Minutes of 2006 Board Meetings

January 24
February 9
February 24
March 22
April 20
May 18
June 15
July 20
August 17
October 16
November 16
December 18

Board of Directors / Full Board Conference Call
January 24, 2006

Brian opened the meeting at 8:00 p.m. EDT

Agenda Item #1 Approve Agenda
Discussion: Jack suggests adding the 2005 financial reports to the agenda.
Motion: Jack Second: Ann L.
Motion wording: to approve the agenda as amended (above)
Endorse: All

Agenda Item #2 Secretary's Report, Approval of Minutes
a. December 15th minutes
Discussion: about if the minutes reflected Luis' motion of Dec. 15th
Action Point:
Marina to contact Luis to confirm that his motion regarding bringing a proposal to contact the Latin American inspectors reflected the intent of his motion.
Motion: Jack Second: Ann L
Motion wording: To approve the minutes as amended (file and footer date change) and confirmation of Luis' last meeting motion intent.
Endorse: All

b. December 20 meeting minutes
Motion: Garry Second: Jack
Motion wording: to accept the minutes as circulated.
Endorse: All
Action Point:
Marina to email BOD both the Dec 15th & 20th final draft minutes.

Agenda Item #3 Treasurer's Report
a. 2006 draft Budget
Jack circulated the draft 2006 budget to the BOD prior to the meeting via e-mail. He said he plans to present a balanced budget at the AGM.
He recommended that $13,500 not be entered into the budget as an income line item.
Motion: Jack Second: Ann Lameka
Motion wording: to accept the proposed 2006 Budget as circulated.
Endorse: All

Action Points:
Jack will revise the Budget and circulate it to the BOD within a few days.
The final review of the 2006 budget will take place during the Feb. 20 pre-AGM meeting.

b. Office Rent
Margaret reported that due to circumstances beyond IOIA's control the IOIA office rent and utilities could increase by $3,700 per year. She noted that IOIA has been fortunate in the past to have the office space at such a reasonable rate. The BOD discussed whether IOIA should rent part of the space offered ($150 or $200 /month plus utilities) or the entire building ($300 per month plus utilities) and sublet some of the space. The BOD also looked at the possibility of having a side business, trying to find a different space in Broadus, or purchasing a building and pay on a mortgage rather than pay monthly rent. Margaret said she paid $400 per month for February and March to hold the building until the BOD makes a final decision.

Action Points:
Margaret will continue to explore office space options in Broadus.

c. 2005 Financial Statement
Jack circulated the 2005 Financial Statement prior to the BOD meeting. He noted that the RMA project was profitable for IOIA and complimented Margaret on a job well done.

Action Points:
Margaret will ask the accountant about how to best show the $13,500 carryover from 2005 in the 2006 Budget.

Agenda Item #4 BOD Retreat - Follow up
a. Action Items (from the Retreat)
There was no outline available for the retreat Action Items. Prior to the meeting Brian circulated by e-mail his findings about inspector bonding. He said we need to know if there is a statue in place in the NOP wherein inspectors could be held responsible for misdeeds.

b. Summary Report
Discussion: The BOD brainstormed how best to summarize the four major items agreed upon at the retreat: The BOD needs to reduce the 28 page retreat notes to 4 pages, then to 1 page by Feb 24.
Action Points:
Margaret will reduce the rough retreat notes to one half by Tuesday then forward to BOD (Garry will assist).
Ann B will take Margaret's version and make a 4-page summary for the AGM and circulate it by February 5th.

c. Presentation to Members, AGM Membership Discussions
Discussion: It was suggested that a ten power point slide presentation along with a one-page hand-out at the AGM would be the best way to present the results of the BOD Strategic Planning retreat in Santa Cruz.

The BOD agreed that the AGM membership discussions should include the major topics from the BOD retreat.

Agenda Item #5 2006 AGM
a. Pre-AGM BOD meeting
Discussion: The pre-AGM meeting will take place on Feb 20 from 9:00 a.m. to 3:00 p.m. at the Courtyard by Marriott Hotel.
The BOD acknowledges that the meeting will be a time to work on the retreat summary and presentation, as well as the financial and annual reports so they will ready for the AGM.
Margaret told the BOD that Lisa would like to do a half hour presentation on training. The BOD would like a summary of her presentation first to be presented at the pre-AGM meeting. Her presentation should be only 10-15 minutes long.

Action Points:
Margaret will invite the BOD candidates to attend.
Ann and Marina to do summary of last year minutes.
Margaret will confirm that Lisa will manage the election (need committee of three to count the ballots (Maria DeVincenzio, Emily Rosen Brown). IOIA pays the ballot counters.
Margaret will ask Lisa to do a summary of her AGM presentation to be presented at the pre-AGM BOD meeting.

b. Post AGM Meeting
Decision: The post AGM meeting is to take place on Feb 24. After the AGM the BOD will meet briefly to decide when and where the Post AGM BOD meeting will be.

c. Brief discussion of potential 2007 AGM location
Margaret suggests the BOD consider Chico Hot Springs in Montana or somewhere in Arizona or New Mexico.

Agenda Item #6 Curriculum Contract
Prior to the meeting Margaret sent the BOD information comparing 'in house versus outsourcing' a contract for the redesign of the IOIA Inspector Training Curriculum.
Discussion: The BOD discussed the advantages and disadvantages the scenarios.
Decision: To write a contract between Lisa Pierce and the BOD for a contract to redesign the Basic Crop Curriculum.

Action Point:
Jack, Garry and Margaret will write a $12,000 contract for redesigning the Basic Crop Curriculum.

Agenda Item #7 ED Evaluation
Garry and Jack completed the Executive Director evaluation. Garry emailed two completed ED evaluation documents to the BOD prior to the meeting. Jack and Garry noted that there were no major discrepancies between their evaluation and the ED's self-evaluation.
The BOD thanked Jack and Garry for the work and applauded Margaret for her high scores in every area of her evaluation.

Agenda Item # 8 Canadian issues
a. Canadian entity-extra-provincial office
Margaret said that some of the information in the application that was submitted to the Province of BC was incorrect or incomplete and she is resubmitting it as requested by the Province.

A new training committee has been struck by the Organic Regulatory Committee. It is chaired by Janine, members include Lisa and Monique and other non-IOIA members.

Agenda Item # 9 ED Report
a. Scholarship Committee Recommendation
The Scholarship Committee recommended that only one (OCA) Organic Community Initiative Scholarship be awarded, which would be increased to $1000 to include some travel expenses in addition to tuition.

Highlights of the ED Report

• Margaret purchased a Dell 80 GB with a wide flat screen monitor and CD burner for the IOIA office. The new IOIA computer system cost $104 over budget because Margaret invested in a 100GB portable hard drive system. Other office purchases included a workstation and a table for Judy and a more ergonomic desk for herself.
  
• Judy has been working almost full time since the first of January, mostly on the Membership Directory.
  
• The liability insurance for 2006 was paid out of last year's budget and cost us $250 less because IOIA are now members of the Montana Non-profit Association.
  
• Garry, Jack and Margaret are still working on the curriculum development contract and hope to have it in place prior to the upcoming BOD meeting.
  
• The AGM is scheduled for February 23, in the LaCrosse Center. Patti Bursten Deutsch is doing a great job with the organizing of the Advanced Training. BOD members will be staying at the Courtyard by Marriott; there is a free shuttle from the airport to the hotel.
  
• Leanne McCormick is spearheading the IOIA presence at the Guelph Organic Conference on behalf of the Canadian Committee. Garry made some inquiries and approved the mailing of checks to the Canadian Committee Co-Chair, Janine Gibson ($200) for her to attend the Guelph meeting and Paddy Doherty ($300) of the Organic Regulatory Committee, a cross sector organic industry committee.
  
• Margaret will speak on Organic Livestock Standards and Certification at the Stockman Grass Farmer's Organic Grass-finished Production School in Denver on February 3 & 4.
  
• 2006 IOIA Managed Trainings Plan to date:
  o Indiana-expenses have been paid and end profit may be in the $12,000 range
  o Wisconsin-advanced Training is full and should net $6000; ISO training will run about break even with 10 people; 12 are registered for Train the Trainer.
  o Jamaica-is changing into a cosponsor-managed training and so will be under Lisa's supervision
  o New York-is on hold, Margaret is concerned that if IOIA does not offer an IOIA-managed training in the first half of the year, it might create a US-based co-sponsor -managed trainings and those are usually not as profitable to IOIA.
  o Dairy Marketing Services in NY-still tentative. Garry has agreed to do be a Trainer for this workshop if it develops.
  o San Diego-tentative date is early November
  o Colorado State Dept of Ag Advanced Training: In-house three day training for about a dozen experienced inspectors, in March in Denver.

Adjournment
The Chair adjourned the meeting at 10:30 p.m. EDT.
Respectfully Submitted by IOIA Secretary, Marina Buchan

Board of Directors / Full Board Conference Call
February 9, 2006
9:50 p.m. Eastern Standard Time
Brian opened the meeting at 9:50 p.m. EDT

Agenda Item #1 Curriculum Development Contract
Prior to this BOD meeting there was a BOD phone conference call for the purpose of gathering clarity on the International Training Manager Position and Curriculum Development. Lisa Pierce was present for a segment of this phone call and later Margaret was present for a segment. The BOD realized that it needed more clarity on what outcomes are expected and what would be a realistic timeframe for redesigning the various components of the inspector training curriculum program.
Motion: Marina Second: Ann Baier
Motion Wording: that Garry and Margaret will work on creating the contract for the Curriculum Development project.
Endorse: All

Action Point: Garry and Margaret will report back to the BOD on this prior to the AGM.

Adjournment
Brian adjourned the meeting at 9:53 p.m.

First Board of Directors Meeting post 2006 AGM - People's Food Co-op, LaCrosse, Wisconsin
9:00 a.m. Central Time Feb 24, 2006

Board and Staff Members Present: Luis Brenes, Marina Buchan, Ann Lameka, Garry Lean, Gene Prochaska, Maarten Samsom, John Trinterud -1st Alternate, Brian Magaro, and Margaret Scoles (staff)

1. Call to Order
The BOD asks Brian to facilitate the meeting. He agreed and called the meeting to order at 9:00 a.m.

2. Agenda
There was no set agenda. The BOD proceeded to discuss activities of 2005 & 06 priorities. Garry circulated an 8 page document entitled, "IOIA briefing notes live agenda/priorities" in which he summarized 2003, 2004 & 2005 emails on BOD issues, activities and intentions. Margaret keeps the live agenda items on her computer and puts them on the BOD meeting agendas.
Stanley (along with Rick) popped in to say, "Goodbye" to the BOD.

3. Luis presented 2 major areas decided in 2005 to be carried to 2006 as priorities:

• Need better inspectors / certification personnel
• By Upgrading curriculum, begin reconstruct old, community helping, continuous education-to guarantee members through IOIA to be better inspectors, making IOIA indispensable
  
• Need to promote consistency in the inspection / certification
  
• Inspector accreditation standard, establishment advisory committee, develop organic inspection guide (QS Australia), promote value of being IOIA inspector, can train reviewers, certifiers, farmers, in house training
  
• The final perk - IOIA will have an inspector accreditation program
  Begin with the end in mind; dream what the 2007 annual report will look like.
  We as the IOIA BOD lead the IOIA as per the Mission Statement. The BOD will present an Annual Report as per the Mission Statement about what we did plus the financial report and staff reports. What do we want in the 2007 AGM Annual Report? This is the BOD's Homework

Action Points:
1. Brian to send Margaret and Chair his collection of previous BOD priorities
2. Garry will email BOD a pdf version of the Australia 'Certification Criteria for Organic Auditors'
3. The new members of the BOD will read 2005 minutes
4. The entire BOD to read the live agenda / priorities circulated by Garry.
5. Luis will send his power point and his retreat planning report and the annual report to the BOD members
6. Margaret will send her ED report she presented at the AGM
7. Marina will send the 2005 minutes to new BOD members.
8. The BOD will dream what the AGM Annual Report will look like.
9. Marina and Margaret will figure out how we will track the action points, (possibly stay on after the BOD meeting to clarify the AP)
10. All BOD emails to begin with "BOD"

4. Staff
Margaret was requested to leave the room and does so for the 'staff' discussion. BOD gives background on current development, details of contracts, history of training manager and ITM positions.

Action Point:
11.The BOD to obtain the ITM contract for clarification.

5. Determine BOD Executives

• Chair: Luis agreed to be the IOIA Chair, he said that this will be last year and he wants to help push the car.
  
• Vice Chair: Garry agreed that he would be the Vice Chair so long as it is understand he does not have to be the Chair next year.
  
• Secretary: Marina agreed
  
• Treasurer: Gene agreed to be the Treasurer
  
• Exec Committee Member at Large: Maarten agreed
  
• BOD: Ann L
  
• BOD: Ann B
  
• 1st Alternate to the BOD: John said he will help Gene with Treasurer
  
• 2nd Alternate: Maheswar Ghimire

6. Special Past Chair
The BOD had previously discussed having Brian serving as Special Past Chair. Brian said that he was flattered, but he declined because he felt that the level of expertise on the BOD is in place. He would like to continue to working on his accreditation and fundraising projects. He said that his phone number is available to the BOD as needed.

7. Brian turns the meeting Chair over to Luis
Luis said he would like the teamwork attitude to continue and he feels is not the best person to represent the IOIA in North America and Canada; He asked that the BOD please suggest appropriate procedures. He said he might not always be available due to travel to areas where there is no phone service. He will rely on the VC to chair meetings in those cases.

Break for lunch

Action Points:
12. Margaret to dialogue with Lidia about having the 2008 AGM in Panajachel or Antigua, Guatemala along with Trainings. It was suggested that BOD learn some Spanish.
13. Maarten will work with Margaret to research 2007 AGM possibilities and bring back info March 22 BOD meeting. The BOD to make the AGM location decision by the April BOD meeting.

8. Lisa's presentation

• Lisa discussed the ITM job history, her responsibilities and status of tools: standardized procedures (incomplete), standardized curriculum, and course delivery. She has a log of what needs to be changed. She keeps the Trainer Directory, trainers' file with the resumes and annual evaluations. She said that there are usually 8 co-sponsored trainings per year and 25 IOIA Trainers worldwide. She said her goals are the revision of the Trainer Manual, the Co-sponsor Manual and the ITM Manual. She discussed the possibility of translating the manuals.
  
• Train the Trainer Training. Lisa said that the goals for the first Train the Trainer training was to explore participatory activities, lesson plans, and trainer procedures. Responding to questions from the BOD she gave her impressions of the first training. Some trainers have been doing training for a long time. She encountered problems when they tried to incorporate the trainer procedures into the Train the Trainer course. There was not enough time and she would deliver it separately in the future. Ten of the 25 trainers were in attendance. She said IOIA might not have another Train the Trainer session in the US but might have them elsewhere. Taking the Train the Trainer training is now mandatory if you want to be an IOIA trainer.

The BOD thanked Lisa for her time and her presentation.

9. Scheduling and Structure of BOD Meetings
There was discussion of how the BOD has been working in the past year. Consensus takes longer but it is better to hear from every person; one needs to remember to give up ownership of ones idea when it goes to the centre; good idea if everyone takes some notes. The Action Points need to be listed and BOD members reminded. The BOD needs to do their Action Points homework and report back.
The BOD agreed to the following:

• Meet on the 3rd Thursday of the month at 9:00 p.m. Eastern Time. On April 2 when Daylight Savings time changes the meeting time will change to 9:00 p.m. Central Time.
  
• Wednesday March 22, April Thursday 20, Thursday May 18, Thursday June 15, Thursday July 20, Thursday August 17.
  
• Meetings will be 2 hours in length
  
• Financial report to be given after each quarter
  
• Begin the meeting with the Big Issues first
  
• A special ED quarterly report of less than 10 things so the BOD can focus on strategic stuff
  
• Decision making process by will be by consensus
  
• Action Points to be posted to members by e-mail
  
• Margaret will manage the conference calls
  
• Ann L will remind BOD members when Daylight Savings Time occurs.
  
• The Chair and Margaret will have agenda 1 week in advance of meeting, (live agenda)
  
• Secretary to forward minutes to the ED and chair for editing prior to the next meeting

10. Review Budget
Margaret led the BOD in a discussion about the 2006 budget, membership dues and donations. She said that most BOD members don't turn in receipts for reimbursements, but it would be good to know what the actual expenses are, so BOD members should turn in receipts even if they don't want reimbursement. She pointed out that sometimes she works on proposal (grant) writing occurs in one year, but the money does not come in for up to three years later. There may be an opportunity to a second phase as a follow up to the RMA project in the Deep South of the US. The BOD travel expense item in the budget (of $5,000) is already spent. So if we plan to meet again we will need to raise the funds. In 2005 IOIA gave two community initiative scholarships but they may choose to give only one in 06.

Motion by: Luis Second: Maarten
Motion: That Gene, Margaret and John will report at the next meeting on how IOIA will achieve donations and grant income listed in the budget.
Endorse: all

Motion: Marina 2nd Ann Lameka
To move the $2000 in 'training expense' to 'training expense other'
Endorse: all

11. ED Report
Margaret reported on the Extra Provincial Society registration for IOIA in British Columbia Canada. Luis will sign the revised forms. Margaret will hold document until BOD makes final decision on location. Margaret said that IOIA needs a new brochure for fundraising purposes. She would like to hire someone to do a simple brochure telling why IOIA deserves a prospective donor's support. She has a 1 page $1500 proposal from a contractor.
Decision: Brochure item goes to the live agenda; the BOD needs to create the content via email discussion.

12. Outrageous Statement
Luis said that the Outrageous Statement Award from the Advanced Training will not be published in the newsletter; Luis said he asked Margaret not to email it or publish it.

13. Major items that we will do is curriculum development / staff & professionalism
1. Curriculum
Curriculum contract $13,500 and assigned to contractors in the new format of 4.5 days, for Basic Crops training and facilitators guide. Possibly better to do it in house. Design workshops for new audience: reviewers or new processors advertise in organic processing magazines, non-North American community grower groups (their internal auditors-for organic integrity and consistency & community development).

2. Better inspectors

• The BOD discussed other training delivery options; try to use web as a tool.
  
• Shareware concept; ask members to share knowledge in a fact sheet, lessons learned or specific standard production flow with organic control points. IOIA is not responsible to verify the information or copyright, but could contact the author to update the version.
  
• Need a wish list in the newsletter to help with above project.

Action Points:
14. Garry will forward contract information and agenda for the 4.5 day Basic Crops training
15. Ann L will do a wish list for the newsletter so members have opportunity to respond and participate in IOIA
16. Luis will request Drew do a template for the web fact sheets
17. Each BOD member will choose three topics by next meeting for web library
18. John will discuss potential reviewer workshop
19. John will liaise with Brian on fundraising and accreditation.

3. Finance / Raising Funds

• Lifetime Membership as 5 or 10-year membership, gold or silver, fire sale, age advantage, be careful not to spend the fire sale funds because we may spend it all and still need more money to run the office. Inspector Membership typically remains at about 200, need to increase membership. Why is IOIA still the premier trainer but the trainees do not become members? The major reason to upgrade curriculum is because we are honest, we know we need to be better trained. How to make co-sponsor managed training profitable. TIMING

Action Point:
20. Each BOD member to mentor an item (baby chick) that we want to keep alive this year.

14. Things we did not get to:
1) Vote count issue: must we reveal total votes or votes per nominee, 2) BOD Liaisons

15. Adjournment
Luis adjourns the meeting at 5:10 p.m. Central Time

Board of Directors / Full Board Conference Call, Date: March 22, 2006
Time: 9:00 p.m. Eastern Standard Time

Board and Staff Members Present: Ann Baier, Luis Brenes, Marina Buchan, Garry Lean, Ann Lameka, Gene Prochaska, Maarten Samson, John Trinterud 1st Alternate and Margaret Scoles (staff)

Agenda Item 1. Number of BOD members present, 7, quorum present

Agenda Item 2. Approve Agenda
Motion: Ann Baier; Maarten Second
Motion: To accept the agenda as approved
Endorse: All

Agenda Item #3. Secretary's Report
Approve Minutes of February 24
Motion: Maarten; Gene Second
Motion: to approve minutes as amended.
Endorse: All

Agenda Item # 4. Approve Agenda of Feb. 14, Review Action Points

Discussion:

• 2007 AGM: No recommendation as yet. Maarten has serious doubt that San Diego is right for the IOIA AGM. Maarten will discuss further with Margaret. Make sure we don't have the AGM same day as CCOF AGM.
• 2008 AGM: brief discussion of the possibility of having the AGM in Guatemala.
• Budget Review: There was a brief discussion about the Budget and the 1st quarter; there was no new information to report. The Treasurer will address the budget quarterly, along with the quarterly financial statements. There was discussion about the possibility of an in person BOD meeting / retreat even if not all members could be present. The BOD agreed to discuss this after the 1st financial report in April.
• Fact sheets: Maarten reported that there has been some work started on the templates and that we need to set more realistic timelines for completion of the first set of Fact Sheets. The hope is to have at least 20 Fact Sheets by the end of the year. Luis asks that each BOD member commit to doing at least one Fact Sheet.
• CCOF Reviewers' Workshop: John reported that Brian McElvoy is interested in a 2007 Reviewer's Workshop. The first Reviewers Workshop needs to be a high impact event and it is an opportunity that the BOD should keep in mind.

Action Points:

• Luis will contact Lidia re the potential 2008 AGM in Guatemala
• Maarten and Margaret will continue to research 2007 AGM
• Maarten will continue to work on the Fact Sheet project
• BOD members to pass topics that they will write to Maarten
• Gene and Margaret need to do a 2006 budget report when the quarterly financial report is presented in April

Agenda Item # 5. AGM follow-up
a. Vote finals
Discussion: There was discussion regarding the interpretation of the word 'totals,' in the bylaws as in total votes cast OR total votes per candidate.

• the bylaws do not prohibit publishing the totals
• Are we following the 'most' possible interpretation?
• Publishing versus Announcing
• Announcing is not against the bylaws
• we are not at risk if we publish/announce
• Some don't see the need to publish/announce
• the correct word is "announce," not publish.
• the BOD could decide to announce the votes per candidate at the AGM.
• some members are uncomfortable with announcing the votes per candidate at past AGM
• the past BOD did not think it should be announced at the AGM
• the BOD could announce the votes per candidate in the newsletter.
• need to clarify the issues at the next AGM. We must always follow the bylaws.

Motion: Maarten; Gene: Second
Motion: that the vote totals per nominee be included in the AGM minutes.
Endorse: Maarten, Gene, Marina
Stand aside: Garry, Ann L, Ann B
Opposed: none
Motion Passes

b. There was a brief discussion about posting the draft AGM minutes on the IOIA website as previously agreed upon by the BOD.

c. OTA Response: The IOIA response is an uncompleted action point that should not wait until next AGM.

Action Points:
" Marina to enter vote totals per candidate in the 2006 AGM minutes
" Luis will contact Brian and finish the response to IOIA members regarding the OTA response to the IOIA letter. The message is to be sent to the OTA President about the response for his review but not for editing.

Agenda Item # 6. Raising Funds
Discussion: Gene circulated ideas regarding raising funds prior to the BOD meeting. He said that there were few internal opportunities and greater external opportunities. The membership is 225-230. The number of supporting members is increasing; these members are mostly basic new Basic Training trainees who come and go, especially if they become Inspectors. The number of Inspector members is fairly static. It was noted that IOIA should be careful to be perceived as independent and not accept funds from those where IOIA might be seen as in a conflict. Donors often want publicity, in this case it is easier to fall into a perception of conflict of interest; better if they donate to a specific project. Go with great caution, research what organizations are neutral: environmental groups, private, retailer 1% days, lifetime membership option, sell students IOIA memberships at trainings. IOIA needs a gift acceptance policy. IOIA will gain more support from certifiers as the IOIA has a website that they cannot live without. Latin American organizations have money to translate Fact Sheets; but IOIA needs to have sample Fact Sheets ready to present to funders to prove IOIA can do the work.

Action Points:
" Margaret will send the fundraising CD to John
" Gene will pursue the Lifetime Membership Fundraiser and bring back details to the next meeting
" Gene to send Brian a copy of the Fund Raising Discussion Paper

Agenda Item # 7. IOIA staffing
Discussion: Margaret presented some ideas about staffing structure and roles. She is exploring how best to fit staff into various positions. There was discussion on the various roles of Business Manager, ED, ITM, and Regional Training Offices in Japan, Latin America and Canada.

The BOD reviewed the ITM report and discussed ITM contract details. The BOD acknowledged the need to clarify job description for the next contract.

Action Points:
" Margaret to contact the ITM to notify her that the BOD has reviewed the March 19 ITM report and thank her for it. Also she is to explain that the BOD clarified that the ITM contract is with Lisa as an individual, not being fulfilled by Unlearning Unlimited as indicated in her report. Lisa is the only person that should communicate with co-sponsors and trainers. The ITM is free to acquire administrative support from her business partner(s).

Agenda Item # 8. Canadian entity extra-provincial office and representative.
Discussion: The BOD discussed the importance of having a Canadian address.

Motion: Garry ; Maarten Second
Motion: that the BOD continue with the application to register IOA as an extra provincial society with the Denman Island address.
Endorse: Garry, Ann L, Maarten
Opposing: None
Stand aside: Marina and Gene

Action Points:
" Margaret to proceed with the application to register IOIA as an extra provincial society with the Denman Island address

Agenda Item # 9. IOIA Advisory Board
Discussion: there was brief discussion about the importance of organizing the Advisory Board to assist with raising funds.

Agenda Item # 10. Curriculum Contract
Discussion: Garry had circulated information about the Curriculum Project to the BOD prior to the meeting.

Action Points:
" Ann B to work with Garry and Margaret on the Curriculum Project between now and next meeting
" All BOD members respond to Garry's emails regarding Curriculum Project (IOIA Basic Farm Course and the IOIA Curriculum Development)

Agenda Item # 11. ED Report
Margaret circulated her ED report prior to the meeting.

Agenda Item # 12. Committee Liaisons
Discussion: postponed until next meeting

Agenda Item # 13. Others-None

Agenda Item # 14. Adjournment
The Chair adjourned the meeting at 11:52 p.m. EDT.

Board of Directors / Full Board Conference Call, Date April 20, 2006
Time: 9:00 p.m. Eastern Standard Time

Agenda Item #1. Number of BOD members present: 7. There was a quorum present.

Discussion regarding Board meeting process and protocols:
" informally meet before the opening of the BOD meetings with minutes, to encourage open discussions or less detail in the minutes
" agenda with spaces for Board members notes
" encourage 'disagreement' so all can hear different perspectives
" executive meeting prior to the full Board meeting
" most important items should be first on the agenda
" voting - the BOD has tried to work by consensus, the chair only votes in case of a tie, before the vote or 'question is called' we need to ask everyone's opinion-all BOD members to be diligent in expressing and encouraging opinions and questions
" the need for a common understanding of terms: stand aside and abstain from voting means I don't have enough information or I can live with it, consensus is similar to unity
" Luis will NOT be following Robert's Rules, but will be continuing to use a consensus model, which can be time consuming; we need patience but usually the best outcome for decisions and decision makers

Action Points:
" To confirm if all meetings are official BOD meeting with official minutes-Margaret

Agenda Item #2. Approve current Agenda
Decision: to add the meeting protocol discussion prior to the meeting

Agenda Item #3. Secretary's Report
a. Approve Minutes of March 22
Maarten Motioned and Gene Second
Motion: to accept the March 22, 2006 minutes as circulated with 2 changes
Endorse: All

Agenda Item # 4. Treasurer's report
a. first quarter Financial Reports
Discussion: Gene circulated the first Quarter Financial report prior to the meeting. He reported that IOIA is basically on track with the proposed budget for this quarter. Thanks to Gene and Margaret for the report.
Maarten Moved and Ann L. Second
Motion: to accept Gene's report as circulated.
Endorse: All

Action Points:
" Margaret will continue with IRS and to seek a workable incorporation solution.
" Gene will assist Margaret and lead the Executive Committee (Luis, Marina, Maarten & Garry and Margaret) in a discussion / decision regarding the IOIA incorporation solution.

b. Lifetime Membership
Discussion: Gene presented a brief progress report.

Agenda Item #5. Curriculum Project, Summary of BOD Responses
Discussion: Garry and Margaret circulated an outline for the Guidebook and Crop Course.
A progress report was given by Garry and Ann B. Margaret will direct the project and may or may not have the Crop Course ready for the fall with the budget of $12,000. It is important to have 'skeleton' or backbone of the course prepared well and the lesson plans can be polished later. The Curriculum Advisory Committee of 4-5 people has not been struck yet.

Maarten Motioned, Marina Second
Motion: to approve the curriculum proposal as presented by Margaret
Endorse: All

Action Points:
" Margaret will send the BOD a draft Inspection Guide and the Farm Course outline for BOD feedback.
" BOD to suggest members for the Curriculum Advisory Committee.
" BOD to read and respond to the draft Inspections Guide and the Farm Course outline that Margaret will send.

Agenda Item #6. IOIA Advisory Board
Discussion: The Advisory Board is to be a group of resourceful people to assist IOIA. The IOIA Advisory Board needs professionals outside the inspector community; a network of people with a Bigger View working on different levels who will help IOIA remain relevant and viable. The BOD has a list of possible members from the Santa Cruz retreat. How do we involve certifiers, consumers, visionaries, grant writers. IOIA must maintain its 'independence.'
Decision: include this item on the Live Agenda

Agenda Item #7. ED Report
Margaret circulated her written report prior to the meeting.
Highlights included:

• All Things Organic (ATO), Chicago, May 7-9, 2006, IOIA has a complementary booth and 5 badges, thanks to OTA
• IOIA-Managed Trainings Completed: Wisconsin Advanced: 32 persons, Wisconsin ISO 9001:2000 Lead Auditor: 9 persons, Colorado Dept of Ag (in-house) Advanced: 12 persons, New York Organic Dairy Inspection Workshop (in-house): 1.5 days, 15 persons
• IOIA-Managed Trainings in Progress: IOIA/NOFA-NY Farm, Livestock, and Processing courses, Sept. 20-28, IOIA/QAI Farm and Processing courses, running concurrently, Nov. 6-10, IOIA and OEFFA will likely cosponsor the Midwestern US spring 2007 training, CCOF Reviewer Training for Livestock: no workshop length, date, etc are not yet confirmed, IOIA is considering participating in an OCIA Inspector Workshop in November. No details yet.
• IOIA has been approached by the landlord to make an offer on the office building. We will likely need to purchase or move within the next few months.
• 2007 AGM: Date and Location have been set. Sunday, March 4, Best Western in Encinitas, California. Website www.bwencinitas.com A huge thank-you to Maarten for his work in finding this venue!
• 2nd In-person BOD retreat for 2006: Although funding is not available at this time, BOD members are requested to consider the following dates to for an in-person meeting should funds become available.
  1st choice: Friday, October 20-Sunday Oct. 22
  2nd choice: Friday, Nov. 10- Sunday Nov. 12
  • Committees:
• Membership Committee: David Dahmen resigns as Membership Committee Chair. The Membership Committee has two critical roles:
  1. Membership Review of any problematic membership applications. These are rare (about one per year) and,
  2. Nominations Committee which is mostly active in the latter quarter of the year.
• Committee Liaisons: Committee Liaisons need to be re-confirmed and activated. Those that are set by Bylaws or needing action are in bold font.
  Discussion: There was discussion regarding buying an office building versus renting office space and storefront ideas.
  Maarten circulated a fundraising proposal for a capital project for the purchase of an IOIA office building. There was considerable discussion regarding the proposal. The idea is to provide a safe space for the IOIA office. The BOD discussed the numerous aspects of the proposal.
  Decision: there was no consensus

Action Points:
" Gene to assist Margaret in gathering details about the possibilities of new IOIA office space and he will provide details to the BOD.
" Margaret will inquire about the price of the building that currently houses the IOIA office in Broadus and details of renting other office space in the area.
" Gene, Maarten and John will gather more information on the implications of Maarten's capital fundraising idea.

Agenda Item # 8. ATO Chicago
Discussion: regarding BOD, volunteer and Staff member participation compensation.
Marina Motioned and Ann L Second
Motion: Margaret will allocate up to $1,000 to assist George Danner, Maarten, and Garry to attend ATO and staff the IOIA booth.
Endorse: All

Agenda Item # 9. Committees
Membership Committee Chair resignation
Committee Liaisons

Action Points:
" BOD members to consider volunteering to take on the Liaison Committee chair / liaison position

Agenda Item # 10. Review some Action Items
" 2008 AGM: confirmed in Guatemala, Lidia to summarize details for the BOD
" 2007 AGM location: confirmed March 4, Encinitas, California
" 2006 Budget report: on track
" Fact sheets: slowly moving ahead
" Vote Totals in AGM minutes: to be completed as soon as possible
" Canadian registration of IOIA: temporarily on hold

Agenda Item # 11. Others items
2nd in-person BOD meeting in 2006.
We will know in August if the budget will allow a 2nd in person BOD meeting.

Action Points:
" All BOD members to block off the 2 dates (which dates) for a possible in person BOD meeting

Agenda Item # 12. Adjournment

The Chair adjourned the meeting at 11:20 p.m. EDT.

Board of Directors / Full Board Conference Call, May 18, 2006
9:00 PM Eastern Daylight Time

Agenda Item #1. Number of BOD members present
The Chair, Luis Brenes, opened the meeting with six members present; more than quorum.

Agenda Item #2. Approve Agenda
The agenda was approved as above.
Endorse: All

Agenda Item #3. Secretary's Report
a. Approve Minutes of April 20
Discussion: to leave the committee table in or not.
Decision: to accept the minutes as circulated with one change, removal of the committee chart
Endorse: All
Finish 9:14

Agenda Item # 4. ATO Chicago
Maarten and Garry reported the ATO did not seem as vibrant as in past years. Contact information for attendees who were interested in IOIA's activities was sent to Margaret for her to follow up.
The BOD thanks George Danner for setting up the IOIA display booth, and thanks to George Danner, Rob Durst and Jennifer Clifford, Maarten Samson and Garry Lean for staffing the booth.
Finish 9:26

Agenda Item #5. Building Committee Report
Discussion: Gene circulated the ad hoc Building Committee's report prior to the meeting. The building that IOIA occupies is for sale. Gene said the ad hoc committee analyzed the situation primarily from an economic standpoint and could not justify buying the building based on available information. The Committee assessed the current situation, then recommended that IOIA continue to rent office space as available in Broadus and to not buy the building. IOIA has no lease on current building.
Decision: Not to buy the building based on the Committee's recommendation.
Motioned: Ann L. Second: Ann B.
Motion: that the BOD follow the recommendation of the Building Committee to not buy the building.
Endorse: All
Finish 9:49
Action Points: " Margaret to contact owner to let him know that IOIA will not buy the building

Agenda Item #6. IOIA Advisory
Garry gave an oral summary for the BOD meeting regarding the formation of an IOIA Advisory Panel and provided additional information in writing after the meeting for the minutes.

IOIA Advisory Board (Committee)(Panel) - The Panel, to avoid confusion in the following information, provides broadly based, unbiased and technically expert advice to the IOIA Board of Directors.

The responsibilities of the Panel include:

• providing broad strategic advice on the overall activities of the IOIA
• reviewing and advising on emerging trends, challenges and opportunities in the organic industry on international context
• providing advice on strategic partnerships and linkages

The members of the panel are individuals external to IOIA membership. They are appointed by the IOIA BOD and serve as advisors in their personal and professional capacities. The role of the Board is entirely advisory in nature. Panel members serve as individuals on the basis of their expertise. They should neither request nor receive instruction from any person or organization external to the Panel.

The following criteria are used to identify potential panel members:

• Expertise, knowledge, and experience
• Availability and willingness to serve
• Impartiality

In addition, the overall composition of the Panel is intended to reflect organic sectors and geographic location.

Decision: the Curriculum Advisory will be the first external Advisory Council/Panel
Finish 10:26
Action Points: " Garry will summarize this in report which will go into the minutes; he will discuss further with Ann B and Margaret regarding next steps.

Agenda Item #7. Curriculum Project Report
Margaret reported that the project is moving ahead well. Ann B., Garry and Margaret have been meeting usually every 2 weeks. She thought that the three-person committee is an efficient number for getting work done.
The plan is that Margaret will complete the main body of work and Lisa will edit in the fall. There is now in place a working curriculum Advisory Committee providing ideas and review. Margaret said she is beginning to spend 80 % of her time on the curriculum project.
Discussion: Ann B said that she thought the summary report for each training is useful to determine what worked and what did not. This helps IOIA to revise as needed and ultimately provide better trainings.
Finish 10:37

Agenda Item # 8. Reviewer Training
John reported that two Certifiers seem interested in 1 to 2 day training for Reviewers. He felt he needed to know what curriculum is needed, how much money will it take to develop a Reviewer curriculum. Certifiers seem to want to have IOIA train the reviewers but they don't want to pay. How expensive is it to have reviewers that are not well trained? John thought that the Reviewer Curriculum should be developed this year or we may lose the opportunity, but it could be delivered NEXT year.
Discussion Points:

• Some Certifiers send have sent a reviewer to the IOIA inspector trainings and they in turn train the Certifier's other Reviewers.
• In some cases the turn over of reviewers is high
• Regarding the upcoming Certifier reviews by the NOP, Mark Bradley said that Certifiers need to show that they have been training their staff
• Issue of are trainings in line with your position as inspector or as a reviewer?
• IOIA could develop a two day training for reviewers to send to Mark Bradley for his feedback
• Pay someone to develop an IOIA curriculum for reviewer training
• Reviewer training could help create consistency
• Develop a tool to determine consistency in decision making
• Another business opportunity for IOIA
• Bring IOIA closer to Certifiers
• Could market the training before the program is completed
  Decision: to refer the ideas to curriculum subcommittee with the question: "Should IOIA pursue this opportunity?"
  Finish 10:57
  Action Points: " If the subcommittee decides developing a Reviewer Training merits further consideration Luis will offer his resources

Agenda Item # 9. Long-Term, Life Time Membership
Gene and John sent draft for discussion of their fundraising Lifetime/Long-term membership fundraising report to the BOD prior to the meeting. The report discusses various scenarios with possible economic outcomes. The idea started out as a Lifetime Membership fundraiser for special projects. It was suggested that a decision be made toward end of year so if the BOD wants to pursue this it would be in place for the November 1st membership renewals.

Discussion Points:

• May be premature until we decide what we want to fund, such as capital investment or project that will ultimately bring in more members to cover the long term loss of annual revenue from membership dues
• Risky because the project designed to grow membership might fail
• Generating funds now means IOIA won't have that annual income later and may run into operations cost problems, making the assumption that dues won't go up.
• Maybe a 'good deal' for people
• Good for keeping members
• Need Membership drive to go with it
• Funds have to be managed properly
• Will keep and attract membership and fresh extra money to be managed
• How we use the funds must be clear to members buying the long-term/lifetime memberships
• Prudent Man Rule for nonprofits - investing money at low interest is scrutinized, better to have diversified investments
  IOIA now has a plan for a Lifetime/Long-term fundraising tool for targeted investment needs.
  Any launching should be together with a membership close to membership renewal date
  Decision: to set aside the project for further discussion later-decide before November if we have a need for an investment project.
  Finish 11:13

Agenda Item # 10. IOIA Response from OTA
Discussion: Brian has forwarded his notes of his phone conversation with the OTA President.
Decision: to post the edited version of Brian notes on the IOIA Members only page of the website.
Action Points: " Margaret and Luis will complete editing Brian's notes and send to Diane for posting on the website.

Agenda Item # 11. Schedule future meetings
Discussion: The next meeting was previously scheduled for Thursday, June 15th.
Luis said that he is now available at 8:00 p.m. EDT
Decision: The BOD to meet at 8:00 p.m. EDT, Thursday, June 15 (5:00 p.m. Pacific time)
Finish 11:17 p.m. EDT

Agenda Item # 12. Adjourn
The Chair adjourned the meeting at 11:20 p.m. EDT.

Board of Directors / Full Board Conference Call, June 15, 2006
Full Board: 8:00 PM Eastern Daylight Time
Chair for this Meeting: Garry Lean, Vice-Chair
BOD members present: Garry, Marina, Gene, Ann L, Ann B, John T
Regrets: Luis, Maarten Staff present: Margaret

Agenda Item # 1 Board Members present
Garry opens at 8:05 p.m. EDT.
John has full voting rights since Luis & Maarten are away.

Agenda Item # 2 Approve agenda
Discussion: Gary expects a short meeting.
May move the Open Discussion to next meeting since Luis is not present.
Decision: The agenda was approved as written above.
Motion to approve agenda as presented above by Ann L, 2nd John
Endorse: All

Agenda Item #3 Secretary's Report
a. Approval of Minutes from May 18

Motion to approve May 18 BOD minutes as circulated by John, Second: Gene
Motion wording: The minutes were approved as circulated
Endorse: All

b. Review of Action Points
Discussion regarding who is following up the action points; unclear who is responsible.

Action Points: Margaret to talk to Luis regarding who is tracking the completion of the Action Points

Agenda Item #4 ED report
Margaret did notify the owner that IOIA is not offering to buy the office building. The owner has a possible buyer.

a. IOIA support for Donna Youngdahl on OTA Advisory Committee

Discussion: OTA has instituted a Canadian Division on the Advisory Committee. Dag suggested that IOIA consider endorsing Donna Youngdahl.
Decision: to enquire if Donna would support IOIA principles, viewpoint, and concerns and would she renew her IOIA membership.

Action Points: Margaret to approach Donna Youngdahl for a discussion regarding if she would be willing to carry the IOIA view point or concerns to the new Canadian Division of the OTA Advisory Committee and encourage her to renew her IOIA membership. Margaret will make final decision whether IOIA should nominate her for the position and write the letter of endorsement.

b. IOIA incorporation status

Discussion: Margaret said that $1, 560 has been paid in attorney fees for assistance in addressing incorporation status. The one question remaining is whether to take action to dissolve in Montana immediately or simply let the Montana registration dissolve administratively in December 2007. IOIA can register in Montana as a foreign entity but it does appear that we are required to do so. If the BOD chooses to allow the Montana corporation to dissolve administratively, IOIA can revisit the situation in 2 years. Margaret has registered in Minnesota for $35.00 and IOIA will pay a nominal annual fee to retain our status, as well as an annual fee to our designated agent in Minnesota.
Decision: to dissolve administratively

Motion to allow IOIA status dissolve administratively (not file in the future) because IOIA has reactivated its status in Minnesota by John and seconded by Ann L.
Endorse: All

c. finances short update
Gene reported that there were no major changes
8:33 p.m.

Agenda Item #5 RABQSA
Discussion: regarding RABQSA, a certification body for ISO. IOIA has collaborated with two IOIA trainings in the past for ISO 9001 training with AQS. The AQS trainings were certified by RAB in 2004 and RABQSA in 2006. RABQSA has contacted IOIA about collaborating to develop an international organic inspector accreditation equally valuable for US and Canadian organic inspectors and others around the world.

• could train by an external audit and test to be certified
• Need more information
• Have someone from QSA speak at the next IOIA AGM
• Could have them certify the training by competency-based testing (on line testing)
• They are the only ones who have certified organic inspector training (BFA, Australia)
• The organic auditor personnel certification did not really get used
• May be premature
• Could give us good guidance for near future
• Make sure curriculum is on track
• IOIA must own its own curriculum
• Training of environmental auditors
• Does the BOD think this is worth continuing the discussion with RABQSA?

Decision: Margaret to continue to discussion on behalf of IOIA with minimal time.

• The key is the test (all about assessment)-
• IOIA assess whether can do it on our own or not
• We do what we say we do and we test….
• IOIA accreditation committee to look at the QSA program
• Make sure BOD liaison, not the ED, works with the committee
• Continue to explore but make sure IOIA's end product (curriculum) is what we desire
  

Action Points: " Garry will contact to Accreditation Committee, send them the Australian organic auditor criteria and refer to the related ISO document.
9:02 p.m.

Agenda Item #6
a. Canadian update
Paddy has sent a report. There is work being done to get the logo back into government hands. The Canadian IOIA office is on hold; keep on live agenda and BOC to have discussion in September.
b. Curriculum update
The project is being overseen by Garry and Ann B. Margaret has been putting most of her time towards this project. The structure is being created. The Curriculum Advisory Committee is helping; there was an hour meeting with the Committee to identify needs. The hope is that the draft curriculum is ready to test in the upcoming California and NY trainings.

The question arose, "Does IOIA need a conflict of interest policy? This should go on live agenda. Check bylaws. Paying BOD members, or their partners or family members, is not a direct conflict of interest as long as 'work' is clear. BOD members cannot be paid to carry out their Board roles. For example, IOIA cannot pay the BOD secretary to take minutes.

Action Points:

• Garry to send Paddy Doherty's current Canadian update report to the BOD
• Margaret will send excerpt of Janine's correspondence to Garry for him to include with the update.
• Margaret to do comprehensive curriculum progress report in Mid July
• IOIA conflict of interest policy to go on live agenda

Agenda Item # 7 Adjournment
Discussion to have meeting in July or not. August meeting set for Thursday the 17th.
Decision: consult with Luis regarding need for a July meeting and set Thursday 14th as tentative date for September meeting.

The Chair adjourned the meeting at 9:50 pm EDT.

Board of Directors / Full Board Conference Call, Date July 20, 2006
Time: 8:00 Eastern Standard Time

Agenda Item #1. Number of BOD members present: 7 (quorum present)
Ann Baier, Luis Brenes, Marina Buchan, Garry Lean, Ann Lameka, Gene Prochaska, Maarten Samson, and Margaret Scoles (staff)
Discussion: The first alternate, John was unable to attend the meeting. The second alternate should have been invited to attend.

Agenda Item #2. Approve Agenda
Decision: The agenda was approved with the addition of ED notes where needed.
Endorse: All
Time: 8:11

Agenda Item #3. Secretary's Report
a. Approve Minutes of June 15
Motion: Garry Second: Maarten
Motion: to accept minutes as presented
Endorse: All

b. Review of Action Points
Discussion: who will track completion of the Action Points?
Decision: to add each action points to one ongoing table

Action Point: Marina to add each BOD meetings set of Action Points to one ongoing table.

Agenda Item # 4 Treasurers Report
Gene circulated the 2nd quarter budget and current financial report to the BOD prior to the meeting.
He said IOIA had some unexpected and over-budget items, but our bottom line is remarkably close to projected for the first half of 2006. The largest unknowns are the net income for NY and CA. Gene discussed the current financial situation and said that IOIA is on track with the projected budget, the second quarter was 'quiet' and he had no concerns to date.
Decision: to accept the Treasurers report.
Motion: Luis Second: Marina
Motion reads: to accept the Treasurers report
Endorse: All
Time: 8:29

Agenda Item #5. Curriculum Project Report
Margaret circulated a summary of the curriculum project. Most of Margaret's work on the project will be completed within the in next two weeks. She said that the projected 2006 Curriculum Budget is on track.
The ED suggested that it would be more efficient for her to do a short verbal update on the Curriculum Project rather than a written report to the BOD. It was suggested that if any BOD member wanted a report they could contact either of the two BOD members (Garry or Ann B) who are on the Curriculum Project Committee. Both Ann B and Garry are working closely with Margaret on the Project.

It was suggested that the attachments sent to the BOD members prior to each BOD meeting should correspond to the current agenda items to assist BOD members to be better prepared for the monthly BOD meetings. The agenda could have a separate column noting the document(s) that should be reviewed by the BOD members prior to the meeting.

Action Points: Luis and Margaret to send the BOD meeting agendas referencing the attached documents with a short description to give the BOD direction on how to prepare for each agenda item.

Time: 8:55

Discussion: Regarding IOIA attending EXPO East in Baltimore, October 4-7. Maarten suggested that he would be gladly attend EXPO on behalf of IOIA and be responsible for the IOIA booth.
Decision: IOIA will secure a booth at EXPO

Motion: Luis Second: Marina
Motion read: to accept Maarten's proposal to attend EXPO; Margaret and Maarten will to attend to details of IOIA's involvement. July 31 is the deadline to confirm the booth.
Endorse: All
Time: 9 03

Agenda Item #6. Inspection Accreditation
Discussion: There was brief discussion regarding an IOIA inspector accreditation program. This was one of the priority items identified at the Santa Cruz BOD retreat and will be discussed further in Agenda Item # 8.

Agenda Item #7. Employee Personnel Policy
Discussion: IOIA does not have a written policy. Ann B. is working on a draft. Several items regarding IOIA employee personnel policy were raised by Margaret:

• Sick leave
• 'Comp time'
• Bereavement leave

Decision: BOD to answer some questions re employee policy. The BOD to review ED's questions and provide guidance.

Action Points: Maarten and Ann B to work with ED on answering her questions on personnel policy.

Agenda Item # 8. Other issues and Open Discussion
List of topics suggested:

• Margaret reminded the BOD that the reason that Membership Committee Chair is getting more urgent is that person also serves as Nominations Committee Chair.
• IOIA soup-balance-smaller BOD
• IOIA inspector accreditation

Nomination Chair: urgent - IOIA needs a new Membership Committee Chair/Nomination Committee Chair. Should ask the actual members if they would like to chair.
Decision: to name a new Membership / Nomination Committee Chair by the next BOD meeting.

Action Points: Garry to find a chair of Membership Committee who is also and chair of the Nomination Committee chair; Maarten to help as he was past chair; Margaret will be a resource person. Due date will be next meeting.

Time 9:21-9:27

Further Discussion on the Conflict of Interest Policy

• Never know when we might have a conflict and how to we deal with it.
• BOD should maintain transparency by following an informal policy. All BOD members should be notified in the case of a COI or perceived COI.
• Should have written policy or at least bulleted ideas, leaving it up to individual judgment could have differences and may lead to possible conflict
• Should keep it simple; allow colleagues have a chance to comment.
• Need long-term policy - financial conflict, propriety information, could cover staff, IOIA in general
• Need written criteria to guide the /ED and BOD members in future
• Leave it on the live agenda for now.
• Develop policy and rationale on what criteria
• Avoid the appearance of conflict of interest
• BOD members accept each others judgment and in the short term agree to short term solutions
• Could ask the Ethics Committee for input.
  

Decision: The IOIA BOD In the absence of a written Conflict of Interest policy, will proceed in the interim on a voluntary basis. Each BOD member will voice concern if he or she feels there is a potential conflict of interest. In the short term, the BOD will operate by this guideline: If there is any chance that a reasonable person might think a conflict of interest exists, notice should go out to all BOD members to allow them opportunity to comment.
Action Points: Luis will maintain a file of Conflict of Interest Policies and act as the receiving point if anyone finds or has sample policies to forward to him. The BOD to develop an interim policy that will be formalized later as written guidelines.
Time: 9: 43

IOIA Soup Discussion

• Concept of IOIA ambivalency of Training more inspectors creating competition for jobs,
• Recognize the ambivalency
• Seek balance -one way to balance is to increase the grade
• The organic industry and certification has poverty conscience
• Taking care of professional development
• IOIA makes money one creating new inspectors
• IOIA Advanced trainings cost less; but could have better Advanced trainings if they cost; what would the market bear?
• Quality inspectors and inspections versus cheaper but poor quality inspections
• IOIA cannot address fee structure but can address inspector quality
• This is the soup and the IOIA BOD can keep talking about on behalf of IOIA members
• How to make IOIA membership more valuable and make IOIA member inspectors 'good' based on risk assessment need by certifiers
• What is the point of the best training in the world if there no need by certifiers and NOP/or accreditation
• BOD should keep on discussing the SOUP issues

Agenda Item # 9. Set Next meeting Date
Discussion: Should there be a BOD meeting in August? The BOD could continue the IOIA Soup discussion.
Decision: The next BOD meeting is set for August 17 at 8:00 p.m. EDT

Agenda Item # 10. Adjournment
Luis adjourned the meeting at 10:11 p.m. EDT.

Board of Directors / Full Board Conference Call, August 17th, 2006
Full Board: 8:00 PM Eastern Daylight Time

Vice Chair, Garry Lean, opened the meeting at 8:12 PM Eastern Daylight Time

Agenda Item #1 Board Members present
Ann Baier, Marina Buchan, Garry Lean, Gene Prochaska, Maarten Samson, John Trinterud 1st Alternate, and Margaret Scoles (staff), Luis Brenes joined the meeting at 9:15 PM. Garry acknowledged John as full voting member for the meeting.

Agenda Item # 2 Approve Agenda
Maarten moved, Second by Ann B
Motion Wording: to change agenda so that Item # 7 will be Other Business, and Item # 8 will be Adjournment.
Endorse: All

Agenda Item #3 Secretary's Report
a. Approve minutes of the previous meeting
The draft minutes of the July BOD meeting were circulated prior to the meeting.
Maarten moved, Second by Ann B
Motion Wording: to accept minutes with three revisions, add conflict of interest, revise 'soup' and add that the BOD acknowledges an error in failing to invite the 2nd alternate to participate in the meeting.
Endorse: All

Action Points:
1. Marina to revise the minutes as noted above.

Agenda Item #4 Review Action Items
There was a brief discussion about the Action Items
8:44 p.m.

Agenda Item #5 Open discussion on Maarten´s topics called "IOIA soup"
Prior to the meeting Maarten circulated ideas for the BOD's continuing discussion on various topics. Follows are the continuing discussion items, no major decisions were made.

a . Improving IOIA financial resilience.
The suggestion was that the BOD could adopt strategies that would allow the working capital to increase to $40,000.00. This may ultimately increase productivity but might mean limiting spending in the short term.

Decision: to look into what an organization such as IOIA ought to have as working capital. The BOD would like to include David Gardner in this discussion. This item is to be added to the Live Agenda.

Action Point:
Gene to head up the finance committee to study what an organization such as IOIA should have as working capital. He will report back to with an update to the BOD at the October meeting with a final report at the November or December meeting.

b. Decrease the size of the BOD from seven to five members.
Decreasing the size of the BOD could save the IOIA money on BOD travel and other expenses. According to Bylaw Article # 5 the membership sets the number of members at the AGM. Because the BOD elections happen at that same time, the change in BOD size would nt b enacted until the year following.
Decision: the BOD to think about this plan and discuss further in the fall; add to the Live Agenda.

c. Raising the bar on IOIA Trainings and Accreditation
The BOD is concerned about the quality of organic inspectors as it impacts consistency and integrity in the certification process. Part of what IOIA can do is maintain quality and consistency in all IOIA inspector trainings. While trainings are standards-based they should have substantive focus on interview and auditing skills that inspectors need to be objective and professional. As authorities scrutinize inspector qualification, this could be an opportunity for IOIA. What is the willingness of Certifiers to pay for quality inspectors? Some BOD members believe that certifiers are not always requesting the best inspectors for economic reasons. The hiring of staff inspectors seems to be a more common practice although staff inspectors will not completely replace independent inspectors due to locality and travel costs. In addition to quality training, IOIA needs to have a meaningful accreditation program.

d. Ambivalence
Ideas about seeking balance between curriculum development and market demand were discussed. It was suggested that the certification "industry" is a weak part of the organic sector. There is a conflict for competent inspectors versus minimizing the cost of inspections. Questions pondered: Why does IOIA membership not grow? Does the growth of the organic industry create a need for more inspectors? How many new inspectors are needed each year? At what point does more inspectors create undue competition with experienced inspectors? Is the cost of quality inspectors (those IOIA trained) beyond what the market is willing to pay? Why do basic trainings continue to attract participants, yet the IOIA does not grow in membership? Why do some who have completed IOIA trainings choose not to renew their membership in IOIA year after year?

Agenda Item #6 Next meeting and list pending topics for future meeting agendas.
a. Next meeting is to be in October and the date is to be announced.
b. Future meeting agendas: this discussion was postponed until the next meeting.

Agenda Item #7 Other business
None

Agenda Item # 8 Adjournment
The Chair adjourned the meeting at 10:00 PM EDT.

Board of Directors / Full Board Conference Call, October 16, 2006
Full Board: 8:00 PM Eastern Daylight Time

The Chair, Luis, opened the meeting at 8:05 EDT. He introduced the agenda and turned the meeting over to Garry, the Vice Chair.

Agenda Item #1 BOD members present: Ann Baier, Luis Brenes, Marina Buchan, Garry Lean, Ann Lameka, Gene Prochaska, Maarten Samsom, John Trinterud 1st Alternate, and Margaret Scoles (staff).

Agenda Item #2 Approve Agenda
Discussion: There was brief discussion about the agenda.
Motion: Maarten Second: Marina
Motion wording: The agenda was approved as circulated.
Endorse: All

Agenda Item #3 Secretary's Report, Approve minutes of August 17
Discussion: The minutes were circulated prior to the meeting. It was noted that if the BOD received the minutes well in advance of the meeting they would have time to participate in editing them before the meeting. Some rewording of Agenda #5: c & d was suggested.

Motion: Maarten Second: Ann Baier
Motion wording: to accept the Minutes with the suggested amendments.
Endorse: All

Action Point:
" Marina to edit the minutes as suggested by the BOD

Agenda Item # 4 Treasurer's report
a. 3rd Quarter
The Treasurers Report was circulated prior to the meeting as was the Balance Sheet and the 3rd Quarter Financial Statement. Gene reported that training income to date is stronger than projected.
Some factors that contributed to the positive bottom line are good enrollment in all 3 NY trainings, good cosponsor, the ED served as Trainer for 2 trainings, and all Trainers regionally located. The 2 California trainings in November have filled to capacity. Operational Expenses are close to the projected expenses.

b. 2007 Membership dues
The Treasurer recommends a change to the dues schedule for 2007. Gene said that IOIA has received some input that supporting individual members and business/organization members dues should increase. The category that probably costs us the most, relative to dues amount, is Supporting Individual. Most members in this category join for $75 with IOIA training and get a $50 IOIA Member Discount.
It was suggested that inspectors in 'Developing Countries' should perhaps have a different fee schedule than those from 'Developed Countries' because most of the inspectors typically do less than 10 inspections per year and it doesn't make economic sense for them to join IOIA.

Decision: The BOD decided to follow the recommendation of the Treasurer and increase the Individual Supporting and Business membership dues by $25 each.

Motion: Ann B Second: Maarten
Motion wording: To maintain the Inspector Member and Certifier Member dues, and change the Individual Supporting Member dues to $100 and the Business/Organization Member dues to $125.
Endorse: All

Action Points:
" Margaret to add a category under Cosponsor Managed Training for Trainer Expenses and allow everything else to go into Other Expenses.
" The discussion about a different fee schedule for inspectors in 'Developing Countries' to go on the live agenda.

Agenda Item #5 Executive Director's Report
Margaret circulated her written report prior to the meeting. She said that Livestock Consultant, Temple Grandin, would not be available to attend the 2007 AGM.
Highlights of the ED report follow.
" Expo East: The OFRF Benefit event on Oct. 3 was an excellent all-organic, festive event and the first such event at Expo East. The IOIA table had lots of activity. Most of the visitors to the IOIA table were people who needed help in the basics and sought out IOIA as one of the few 'organic information' booths. THANK YOU to IOIA Volunteers: Maarten Samsom, Laura Rankin, Elaine Ferry and Brian Magaro.
" IFOAM Livestock Conference: The conference was exhilarating and provided much learning and the opportunity to see several IOIA members. It also strengthened the IOIA - IFOAM bridge and added to the IOIA livestock training resources. Margaret served as a field trip group leader. She established a connection with Dr. Temple Grandin who has developed humane handling auditing methodology and her designs for animal handling are widely used. She is interested in working with organic inspectors and gave Margaret her PowerPoint presentation and permission to use it. Some slides have already been incorporated (NY Livestock training). The BOD is grateful to Dr. Grandin for her generosity.
" Curriculum Development: The first draft of the new Crop Course curriculum was completed and used at the NY training. More work on some modules will take place later in October and final drafts and development of materials later. ITM to visit Japan - this will be an opportunity to test the new curriculum materials in a non-NOP training.

The BOD recognizes the tremendous effort by Margaret for her work at the NY training-THANK YOU.
Discussion: Note in the November meeting to designate a committee for the OFRF proposal for training non-inspectors.

Action Point:
" The BOD to designate committee to develop proposal for training non-inspectors (OFRF). Ann B volunteered to make the contacts and be the liaison.
Time: 8:45

Agenda Item #6 Membership/Nominations Committee Chair
Garry reported that Sandra Conway said she would accept the Chair.
Discussion: Chris Kidwell has volunteered to assist with the Membership/Nominations Committee.
Decision: to appoint Sandra Conway as Chair of the Membership/Nomination Committee Chair

Motion: Luis Second: Maarten
Motion wording: to appoint Sandra Conway as Chair of the Membership/Nomination Committee
Endorse: All

Action Points:
" Garry to notify Sandra regarding her appointment as Chair and that Chris has volunteered to assist her.
Time: 9:02

Agenda Item #7 Staff Contract for 2007 and Evaluations
Discussion: Margaret circulated information about the various staff contracts and job descriptions prior to the meeting. She explained the nature of the contracts and how evaluations are conducted. Beginning and ending of contracts in relation to the timing of the AGM and new BOD members was discussed. A motion was proposed by Maarten; it was not seconded. A motion was proposed and withdrawn by Ann B.

Decision: to change the dates that contracts begin and end so that the new BOD can have the opportunity to be involved in decision-making process.

Motion: Luis Second: Maarten
Motion wording: The BOD directs the ED to have all contracts to be from June 1 to May 31.
In favour: Ann B, Luis, Ann L, Maarten, and Gene
Opposed: None
Stand Aside: Marina

Motion: Ann B Second: Luis
Motion wording: The BOD recommends the ED at her discretion to extend existing contracts to May 31, 2007.
Endorse: All

Agenda Item # 9 Size of the BOD
Discussion deferred to future.
Action Points:
" Luis will initiate email discussion on size of BOD, Dec, Jan & Feb teleconference dates, and dates of pre/post AGM meetings

Agenda Item # 10 Teleconferences for Nov, Dec, Jan & Feb
Next meeting: November 16 at 8:00 p.m. EDT. The discussion on the remaining teleconferences is to be deferred to the next meeting.

Agenda Item # 11 Dates of BOD meeting pre/post AGM
Discussion is to be deferred to the next meeting.

Agenda Item # 12 Adjournment
The Chair adjourned the meeting at 11:10 pm EDT.

October 16, 2006 Action Point Table

Board of Directors / Full Board Conference Call, November 16, 2006
Full Board: 8:00 PM Eastern Standard Time

The Chair opened the meeting at 8:00 PM Eastern Standard Time.

Agenda Item # 1 Members Present
Those in attendance included: Ann Baier, Luis Brenes (Chair), Marina Buchan, Ann Lameka, Gene Prochaska, Maarten Samsom, John Trinterud 1st Alternate, and Margaret Scoles (staff).

Agenda Item # 2 Agenda Approval
Decision: The agenda was approved.

Agenda Item #3 Secretary's Report
a. Approve Minutes of Oct 16
Decision: to approve the minutes with the revisions submitted by the BOD prior to the meeting.
Motion: Maarten Second: Ann L
Motion wording: to accept the minutes with the revision submitted by the BOD.
Endorse: All

Agenda Item # 4 Size of IOIA BOD

Discussion: There was considerable discussion via e-mail prior to the BOD meeting on this topic. The discussion continued during the BOD meeting regarding the advantages and disadvantages of reducing the size of the IOIA BOD. There could be cost reductions especially for BOD travel, on the other hand committee expenses may increase if committees increase their responsibilities. BOD decisions could be made more efficiently but there could be loss of diversity of perspectives and experience.

Decision: BOD to recommend to the IOIA members at the 2007 AGM to reduce the number of BOD members from seven to five. This will not change the number of alternates elected to the BOD; the number of BOD alternates is two.

Motion: Maarten Second: John T
Motion wording: at the next IOIA AGM the BOD will request the IOIA members to reduce the BOD from seven members to five members.
Endorse: All

Action Points:
" Maarten to compile rationale for this change for inclusion in the upcoming newsletter.
" Maarten, Margaret and Marina to insure that the motion wording is correct and that the rationales will reflect the discussion during the BOD meeting.

Agenda Item # 5 Finance Committee Report and Recommendation on IOIA Cash Reserves
Gene presented his progress report on the amount of cash reserves that an organization such as IOIA should maintain. He received considerable information from IOIA's accountant on the subject. There was discussion on a three month and six month cash reserve scenarios, considering the IOIA training program needs.
Decision: the BOD appreciated Gene's research to date and supports his continuing the project.

Action Point:
" Gene to present his final committee report and recommendations at the next meeting

Agenda Item # 6 Dates of Pre and Post AGM meetings and agenda
Discussion: regarding the dates and timing of the Pre and Post AGM BOD meetings (the 2007 AGM is scheduled for Sunday March 4). It was noted that the BOD only met face to face once in 2006, which was less than ideal.

Decision: to have a two day BOD Pre AGM meetings on February 27 and 28 and Post AGM meetings on March 5 and 6.

Agenda Item # 7 IOIA Committees
Discussion: The BOD discussed the idea of having each BOD member contacting three committee chairs in order to gather information for a discussion on committees in December or January BOD meeting.

" Action Points: Margaret to e-mail a list of the names of the Committees, Committee Chairs, and the BOD Liaisons for each committee to the BOD members

Agenda Item # 8 Teleconferences for Dec, Jan, and Feb
Discussion: regarding next meetings and BOD meeting policies for conducting meetings and for publishing meeting minutes and highlights.

Decision: The next BOD meetings are scheduled for December 18, January 18, February 15 at 8:00 PM EST.

" Action Point: Marina and Ann B to prepare a one-page explanation of BOD decision making process for the February BOD meeting or the Post AGM meeting.

Agenda Item # 9 Brief update from ED on New York and Canadian trainings
This item was not discussed due to time constraints.

Agenda Item #10 other topics
Discussion: There was discussion on the idea of IOIA conducting Processor seminars/workshop or trainings and the development of a new brochure for IOIA.
Decision: the BOD decided to go ahead with the brochure.

Motion: John T Second: Ann L
Motion wording: to have the Executive Director to contract with an outside contractor to develop a brochure for IOIA not to exceed $1500.00.
Endorse: All

Agenda Item # 11 Review Action Points
Discussion: The December BOD meeting agenda to include personnel policy and the 2007 Budget.
" Action Point: Luis to prepare a document that will reflect BOD decisions on the direction for IOIA made during the Santa Cruz BOD retreat. He will present this to the BOD prior to the next BOD teleconference meeting.

Agenda Item # 12 Adjournment
The Chair adjourned the meeting at 10:52 PM EST.

Board of Directors / Full Board Conference Call, December 18, 2006
Full Board: 8:00 PM Eastern Standard Time

The Vice-Chair, Garry Lean, opened the meeting at 8:00 PM Eastern Standard Time.

Agenda Item # 1 Members Present
Garry Lean, Ann Baier, Luis Brenes, Ann Lameka, Gene Prochaska, John Trinterud, and Margaret Scoles (staff).

Agenda Item # 2 Agenda Approval
Decision: The agenda was approved.
[8:08 pm]

Agenda Item #3 Secretary's Report / Approve Minutes of Nov 16
Discussion: The Board agreed to carry forward the action point in item#10 from the 16 Nov meeting regarding researching the possible conflicts of interest issues related to IOIA processor workshops/trainings. It is to be carried forward to tonight's discussion under Item #9A. This action point can be dropped from the 16, November minutes, as responsibility for the research was not assigned.
Motion: John T. Second: Ann L
Motion wording: to accept the minutes with the revision.
Endorse: All

Agenda Item # 4 Resignation of BOD member / Appointment of First Alternate to fill vacancy.
Discussion: The resignation of Maarten Samsom was official and was accepted by the BOD.
Motion: Ann L. Second: Ann B.
Motion wording: To appoint the first alternate, John Trinterud, to fill the vacancy.
Endorse: All
Discussion: The position vacated was an executive committee position, Member at Large. Is it appropriate to have John T. fill this position or should a more tenured member be the Member at Large and John be a director? The results of tonight's decision will be in effect until new board positions are voted on after the 2007 AGM in March. To date, all conference calls are with the full Board.
Decision: Appoint John T to fill the Member - At - Large position.
Motion: Ann L. Second: Gene P.
Motion wording: To appoint John Trinterud to fill the Member-At-Large position for the completion of the 2006 BOD.
Endorse: All
[8:19 pm]

Agenda Item # 5 Nominations Committee update
Discussion: Good slate of candidates was put forward by Sandra Conway et al. Need to determine or formalize how to fill the alternative position --- as a separate category or as a result of the vote count. Maheswar is now the first alternate, so unless something comes up where he cannot fill the duties, the 2007 AGM will vote for a second alternate and the 4 BOD positions in separate elections.
Decision: To accept the candidate list as presented.
Motion: John T. Second: Gene P.
Motion wording: To accept candidate list as presented and thank the nominations committee.
Endorse: All

Action Point:
o Luis and Margaret: Assure all efforts are taken to get Maheswar on the BOD conference calls in the future.
[8:27 pm]

Agenda Item # 6 Size of the BOD: implications of reducing the BOD in 2008 to 5.
Discussion: Four board members will be elected in 2007, one retained. Implications: either Gene P. or John T. cannot run again. If the AGM votes to reduce the size of the board for 2008 then there will be lopsided exit and entry to the board based on the two year terms: four new board members, then one new board member on every other year cycles. Also noted: given the wide geographical dispersion of candidates, there may not be a cost savings seen in a smaller board as hoped. One year and two year term options were discussed. The new board may need to decide who sits for only one year.
Decision: The current BOD and the Nominations Committee need to have a recommendation prepared for the 2007 AGM. It may include a one-year term or a three-year term in order to keep better consistency for the BOD and IOIA.
[8:43 pm]

Agenda Item # 7 Finance Committee Report / Policy Recommendation on IOIA Cash Reserves Discussion: Gene P. submitted a document on his recommendation for a cash reserve to the BOD for review prior to the conference call. His recommendation is for a three month operating reserve of $24,000. Fund name: Cash Reserve.
Decision: The BOD accepts the Treasurer's recommendation of a $24,000 3-month cash reserve. Motion: Ann B. Second: John T.
Motion wording: To accept recommendation of cash reserve policy as presented.
Endorse: All
[8:57 pm]

Action Points:
" Margaret to verify if Treasurer's name is on the CDs for the cash reserve account.
" Margaret to determine how many signatures are needed to access the cash reserves account.

Agenda Item # 8 First Draft of 2007 Budget, to include Recommendations for compensation for next year
Discussion: Long discussion included topics: how to get the next draft done; for IOIA managed trainings the net income is the most realistic estimate and does not include expenses; the actual expenses and budget expenses don't jive for curriculum development because curriculum line item was not adjusted in the 2006 budget; notes on staff and contractor compensation were sent out but Trainer compensation was mistakenly omitted; increasing compensation for cost-of- living raises; extending contracts until end of May. Continued discussion was moved to the end of meeting and is to include end-of-year bonuses.
Discussion: Trainer Compensation. Note: Garry and Luis did not participate in this discussion due to possible conflicts of interest. Trainer compensation has not increased significantly for about 3- years. Details of current compensation program were outlined.

Motion: Ann B. Second: Gene P.
Motion wording: to accept recommendations for increasing trainer's compensation as follows:
$550/day for solo lead trainer
$500/day for lead trainer when two trainers are used
$450/day for co- trainer
$20/graded written assignment
Endorse: All
Abstained: Garry L. and Luis B.
[9:44 pm]

Surprise Announcements
1. Ann B. is expecting her second child, due in May.
2. The building IOIA is currently renting is being donated to IOIA. Discussion followed as to accepting or declining this donation. [10:05 pm]
Action Points:
o Margaret to contact a lawyer or non-profit advisor for referral or advice or legalities of accepting the donation of a b