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The Roundup: Board Election 2024

A Note from Karl, Fair State’s Board President

Hello!

On behalf of the board, welcome to board candidacy exploration. As a member, you know the warmth, fun, and great beverages that Fair State brings to the table. Add that to the value the Fair State team lends to our co-op community and it makes for a great company. So, what does it mean to take your membership one step further and be an elected board member?

First and foremost, let’s talk about the elephant in the room. Fair State filed for Chapter 11 bankruptcy in February of 2024. This is a period of survival and growth for our cooperative, as has been detailed in membership communications. The current board is confident in the future success of our team. As a potential board candidate, your skillset may be directly or indirectly associated with addressing the health of our cooperative’s community and financial status as we navigate the current situation.

From a structural sense, Fair State’s board focuses on governance and guidance, with no management of the staff beyond the CEO. The board governs items like capital expenditure, supporting staff with special projects as requested, and reflecting the member perspective back to the CEO to help guide both long- and short-term strategy.

The board has worked to form four overarching pillars to guide our strategy, board meetings, discussions, and committee work: 1) financial health, 2) sustainable growth, 3) membership and engagement, and 4) impact on the community. Along with the four pillars, we’ve revisited how we function as a board and how current brewing industry topics (e.g. sexism, organization expansion, community needs) show up or don’t show up for us. We navigate these topics during every board meeting with the intent of continual progress.

When the board talks about the work at Fair State, we want to continue being industry leaders; we don’t just want to live up to our good reputation, we want to be the example of what intentional community care looks like. The board is working on all of this, along with guiding Fair State post-pandemic and through bankruptcy.

The board meets in person every other month (with a virtual option) for about three hours. In the off-meeting months, each board member meets in two required designated committees; this is about 1–3 hours per month. Prep time for meetings is often required as well as regular access to email.

Are you still curious about our work? Do the things above sound like the strategic, long-range, inclusive work you’d like to be a part of? Then please review the information, schedule, and desired skillsets below and apply!

If you have questions or curiosities about board service, flag down a board member in the taproom or send me an email. I’d be happy to chat over the phone or over a beer.

Cheers,
Karl Gilbertson
Fair State Board Chair
Member #638
[email protected]
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THE RUNDOWN
BOARD REQUIREMENTS
BOARD ELECTION SCHEDULE
DESIRED SKILLSETS
CANDIDATE ELECTION TIPS
FAQS
DIRECTORS’ CODE OF CONDUCT
BOARD ROLES
_____________________________________________________________________________________________________

THE RUNDOWN

We have three seats open this year, each of which will serve a three-year term. The board is a critical part of Fair State operations providing strategic guidance for the co-op.

Apply by May 6 at 11:59 pm.

BOARD REQUIREMENTS

  • Lifetime member of Fair State Brewing Cooperative
  • Three-year commitment
  • Signing non-disclosure agreement & disclosing conflicts of interest
  • State of MN forms for leading an alcohol-related business
  • Attendance at meetings
  • Participation in two committees
BOARD ELECTION SCHEDULE

April 28, 11 am   Board applications open (apply here!)
May 6, 11:59 pm   Board applications due
May 13   Voting opens
May 23   Voting closes, newly-elected board members are notified
May 31   Election results announced

DESIRED SKILLSETS

This year’s open spots represent directors who have excelled in nonprofit communities, an understanding of diversity, equity and inclusion work, and also a background in legal practice, including labor law. Below are some desired skills and experience that will complement the current board and make service a more rewarding and impactful endeavor.

  • Interest in moving an organization forward in structural and policy level thinking as it relates to equity, inclusion, and access;
  • Creative, emotionally-intelligent leaders;
  • Labor law and/or non-profit legal experience;
  • Nonprofit or cooperative experience;
  • Community building and organization experience;
  • Comfortability reviewing and analyzing financial statements and other business documents

Apply by May 6 at 11:59 pm.

CANDIDATE ELECTION TIPS

We know you love the beer and the people. We do too. You may get asked about these things along the way, but this year we’re asking candidates to show off both their skillsets and provide compelling answers to questions. Below are some examples to think about as you get ready to fill out the online application:

  • Can you give us a practical example of a challenge you handled well?
  • Have you managed a team really well and seen the results? Tell us about it.
  • What values do you have and how do they show up when you enter spaces of people that are alike or different from you?
  • How do you work or show up as part of a small team?
FAQS

WHAT IS THE TERM LENGTH?
Elected board members serve three-year terms.

WHAT’S THE BOARD BEEN WORKING ON?

  • A strategic plan to oversee the next few years of the organization.
  • Provide guidance to the CEO while also reviewing and advising on the health of the cooperative and the new expansion of Chill State Collective.
  • Working to understand and craft the vision of the co-op for the future.
  • Internally, the board is examining our working culture and engaging in expanded board training.
  • Partnering with leadership to navigate the Chapter 11 process.
  • WHAT’S THE BAORD WORKING ON IN THE NEXT YEAR?

  • Ensure that business decisions support the long-term vision and sustainability of the cooperative.
  • Support the CEO and hold the CEO accountable to performance objectives.
  • Work towards more inclusive board practices and exploration of overall cooperative equity policies.
  • Continue to advise leadership on pathway to sustainability.
  • WHAT DOES THE BOARD DO?
    In order to govern successfully, we:

  • Practice, protect, promote, and perpetuate a healthy democracy for our cooperative.
  • Hire, compensate, delegate responsibility to, and hold accountable a Chief Executive Officer.
  • Assign responsibility in a way that honors our commitment to empowerment and clear distinction of roles.
  • Rigorously monitor operational performance in the areas of Ends and Executive Limitations, and board performance in the areas of board process and board-management relationship.
  • Perpetuate the board’s leadership capacity using ongoing education and training, a robust recruitment, qualification, and nomination process and fair elections.
  • Perform other duties as required by the bylaws or because of limitations on CEO authority.
  • WHAT ARE BOARD MEETINGS LIKE?
    We meet in person every other month from roughly 6-9 pm (virtual option available), most often at the production facility in St. Paul, with dinner and beer provided. A packet of reading materials is provided in advance and preparation for the meeting is expected.Committees meet on their own schedules, often on the weekends.

    HOW ARE BOARD MEMBERS COMPENSATED?
    Non-management directors are entitled to:

  • Generous monthly stipend for draft beer and beer to go
  • Employee pricing for merchandise
  • One (1) bottle of each special release
  • Free admission/VIP bracelet for director plus one guest for large-scale special events hosted by Fair State
  • Employee/member pricing for Guild events, if available
  • _____________________________________________________________________________________________________

    DIRECTORS’ CODE OF CONDUCT

    We each commit ourselves to ethical, professional and lawful conduct.

    1. Every director is responsible at all times for acting in good faith, in a manner which they reasonably believe to be in the best interests of the Cooperative, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.
    2. Directors must demonstrate unconflicted loyalty to the interests of the Cooperative’s owners. This accountability supersedes any conflicting loyalty such as that to advocacy or interest groups, membership on other Boards or staffs, and the personal interest of any director acting as an individual consumer or member.

    a. There will be no self-dealing or any conduct of private business or personal services between any director and the Cooperative except as procedurally controlled to assure openness, competitive opportunity, and equal access to “inside” information.

    b. At a new director’s first board meeting, they will complete the “Conflict of Interest Disclosure” form and will verbally report to the whole board the potential conflicts. Any subsequent potential conflicts will be reported to the whole board immediately.

    c. When the Board is to decide on an issue about which a director has an unavoidable conflict of interest, that director shall abstain from the vote.

    d. Any director who is also a paid employee has the same duties and responsibilities as any other director, and has the additional duty of clearly segregating staff and Board responsibilities. Any director who is also a paid employee will resign from the Board if and when their employment ends.

    3. Directors may not attempt to exercise individual authority over the organization.

    a. When interacting with the CEO or employees, directors must carefully and openly recognize their lack of authority.

    b. When interacting with the public, the press, or other entities, directors must recognize the same limitation and the inability of any director to speak for the Board except to repeat explicitly stated Board decisions.

    4. Directors will act responsibly at Board & brewery events, especially as concerns alcohol. All Board members must meet the required government standards to serve on the Board of an alcohol-based business.
    5. Directors will respect the confidentiality appropriate to issues of a sensitive nature and must continue to honor confidentiality after leaving Board service.
    6. Directors will prepare for, attend, and participate fully in all Board meetings and trainings.
    7. Directors will support the legitimacy and authority of the Board’s decision on any matter, irrespective of the director’s personal position on the issue.
    8. Any director who does not follow the code of conduct policy can be removed from the Board by a 2/3 majority vote of the remaining Board.

    _____________________________________________________________________________________________________

    BOARD ROLES

    BOARD CHAIR
    1. The Chair (two-year, non-consecutive term) shall:

    a. Preside over Board meetings.

    b. Manage the calendar invitations for Board meetings.

    c. Set the priorities and create the agenda for Board meetings.

    d. Enforce the deadline for Board Packet submissions ten days prior to meetings.

    e. Provide the agenda and Board Packet one week prior to meetings.

    f. Lead the development, approval, and implementation of Board policies, as Chair of the Governance Committee, that help to ensure sound and compliant governance and management of the organization.

    g. Act as a liaison between the Board and the CEO to help ensure the Board’s directives and resolutions are carried out.

    h. Coordinate an annual performance review of the CEO.

    i. Plan for leadership (officer) perpetuation.

    j. Assure ongoing recruitment, development, and contributions of Board members

    k. Represent the Board to internal and external stakeholders.

    l. Exercise and perform such other powers and duties as may be from time to time prescribed by the Board.

    BOARD VICE CHAIR
    1. The Vice Chair (two-year term) shall:

    a. Assist the Chair.

    i. The Chair and the Vice Chair will determine which responsibilities and duties the Vice Chair will perform.

    ii. The Chair and Vice Chair will confirm and communicate the delineation of responsibilities and duties to the Board.

    b. Perform the duties of the Chair, in the absence of the Chair.

    BOARD TREASURER
    1. The Treasurer (one-year term) shall:

    a. Lead the Board’s process for creating and monitoring the Board’s (not the Cooperative’s) budget.

    b. Chair and convene a monthly meeting of the Audit Committee.

    c. Facilitate the Board’s understanding of the financial condition of the Cooperative.

    d. Assist the CEO with development of the financial reporting aspects of the quarterly CEO’s report in accordance with Policy B1.

    BOARD RECORDS KEEPER
    1. The Records Officer (one-year term) shall:

    a. Make sure the Board’s documents (i.e., Meeting Minutes, Voting Logs) are accurate, up to date, and appropriately maintained electronically.

    b. Prepare a redacted version of the Meeting Minutes to be shared publicly (Public Meeting Minutes).

    c. Record face-to-face Board votes and document Board votes conducted by email.

    d. Provide the Meeting Minutes and Public Meeting Meetings for the Board Packet for voting/approval.