Hendersonville Community Coop Board of Directors Meeting
715 S. Grove Street, Hendersonville, NC
March 25, 2014, 6:00pm
Board Present: Thomas Beckett, Steve Breckheimer, Miriam Farris, Joan Kennedy, Laura Miklowitz, Susan O’Brien, Michael Reim, Laura Smith Williams, Carolyn Widener
Board Absent: none
Staff Present: Damian Tody, GM
Other: Allison Perrett, ASAP; Liz Malloy, administrative assistant
Moment of Silence
Announcements
· Thomas Beckett will lead a study group on cooperatives this Thursday in the HCC Deli at 6pm.
· Birthday wishes were extended to Liz Malloy and Damian Tody.
Approval of Agenda
· By consensus, the Board approved the meeting agenda with the one change: Under Governance, move Board Retreat to end of section.
Owner Comments – None
Study & Engagement
· Allison Perrett with ASAP’s Local Food Research Center provided an update on regional agriculture trends and implications. A copy of her powerppoint presentation will be emailed to the board.
· The study topic for April: A “safe conversation” on what the Board has learned and what it can do to help local farmers.
· Miriam Farris will submit an article for the next Organic Press, by April 9th.
Consent Agenda
· By consensus, the Board accepted the Operations/Financial Reports, Board Job Descriptions, Guidelines for Dividends/Preferred Shares and the February minutes.
GM Report
· Capital Campaign/Expansion Report – Damian is in final conversations with lenders on terms. Staff training timelines will be added to the expansion report closer to the store opening.
· Building Committee – Damian reviewed the Cooper Construction contract letter and preliminary construction schedule. Building permits are in process.
Policy Governance Review
· GL4. Communication and Support to the Board: In compliance on 8 of 8. Information on store trends, basket size, departmental sales to be included in future reports, as available.
· BP8. Board Owner Linkage (Engagement): In compliance. Referred to Board Operations Committee for editing/revisions.
· BGM4. Delegation to the GM: In compliance. Referred to Board Operations Committee for editing/revisons.
HCC Board Minutes/ March 2014
Page 2
Governance:
· Committee Reports – The Board Development Committee has updated the board recruitment brochure and is working on board retreat topics. The Owner Engagement Committee discussed the possibility of setting up a scholarship fund to help low income families or individuals become co-op owners. The committee is also updating the Board Bulletin Board and working on owner engagement events, including the Summer Picnic (new location). A Cooperative Study Group will be held monthly in the deli, starting Thursday, March 27th . Damian pointed out the need for clarification on Board-Owner events hosted by the board versus those held by Operations/staff. The committee assured that this would be monitored, following existing board guidelines. The Board Operations Commmittee is working on a review/revision of Board Policies and the GM Evaluation/Compensation process.
· Committee Charters - by consensus, the Board approved the Owner Engagement, Board Operations and Board Development Committee charters, with the edits discussed during the meeting. Steve Breckheimer will distribute final edited copies of the charters.
· Steve distributed a revised board calendar for review and will email the updated version later.
· Guidelines for Executive Session - the Board accepted the guidelines, which will require ongoing procedure tweaks.
· Guidelines for Owners Attending Board Meetings – the Board accepted the guidelines. Guest seating and other logistics will need addressing. The Board should send any comments/concerns to Steve or Michael Reim.
· GM Evaluation & Compensation Process - Steve and Laura Smith Williams are working on editing the process document. The six-month Monitoring Summary Report will be shared with the Board at the April meeting. By consensus, the Board agreed that the monthly Expansion Project FYI Report would not be included in the GM Evaluation/Compensation review.
Executive Session: 8:20 pm – 8:40pm to discuss real estate loan matters.
· By consensus, the Board authorized Damian to proceed, as he sees fit, with demolition at the building site, and to access related funds from the expansion account. Campaign packet documents will be updated for continued fundraising through 2015.
· Board Retreat - The Board Development Committee will send out possible topics for the May 31st Board Retreat.
Meeting adjourned at 8:40 pm.
The next monthly board meeting will be April 22, 2014.
Submitted to S. Breckheimer for clarification review on April 1, 2014
Edits by S. Breckheimer, L. Miklowitz & S. O’Brien on April 2, 2014
Respectfully submitted to full board by Liz Malloy on April 6, 2014
Board approved on April 22, 2014