2007 Minutes

Minutes of 2007 Board Meetings

January 18
February 19
Feb 27 & 28
March 4
March 5 & 6
March 29
April 26
May 31
June 21
July 26
August 16
September 13
October 11
October 14
November 8
December 13

Board of Directors / Full Board Conference Call, January 18, 2007
Full Board: 8:00 PM Eastern Standard Time

Chair, Luis Brenes, opened the meeting at 8:08 PM Eastern Standard Time.

Agenda Item # 1 Members Present
Members present included: Ann Baier, Luis Brenes, Marina Buchan, Maheswar Ghimire (voting Second Alternate, in place of Gene Prochaska), Ann Lameka, Garry Lean, John Trinterud; and Margaret Scoles (staff).

Agenda Item # 2 a. Agenda Approval, b. Brief review of Action points
a. Agenda Approval
Discussion: to include the personnel policy in # 9. Items # 4 & 5 will be in a different order to accommodate the ED participation.
Decision: to accept the agenda.
Motion: Garry L. Second: Ann L.
Motion wording: to accept the agenda.
Endorse: All

b. Review of Action Points
Discussion: Luis briefly confirmed which action points were completed.

Agenda Item #3 Secretary's Report: Approve Minutes of December 18, 2006 Board Meeting
The draft minutes were e-mailed to the Board and edited and a second draft was sent to the BOD.
Decision: to accept the minutes as per the second draft.
Motion: John T. Second: Garry L.
Motion wording: The second edition of the minutes were accepted as distributed via e-mail.
Endorse: All
[Time: 8:15 PM]

Agenda Item #4 Treasurer's Report a. Presentation of 2006 Financial Reports, b. Approval of 2007 Budget
a. Presentation of 2006 Financial Reports
Gene emailed the Financial Reports to the BOD, and the draft 2007 Budget prior to the meeting.
Discussion: It was noted that IOIA had a strong year and the financial situation was approximately 30% better than budgeted.
b. Approval of 2007 Budget
Discussion: Margaret said that she was anticipating staff responsibility and job description changes but overall the draft budget appears realistic.
Decision: to accept the Financial Reports
Motion: Ann B. Second: John T.
Motion wording: to accept the 2007 budget as presented.
Endorse: All

Action Points: Gene and Margaret to add a note in the report explaining the negative Accounts Receivable on the Balance sheet.

Agenda Item #5 Donation of Building to IOIA
Discussion: IOIA has been offered a gift of the building that it is renting; the building is worth approximately $35,000. The BOD discussed the pros and cons of accepting including issues: cost of asbestos removal ($3,500 - $5,000), insurance, upkeep, structural soundness and that the building must be used exclusively for non profit purposes for three years.

Decision: the BOD agreed in principle to accept the building based upon David Gardner accepting the responsibility to research the particulars of the building and his finding no concerns or restrictions.

Action Points:

Margaret to let Gene know that she will approach David Gardner to do the search and a report to the BOD.
Gene to assist Margaret and provide oversight on the project.
Margaret and Gene to include the asbestos removal in the 2007 Budget.

Agenda Item # 6 Training for Other Audiences
One of the goals that the BOD identified during the Santa Cruz BOD retreat was to provide quality training to audiences other than inspectors. Maarten Samson submitted a proposal for processor trainings. Gene submitted a position paper regarding Maarten's proposal.
Discussion: there was a lengthy discussion on several issues. Whether trainings for other audiences is compatible with the IOIA mission and if these trainings would present a real or perceived conflict of interest to train processors and other specified groups. The wise use of IOIA scarce resources (staff and dollars). There seems to be a demand and even requests for specialized trainings for interest groups but it was questioned how this would or would not support consistency and integrity in organic certification. To the question of 'What safeguards should be in place to insure no conflict of interest' the BOD explored: providing only general or generic rather than specific information, developing a trainer code of conduct, open versus in house trainings, training to theory but not design specific forms. The BOD recognizes that there is a need; there is a business opportunity for providing generic tailored training to various groups.
Maarten Samson's fundraising proposal to develop the processor training was discussed.

Decision: It was generally agreed that offering trainings to audiences other than inspectors was within the IOIA mission of consistency and integrity in the certification system so long as the trainings focus on in clarifying standards requirements but not offering specific ways to over come barriers (advice) to certification and must include a trainer code of conduct (safeguards to avoid possible conflicts of interest). The BOD agrees to begin with 'open' generic trainings tailored for specific groups; and after this experience determine whether to explore the feasibility of conducting similar 'closed' trainings. The BOD accepts Maarten's proposal to go ahead with a pilot project that will develop the tools, promote and conduct a generic training targeting processors with oversight by BOD liaison, Ann B.

Action Points:

Luis to request Maarten develop a Trainer Code of Conduct as part of the pilot project.
Ann B. to request of Maarten an explanation of travel and trainer fees budget items and she will report back to the BOD.
Ann B. to be the BOD liaison and to oversee the project and request detailed report from Maarten.

Agenda Item #7 Discussion of pre and post AGM meeting in Encinitas, AGM, and 2006 Annual Report

Action Point: Luis and Margaret to prepare and send the BOD draft agendas for the pre and post AGM meeting in Encinitas, AGM agenda and the 2006 annual report.
[Time: 10:00 PM]

Agenda Item # 8 Staffing and Transition
Discussion: Lisa will be in the Broadus office to transfer ITM details to Sacha. She will spend three days working with Margaret on the Crop curriculum. A part time Administration Assistant and part time office assistant were hired.
[Time: 10:20 PM, Margaret left the meeting]

Agenda Item # 9 Staff Compensation-ED and personnel policy
Discussion: ED salary
Decision: the BOD agreed to give the ED an additional week of paid vacation time to equal 4 weeks per year and increase the annual base salary to $32,000.00.
[Time: 10:45 PM]

Agenda Item # 10: Adjournment
The Chair adjourned the meeting at 10:47 PM

Action Points arising from the IOIA BOD Meeting of January 18, 2007

Action Point - Person Responsible - BOD meeting - Date Completed
1. Gene and Margaret to add a note in the report explaining the negative Accounts Receivable on the Balance sheet. Gene and Margaret Jan 18 2007
2. Margaret to let Gene know that she will approach David Gardner to do the search and a report to the BOD. Margaret and Gene Jan 18 2007
3.Gene to assist Margaret and provide oversight on the project. Gene Jan 18 2007
4. Margaret and Gene to include the asbestos removal in the 2007 Budget. Margaret and Gene Jan 18 2007
5. Luis to request Maarten develop a Trainer Code of Conduct as part of the pilot project. Luis Jan 18 2007
6. Ann B. to request of Maarten an explanation of travel and trainer fees budget items and she will report back to the BOD. Ann B Jan 18 2007
7. Ann B. to be the BOD liaison and to oversee the project and request detailed report from Maarten. Ann B Jan 18 2007
8. Luis and Margaret to prepare and send the BOD draft agendas for the pre and post AGM meeting in Encinitas, AGM agenda and the 2006 annual report. Luis and Margaret Jan 18 2007

Board of Directors / Full Board Conference Call, Date February 19, 2007
Time: 8:00 PM Eastern Standard Time

Agenda Item #1 Members Present
Those in attendance included: Luis Brenes (Chair), Marina Buchan, Ann Lameka, Gene Prochaska, and Margaret Scoles (staff). A Quorum was present. John Trinterud later joined the conference call.

Agenda Item # 2 Agenda Approval
There was only one major item on the agenda and the agenda was accepted.

Agenda Item #3 Building Donation
Discussion: Luis outlined the background information on the building. The building that the IOIA has occupied for the last number of years has been offered as a donation to IOIA. Acceptance is contingent upon the successful removal of asbestos from the building. IOIA would pay to have the asbestos removed at an estimated cost of $4,500. In May of 2006 the IOIA BOD appointed a committee to analyze whether or not to purchase the building, which was offered for sale to the IOIA at that time. The BOD reviewed the report and decided not to purchase the building. Subsequently the owner has offered to give the building to IOIA with the contingencies that IOIA use the building for their non-profit activities for a minimum of three years and keep the historic front façade in place.
The current projected annual costs associated with owning the building would average $475 for property taxes, $1000 for insurance, $1200 maintenance; this would be approximately $220 per month.
The possibility of a further environmental assessment was discussed; it was noted that there was no history of the land having been used in such a way that would negatively impact the environment and become a liability to IOIA in the future.
Margaret informed the BOD that because IOIA was a non-profit that it is not compelled to pay annual property taxes, but IOIA being a good neighbor may choose to pay property taxes anyway. Margaret noted that the wood facing on the building needs repainting.

Decision: The BOD decided to accept the gift of the building without a further environmental assessment and contingent on verification that the asbestos has been removed properly.

Motion: Ann L Second: Gene P
Motion wording: to authorize Margaret to act on behalf of the BOD to accept the building with the following caveats:
1. IOIA to pay for the removal of the asbestos and have the building verified as asbestos free through an appropriate assessment process
2. that the title is searched and found to be free and clear of outstanding leans or negative contingents
3. without further environmental assessments
4. a lawyer will review the legal documents regarding the transfer of ownership
5. if there are written requirements generated by the owner (or if the lawyer raises issues) that have not been discussed by the IOIA BOD, the Executive Director will inform the BOD and wait further direction from the BOD before proceeding with the acceptance of the building.
Endorse: All

Agenda Item # 8 Adjournment
The next BOD meeting is scheduled for February 27, 2007 in Encinitas, California.
The Chair adjourned the meeting at 9:13 PM EDT.

Board of Directors / Full Board
February 27 and 28, 2007
Cocos Café- Feb 27 and Best Western Encinitas- Feb 28, Encinitas, California USA

Chair, Luis Brenes, opened the meeting at 9:30 a.m. Pacific Time. He introduced Maheswar Ghimire. He asked the questions: what good thing happened to you in the last month, what is worrisome or unfinished. Each BOD member responded to the questions.

Agenda Item # 1 Members Present
BOD members present included: Ann Baier, Luis Brenes, Marina Buchan, Maheswar Ghimire, Ann Lameka, Garry Lean, John Trinterud; and staff, Margaret Scoles.
Quorum was declared.

Item # 2 Set the Agenda
The agenda was not set prior to the meeting. Topics were proposed and prioritized.
The purpose of the meeting is to finish up important items from 2006, prepare for the upcoming AGM and prepare to pass the torch to the 'new' BOD.
Discussion: The importance of making strategic decisions while BOD is 'Face to Face' was emphasized as was doing what is be best for the organization and the staff. The BOD recognized the need for continuity of direction to be passed on to the 'new' BOD.

The BOD decision-making process was discussed and entered into the minutes for future reference by the BOD.

The Sponsor presents: the issue, the concern, the problem or the opportunity with background information as appropriate. Discussion with the BOD prior to the meeting if possible.
Decide how critical the decision is, possibly set a deadline. Seek the best possible solution.
Discussion: clarification, problem solving, questions, listening, may table in order to collect more information if necessary; take time to 'season the decision.'
Decision: Vote or consensus. Motion put forward, carefully worded with amendment/editing if needed. A Second is needed. Consensus is the attitude we embrace.
Publish: the decision is a group decision, individuals no longer own it or disown it.
Delegate: the activities required by the decision to an appropriate individual, committee etc. or consult with committee etc.

Lessons Learned:

A one day 'Face to Face' post AGM BOD meeting is not enough.
Need to have organizational and strategic goals and priorities for the new BOD which must be transformed into a yearly work plan that it is clear to the BOD. There must be a clear discussion and agreement on governance protocol. This will help to make sure the organization is stable and is not personality based.

Decision: BOD to keep a Decision Table along with the Action Point Table to assist BOD members to keep track of decisions and actions. Marina suggests that this be someone other than the secretary-how about an alternate? - get them involved.

Action Point: Marina to do a decisions list for 2005 & 2006 and distribute to the BOD

Lunch Break: 11:50 AM - 1:38 PM

There was more discussion on the items the BOD hopes to cover during the meeting.

Agenda Item # 3 ED Report
Discussion: Margaret said that IOIA will probably have a booth in the non profit area at 'All Things Organic' in May. She explained the current staffing situation and is considering some restructuring.

Agenda Item #4 2006 Financial Reports and 2007 Budget
a. Financial reports
Gene circulated the revised 2006 Financial Reports during the meeting.
Discussion: regarding alternatives to telephone conference call meetings format, Ready Talk etc.

b. 2007 Budget
Gene circulated the revised draft 2007 Budget during the meeting.

Decision: to accept the 2006 financial reports and the revised 2007 budget.

Action Points: Gene, John and Garry will prepare financial report visuals overhead for the AGM. Margaret to make copies of the reports for the AGM

Agenda Item # 5 Personnel Policy
Ann B presented her draft personnel policy. She emphasized that because the personnel policy is a policy, not a bylaw, it can be changed by the BOD anytime. The policy addresses among other items, Margaret's request for a decision on sick leave, compensatory time and bereavement.

Discussion: It was noted that the IOIA policy is that the BOD has authority to select and remove the ED. The ED has authority to select and remove all other staff and contractors. Holidays: regular full time employees have ten paid holidays. Part time employees will be paid for holidays on a prorated basis. The importance of allowing some flexibility of holidays was noted. Compensatory time: part time employees are classified as Exempt under the Fair Labor Standards Act and they are responsible for specific deliverables and it is are not required that they be compensated for overtime.

Motion: Ann B Second: Maheswar
Motion wording: to accept the Employee Personnel Policy as presented.
Endorse: all

Action Points: Ann will send the policy to Gene to review and he will recommend to the BOD to adopt it prior to the 'new' Board being instated. A list of the statutory holidays needs to be added to the policy.

Agenda Item # 6 BOD participation at AGM
a. AGM Agenda
The BOD reviewed the draft AGM agenda.
b. Voting
Discussion: There was discussion whether to announce the vote per person or not. IOIA has 222 members, needed for a quorum is 15% of 222 which is 33. Nominees from the floor are to be accepted only for Alternate. Instructions to the Ballot Committee will be given by Garry, the acting Ballot Committee Chair. The Inspector of the Year awards are presented by the Membership Committee.

Decision: The BOD perceives that Bylaw 2.13 is ambiguous in the sense that it is not clear if 'votes' means total votes per nominee or total votes by members; and the BOD interprets that announcing the total votes per nominee by publishing them in the AGM minutes rather than their being announced during the AGM is in compliance with the Bylaws.

Action Point: Garry to give instruction to the Ballot Committee

c. Change in BOD size
Discussion: there was a discussion on how to present the proposed change in BOD size.

Action Points: Marina to present information regarding the proposed change in the BOD size at the AGM.

d. Annual Report
Luis previously circulated the draft Annual Report to the BOD via email.

Action Points: BOD to further review the Annual Report and comment directly to Luis.

The Chair recessed the meeting at 6:04 Pacific Time PM

The Chair resumed the meeting at 9:30 AM, February 28 at Cocos Café in Encinitas

The following were present:
BOD members: Luis Brenes, Marina Buchan, Maheswar Ghimire, Ann Lameka, Garry Lean, John Trinterud; and Staff, Margaret Scoles; and BOD nominee, David Konrad.
Quorum was declared.

Agenda Item # 7 Accreditation/Promotion
Discussion: Luis presented a summary of the Santa Cruz BOD retreat process. He discussed the tool, the Access Foundation Matrix, that the BOD used in Santa Cruz in 2005 to evaluate proposed projects. The idea of an outside assessment of IOIA was mentioned. The idea that 'Program Vulnerabilities' could be used as a vehicle for inconsistencies inspectors see is an interesting prospect; but how to develop the process must be addressed. This is where an Advisory Committee could assist and give IOIA leverage. An ad hoc committee dealing with certification inconsistencies (which could be documented by inspectors) could be struck. This could possibly evolve into a position paper, which could bring IOIA more credibility. This is something that NO ONE else in the organic sector can do.

Action Point: To the live agenda: The idea of an ad hoc committee to research Certification 'Program Vulnerabilities' to document certification inconsistencies and a resulting position paper by IOIA. This is something that no one else in the organic sector can do. [Added as an action point by Marina]

Agenda Item # 8 BOD member resignation
Discussion: regarding the proposal on reducing the BOD size.
John Trinterud submitted his resignation stating personal reasons.

Decision: The BOD accepts John's resignation and appointed Maheswar to the vacant position.

Motion: Ann L Second: Gene
Motion wording: to accept John Trinterud's resignation.
Endorse: All

Motion: Garry Second: Gene
Motion wording: to fill the BOD vacancy with BOD Alternate, Maheswar Ghimire.
Endorse: all

Agenda Item # 9 Training for other Audiences
Discussion: there was a brief discussion on possible conflicts of interest in training for other audiences, especially training of processors. The idea is that we are training people we inspect however, IOIA itself does not inspect, IOIA members inspect. There was concern the trainer may release confidential information derived from other inspections during the training. The BOD wanted to have a processor-training pilot project and then re-evaluate.
Lunch Break 12:21 PM - 1:54 PM

Agenda Item # 10 Curriculum
Margaret presented an update on the curriculum project. Garry and Ann B provided BOD oversight of the project. The project started with the revision of the crop course and was tested in the NY training. $7,000 plus $1,000, plus staff time was spent. The crop course is nearly complete. Some components of the livestock and processing courses are complete. This cost about another $1,000. A Curriculum Advisory Committee for the crop course was set and there are people ready to serve on an advisory for the processing course. To finish the crop course the following must be completed: tests, lesson plans, soils pre-course and the trainer binder. The plan is to send the course to the curriculum to the Advisory Committee for final review before sending it to the trainers.

Discussion: the idea of surveying the trainees after 6 months or one year was suggested. It is important to make sure IOIA has a supply of quality trainers as the success of the training relies on a quality trainer (mapping resources for this).

Agenda Item #11 Logo / name change
Margaret spoke of updating the logo and the change (or addition) of the name to International.
Discussion: Benefits of change possibly increase members i.e. staff inspectors and inspectors from other countries as some perceive IOIA to be an American organization. One drawback of change is the possibility of the perception by some that IOIA inspectors are no longer 'Independent'.

Agenda Item # 12 Adjournment
The Chair adjourned the meeting at 4:12 PM Pacific Time

IOIA Action Point Table: February 27, 28 2007
Action Points arising from the IOIA Board of Directors Meetings Feb 27/28
Action Point - Person Responsible - BOD meeting - Date Completed
Marina to do a decisions list for 2005 & 2006 and distribute to the BOD Feb 27/28 March 26
Gene, John and Garry will prepare visual overhead for the AGM Feb 27/28 March 4
Margaret to make copies for the AGM Feb 27/28 March 4
Marina to present information regarding the proposed change in the BOD size at the AGM. Feb 27/28 March 4
Personnel Policy: Ann will send to Gene review and recommend to BOD. BOD to review and plan to adopt prior to the 'new BOD'being instated. Feb 27/28
Personnel Policy: Needs a list of statutory Holidays Feb 27/28
Annual Report: BOD to further review and report comment directly to Luis Feb 27/28 March 4
Elections: Garry to give instruction to the Ballot Committee Feb 27/28 March 4
Add To the live agenda: The idea of an ad hoc committee to research Certification 'Program Vulnerabilities' to document certification inconsistencies and a resulting position paper by IOIA Feb 27/28

2007 IOIA ANNUAL GENERAL MEETING
Sunday, March 4, 2007 1:00 p.m. - 5:00 p.m.
Cabana Room, Best Western Inn
85 Encinitas Blvd., Encinitas, California USA

DRAFT MINUTES

AGENDA

Item #	Item	Sponsor	Intro/Discuss /Decide
1 1:00 p.m.	Call To Order	Luis	Decision
2	Approve 2007 Agenda	Luis	Decision
3	Approval of 2006 Annual Meeting Minutes	Marina	Decision
4	Annual Report Overview from the Chair	Luis	Decision
5	Treasurer's Report a. 2006 Revenue and Expense Statement b. 2006 Balance Sheet c. Presentation of the 2007 Budget	Gene	Decision Discussion Decision
6	Committee Reports		Discussion
7	Notes from the Executive Director	Margaret	Discussion
8 2:00 p.m.	New Business a. Discussion RE: Reducing the Size of IOIA Board of Directors b. Choosing topics for Focus Groups Membership Discussions c. 2008 Annual General Meeting Location	Marina Luis Luis	Discussion & Decision Discussion Discussion & Decision
9 2:45-3:00 p.m.	Board of Directors Candidate Presentations	Garry	Discussion
10 3:00 p.m.	Election of Board of Directors	Garry	Decision
11	Resume New Business Topics if necessary	Luis	Discussion
12 4:00-5:00 p.m.	Focus Group Membership, as per membership decision	Luis	Discussion
13	Adjournment	Luis

Agenda Item # 1 Call to Order
The IOIA Board of Directors (BOD) Chair, Luis Brenes, opened the meeting at 1:05 p.m. in the Cabana Room at the Best Western in Encinitas, California, USA.
Number of Voting Members present: 35 present and 8 proxies. A quorum was declared.
Voting Members in attendance: Marina Buchan, Ann Lameka, Gene Prochaska, Maheswar Ghimire, Garry Lean, Arthur Harvey, Margaret Scoles, Chris Kidwell, Sam Welsch, S. Brian Magaro, John Trinterud, Sandra Conway, Margaret Dickson, Tom Cassan, Evan Kirby-Smith, Helene Bouvier, Lisa Pierce, Margaret Weigelt, Bob Durst, Kelly Monaghan, Bill Barkley, Joel Hoffman, David Konrad, Monique Scholz, Jennifer Silverman, Michelle Sandy, Lori Wyman, Ib Hagsten, Jack Reams, Richard Lance Christie, Sue Baird, Elizabeth Franklin, Bob Howe, Erin Beard, Debra Bunn.
Members Voting by Proxy: Ann Baier, Robert Dixon, George Danner, Cheryl Laxton, Mary Wilson, Tony Fleming, Harriet Behar, Leanne McCormick.
Non-Voting members present: Maria DeVincenzo, Diane Cooner, Sarah Costin
Non-Members Present: Robert Gerard, Debbie Leverenz.

Agenda Item # 2 Approve Agenda
Luis Brenes presented the agenda.

Motion: Jack Reams Second: Brian Magaro
Motion wording: to accept the agenda as presented.
Endorse: unanimous

Agenda Item #3 Approval of Minutes from the 2006 IOIA Annual Meeting
Marina Buchan, Secretary, noted that the draft minutes were posted on the IOIA website in May of 2006 and some copies of the minutes were distributed in the meeting room.

Motion: Helene Bouvier Second: John Trinterud
Motion wording: to accepted minutes as posted on Web
Endorse: unanimous

Agenda Item #4 Annual Report Overview from the Chair
Luis presented Annual Report Overview in Power Point form. Luis outlined, with respect to the IOIA mission statement, the priorities set during the 2005 Santa Cruz retreat by the BOD. The Highlights of his report follow.

Consistent with the IOIA mission statement, to provide quality inspector training, the BOD focused on upgrading the IOIA training curriculum. It is important that IOIA trainings are able to meet a more complex inspection environment and to facilitate consistency in the inspection process. The BOD realized the need for better and more consistent curriculum with copyrighted ownership and therefore allocated $12,000 to begin the process of creating new curricula. The new crop course was tested during the New York and California trainings, and this curriculum is nearly complete. The plan is to continue with the new livestock and processing curricula. The final goal is to provide continuous education and upgrading of experienced inspectors matching the IOIA Inspection Guideline (currently in draft form) and IOIA Accreditation requirements.

To address issues and concerns relevant to organic inspectors, IOIA offered its second ISO 9001: 2000 Lead Auditor training and initiated a dialogue with RABSQA.

To promote integrity and consistency in the organic certification process IOIA is linking with the organic world with its membership in IFOAM, OMRI and COG.

Luis identified new challenges for IOIA in training other audiences: farmers, processors, extension agents, government officers, community grower groups, and others. In fact IOIA has already offered some of these type of trainings, i.e. an Alternative Energy Resource Organization training, NRC Services training, in-house trainings for the Colorado Dept. of Ag. and NY Dairy Marketing Services as well as Train the Trainer Workshops.

Luis announced that 2006 has been a record year for trainings, including 8 countries, 11 locations, 468 participants, 9 trainings in Latin America, 5 advanced trainings. He praised those who made it possible. IOIA is still blessed with Executive Director, Margaret Scoles. Lisa Pierce significantly contributed for four years as International Training Manager. Diane Cooner creates the newsletter, and manages the IOIA website and the IOIA Forum. Sacha Draine is now working in IOIA Training services. Judy Hessong works in Membership services. Lynell Denson and Ben Brewer are Administrative Assistants.

Luis noted that in order to strengthen IOIA the BOD needs to work closer with the committees. He noted that the 2006 IOIA BOD was a very international Board, members hail from Canada, Costa Rica, Nepal and the United States. The BOD met for two days after the La Crosse AGM and two days prior to this AGM and met monthly via teleconference calls.

Agenda Item # 5 Treasurer's Report
Treasurer, Gene Prochaska, circulated at the beginning of the meeting, the 2006 Revenue and Expense Statement, the 2006 Balance Sheet, and the 2007 Budget-proposing a balanced budget. He presented information regarding the financial statements and answered the few questions that arose from the floor. He noted that in 2005 and 2006 IOIA had its two financially best years to date.

Gene was pleased to announce that IOIA plans to accept the gift of the building that currently houses the IOIA office in Broadus, Montana. He said that this would provide stability for the office. The value of the property is approximately $35,000.

Motion: Lance Christie Second: Jack Reams
Motion wording: to accept the 2006 financial reports as presented
Endorse: All

Agenda Item # 6 Committee Reports
Some of the Committee Chairs were present and gave brief reports.
Bob Howe, Chair of the Communications and Marketing Committee, gave a brief report.
Arthur Harvey, chair of the Bylaws Committee, reported that there were no proposed changes to the Bylaws this year.
Margaret Weigelt, Chair of the Scholarship Committee, said that the committee was planning some changes in the upcoming year.
Monique Scholz, member of the Accreditation Committee, reported that the Accreditation program is reasonably functional and efficient. Twenty-one IOIA members are currently accredited.
Helene Bouvier and Garry Lean, of the Canadian Committee, reported on Canadian standards developments and noted the importance of monitoring implementation of the new standards.

Agenda Item #7 Notes from the Executive Director
Margaret Scoles, IOIA Executive Director stated that it was a strong year for IOIA and a year of hard work for her. She worked two months on the new crop curriculum; there were 24 trainings, including some customized trainings. She was very pleased with the high quality of staff in the IOIA office. She thanked the outgoing BOD members and presented each of them with lovely framed plaques of appreciation featuring dried Montana wild flowers.

Agenda Item # 8 New Business a: Size of BOD b: Focus Group Discussions c: 2008 AGM Location

a. Discussion re: Reducing Size of IOIA Board of Directors
Marina presented information regarding the reduction in the size of the IOIA BOD by eliminating two positions in 2008, and the staggering of the one and two year terms of office.

Discussion: members discussed the pros and cons of a reduction in the size of the BOD: possibly more efficient decision-making versus decision-making in fewer hands, possible cost savings, possibly freeing up members to become active in committees, the maintenance of the two alternate positions and the possibilities of staggering terms of office.

Motion: Jack Reams Second: Ib Hagsten
Motion wording: to accept the proposal for the reduction in the BOD from 7 to 5 members.
Voting was by Show of Hands.
In favour: 35
Opposed: 3
Abstain: 2
The motion passed.

b. Choosing topics for Focus Group Membership Discussions
Members indicated that they would like to discuss issues pertaining to IOIA name change. Ideas from the members included the following:

Name change from Independent to International, Independent is where we came from, International is what we are now and where we are headed in the future
The word Independent means third party and is important to keep that word
Currently there are many certifier staff inspectors
Name change would require a bylaw change
What is the cost benefit of a name change?
How would a name change affect the status of the organization-legality? Legal name change would be done at the annual corporation report submission to the state authority.
In past the certifiers were not independent (they were made up of certified entities) but certifiers are now 3rd party and are independent and inspectors are part of that process.
Keep the word Independent in the name because it is important that inspectors be independent.
Moving into the international arena is in itself a kind of a check on maintaining independence.
In some areas IOIA is thought of as American organization.
Will a name change affect the status of our organization as non profit - answer: IRS scrutinizes the purpose not the name.
Notify the state as well as IRS, strictly a US tax status designation.Might strengthen the organization in Canada, need an office in Canada.
Possible branch offices in other countries
Member ballot with options, period of time to forward to BOD
Ensure that members have option of names
On-line survey of options of a name change

Motion: Kelly Monaghan Second: Jack Reams
Motion that the attendees of this meeting recommend to the IOIA membership to change the name to incorporate the word International.
Voting was by show of hands.
Opposed: 2
Abstain: 3
In favour: the majority
The motion passed.

Members choose the following topics for breakout group discussions:

Stronger Accreditation
Raising funds
Stronger committees participation
Canadian office

c. 2008 AGM Location
Discussion: The IOIA tradition is to alternate the AGM location between the East Coast, Canada, Midwest, West Coast and Latin America.
Reasonable Options included: Guatemala and Mexico
Preference of location by Show of Hands:
Abstain: 3
Mexico: 1
'No' for Guatemala: 1
The majority was in favour of Guatemala.

Agenda Item # 9 Board of Directors Candidate Presentations
Discussion: Sandra Conway introduced the nominees present. Each nominee present spoke briefly. Those present included: Bob Durst, Arthur Harvey, David Konrad and Monique Scholz and Alternate nominees present included: Sue Baird, Erin Beard.
Returning BOD members are Garry Lean, Gene Prochaska, and Maheswar Ghimire.

Agenda Item # 10 Election of Board of Directors
Ballots were distributed to the attendees who had not already voted by mail.

Election results for the IOIA Board of Directors:
Catherine Ann Cash: 40
Bob Durst: 57
David Konrad: 55
Monique Scholz: 71

Nominees from the floor for Alternate BOD:
Chris Kidwell nominated Arthur Harvey, who declined.

Election results of BOD Alternate positions:
Sue Baird 2nd Alternate for a 1 yr term: 46
Erin Beard 1st Alternate for a 2 yr term: 47

Agenda Item # 11 Resume New Business Topics

Agenda Item # 12 Members Focus Group Discussion, as per membership decision
The members broke into focus groups to discuss the four topics they chose. Each group presented a brief summary of their topic.

Accreditation:

Accreditation by an existing ISO organization
Third party to make the accreditation decision
The program must mean something
Make sure the membership and Certifiers know about the program

Canadian office:

IOIA name to consider including the word International
Will be a Satellite location
Consider sharing the office with COG and OTA office in Ottawa
Possible funding available
Training to the Canadian standards, labels traceable to county of origin
Cost unknown

Stronger Committees Participation:

Need to Strengthen connection with the IOIA BOD
Discussion of term limits of chair
Restructure committees: to ad hoc when needed, setting the size, possibly combining committees
Publish "How to Participate" brochure to be handed out by IOIA office

Raising Funds:

Money is available from funding organizations; possibly even for operating expenses
Help with accreditation program
Funds for sustainable agriculture from other countries
Collaborate with other agencies
Retailers Donation lists

Non Agenda Item: Membership Committee Awards
Each year during the AGM IOIA presents inspector awards.
This year Chris Kidwell presented the Inspector Asset of the Year and the Inspector of the Year Award to Arthur Harvey.

Arthur took the opportunity to make a case for changing OFPA 6510. He proposed a change and there was discussion regarding the proposed change. Some issues reflected in the discussion are listed below.

How would this affect juice filtered through Diatomaceous Earth?
This change may be beyond the scope of IOIA
Concern regarding making a decision for IOIA members not present
Does making a statement on the change to OFPA fit into the IOIA mission?
The statement does promote consistency in organic certification
Independent inspector is not advocacy-my objectivity may be impacted
Controversial issues in respect to standards on IOIA forum - we talk, but nothing happens
There is nothing wrong with IOIA as a petitioner to amend or revise standards
This is a labeling and exposure issue
IOIA as defender of consumer confidence
This is not political but it is advocacy for legal standards

Motion: Arthur Harvey Second: Chris Kidwell
Motion Wording: IOIA endorses an amendment to OFPA 6510 as follows or equivalent wording:
["Shall not] 8) Use, in or on such product, any synthetic processing aid, synthetic additive, or synthetic ingredient that is not identified as such on the ingredient statement and specifically allowed in the National List."

Voting was by show of Hands.
In favour: 21
Against: 6
Abstain: 11
The motion passed.

Agenda Item # 13 Adjournment
The Chair adjourned the meeting at 5:00 p.m. Pacific Time

IOIA Board of Directors Orientation and initial meetings - March 05-06 2007
Encinitas, California

March 05 morning session

Situation

On the morning of March 05, newly elected board members Erin Beard, Sue Baird, Bob Durst, David Konrad and Monique Scholz met with continuing Board members Garry Lean, Maheswar Ghimire and Gene Prochaska as well as several outgoing Board members, Marina Buchan and Luis Brenes. ED Margaret Scoles was also present. The purpose of the meeting was for the newly elected board members to be brought up to speed on the subject of IOIA Strategic goals, as well as to learn how the previous BOD conducted their meetings.

Strategic Goals

Luis Brenes presented the strategic goals of IOIA, as follows:

1. Better inspectors
Re-construct existing curriculum
Establish curriculum steering committee: need curriculum advisory committee
Offer continuing education opportunities

2. Consistency in the inspection process: International Accreditation Standard
establish IOIA advisory committee
develop organic inspection guideline
Promote value and need forbetter inspectors
collaborate in developing official inspector requirements, based on government and certifier needs
launch and maintain a recognised accreditation program.

Evaluating Projects

Luis also explained how the previous BOD evaluated whether or not a new undertaking (or continuing an existing project) would make sense to pursue, suggesteing that three YES or NO questions always need to be asked:
1. Compatible with mission statement? Yes or No
2. Capability? Yes or No
3. Significant competition? Yes or No

Assessing Capacity

Luis also suggested 10 points to consider when assessing IOIA capacity:
1. Human resources with skill
2. Experience; have done it before
3. good relationship with $ (donor...)
4. solid and stable financing
5. adequate infrastructure and services
6. good administrative skills
7. adequate links with complementary organisations
8. good and strong relationships with relevant authorities
9. cost effective structure
10. significant actual market share.

New board members were invited to read up on the IOIA BOD Santa Cruz retreat summary.

Decision making

Luis and Garry then explained how the outgoing BOD made decisions, indicating that the new BOD will need to decide how they want to proceed.
1. Sponsor presents issue, with background: optimally should happen prior to conference call but doesn't always happen this way, would allow for input from others prior to conference call; ED is the dispatcher of information and supporting documents
2. Chair develops agenda with ED; has list of attachments per agenda item, also BOD homework instruction
3. Discussion during conference call
4. Decision: motion forward with seconder; vote but consensus favoured OR defer discussion to a committee for their recommendation
5. Publish decision as GROUP decision.

It was explained that this process, while time consuming, leads to solid decisions.

March 05 afternoon session

Members present: Luis (outgoing), Garry, Gene, Bob, David, Monique, Maheswar, Marina (outgoing).

Erin (First Alternate) and Sue excused for afternoon.
Catherine (absent).

ED Margaret Scoles was also present.

One or two year terms

The board members present agree to determine which of the four new elected members has the one year term (as opposed to two year terms) by using the vote results from AGM: lowest number of votes will determine the one year term. By consulting the ballot counts, it was determined that Bob, David and Monique hold two year terms, and Catherine holds a one year term.

Formation of Executive Committee

It was amiably decided to form the Executive Committee as follows:
Chair: Garry
Vice chair: Bob
Secretary: Monique
Treasurer: Gene
Member-At-Large: David

Director: Maheswar
Director: Catherine

Financial reporting

Discussion regarding financial reporting: David had some changes to suggest.

Note taking during cionference calls

The BOD discussed the possibility of having a staff person take notes during BOD meeting to facilitate participation of Secretary in all discussions. Garry suggests scribe could be the First Alternate. David asks if conference call could be recorded and transcribed. Transcription not equal to minutes (no synthesis). Mq suggests three month trial; re-visit question to validate if Secretary producing quality and timely enough minutes; also validate if this system comprises participation or not. Discussion to pursue with Erin. Margaret mentions Sachas' daily schedule would enable her to do minutes on BOD conference calls.

ED housekeeping and orientation points

1. List circulates for additional email and cell phone contact information.
2. New BOD members asked to sign confidentiality agreements.
3. Presentation of info kit to new BOD members
4. Presentation of history of ITM position (2003-2006 incl.) and recent staff changes
5. Presentation of current pay scale
6. Strategy has been to out source certain tasks, such as payroll
7. Legal fees and incorporation
8. Location of bank accounts
9. BOD use of email as main communication tool
10. Dues
11. Financial reports and internal audits
12. Travel reimbursement available for new BOD members
13. Role of Margaret
14. News from Maarten
15. Liaison roles for committee must be enhanced and implemented.
16. Homework: Read committee feedback sheets.

Suspension at 4:55.

Reconvening on March 06 2007 at 8:40 am, Encinitas, California.

Present: Garry, Gene, Sue, David, Monique, Margaret, Erin, Maheswar, Bob, Marina

Absent: Catherine

Reiterate agenda:
1. ED finish BD orientation
2. How will we make decisions?
3. Dates and times: decide if an in-person event is to be scheduled in 2007
4. (Order lunch early)
5. Work Plan: Calendar
6. Responsibilities and Committees
7. CGG task force to prepare position paper
8. Establish curriculum and training advisory
9. Conflict of interest policy

ED orientation

explains kinds of IOIA training and their differences
urges us to be realistic in our goals, our time, ED time, and our capabilities
funding is a BOD issue and we must expect to put some attention to this
remember who are our partners: IFOAM, New Hope, OTA, AERO...
must address lack of Training Manager

Chair thanks ED for presentation.

Decision making method to favour

After some discussion, it was decided to operate with the same approach as the previous BOD.

ACTION POINTS:
- Secretary is directed to create a rule of procedure to reflect this way of developing discussion, communication and decision
- foster liaison with committees.

Other rules of operation

It was decided that as quickly as possible after a meeting, all BOD members are to receive raw notes of the meeting. The secrtary is to re-work them for the minute log and newsletter.

Calendar and work plan

The BOD discussed and developed a calendar of activities and meetings for 2007.

ACTION POINTS:

Gene offers to develop work plan for forward planning to 2008 AGM
Margaret will ensure live agenda circulates
Margaret will develop spreadsheet calendar
Participation of alternates in conference calls needs a rule of procedure (who?)

Committees and BOD responsibilities

The BOD reveiwed focus discussion notes from AGM, as well as committee reports. The board members decided to share the tasks of liaising with committees as summarised on the following table.

Committee status	Committee	Main task	Current chair	BOD liaison
Required	Accreditation	Enhance accreditation program; panel is part of Committee	Jake (and Stephen for ARP)	Monique
Implicit in bylaws	Bylaws	Name change issue to investigate	Arthur	David
	Int'l committees
	Canadian	Be effective presence in face of CFIA	Janine and Leanne as co-chairs	Gary
	Latin american		None at this time? Carlos Escobar writes for our newsletter
	Japan	JOIA		No liaison with BOD
	CGG	develop clear inspection protocols for CGG; advocacy in face of NOP rule change	Luis to be confirmed	Maheswar
	Training and Curriculum (there is one Crop curriculum advisory committee)	Structure. Ensure developement and maintenance of quality standardised curriculum and training materials. Explore other training venues.	None in place	Bob
	Scholarships		Margaret Weigelt	Catherine
Required	Finances (and Fundraising sub committee)	Oversight of finances Explore and implement fundraising options. Work with Elizabeth Franklin	Gene None in place.	Gene David
	Membership (also Nominations and Ballot)		Sandra Conway	Bob
	Communications	FAQs	Bob Howe	Erin
	Ethics	In case of an issue coming up during the year	Joyce Ford	Erin
	Editorial committee		Joe	Sue

ACTION POINTS

ED will provide BOD with document 'Board training oversight'
ED will also provide Personnel Policy
Bob to work with Ben to ensure document control and back up is optimal. Provide instruction to BOD for how we should interface. Also software consistency. Always use BOD in email subject line.
Reflect on possibility of rewarding effective committee chairs with training discounts.

Homework for next meeting or May meeting

Each BOD liaison person to research what is in place, contact current committee, recruit if needed, begin work on action plan; work on structure especially if new committee.

At about 3 pm Maheswar excused. Group photo and break.

Intercom with Catherine from Virginia.
Introductions. Refer to her bio.
Brief report to her on AGM focus group topics. Presentation of our BOD schedule. Advised her of her 1 year position and BOD liaison role.

Industry Advisory Board for IOIA

Refer to Garrys' document.

ACTION POINT - Garry to email to everyone. Food for thought. Defer discussion.

Email brainstorming
David suggests email brainstorming as a way to throw ideas up for discussion. He stresses the importance of thriving as an organization, remaining current and relevant, and saying at the head of our pack. In parallel to taking care of business, we need to be looking ahead creatively with positivism.

Miscellaneous and closing comments

ACTION POINTS

Marina will dispatch table of 2 years of decisions to all BOD.
Mq will endeavour to keep it up to date.
Margaret: Will have Ben set up a passworded section on our website just for our BOD. Also explained typical growth curves of not for profit organisations. We ae in our second growth spurt and must have lots of active participation and work from BOD. Cannot only rely on staff.
Future discussion: We have not addressed office organisation and Margaret's over load.
Arthur's motion from AGM.

Adjournment at 16:44.

IOIA BOD Meeting - Conference Call - March 29 2007
Meeting convened 8:04 PM EDT

1. Attendance

Present: Erin Beard (as alternate in place of Maheswar Ghimire), Catherine Cash, Bob Durst, David Konrad, Garry Lean (Chair), Gene Prochaska, Monique Scholz and Margaret Scoles

2. Approve Agenda

Moved by Bob, seconded by David, to approve the agenda as previously dispatched by email.
Motion adopted.

3. Secretary's Report

AGM minutes: defer questions to next meeting. All should read. Executive committee to approve for posting on website within two weeks. (Action Points 019 and 020).Will be adopted by next AGM.

BOD minutes for Jan 18, Feb 19 and Feb 27-28: All should read. Only Garry and Gene eligible to approve: should do so at next mtg. (Action Points 021 and 022).

March 05-06 minutes: Need a bit of editing and spell checking; draw more attention to action points.
(Action Point 023).
Moved by Bob, seconded by Erin, to approve minutes of March 05-06 meetings. Motion adopted.

Follow up to minutes:

live agenda has not been circulated yet
decision table from Marina has been distributed
Consolidate Action point Table, Decision Table and Live agenda in time for next mtg: Margaret and Mq. (Action Point 024).

4. Committee Updates

Ethics: Erin has spoken with chair, Joyce Ford. No action needed in 2 yrs. Must ensure members are past BOD.

Communication: Erin has spoken with chair, Bob Howe. A draft document on an important (but un-disclosed) subject is coming out very soon.

Scholarship: Catherine has not yet spoken with Chair.

Bylaws: David spoke with chair, Arthur Harvey. Discussed IOIA name change issues. Will investigate further to clarify.

Fundraising: David spoke with Lisa Franklin, who confirmed she is willing to head this sub- committee. Need participants. Need specific projects for which funding is required. Margaret is to contact Lisa for the wording of a 'recruiting' email to all members. (Action Point 025).

Finances: Gene did not work on this. Accepts having Fundraising under Finance; must inform his committee (three past treasurers) of this. Must coordinate with David. (Action Point 026)

Accreditation and ARP: Monique initiated email discussion with current chairs (Jake Lewin and Stephen Grealy); raised possibility of an in-person session in May. Should have more information at next meeting.

Membership committee: Bob has nothing to report.

Training committee: Bob has nothing to report. Mq requested direction on perceived need to revise IOIA stand on reporting food safety issues which are not in scope of NOP. She will put something in writing to clarify her request (Action Point 027).

Canadian Committee: Garry reports that co-chair Janine has applied on behalf of IOIA to serve on CGSB Organic Agriculture Committee. BOD directs Garry to speak with Janine, obtain report and action plan from her, and ensure good communication as well as more structure. (Action Point 028).

Latin Committee: IOIA has not been able to energize a Latin American committee. BOD expresses concern, since AGM will be there. Garry to contact Lidia Giron to initiate formation of ad hoc AGM committee. (Action Point 029).

Editorial Committee: Garry reports from Sue that she has not followed up this task yet.

Issue for live agenda: determine term limits or committee chairs.

Point of information: Policy manual may require quarterly reporting from Committee chairs. Homework for BOD: read policy manual and suggest changes regarding committee operations (Action Point 030).

5. Arthur Harvey Motion at AGM

ED reports that Arthur has already gone public with IOIA endorsement of his proposal to amend OFPA.

6. Training for other audiences

Chair acknowledges email inputs from David, Sue, Gene, Bob and Margaret. Lively discussion. Decision to promote IOIA service of 'in-house' trainings to certifiers. Margaret and Bob to promote this at ATO (Chicago in May). (Action Point 031).

David wants further discussion via email, on training other audiences. Defer decision. (Action Point 032).

7. IOIA name change

More discussion needed. Defer to next meeting. (Action Point 033).

8. IOIA Advisory Panel

Monique and Bob have not rec'd document: Garry to forward; discussion deferred. (Action Point 013).

9. CGG Position Paper

Information point: a lot of publicity has occurred.
Moved by David, seconded by Bob, that Luis Brenes serve as chair for ad hoc CGG committee. Motion adopted.

10. Other points

Cost comparison of retreat in Broadus versus Ontario: David reports that travel costs will be similar. Will investigate other factors and report back in April (Action Point 034).

BOD suggests Mq should get head set to facilitate her secretary task and will reimburse. (Action Point 035).

Next meeting April 26 20:00 EDT

Meeting adjourned at 10:14 EDT.

Respectfully submitted 04 April 2007.

IOIA BOD Meeting - Conference Call - April 26 2007
Meeting convened 8:07 PM EDT

1. Attendance

Present: Erin Beard (as alternate in place of Maheswar Ghimire), Catherine Cash, Bob Durst, Maheswar Ghimire (joined call late), David Konrad, Garry Lean (Chair), Gene Prochaska, Monique Scholz and Margaret Scoles

2. Approve Agenda

Moved by David, seconded by Bob, to approve the agenda as previously dispatched by email, with one addition:
11: Other business: CGG

Motion adopted.

3. Secretary's Report

BOD minutes for March 29 2007:
Moved by Bob, seconded by Dave, to approve minutes of March 29 meeting. Motion adopted.

Follow up to minutes:

Improve left and right margin boxes (APs and Decisions, respectively)
How to update AP table? BOD members to feed information to Mq.

4. ED Report

ED presented highlights of report distributed by email.
Point 1: Staffing: Julie might be brought in on a contractual basis, especially for grant writing.
Point 3: Building: Resolution to accept building was made by previous BOD. Deal will be closed in late May. General agreement to preserve historic nature of building.
Point 4: OTA in Chicago: will promote trainings
Point 10: Texas: Correct dates to May 11-14.
Point 12: Curriculum: Decision to subcontract to Margaret Dickson and Garry Lean, to finalize Crop Course. Rates: $30 per hour if IOIA Trainer; up to $35 per hour for non-Trainers with qualifications for curriculum design. This is within parameters of original budget for project.

5. Financial Reports

Gene presented Treasurer Report distributed by email. Finances to date are positive when compared to projected. Moved by Bob, seconded by Dave, to accept Treasurers Report. Motion adopted.

6. Committee Reports

Accreditation and ARP: Monique has nothing to report.

Canadian: Garry has contacted Janine Gibson, Canadian Committee Chair, by Email.

Ad hoc AGM: Garry reports no real cohesive committee in place but things are moving ahead with Lidia Giron.

Scholarship: Catherine reports that more than enough recruiting for Committee members was done in Encinitas. Committee is looking for ways to provide travel stipend to scholarship recipients. Committee is also considering limiting applications to being in English only.

Communication: Erin reports that chair, Bob Howe, has been in Africa; have ideas to develop when he gets back. Bob had visited with Lance Christie, committee member. Lance plans to compile an index of Forum discussion as a resource for inspectors.

Fundraising: David reports that email to membership has not gone out yet.

Membership committee: Bob has nothing to report. ED has membership survey information from Sandra Conway and will forward to Bob.

No other Committee reports.

7. BOD retreat

Dave reports that travel to Canada appears to offer $1600 saving for BOD. This is offset by cheaper daily accommodations in Broadus. Invites email discussion on other PROS and CONS to consider. Decision must be made in May. Retreat must be coordinated with Pennsylvania training dates to avoid overlap.

Gene wonders if a BOD retreat is a priority. Those present are in favor; Catherine has time constraint (Expo East); Maheswar has time constraint (Nepalese festivals). ED expresses concern about expense: will there be a specific fund raising event to offset costs?

8. IOIA name change

Garry calls for volunteer to write discussion piece for newsletter (late May deadline) and then going to membership with a vote. Maheswar states he will contribute a few points.
Action Point: Garry volunteered to be the point person for the newsletter article.

9. IOIA Advisory Panel

Garry will re-write and re-send his missive on this subject; wants BOD feedback. Sees panel as part of enhancing the accreditation process. Former chairs could be involved; need to involve other stakeholder representatives.

10. Training

In-House inspector training for inspectors, certifiers, and reviewers: this 'product' will be promoted in Chicago.
Training Processors: This project still perceived as problematic in that it may appear to have IOIA involved in 'overcoming barriers to certification'. Bob stresses that he and Margaret will assess 'market' for this in Chicago by asking certifiers for input (Where do they send processors? What resources do they send them? What resources and training are needed?)
Draft Inspection Guide: Drafted in April 2006; ED will circulate.

11. CGG

Discussion deferred.

12. Adjournment at 22:17.

Next meeting May 31 20:00 EDT

Respectfully submitted 28 May 2007.

IOIA BOD Meeting - Conference Call - May 31 2007
Meeting convened 8:07 PM EDT

1. Attendance

Present: Erin Beard (as alternate in place of Maheswar Ghimire), Catherine Cash, Bob Durst, David Konrad, Garry Lean (Chair), Gene Prochaska, Monique Scholz and Margaret Scoles

2. Approve Agenda

Moved by Bob, seconded by Erin, to approve the agenda as previously dispatched by email.

Motion adopted.

3. Secretary's Report

BOD minutes for April 26 2007:
Moved by Dave, seconded by Gene, to approve minutes of April 26 meeting. Motion adopted.

Furthermore, the BOD minutes from January, February and March (pre-AGM BOD) have been approved by Gene and Garry.

4. ED Report

ED presented highlights of report distributed by email.
Point 1: Staffing: ED is proceeding cautiously with Julie.
Point 3: Building: Legal documents not quite finalized. Good progress on clean up.
Point 5: OTA in Chicago was a big success; thanks to Bob and Margaret for their hard work there.
Point 6: CGG and Luis' trip to Washington: Luis is not available to be on call. BOD requests brief written report from him. ACTION POINT: Garry to request brief written report from Luis.
Point 7: Finances: Financial situation is stable; no surplus anticipated. Trainings so far this year have generated income as expected.
Point 8: BOD section on website: There are three basic options, namely via YAHOO (least effort), via data base (very complex) or with Diane Cooner's help. ACTION POINT: Margaret will get more information from Diane. Future ACTION POINT: Margaret to clarify to the BOD, via an email, how the on-line data base relationship works.
Point 9: Training topics: JOIA has requested using the IFOAM/IOIA manual for free rather than 20$ per copy. ACTION POINTS: BOD needs more information. What kind of relationship does JOIA want with IOIA? ED to get information from Lisa Pierce. Bob and Margaret to work on this and report back to BOD on the specific 20$ question and the broader issues. How can we better describe 'sister organization status'?

Point 9 continued: Training for processors was discussed, as in-house or general. David reminded us to work on improving our capacity, not on limiting ourselves. Action Point: BOD to make a decision on this question next month.

Thanks to ED for her extensive report.

5. Updates on Committee contacts

There were no specific reports.

Action Point: All are encourage to pursue their Committee Contact persons and report in June.

6. BOD Retreat

After some discussion of the pros and cons of the BOD retreat being in Ontario or Montana, there was a consensus to meet in Broadus, Montana. October 10 will be a travel day; BOD meetings will be October 11-12-13-14. October 15 will be a travel day.

7. IOIA name change

Action Point: All are asked to read email on this subject from Garry and to respond to Garry and Margaret. Garry would like to have a piece on this subject in upcoming IOIA newsletter.

8. IOIA Advisory Panel

Subject deferred to June meeting.

9. IOIA 2008 AGM

The date has been set for March 02 in the afternoon. This will be preceded by BOD meeting March 01. The AGM will be followed by advanced training activities March 03-04-05. Action Point: Margaret will invite Lidia Giron, who is coordinating the AGM, to participate in June 21 BOD meeting.

10. CGG

Luis is not able to be on call; point deferred to June meeting.

11. Roundtable

Garry asked each BOD member how they are doing in their BOD role thus far or other comments.
Monique: Happy to have IOIA training rush behind her and hopefully more time for BOD work.
David: Sees no need to be involved in IOIA audit at the time of IOIA BOD retreat.
Catherine: Pre-occupied by processor trainings and hopes for a clear direction soon.
Bob: Concerned about IOIA manual.
Gene: Appreciates everyone's input and hopes Dave will participate in IOIA audit.
Erin: Please to have reached consensus on location/date of retreat.
Margaret: Curriculum funding concerns.

12. Adjournment at 10:15.

Next meeting June 21 20:00 EDT

Respectfully submitted June 19 2007.

IOIA BOD Meeting - Conference Call - June 21 2007
Meeting convened 8:09 PM EDT

1. Attendance

Present: Erin Beard (as alternate in place of Maheswar Ghimire), Bob Durst, David Konrad, Garry Lean (Chair), Gene Prochaska, Monique Scholz and Margaret Scoles.

Catherine Cash not able to participate. Sue Baird should have been advised to participate as alternate.

Action Point: Monique to communicate to Sue Baird that she is always welcome on conference calls, to stay 'up to speed', whether or not her presence as alternate is required.

2. Approve Agenda

Moved by Erin, seconded by Dave, to approve the agenda as previously dispatched by email and with the addition of point 4.5: IOIA Name Change.

Motion adopted.

3. Secretary's Report

BOD minutes for May 31 2007:
Moved by Erin, seconded by Gene, to approve minutes of May 31 meeting. Motion adopted.

4. ED Report

ED presented highlights of report distributed by email.

Point 4: Internal audit: Last review of records was 2002. Action Point: Finance Committee to give direction to Gene regarding how to proceed with the internal audit:
- Committee to prepare audit plan for October 2007
- Committee to draft audit policy for our organization
- Committee to investigate using a third party auditor.
Gene is to transmit request to Finance Committee.

Point 5: Upcoming AGM: Lidia may join our call. If not (she was invited at the last minute), she should be invited for the August meeting.

Point 6: Newsletter: Next newsletter needs committee reports. Action Point: everyone contact their committee chair and prepare material for August 01 deadline.

Thanks to ED for her report.

Agenda item 4.5: IOIA name change

The BOD is publishing a discussion paper on the subject of the IOIA name change in the upcoming newsletter. This is expected to generate some discussion. A mail-in ballot to all membership will be circulated in October. If accepted, the name change will then be implemented in early 2008.

5. Updates on Committee contacts

No reports.

ED advised Monique that ARP chair Stephen Grealy has resigned. Action Point: Monique to recruit a new ARP chair. (Obtain compilation of interested persons from Judy Hessong.)

Action Point: As per above, all are encourage to pursue their Committee Contact persons and obtain report for next newsletter.

6. Canadian Issues

There is still no report from Janine Gibson (chair of Cdn Committee). Action Point: Garry is to pursue this.

Moved by David, seconded by Monique, that the BOD to set up a special committee to focus on Canadian training issues, collaboration with CFIA and with certifiers operating in Canada. Adopted unanimously. Action Point: Set up Special Committee. Garry to direct this.

Janine is the IOIA rep on a working committee with the CGSB. Action Point: What is this committee? What is their mandate? Does Janine have an alternate? Margaret to follow up on this.

7. Training for processors

Decision to continue with inspector trainings and to move forward with public trainings and especially industry sector trainings. There was NOT a consensus to pursue in-house trainings.
Action Point: BOD asked Margaret to make outline of industry training, on the understanding that she would not be the executant.

8. JOIA

Subject deferred to August meeting.

9. CGG

See Luis' report.

10. Advisory Panel

Subject deferred to August meeting.

11. Other Business

None.

Thanks to Bob for chairing the meeting.

12. Adjournment at 10:15.

Next meeting August 16 20:00 EDT

Respectfully submitted July 10 2007.

IOIA BOD Executive Committee Meeting Conference Call - July 26 2007
Meeting convened 8:05 PM EDT

1. Attendance

Present: David Konrad, Bob Durst, Garry Lean (Chair), Gene Prochaska, Monique Scholz and Margaret Scoles.

2. Approve Agenda

Moved by Bob, seconded by Monique, to approve the agenda as previously dispatched by email.

Motion adopted.

3. Secretary's Report

Moved by Bob, seconded by David, to approve June 21 BOD minutes.

Motion adopted.

4. Financial Audit

Moved by Gene, seconded by Bob, to proceed with audit by Colin Presizniuk.

Motion adopted.

It was agreed that sample transactions from 2004 -2005 would only be audited if problems (significant issues) are encountered in the audit of 2006.

Motion adopted.

5. Processor training discussion

Information about Samsom &Associates Processor Training had circulated by email. Role of Margaret and Monique clarified. Use of IOIA materials was discussed. It was decided that if material is used, IOIA should be paid on a per-participant basis, in addition to rec'g credit. Margaret and Monique to refer to Editorial Review Board for guidance.

6. Update on building

Refer to ED report. Ownership expected to be finalized in coming weeks.

7. BOD Retreat

Garry requests use of facilitator to enable his fullest participation.
Discussion of travel arrangements.
Action Points:
- ED to give itinerary suggestions to make ground travel to and from airports as simple as possible.

8. Adjournment at 21:30.

Respectfully submitted August 24 2007.

IOIA BOD Meeting Conference Call - August 16 2007
Meeting convened 8:08 PM EDT

1. Attendance

Present: Erin Beard (as alternate in place of David Konrad), Bob Durst, Maheswar Ghimire, Garry Lean (Chair), Gene Prochaska, Catherine Cash, Monique Scholz and Margaret Scoles.

David Konrad was not able to participate.

2. Approve Agenda

Moved by Bob, seconded by Erin, to approve the agenda as previously dispatched by email.

Motion adopted.

3. Secretary's Report

BOD minutes for July executive meeting not yet dispatched.

4. Treasurer Report

BOD members had rec'd treasurer report, income/revenue statement, budget projections and dues chart by email. Treasurer presented highlights: explanation of deficit, upcoming audit schedule, and the need to tackle the issue of financial stability at the upcoming BOD retreat. Gene is hopeful that the auditors' report will be ready for the retreat and will lead to development of an audit policy (by the finance committee). After some discussion about dues, further discussion and decision were deferred to next meeting.

There was discussion regarding the wisdom of the retreat (projected to cost $10,000) while in a deficit position. There was consensus that while not alarming, it would behoove the BOD to be prepared to cancel the retreat if the Pennsylvania trainings to not appear to be filling up sufficiently to generate the surplus they are expected to.

The BOD accepted the ED recommendation to increase the pay of two of our part-time staff members.

Action Points:

Finance Committee to develop audit policy AFTER audit report rec'd.
BOD must decide 2008 dues at the September meeting (in time for October).
Financial stability is a key issue for discussion at BOD retreat.
Validate decision to go ahead with retreat on Pennsylvania registration deadline (Sept. 24).
Re-visit personnel policy to ensure that pay increases are adequately addressed there-in.

Moved by Bob, seconded by Catherine, to accept the treasurer reports.
Motion adopetd.

Thanks to treasurer for his report.

5. ED report

Brief ED report was circulated by email. Other points reported:
- ED reports that the building is now IOIAs'. This should reflect in the year end reports as an increase in assets.
- ED has found affordable special events insurance.

Action Points:

ED will send TRAINING report by email.
BOD kindly review proposed MEMBERSHIP SURVEY (prepared by Membership Committee) and send comments to BOD liaison Bob. The Committee is targeting an October 01 release date.
BOD requests that Committee include questions about training costs.
Chair requests preliminary SURVEY results for retreat if possible.

6. Personnel Policy

Action Point: BOD to read. Adopt (with changes as applicable) at September meeting.

7. Committee reports

Action Point: Deadline for submissions of Committee reports to newsletter is August 20.

8. BOD Retreat

Discussion of agenda items, sharing of facilitator role and scribe role.
Agenda will be on themes of financial stability and meeting membership needs. (Previous and new survey results will be used).

Action Points:

ED to try and find a part-time facilitator.

9. Other business

Name change: Only one piece of positive feedback recd.
Action Point: Ballot needed for October 01 mailing. Dave to ensure that name change ballot be prepared, contacting Bylaws Committee if necessary.

CGG inspections:
Action Point: Maheswar to draft missive to NOSB on behalf of IOIA.

10. Next meeting

Next BOD meeting set for September 13 2007 20:00.

11. Adjournment at 22:05.

Respectfully submitted August 24 2007.

IOIA BOD Meeting Conference Call - September 13 2007
Meeting convened 6:05 PM EDT

1. Attendance

Present: Sue Baird, Bob Durst, Maheswar Ghimire, Garry Lean (Chair), Gene Prochaska, and Margaret Scoles. David Konrad joined the call at 8:25. Monique Scholz and Catherine Cash were unable to participate. Sue, as 2nd Alternate, was recognized as a voting member for the meeting.

2. Approve Agenda

Moved by Sue, seconded by Gene, to approve the agenda as previously dispatched by email with one correction. All in favor.

Motion adopted.

3. Secretary's Report

Moved by Bob, seconded by Gene, to approve July 26 minutes as submitted. All in favor.

Motion adopted.

Moved by Bob, seconded by Gene, to approve August 16 minutes, as amended. All in favor.

Motion adopted.

Follow-up on action points from August meeting --

Name Change: Garry reported that he spoke with Dave about mail ballot for bylaws proposal but only briefly. He will follow up with Dave with more detail.

Maheswar is preparing the communication on CGGs to the NOSB. Within one week, he will write something by Email to the BOD.

Action Point: Margaret and Maheswar will follow up regarding NOSB deadline for submissions.

4. 2008 Membership Dues

Garry asks BOD to look at table provided in 2nd Quarter Treasurer's Report and asked if Gene, as Treasurer, had a recommendation for 2008 Inspector dues.

Year

# of Inspector Members

Inspector Dues