The Bountiful Sprout, LLC
Board of Managers
Meeting Minutes
April 25, 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 April 25, 2010

The following Managers, duly elected by the Members, attended the meeting: Heather Carter, Becky Lane, Kris Thomas, Lisa Lawrence, Alfonso Hernandez and site managers Cindy Gerber and John Watson.

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

Agenda item #1: Treasurer’s Report

Current balance is $4,733, less payments due to Edible Austin for ad, manager Cindy Gerber, and website consultant Roy.  First quarter sales totaled $11,898, and quarterly sales tax has been filed.  K-1’s have been completed for federal filing, but treasurer Lisa Lawrence recommends hiring a CPA to oversee this process next year.  She also announced her desire to resign from the position of treasurer.

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

Agenda item #2: Manager’s Report

Fredericksburg site manager John Watson updated us on the various avenues he is pursuing in his continued search for a TBS branch location in the Fredericksburg area.  He also shared with us names of prospective farmers and producers that are interested in joining once a site is located, as well as prospective members.

Wimberley manager Cindy Gerber reported that order grand totals (including sales tax and 10% fee) were $2,459 for the cycle ending 3/31, and $1,722 for the cycle ending 4/14.  Number of baskets filled is averaging about 35 per cycle.  Cindy has been spreading the word to members and producers that we are in need of a pick up site for our Fredericksburg location.  Cindy contacted Stryk Dairy again, about selling their cheeses through TBS, but has not heard back from them.  No word from Rivendell as to whether she plans to continue listing her baked goods.  Thyme & Dough was interested, but not sure if they can handle baking for us now that they are selling to the D.S. farmer’s market.  Milagro Farm in Bastrop/Lockhart has contacted us for information.  Discussion was held regarding approaching prospective vendors while at farmers’ markets, and it was agreed that it is preferable to make TBS a household name, so that farmers and producers mention it to each other, and reach out to us.  Cindy announced that she will probably be on vacation for 2 or 3 cycles in late June or all of July, and will need people to cover for her while she is away.

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

Agenda item #3: Board Member Resignations

Both Eric Gerber and Alfonso Hernandez have announced their resignations from the board.  Cindy Gerber has volunteered to spread the word on pick up days that we are looking for several new board members, including a treasurer, and would especially like to have more farmers and producers on the board.  We will call a general membership meeting and hold a vote soon as we find some interested parties.

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 4:17 PM.

Dated: April 25, 2010
Becky Lane - Secretary

THE BOUNTIFUL SPROUT, LLC
AGENDA FOR BOARD OF MANAGERS MEETING
April 25, 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
• Manager’s Report
• Board Member Resignation & Replacement

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

The following Managers, duly elected by the Members, attended the meeting: Heather Carter, Becky Lane, Larry Smith, Kris Thomas, Lisa Lawrence, and site manager Cindy Gerber.

The meeting was called to order at 2:05 PM.

Agenda item #1: Treasurer’s Report

Current balance is $4,273.  It was agreed upon that Treasurer Lisa Lawrence should purchase the TurboTax program to facilitate her bookkeeping efforts.  She consulted our insurance agent regarding the possibility of our hiring a route driver, and what that would entail.  The agent told her that it would cost $72.00 per year for us to add Hired and Non-Owned Liability coverage to our policy.  The driver’s own policy would be the primary coverage, and ours would be secondary.

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

Agenda item #2: Manager’s Report

Order subtotals were $1,752 for the cycle ending 3/03, and $1,317 for the cycle ending 3/17.  In an effort to recruit more growers and producers, John Watson has contacted T.O.F.G.A., and Cindy Gerber has checked with Local Harvest, Montessino, Ottmers, and the Arnoskys.  Producer Design Your Dine reported that their relatives, the Itz family of Fredericksburg and the people at McCall Creek Farm in Blanco, might be interested in selling through us.  Cindy also queried grower Marianne Simmons about what might hold people back from selling through us.  According to Marianne, our labeling rules and the fact that we cannot guarantee sales minimums are both concerns.  It was decided that the site managers could use their own discretion regarding labeling, if it was causing undue stress for one of our vendors and they were willing to take on the extra work themselves.

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

Agenda item #3: New Ad/Logo

So far, there has been no real response to the ad that we placed in the spring issue of Edible Austin.  Board members have mixed opinions regarding the design of the ad itself.  We will watch the number of new memberships that come in, and where they heard about TBS, to see if the ad is working for us, and will revisit the issue when it is time to place the ad again.

Agenda item #4: Fredericksburg Branch

The opening of a TBS branch in Fredericksburg has been delayed by difficulties in securing a pick-up location.  The first site, The Peach Basket, changed their minds after discovering that we sell some of the same products they sell in their store, and might be competitive with them.  Manager Tom Watson’s church felt that our Wed. pick-up day might conflict with church activities.  A coffee shop location is now being considered, but the owner has many questions and demands.

Agenda item #5: Recruiting New Producers

It was suggested that we should remind prospects that our total sales last year, our first year in business, were over $60,000, to impress upon them that we are serious in our intentions.  We should also suggest that our producers offer special deals to TBS customers who buy larger quantities, and encourage them to offer samples whenever possible.

Misc. Business

It was brought to our attention that one vendor has added TBS members to their mailing list and is contacting them directly, which is expressly forbidden in our producer guidelines.  Manager Cindy Gerber will speak with them immediately.

The Chamber of Commerce would like us to participate in their program of offering a special discount or reward to other Chamber members who shop with us.  It was suggested that we offer $10 off new memberships to Chamber members.

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

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: March 21, 2010
Becky Lane - Secretary

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