Food Conspiracy Board Meeting
Approved Minutes of 5/4/16
A regular meeting of the Food Conspiracy Board of Directors was held at the Food Conspiracy
Co-op, Hoff Building, 425 E. 7th St., Tucson, at 6:30 pm on May 4, 2016.
Present: (Name, Position/Affiliation with the Co-op)
Shefali Milczarek-Desai, Board Member
Rob McLane, Board Member
David Miller, Board Member
Fiore Iannacone, Board Member
Guru Das Bock, Board Member
Glenn Furnier, Board Member
Michael DeSantis, Board Member
Gontran Zepeda, Board Member
Jessica Hersh-Ballering, Board Member
Kelley Kriner, General Manager
Janet Markins, Finance Manager
Kelly Watters, Outreach Manager
Wally Wallenmeyer, Kitchen Manager
Shanna Rosing, Employee-Owner
Ned Townsend, Employee-Owner
Kyle Bert, Employee
Julie Coleman, Employee-Owner
Dana Mayorga, Employee-Owner
Adam Valdivia, Employee-Owner
Mark Latta, Employee-Owner
Jenn Suckow, Employee
Craig Johnson, Employee-Owner
Torey Ligon, Board Administrator
Jenny Rhodes, Owner
Laura Klass, Owner
Absent:
1. Meeting called to order at 6:32 p.m.
We have a quorum.
2. Introductions:
Went around the room and did introductions.
3. Review Agenda:
David asked to move item 6.D – 2016 Financial Report – to the consent agenda. Other Board members agreed to this change.
Kelley shared that she had a correction to make to the B1 Policy Monitoring Report. Because this item was slotted to be discussed during Board Work, the correction was made during the discussion.
Rob asked whether the Board should still spend time discussing the staff rep position given that the Co-op currently has no staff rep and nobody in that position was present to contribute to the discussion [the acting staff rep left her employment at the Co-op between the April and May Board meetings]. Board members agreed to move that discussion to the end of the Board Work time and use whatever time was available to begin discussing the way the staff rep role should ideally function.
4. Owner Time:
An employee asked that the Board consider reworking the Ends Statement to include something about an ethical work environment for Co-op employees.
Shefali followed up to say that the Board had been interpreting the 2nd End – “A thriving, ethical, environmentally conscious and cooperatively owned business.” – to include the ethical treatment of employees.
The employee said she felt the intent of the 2nd End was seen by employees, but not felt in the workplace, particularly around pay policies and the implementation of a living wage.
Another employee made a comment about the disappearance of assistant manager positions in many departments and said that this has had the effect of paying staff members less and reducing opportunities for advancement at the Co-op. He said it has also led to a concentration of power amongst a small team of managers.
Another employee commented on the fact that he disapproves of the pay model at the Co-op that can allow a manager to make 2-3 times the amount of a staff person. He also asked if the Board has followed up at all on the employment issues he brought up at the April Board Meeting.
Rob responded that the Board has been following the situation and considering its role going forward. The presentation on the staff survey at tonight’s meeting is an important follow-up on this issue so that the Board can gain perspective on staff feedback overall.
Wally, the new kitchen manager, introduced himself and told everyone about his background in natural foods and said he was very excited to be joining the Co-op team.
An owner shared that the experiences of staff members is important to her because she cares about the staff.
David asked the staff at the meeting what they hoped to gain from sharing their experiences with the Board. He asked how they see the Board representing their interests. Torey said that these are questions people can think about and share responses during the “staff rep” portion of the meeting discussion.
5. Visioning:
Employee Survey presentation from Carolee Coulter
There were technical difficulties in getting Carolee up on the screen to present her findings from the staff survey. Given the difficulties, the presentation had to be postponed to a later time in the meeting. Later, with technical difficulties persisting, the Board decided to reschedule the presentation for the June Board meeting.
[While waiting for the technology to work so that the presentation could happen, the Board filled some space by moving on to other business as Kelley tried to make the projector work.]
7. Items from the Consent Agenda
A. Approval of April Minutes
B. GM Monthly Report
C. March 2016 Financial Statement
D. B5 PMR – Treatment of Consumers
E. General Manager’s Contract
F. 2016 Financial Review [moved to the consent agenda during agenda review]
Rob motioned to accept the consent agenda. Jessica seconded.
VOTE. 9-0.
Motion Passes.
8. Items from Consent Agenda:
No items were pulled off of the consent agenda.
6. Board Work
B. Retreat Agenda
Rob explained that his committee has put forward a tentative retreat agenda which was shared by email and he put space on the agenda for other board members to make comments or request changes to the agenda.
There was a discussion about the concrete outcomes that might come out of the retreat. Shefali shared that the idea behind the retreat agenda was for the last item “a path forward” to include tangible steps that the Board can take to move forward. Jessica acknowledged that this would be an acceptable concrete outcome.
There was a discussion about what sorts of topics might come up during the agenda item seeking to identify “where the board is stuck.”
Shefali reminded board members that the plan is to have an 8:30 soft start with some sort of breakfast, with a 9:00 AM hard start on Saturday, May 21st. The board will engage in substantive work from 9 to 3:30ish and from 3:30/4-5, the board will have a happy hour so that board members can continue informal discussions and build relationships. There will be an informal dinner following the happy hour.
The retreat will take place at the Quaker Meeting House.
C. Monitoring Reports B and B1
B – Global Executive Limitations
David motioned to approve PMR B. Fiore seconded.
VOTE: 9-0
Motion passes.
B1 – Financial Conditions and Activities
Kelley made a correction to page 11. In the bottom bullet point, the phrasing should be “inventory days will be at or below the median for medium sized co-ops.” This item incorrectly referred to inventory turnover in the original version of this report.
David requested that in the future, the graphs be more clearly displayed by either changing the colors of the lines or using different types of lines to show different figures. The current format of using black and grey lines is difficult to read because after packets have been copied, all of the lines end up looking black. Kelley agreed to make it more clear in the future.
There was a discussion about whether to look at quarterly data or a moving annual average each quarter. Because of the high variability in sales during different seasons at the Co-op, Glenn wondered if looking at averages might give a more accurate picture of how the Co-op is doing by reducing the highs and lows of particular quarters. Kelley and David shared that it is important to look at actual data for each quarter and to verify that expected trends are playing out as expected.
There was a discussion about how competition is impacting sales and how the management team budgeted to plan for the impacts of competition.
Rob asking if there are other reasons why sales have dropped, besides competition. Kelley said of course there could be other reasons which is why the co-op is constantly trying to improve and get better in all areas. This helps to account for areas where the Co-op hasn’t been at the top of its game and also helps buffer the impacts of increasing competition. There was a question about repetitive customer comments that might indicate dissatisfaction in a particular area. Kelley said pricing is the most common customer complaint. There was a question about whether staff moral might be impacting sales. Kelley said this is a possibility.
Glenn asked what the Board is expected to do when a monitoring report is out of compliance. This is an especially difficult question for this monitoring report because the out of compliance issue (declining sales) is not something that can be easily addressed. Kelley said that when there is a new competitor, there might be no viable plan to bring sales back up to the 3% policy expectation. David asked if this aspect of the policy should be assessed on an annual rather than a quarterly basis, given the variability in sales by quarter.
Kelley pointed out that the Board already approved a budget this year that projected a 1% sales increase, so this policy monitoring report expectation is in conflict with another sales expectation that the Board already approved.
Shefali suggested that the 1% budgeted sales growth is Kelley’s plan for compliance with this policy, and she suggested that Kelley specifically reference this plan in her reporting on the monitoring report, along with the fact that the Board approved this 1% sales growth goal in light of new competition this year.
Kelley suggested that the Board avoid changing the 3% number in the PMR because this is a national benchmark, but that if national trends continue in the direction they have been, this number may need to be adjusted.
Michael suggested that compliance on this measure should be based on an annual rolling-year average, rather than quarterly numbers.
Gontran motioned to accept the B1 PMR. Guru Das seconded.
Michael said that he would hate for a rationalization of the non-compliance to allow the Board to avoid strategizing about how the non-compliance should be addressed. Kelley suggested that the Board both pass the PMR and strategize about how non-compliance can be addressed in the future.
The Board agreed to send this policy to committee to examine how the Board should best reconcile the reality of declining sales growth with the benchmark expectation of 3% growth as spelled out in this policy. Glenn said that it doesn’t make sense to have policy language that we know we will be out of compliance on, and therefore, this policy should be tweaked.
VOTE: 9-0
Motion passes.
Follow-up: The policy committee agreed to review this policy and come back to the June meeting with recommendations for changes.
Update on Staff Survey Presentation:
There was an update from Kelly Watters that the projector was not going to work during the Board meeting. Kelly suggested that the presentation be rescheduled for another night.
Several Board members objected to rescheduling, given that a lot of staff members had shown up for the Board Meeting to be present for the presentation. Other Board members expressed a desire to watch the presentation prior to the Board Retreat and suggested scheduling the presentation as an online presentation they could all watch from home. There was a decision to print the slides and have Carolee present the material on the small laptop with audience members following along on their printed slides. Janet left to begin printing slides.
Additional update:
Given the time difference (the presenter was on the east coast), Carolee said she preferred not to do the staff survey presentation at this point in the Board Meeting. Kelley shared that this meant that the staff survey presentation would have to be rescheduled for another time. Janet reminded staff that there would also be a presentation scheduled specifically for staff to hear the results of Carolee’s report as well.
Gontran asked for a copy of the report prior to the presentation. Shefali asked that the presentation be in the Board packet so that the Board can digest the material prior to the presentation and ask more thoughtful questions.
There was a discussion about scheduling the presentation via GoToMeeting prior to the board retreat. There were some concerns about finding a time when everyone could attend and also concerns about everyone having access to reliable internet service to watch the presentation.
Conclusions: The Board will receive a presentation on the staff survey report from Carolee at the June meeting. Staff are welcome to attend that presentation, but will also be receiving their own report from Carolee at a separate time.
D. Staff Rep Position
Staff members were encouraged to share their thoughts about how the Board can support the staff and, importantly, how a staff rep position can serve as a liaison between staff and the Board.
There was a comment about the fact that staff members see it as a conflict that the Co-op’s Finance Manager is also serving in the capacity of HR manager. There was a question about whether the staff rep could serve as an HR representative by possibly offering more concrete face-to-face assistance with conflict resolution and even counseling. Having office hours for the staff rep might be helpful as well.
Shefali asked if it would be helpful for the staff rep to be someone other staff members can voice concerns to knowing that the rep will bring those concerns to the Board. Shanna shared that this is what she thought was already happening,
Adam shared that in his experience as staff rep, the role and responsibilities were unclear. He said that the staff rep brings staff questions to the management team, rather than the Board in his experience. He said that there was also an issue with time being allocated for staff rep responsibilities because managers typically don’t want to allocate time for staff rep duties, when this time takes away from department time. He also said that if you are staff rep, you can’t really address the issues that you yourself might be dealing with because you have to remain neutral.
Jessica asked Kelley to clarify how staff rep time is paid. Kelley shared that staff rep time gets paid out of the department budget for smaller things and then the staff rep or department manager can request that time get paid from the admin budget for longer time commitments.
A staff member shared that the staff rep can also help staff members talk through issues with a manager or the general manager.
David clarified the role of the Board within policy governance and emphasized that the Board is not really in a position to intervene on individual staff issues because their role is really to supervise Kelley and examine the GM’s compliance with the policies. Shefali clarified this by saying that the Board does not get involved in individual personnel decisions. However, she said, the Board has a personnel policy that it must ensure that the GM is upholding, and within that policy, the Board sets out expectations related to the fair treatment and compensation of employees. Shefali said that she did not want to discourage employees from informing the Board if there are issues. Other Board Members also emphasized the point that the Board does have a role in addressing personnel issues and wants to hear about things that are going on in the store, but that the Board must address issues broadly as a means for creating a fair and equitable place of employment for all staff.