Item D1 for April, 2016 meeting
PFC Board of Directors Meeting Minutes – March 21, 2016
Location: NEW Center
Attendance
Board Members: Gaia Kile (vice president), Keegan Rodgers, Ann Sprunger (president), Leah Hagamen (secretary), Matthew Graff (treasurer), Bruce Curtis, Ray Anderson
Lesley Perkins, General Manager
Christine Laing, Finance Manager
David Hall, Outreach and Education Coordinator
Kristina Weber, Bookkeeper
Susan Landauer, Human Resources Director
Lori Crall, Front End Manager, Wellness Manager
Mary Underwood, member-owner
Chris Crockett, board candidate
Jason Williams, board candidate and employee
Catherine, works in café
Call to order – Ann called the meeting to order at 6:30.
Agenda Review – There were no changes or additions to the agenda.
Member Comments – A guest commented on the high quality of our product line, especially the cheese selection which is almost back to “Phil levels”. She thanked the co-op for prompt responses to any comments or suggestions.
Another guest shared that she ran into an old friend who said that the co-op is bright, shiny and happy these days.
Announcements, Info-Sharing, Future Scanning – There have been 205 electronic votes and 69 paper votes as of 5:00 today. Ann reported that Rebecca Kanner contacted her with some suggestions about where we might meet in the future. This reminded Ann that Rebecca is still on the Google group we are using. Lesley created a board forum on the website, but it has not been used. Lesley said she would make new Google groups—one for the board only with Lesley, and then one for the board, Patti and Jade. Lesley will have our IT person set up two Google groups. Matthew suggested not using personal addresses on these groups, but rather and so on.
Consent Agenda – The only thing on the consent agenda were the minutes from February. After clarifying some language, Gaia moved to approve the agenda, Keegan seconded and the motion carried 7-0.
G.3 Director’s Code of Conduct – Leah suggested improvements for the policy, so the report was not on the consent agenda.
Part of the policy calls for an employee who is on the board to resign if his or her employment ends. Gaia indicated that this usually applies to people who are on the board specifically to represent staff. That is not pertinent in our case, and there was general agreement that this language should be removed.
Leah proposed to move the language in 3.2.a and add it to the end of 3.2.e. In other words, 3.2.e would read as is, but have this language at the end of it: “Any subsequent potential conflicts will be reported to the whole board immediately.”
Keegan suggested that we move the language in 3.2.e up to section 3.2.a and to also remove the language regarding the employee having to resign if his or her employment ends. Leah will write it up formally and propose next month.
Gaia moved to accept the report, Matthew seconded, and the motion carried 7-0.
GM Report– Lesley clarified some of the financials, with a reminder that the numbers are a comparison to last year. Lesley is looking at bringing in local bread soon. She has been concentrating on the cheese section lately. Matthew clarified that the numbers on the report did not reflect discounts. Ann suggested that Lesley include all of the hard work she is doing, so that it is recorded for the future.
L.4.1-8 and L.6 – In regards to L.6, Lesley explained that some of the lights were broken when we received them from the distributor, so that is why there has been a delay in getting them in the hot bar. Matthew complimented Lesley on the report.
Lesley explained that we used to have a service that buffed the floors twice a month, but we brought on someone ourselves; however, she might get a new service to come in periodically to buff the new floors. Meantime, the nighttime maintenance person cleans the floors every night during the week.
Gaia moved to accept the L.6 report, Keegan seconded, and the motion carried 7-0.
L.4.1-8 -- Ann mentioned Jade’s email that asked for an additional report that accompany this report. This is actually the L.4.10 from last month, that was received last month but not approved as it was only received the night of the meeting. Ann suggested having all of the L.4 reports come together, as opposed to splitting them up as we do now.
The unaudited reports were given out in February, but there were changes since then, so Christine printed out the reports from the auditors that include these changes. There were three changes to Christine’s financial statements as a result of the audit, one being quite minor amounting to about $30. There were two changes of substance: one regarding income from gift cards. We have a lot of outstanding gift cards, including very old ones that possibly might never be claimed. When you are in that situation, you get to claim some of that as income, although the rules are complicated. Some of the more recently issued will also never be claimed, so that can be claimed as income also.
The provision for income taxes was the other substantial change in the reports.
Bruce had some questions about the member share equity fund, stating that he thought we should have more equity share money in that account. He took the total amount in the line item, divided it by $60 and came up with a little over 2400. We have over 8000 members. He wondered where the rest of the money was.
Christine explained that the money was used for equipment and fixtures in the store. The member share equity funds have been used, for example, to buy coolers. The idea is that if the store were to close down, we would sell the coolers (and other items purchased) and then use that money to refund the member-owners.
Ann asked what would happen if 20 people requested their membership fees returned. Christine explained that the money would come out of the cash reserves.
Ann proposed to accept L.4 report, Bruce seconded and the motion carried 7-0.
Financial Matters – Lesley reported that she was pleased with the auditors and thought that a full audit was definitely necessary, especially with a change in financial managers. We should possibly consider doing full audits every other year instead of less frequently.
The auditors’ report could not be approved as it was just received. Matthew suggested reading it and accepting it via email. Lesley needs the approved auditors’ report by March 31, to be ready for printing for the annual meeting. Patti will send a reminder on Friday to read the report, and then send a survey that same day asking people whether or not they approved the report.
Approve Ken King Award Winner – Keegan proposed to approve the winner as discussed in emails, Bruce seconded and the motion passed 7-0.
Annual Meeting/Elections/New Director Orientation – The New Director Orientation needs to be on the April meeting agenda. There ensued a brief discussion regarding some board members being unable to attend April meeting. Leah reviewed what is due in April and May.
Silvio’s pizza has been confirmed. Our kitchen will do salads, and the bakery will provide desserts.
Meet and Greet for Candidates—will there be one? When will it be? There really wasn’t anyone in attendance last year, as we just had a table set out and not really publicized. Lesley would prefer to have an actual event, email out an announcement, and then have all of the candidates present to talk to attendees. Decided on Tuesday, March 29 as the date, beginning at 7pm. Lesley will organize this.
As to annual meeting, Lesley suggested a schedule as follows: music as people enter at 6:30, president will welcome everybody, Ken King award presented, eat dinner and chat, election results announced, treasurer’s report, president’s report, GM’s report, the PFC history book presentation and book, member business (facilitated by Gaia), close.
Bruce pointed out that some people are not going to get elected to the board, and this could be awkward.
Since the final paper vote count is on Sunday at 10am, we can let people know after that. Gaia will be the board member to make the announcement via email. He will stress that the candidates need to keep the information confidential until officially announced.
We are collecting member topics for the meeting, but the sheet where people wrote their ideas keeps getting taken down. This is a common problem with items that are hung on the bulletin boards near the entrance. Various ideas for combatting this problem were discussed. Lesley will let employees know to key an eye on the list on the bulletin board. There should also be a notice that a prior list was taken down and if one wrote on it previously, one may want to rewrite his or her item.
We are getting comments about senior discounts. Lesley will address it in her report and do a Q&A.
There was discussion about how to keep the discussions under control. The moderator has to manage the discussion, balancing giving people their say with keeping the discussion from getting unwieldy. Gaia wants to get the suggested items and contact information ahead of time so he can contact people ahead of time.
There was more discussion about the agenda, including whether or not to include the musical chairs game/mixer. It was ultimately decided that this would be time consuming and onerous, so the board opted to leave it off the agenda.
Lesley reviewed ballot counting instructions. She asked that the board members arrive at the annual meeting at 6:00pm.
CDS Contract: Leah clarified that this is on the agenda so if people were concerned about the CDS contract, then they could start investigating other alternatives well in advance of the contract coming due. Keegan said that we should hold steady for now, as we have just started working with Jade. There was a brief discussion about other options, but the general consensus was to not make any changes at this time.
Board Matters/Connection -- Ann would like to get a Board Matters out before the end of the month so as to keep members updated on the election, mention that audit was done, promote voting and annual meeting. Matthew will help with the writing.
Visioning – Ann asked if we could do things quarterly, such as focusing on policy review quarterly instead of at every meeting. This would free up time to talk about other things. There was support for this idea.
Retreat -- Keegan sent out a Doodle poll asking people when they could meet for a retreat. Saturday, May 14th was a day when everyone could meet for a retreat (eight positive replies). This is also Member Appreciation Day. June 18th was also a possible date—with five people saying yes and three saying “if necessary”. Jade has tentatively set these dates aside.
Calendar Check-in/Future Meetings—The April meeting will be on April 27. Leah cannot make that date. There was discussion about a permanent meeting place. The library at Community High is available, but many would like to stay at the church at least for the time being. Per Rebecca Kanner’s email, the secretary is the person who is responsible for finding a location for the meeting; however, Ann will check with the church to see if they are available on that date.
Looking Ahead – Next month there will be the L.1 report from Lesley, G.4 and M.3 syntheses from the board members, we will approve new G.3 language, arrange for new director orientation, and designate new committee members.
Task List – Lesley will set up the new Google groups, Ann will check with the church about meeting on April 27, Gaia will write up the synthesis of G.4, no one has volunteered to do M.3, so we will need a volunteer, Leah will write up the language for G.3, all board members need to read the auditors’ report and vote on their approval.
Meeting Evaluation:
· Pleasant place to have a meeting, but we meandered a bit after the break
· Doesn’t like having the break in there
· Didn’t have expertise in many parts of the meeting
· Doing really well as a board, have had a number of good meetings
· Thanked guests for coming
· Got a lot done
· Another nice meeting, happy to see everyone
· Good to discuss details about the annual meeting
· Overall was a good meeting, but feels like there may be a way to trim off some of the conversation to get more efficient
· Likes the idea of the quarterly schedule for policy review
· Glad that candidates attended
· Informative, and very mellow
· Please remember to get out the vote!
· Nice to have a relaxing meeting
· Thanked Keegan for getting us this room
· In addition to getting out the vote, please encourage people to attend the meeting
Adjournment – Ann adjourned the meeting at 9:13.
Respectfully submitted,
Leah Hagamen, Board Secretary