have more than one location, we will need to hire a routing person to drive goods from one location to another on pickup day.  For legal reasons, they must be an employee of TBS, rather than a contractor, and must be covered by a Hired Auto rider on our insurance policy.  We must also have a copy of their driving record.  They will be paid an hourly rate, and the money should come out of the Capital Contributions fund.  We will be looking into how much this insurance rider will cost.

Agenda item #5: Changes to Manager’s Contract

An updated version of the manager’s contract, as proposed by our attorney, was read and discussed.

A motion was made, seconded and passed, to accept this contract with amended corrections.

Manager’s pay percentages were discussed, and it was recommended that, due to additional duties they will be undertaking according to the new contract, new managers will start out earning 13% of the goods subtotal on a cycle’s receipts.  This amount can be renegotiated after a full year of service.  Our current site manager, Cindy Gerber, will have her percentage increased to 15%, upon signing of the new contract.  For the 2010 order cycles already completed, but for which she has not yet been compensated, her percentage will be increased from it’s previous 5% to 10%.

A motion was made, seconded and passed, to accept these recommendations.

Misc. Business

The newly updated Producer Operating Procedures document was reviewed and discussed.

A motion was made, seconded and passed, to accept this document with amended corrections.

Upon motion duly made, seconded and carried it was:
Resolved that the signing of these minutes shall constitute full consent, confirmation, ratification, adoption and approval of the holding of the above meeting, the actions hereby taken, the resolutions herein adopted and waiver of notice of the meeting by the signatories.

There being no further business before the meeting, on motion duly made, seconded and carried, the meeting was adjourned at 4:30 PM.

Dated: February 21, 2010
Becky Lane - Secretary

The Bountiful Sprout, LLC
Board of Managers
Meeting Minutes
January 17, 2010

This organizational meeting of the Board of Managers of The Bountiful Sprout, LLC was held at 16933 Ranch Road 12, Wimberley, Texas 78676, on January 17, 2010

The following Managers, duly elected by the Members, attended the meeting: Heather Carter, Larry Smith, Lisa Lawrence, Kris Thomas, Eric Gerber, Alfonzo Hernandez (arrived at around 2:40), Site Mgr. Cindy Gerber

(Due to absence of Secretary Becky Lane, minutes were taken by Eric Gerber)

The meeting was called to order at 2:15 PM.

Agenda Item #1: Treasurer/Membership Report

- Balance in account is $6577.66.
- Discussion of freezer purchase
- Lisa motions to buy a new freezer, Energy Efficient, Upright.  Motion seconded, all aye.
- Heather mentioned that she and Marc have been paying for domain hosting
- Eric motions for TBS to take over paying for domain.  Kris seconds, all aye.
- Insurance has been renewed
- Received our Food Permit from Hays County
- Paid for 3 entries in News and Views – Wimberley, Canyon Lake, Dripping
- Heather has been working with graphic designer to design ad for Edible Austin and other future  advertisements.  Budget for this should be?  Heather told her $250.  Larry suggested allotting $500 for this budget, but to find out what would be a fair price for this work first.
- Membership:
- Owner/Non-owner issue
- Roy is trying to set up where someone cannot order without a paid yearly membership – trying to make that automatic in the software.
- Decision was made to have Producers pay for their yearly membership with TBS. We realize there might be some who might not renew due to not making much money with us right now.  That’s a risk we’ll have to take.
- Kris motions to allow Emily’s membership dues to be waived because of donated shop space.  Larry seconded, all aye.
- Heather motions to get Roy to have the software automatically track membership due dates – money well spent.  Kris seconded, all aye.

A motion was made, seconded, and passed to approve this report.

Agenda item #2: Manager’s Report

- The missing chickens were found in the customer’s freezer.
- Last cycle :

– 30-40 baskets
- Kala’s and Alamo showed up on time, all labeled
- Alamo understands inventory is being scrutinized and decreased.
- Decision to not allow Alamo to list similar, non-local items on cycles where local items are not listed.
- Food Manufacturer Permit issue:
- We are being told different things by different entities, none of which
can definitively tell us what the requirements are for sure.  We will check with the State Department of Health Services again and follow their guidelines.  Seems like we will need to require that all our producers making value-added products will need to both be manufacturing their items in a licensed commercial kitchen AND have both a Food Handler’s and Food Manufacturer’s Permit.
- Heather has a concern about Producers not labeling their value-added products with FDA-approved labeling.
- We need to focus on getting more BASICS – veggies, bread, milk, cheese, eggs, etc.
- Someone needs to actively recruit Montesino Farms again.
- List of farms to contact:  Full Quiver, Tecalote, Boggy Creek, South Texas Organics     (Citrus)

A motion was made, seconded, and passed to approve this report.

Agenda item #3: Start date for Manager Percentage increase and Fredericksburg location discussion

- Treasurer will still be handling K-1’s and membership dues.
- Each location site will be responsible for reconciling invoices.
- Manager will need own bank account, Sales Tax Permit.
- Each manager will need separate account.
- Producers from other locations will need to be paid via mail (or Paypal)
- President and Manager are currently working on new Manager’s Contract
- Will send a copy to board and to Carrie (lawyer) before the next board meeting for approval.
- Heather working on new producer guidelines.
- Robert reported that the kids are playing in the creek.  He then proceeded to roll around on the floor for several minutes.
- Insurance, Electricity, Site Rent would come out of the 18% collected from producers and customers.

Agenda item #4: Delivery
- Cindy is going to take over Margarita’s Tortillas pick-up and delivery
- Kris motions to reimburse Poncho $50 per trip to Margaritas, to be paid by TBS. Heather seconded, all aye.

Upon motion duly made, seconded and carried it was:
Resolved that the signing of these minutes shall constitute full consent, confirmation, ratification, adoption and approval of the holding of the above meeting, the actions hereby taken, the resolutions herein adopted and waiver of notice of the meeting by the signatories.

There being no further business before the meeting, on motion duly made, seconded and carried, the meeting was adjourned at 3:58 PM.

Dated: January 17, 2010
Becky Lane - Secretary

THE BOUNTIFUL SPROUT, LLC
AGENDA FOR BOARD OF MANAGERS
January 17, 2010 2:00pm
16933 RR 12, just south of Jacob’s Well Rd. in the Stefanowicz Concrete Building across from Ike’s Wine Bar.
All members are welcome to attend board meetings. Anyone wishing to address the board or participate in the meeting must contact the secretary at sproutsecretary@gmail.com at least one week in advance so you can be placed on the agenda.

• Treasurer’s Report
• Membership
• Manager’s Report
• Reimbursement of delivery drivers
• Hiring a CPA
• Approval of revised manager’s duties
• Start date for increase to managers and 2nd location in Fredericksburg
• Approval of revised producer’s guidelines
• Continued discussion of local/non-local issue

The Bountiful Sprout, LLC
Board of Managers
Meeting Minutes
December 13, 2009

This organizational meeting of the Board of Managers of The Bountiful Sprout, LLC was held at 16933 Ranch Road 12, Wimberley, Texas 78676, on Dec. 13, 2009

The following Managers, duly elected by the Members, attended the meeting: Heather Carter, Larry Smith, Alfonso Hernandez Gonzalez, Kris Thomas, Eric Gerber and Becky Lane

The meeting was called to order at 2:10 PM.

Agenda Item #1: Treasurer’s Report

In the absence of Treasurer Lisa Lawrence, this report has been postponed to our next meeting.

Agenda item #2: Manager’s Report

Manager Cindy Gerber reported that: No word has been had from producer Healthy Culinary and it is assumed that she will no longer be listing with us.  Fresh chickens will be available from Richardson Farm next cycle.  Several producers who live further away are opting to list only every other cycle.  Members are now being asked to verify the contents of their baskets and sign their acceptance before leaving the facility on pick-up day.  Warning letters will be sent to any producer who is consistently failing to meet the guidelines set out for them, such as arriving with their goods past 1:00, shorting their orders, and not having goods properly sorted and labeled.  Motion was duly made, seconded and carried to accept this report.

Agenda item #3: Margarita’s Tortillas

Margarita’s has informed us that it is no longer feasible for them to split cases, sort and label, or drive into Wimberley to deliver goods to us.  They are willing to sell to us wholesale, however, if we can handle those aspects ourselves.  As an interim solution, if the owner is agreeable to it, one of the board members has volunteered to go pick up the order for the next two cycles.  After that point, he will decide whether he wishes to take on full responsibility and become an actual broker for her products.  Motion was duly made, seconded and carried to accept this proposal.

Agenda item #4: Bulk/Wholesale/Brokering Guidelines

This item was tabled for future discussion.

Agenda item #5: Restructuring/Expansion/ Managerial Responsibilities

It has been proposed that we consider launching other TBS locations throughout the Hill Country, and expanding the managers’ duties to make them better able to run their respective facilities.  We will discuss the details and work on budgeting at future meetings.  Motion was duly made, seconded and carried to accept this proposal.

Agenda Item #6: Producer Contracts

It has been suggested that we see if Roy can add a feature on our website, where producers are asked to check a box whereby they agree to abide by our producer guidelines.  That section will contain links to the guidelines for them to refer to if they have any questions about what is expected of them.  Heather will work on updating the guidelines, to better reflect our revised mission statement.

Agenda Item #7: Mission Statement Update

The Bountiful Sprout, LLC is a member owned and operated online grocery committed to making quality local food and other locally made products easily available to it’s members, while placing an emphasis on sustainability and organic practices. The Bountiful Sprout is dedicated to creating a local food economy and providing a place for producers to connect seamlessly with the community they feed.

Motion was duly made, seconded and carried to accept this statement.

Agenda Item #8: TBS Wish List

Discussion of this item has been tabled for a future meeting.

New Business:

We are looking for an enthusiastic member who is interested in joining us on the board of TBS, as Eric Gerber has expressed an interest in stepping down from his seat due to time constraints.

It was proposed that we present a $25.00 TBS certificate to John and Emily Stefanowicz, as a thank you for allowing us to use their facility as our pick-up site, and to present our manager Cindy Gerber with a holiday bonus equal to half her average invoice to TBS.  Motion was duly made, seconded and carried to accept these proposals.

The next board of managers meeting is scheduled for January 17, 2010, at 2:00 PM.

Upon motion duly made, seconded and carried it was:
Resolved that the signing of these minutes shall constitute full consent, confirmation, ratification, adoption and approval of the holding of the above meeting, the actions hereby taken, the resolutions herein adopted and waiver of notice of the meeting by the signatories.

There being no further business before the meeting, on motion duly made, seconded and carried, the meeting was adjourned at 4:25 PM.

Dated: December 13, 2009
Becky Lane - Secretary

The Bountiful Sprout, LLC
Board of Managers
Meeting Minutes
November 15, 2009

The organizational meeting of the Board of Managers of The Bountiful Sprout, LLC was held at 16933 Ranch Road 12, Wimberley, Texas 78676, on Nov. 15, 2009

The following Managers, duly elected by the Members, attended the meeting: Heather Carter, Becky Lane, Larry Smith, Kris Thomas.

The meeting was called to order at 1:13 PM.

Agenda item #1: Financial Report

Treasurer Lisa Lawrence was unable to attend, and there was no report.

Agenda item #2: Manager’s Report

Manager Cindy Gerber reported that sales each cycle are running around $2,200 - $2,500, and she is filling approximately 40 baskets.

Due to issues relating to our producer rules for packaging and labeling product, Braune Farms will no longer sell through TBS. Morning Glory Farm is trying to work out their problems with the labeling system.

Margarita’s Tortillas is looking for someone who would be willing to purchase goods from them at wholesale, divide cases, repackage, label and resell through TBS. Vendor Katherine Austin, of Healthy Culinary, has not listed the last several cycles, and we have not been able to contact her.

Me, Myself & Pie, and So. Austin People, who normally list only every other cycle, will be listing every cycle from now through the holidays.

Agenda item #3: Listing Wholesale Accounts

There has been some interest expressed in the purchase of bulk goods, such as toilet paper, etc., to be divided and resold through TBS. The board has decided that it will not be able to take on those added responsibilities at this time, but is open to the idea of other, separate entities purchasing those items in which members have expressed interest, if there is not a local producer available, and reselling them through TBS. It was agreed that we will need further discussion regarding what we will be willing to carry, and the rules regarding becoming a broker of such goods. We will also need to work on updating our producer contract. This discussion will be added to the agenda for our next meeting.

Agenda item #4: TBS Wish List

Due to time constraints, this item was tabled, and will be added to the next agenda.

Agenda item #5: Mission Statement Update

Many ideas were discussed, regarding how to adjust our original statement, to better reflect how our organization has evolved. Kris Thomas will pull these ideas together into a written statement, which will be finalized and voted upon at the next meeting.

Agenda item #6: Go Texan Report

Kris Thomas summarized her research on the Go Texan program, and reported that it would cost $25/yr. for us to join.

A motion was made, seconded, and passed in favor of TBS applying for membership.

Misc. Business

Discussion was held regarding the fact that, currently, one must pay to join as a member before applying to become a vendor. In the case that the vendor is not accepted for some reason, we feel that they should be able to get their membership fee refunded, if so desired. Kris Thomas is going to contact Roy regarding the technical aspects of this.

The next board meeting is scheduled for Dec. 13, 2009, at 2:00 PM

Upon motion duly made, seconded and carried it was:
Resolved that the signing of these minutes shall constitute full consent, confirmation, ratification, adoption and approval of the holding of the above meeting, the actions hereby taken, the resolutions herein adopted and waiver of notice of the meeting by the signatories.

There being no further business before the meeting, on motion duly made, seconded and carried, the meeting was adjourned at 3:30 PM.

Dated: Nov. 15, 2009
Becky Lane - Secretary

The Bountiful Sprout, LLC
Board of Managers
Meeting Minutes
October 18, 2009

This organizational meeting of the Board of Managers of The Bountiful Sprout, LLC was held at 16933 Ranch Road 12, Wimberley, Texas 78676, on October 18, 2009

The following Managers, duly elected by the Members, attended the meeting: Heather Carter, Larry Smith, Alfonso Hernandez Gonzalez, Kris Thomas and Lisa Lawrence.  Absent were Eric Gerber and Becky Lane

The meeting was called to order at 2:20 PM.

Agenda Item #1: Treasurer’s Report

Our account balance is $4564.20
An automatic update changed our invoices and added things we didn’t approve.
Roy is changing us back to the old invoice.
A motion was made, seconded, and passed to approve this report.

Agenda item #2: Manager’s Report

Manager Cindy Gerber was absent, and unable to report.

Agenda item #3: Advertising

It was suggested that TBS join the Wimberley Chamber of Commerce ASAP. We receive one free add in the Wimberley View with our membership, so we will use that and then decide its value before placing future ads.  The Hill Country Sun is out of our budget and more of a tourist magazine, so probably not as useful to us at this time.  We will place an article in the next available News and Views for Wimberley, Dripping Springs and Canyon Lake.  Kris will look into joining Go Texan and will report back next meeting.  Upon motion duly made, seconded and carried, the above items were passed and approved.

Agenda item #4: Future Site Possibilities

Heather met with Isaac of “Ike’s Beer and Wine Bar” (formerly Clifford’s) about the possible use of his property as our TBS pick up location.  The following considerations were discussed:

Pro…
Only $100 a month
Commercial kitchen usage for TBS to store and divide out bulk items
Air Conditioned
Location
Wheelchair ramp
Use of his extra refrigerator
Possible use for “off day” pick ups. This would be rare and not advertised
Wifi
For Isaac, it would increase his wine bottle sales and happy hour business on pick up day

Cons…
Our image being tied to a bar. Kid friendly?
Commitment to longevity
Storage space that our current site offers
Location of refrigerated items to actual pick up of items (would Cindy be set up in one room and have to run to another to gather refrigerated items?)

We will think these things over and discuss again. We will also continue to look for other future site possibilities. Keep your eyes open folks!

Agenda item #5: Mission Statement Updating

This topic has been moved to the next agenda. We will begin our brainstorming via email.

Agenda Item #6: Producer Care

Producers must arrive within the designated delivery period, with their items properly packaged and labeled, using the labels provided on our website. The number of baskets involved is steadily increasing, and when these things are not done it can cause a nightmare for everyone.  Cindy should only have to deal with filling baskets between 1 and 3, and needs all of that time to get the job done properly.  No loose produce should be delivered.  Even if a customer orders just one veggie is should be in a brown paper lunch sack (or other style package) with a label on it. If a producer is late more than twice they will be suspended for one order cycle. We understand emergencies happen and will certainly allow for those situations at Cindy’s discretion. If a producer arrives with items not packaged and labeled twice, they will not be paid until the order complies. We have had a few quality issues. Remember that members are buying from us sight unseen, and if one item looks bad we all look bad. If it’s going to turn bad tomorrow, don’t bring it. Cindy will refuse all items that aren’t up to par using her own discretion. Larry will write a letter to all producers explaining why they need to comply and how. We will offer assistance to any producer not understanding how to do it. Larry will also call any habitually noncompliant producers. We will update our producer guidelines to be more direct and to the point, print them out and hand them to producers at delivery time and update them on our site.

Agenda Item #7: Membership Renewal Flagging

Roy is working on making a “catch” to add annual capital contributions to the basket as they come due. In the meantime, Lisa and Kris will work on a list of who is due in October.

Upon motion duly made, seconded and carried it was:
Resolved that the signing of these minutes shall constitute full consent, confirmation, ratification, adoption and approval of the holding of the above meeting, the actions hereby taken, the resolutions herein adopted and waiver of notice of the meeting by the signatories.

There being no further business before the meeting, on motion duly made, seconded and carried, the meeting was adjourned at 4:01 PM.

Dated: October 18, 2009
Becky Lane - Secretary