ELFCO Board meeting DRAFT

August 8, 2017

Present: Michele Bridges, Marshall Clabeaux, Peggy Cunniffe, Yelena Kalinsky, Julia Kramer, Kriss Ostrom, Heidi Porter, Lily Woodruff.

Meeting called to order at 7:08pm

This is the first meeting after all of the staff aside from Peggy have been laid off.

Minutes from last meeting approved.

Kriss is just coming to check in.

Staff Update: Peggy gave a list of current assets to Yelena. Peggy received unsatisfactory response from NCG. How much do they have in dividends to pay us. Barb does not agree with NCG on what we have. We still have a little equity in Frontier cooperative over $2000 (minus a 25% penalty if we take it out in a lump sum). Peace Quest want to know if we want to have a table at their annual event in September—need to decide by Sept 12. It appears that we need a 9th member of the board. Yelena will contact Steve André to see if he is still interested. We have a QuickBooks program. Bruce is still the person listed, which is causing Peggy problems. Peggy would like to request August 28-29 off work.

Lily motions to make Peggy (Margaret) Cunniffe needs to be listed as the primary contact for Intuit Quick Books. Yelena seconds. No one opposes.

Transformation/Board Discussion action:Peggy contacted Chris Wendell to postpone taking further action on ELFCO's pursuit of a Good Food Fund loan through Northern Initiatives. Northern Initiatives was asking for financial projections, and those we currently have are not adequate. Peggy reiterated the suggestion that between $500,000 and $800,000 would be needed to complete the project.They have a crowd funding person who would meet with us about raising money. He suggested that we hire a consultant.

Yelena met with Julia and Joan last week. Bill wants to rent the corner space, and we are not ready. Alternatives: putting the money in trust with the ANC for future food projects, returning money to owners.

Peggy: On dissolution we don’t have a lot of options unless we amend the by-laws. The coop can’t close unless 2/3rds of members vote by mail-in ballot with at least 20% participation. If it dissolves, money goes first to repaying members, then to supporting other local coops. 2,194 current members.439 people would have to vote, 290 people voting to dissolve. Article 4 of bylaws says we can do a 21 day ballot by mail, extend by another 21 days. Many members will be very upset.

We cannot send out a check until we know the person’s address and know that they will cash it. Consider asking owners to contact us with their current address if they would like a check sent to them, giving them 6 weeks to respond.

Kriss: Is there another possibility other than opening a store? Can we imagine other possibilities for ELFCO?Suggests that we need to think about how to dissolve other than through the by-laws.

There haven’t been other major project proposals.

There should be an owners meeting to discuss the dissolution of the co-op and any issues related to dissolution.We have to explain everything to the members at the meeting before voting.The board discussed whether ballots could be cast by both mail and email, but Kriss Ostrom pointed out that the bylaws provide only for balloting by mail.People can resign from the board whenever they want.

Yelena motions to discontinue pursuing the goal of opening a new store, and to bring a referendum about dissolving the coop to members at a member meeting. Julia seconds the motion. Roll call vote:

Julia: yes

Marshall: yes

Michele: yes

Lily: yes

Heidi: yes

Yelena: yes

Member meeting should be in late Sept. Peggy will prepare for this. Ballots will go out after the meeting. Peggy will contact the lawyer about whether or not balloting can happen by email, then she and Julia will work on writing a letter to owners and send a draft to the board for review.

Yelena moves to adjourn meeting at 8:29pm.