Maple City Market

Board of Directors Monthly Meeting

MondayMay 20th, 2013. 5:30-9:30

Location: FirstEnglishLutheranChurch at 5th & Madison Goshen

Attendees: Phyllis Miller, Myrna Burkholder, Jill Weaver, Ben Beyeler, Brian Wiebe, John Frybort, Kum Ng

Absent: Vyv Dunlap

Others Attending: Jim Lehman, Margaret Easton, Alex Holtz, Josiah Metzler, Bob Rademaker, Max Barkdull, Rachel Beyeler-Jimenez, Hannah Livengood

Board: Share Meal / TeamBuilding: (5:30)

  • The Team shared a wonderful dinner provided by the Deli.

Meeting begins: (5:45)

Board Education / Visioning:

  • Video: Miyoko Shida – Power of Concentration
  • Reflection followed utilizing 6 questions.
  • Thoughts were shared by many in attendance. Special comments by Ng

Preliminaries:

  • Declaration of quorum and commitment to stay on task
  • Approve / Amend Agenda:
  • Request to add G.7 Governance Investment to Board Decisions for proposed change in language
  • Request to add to the consent agenda:
  • 2013 Annual Meeting Minutes
  • Request to remove from Consent Agenda and move to Board Decisions
  • X9 Board Logistical Support
  • X10 Emergency GM Succession
  • Proposal to change R4 Monitoring Management Performance
  • Motion: Agenda approved with these changes(PM moved, MB second)
  • No discussion
  • Vote 6/0/0, Motion passes

New Business / Community Concerns

  • None

Consent Agenda:

  • Consent Agenda Items:
  • Minutes of April 2013 Board Meeting
  • Motion: Approve Consent Agenda (JW moved,PM second)
  • No discussion
  • Vote 6/0/0, Motion Passes

Board Decisions:

  • Motion to accept 2013 Annual Meeting Minutes (JW Moved, MB second)
  • Discussion included a request for an article for the newsletter due July 15th. Myrna and John will work on this Action Item
  • Vote: 6/0/0 Motion passes
  • G.7 Governance Investment. Request to add “November” in last line replacing “[month]”
  • Motion: Approve to approve language change (JW moved, PM second)
  • No discussion
  • Vote 6/0/0, Motion Passes
  • X.9 Board Logistical Support. Motion to not accept with consequences due to lack of sufficient data.
  • Necessary tools for Board activities and communication: bulletin board, website, mailings, O/M contact list
  • With consequence of re-monitoring in 2 months (July)
  • Motion: Non acceptance with consequences (JW moved, PM second)
  • Discussionwas added regarding re-monitoring in 4 months vs. 2 months. Agreed 2 months (July)
  • Vote 6/0/0, Motion Passes
  • X.10 Emergency GM Succession. Motion to not accept with consequences due to lack of sufficient data.
  • Need better explanation of Data Attachments
  • Not clear that the data met the interpretation
  • Motion: Non acceptance with consequences (BB moved, JW second)
  • Discussion added tore-monitoring in June
  • Vote 6/0/0, Motion Passes
  • R.4 Monitoring Management Performance.
  • Request to add additional point to require GM Monitoring reports submitted for Board review 2 weeks prior to Board Meeting
  • Motion: Accept new language to R.4 (JF moved, JW second)
  • Discussion. Noted typo.
  • Vote 6/0/0, Motion Passes
  • X.6 Staff Treatment.
  • Acknowledgement that X.6 changes were voted approved via email since last meeting. (see policy register dated 5/02/13 in Dropbox)
  • Motion in this meeting to now move the language in X.6 related to Customers (8.b) to the X.5 Treatment of Customers. Also move point #9 to R.2 Accountability of General Manager.
  • Motion: Accept new language changes (JW moved, JF second)
  • No discussion
  • Vote 6/0/0, Motion Passes
  • X.9.1.a. Motion by BB to remove this clause as this is a function of the board not the GM. Second PM
  • No discussion
  • Vote 6/0/0 Motion passes
  • Parking Lot request
  • Brian shared the request from the City including a proposed diagram. Preliminary request is for $10,000 over 4 years ($2,500 x 4 years)
  • Motion to accept proposal (BW moved, JW second)
  • Discussion:
  • We would require it is contingent on other businesses contributing as well
  • Request to City to include additional enhancements that will benefit the Market (like the current parking improved as well)
  • Promote environmentally friendly surface. Brian shared that a porous surface will be used with a channels under for easy run-off
  • Does require board approval as is >$4,000
  • Question to Ng regarding the impact operationally of $2500 per year. Ng confirmed this would be an investment not just an operational expense. Increased community involvement to be a part of the project. Also will increase access and capacity to the market. Enhancing growth.
  • Vote to give $10,000 to the project 1/5/0 Motion not passed
  • Brian and Ng will follow-up with the City for clarification and additional requests. Will communicate outcome to Board via email for future approval Action Item
  • Phyllis reviewed the GM Monitoring Report Schedule
  • Does not replace Board Calendar but is a schedule for when reports are due to Brian and Phyllis. They will continue to provide report process until no longer needed. Not to be seen as permanent.
  • Reports submitted then to the board 2 weeks prior to the board meeting for board review.
  • This provides clear timeliness expectations for Ng. Also can see more clearly future reports so can start work more timely
  • Respects the board processes to allow enough time for review prior to the board meeting
  • Splits Ends reporting to report a portion (one of the 3 significant sections) each month. With a final (whole policy) report annually
  • No board approval needed.
  • Jill presented request from Vyvian Dunlap for immediate resignation from the Board.
  • Motion: Accept Vyvian’s resignation (JW moved, PM second)
  • Discussion – will accept resignation for the end of June. Allowing a leave from the board responsibilities from now through June
  • Vote 6/0/0, Motion Passes
  • Presented second Motion: Appoint John Frybort to complete Vyvian’s term which is through June 2014.
  • Discussion – confirmed this is a board function per bylaws. Appropriate to appoint John as he has experience and knowledgeable of Policy Governance.
  • Vote 5/0/1, Motion Passes. John Frybort will continue on the board through June 2014.

Stretch Break

Discussion:

  • June 8th Local Foodshed / Transition Goshen event:
  • MCM is participating with a table. Event is 10-1. (setup 8-10 by operations)
  • Reception follows from 1-2.
  • Jill requesting feedback for who can participate from the Board Action Item
  • John will be initiating proposed changes to the G policy to clarify need for board confidentiality. He will send this via email Action Item
  • Jill reviewed the MCM Monitoring spreadsheet / graphs were provided and in Work Week Conversation for this meeting.
  • Request for Josiah to rename this spreadsheet to more clearly define it as the financial monitoring rather than Policy Monitoring Action Item
  • Board Retreat dates: After discussion will move the dates to Friday evening Sept 6 and all day Sept 7th. More details to follow.
  • Bylaws update still needed by Ben – Action Item
  • Corporate Status Update from Jill (see packet)

Executive Session:

Closing:

  • Calendar review
  • Next meeting
  • GM:
  • E.1 Ends – whole policy
  • X Global Executive Restraint
  • Resubmit X.10 Emergency GM Succession
  • Board:
  • R.4 Monitoring Management Performance
  • The meeting was moved to adjourn. Adjourned at9:30

Submitted by

Phyllis Miller, Secretary

6/18/13

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