Whole Foods Community Co-Op, Inc

WHOLE FOODS COMMUNITY CO-OP, INC.

Minutes of FEBRUARY 2009 Meeting of Board of Directors

As approved by Board of Directors on March 23, 2009

DATE: February 23, 2009

TIME: 5:30 PM

LOCATION: Whole Foods Co-op, 610 East 4th Street, Duluth, MN

Attended by Board members: Alison Champeaux, Lynn Fena, Mark Friederichs, David Helf, Theresa Koenig, Linda Magni, and Heather Murphy. Also present: General Manager Sharon Murphy.

Motion, seconded and carried is abbreviated as MSC, followed by the names of the maker, second and vote tally. U = unanimous vote.

OPEN SESSION

President Lynn Fena called the meeting to order at 5:35 PM. Linda was appointed timekeeper. Board members were prepared and no conflicts of interest were noted.

IMPORTANT DATES

Heather, as chair of the Food Policy Committee, announced a meeting date of 5:30 – 6:30 PM on Monday, March 30, 2009, for this committee to review management’s annual Food Policy Compliance Report.

REVIEW

Minutes – The Board approved (MSU, Linda, Theresa) as submitted the Minutes of the January 26, 2009, meeting of the Board of Directors.

Management Report – The Board accepted management’s recommendation to adapt the National Cooperative Grocers Association shopper survey template for WFC’s 2009 Owner/Shopper Survey. The Board asked that the survey be mailed to Owners as part of the Gazette and be available in printed form in the store for customers. The survey can also be completed electronically through a link to Survey Monkey; this link will be posted on WFC’s web site as well as in the Gazette, at the Customer Service Counter, and, if feasible, on a public-access computer terminal in the seating area.

Sharon distributed a memo with final outcomes of mortgage modification negotiations.

All parties signed the required documents today.

The Board authorized Sharon to contact the Board of the Bemidji Co-op regarding their attendance at a WFC meeting after April 2009.

Membership Report – With respect to the February Membership Report:

§  MSU (Heather, Mark), the Board approved 47 new Members and

§  MSU (Heather, Linda), the Board approved repayment of all pending equity redemption requests in the order received, subject to any indebtedness owed to WFC, and, beginning in February 2009, at a rate not to exceed 50% of new equity received in the previous month.

Financial Report – The Board reviewed the January 2009 Income Statement. Sharon noted that sales growth to date in February is averaging 4.7% with a goal of 12%.

Compliance Reports – Barring objections, the Board accepted:

§  David’s Compliance Report on Policy D2 Board Job Products with the direction to include a proposal on the April meeting agenda to update the goals and monitoring date sections of this policy and amend the Board calendar and governance monitoring schedules accordingly

§  Lynn’s Compliance Report on Policy D3 President’s Role

§  Sharon’s Compliance Report on Policy B4 Financial Condition and

§  Sharon’s Compliance Report on Policy B6 Communication to the Board.

Board Calendar – Establishing Board goals for calendar 2009 will be on the agenda for the March 21 Board retreat.

COMMITTEES

Sharon distributed notes from the February 19 meeting of the ad hoc Committee to Plan the 2009 Annual Owners Meeting.

OLD BUSINESS

The Board approved (MSU, Heather, David) proposed amendment of Policy B5 Asset Protection as follows:

…4) “Fail to conduct annual outside financial audit in even-numbered fiscal years (e.g., FY 2008, FY 2010).”

NEW BUSINESS

Lynn assigned the following March Compliance Reports:

Ø  D6 Board Meetings (Heather)

Ø  D9 Minutes Procedure (Theresa)

Ø  D12 Search Committee (Alison)

Lynn will write the Board Report for the May/June Gazette and Heather will write the

Membership Matters column.

VISIONING

Lynn reported on the retreat planning conference call with CDS Consultant Thane Joyal and distributed copies of pre-retreat reading materials. The focus of the retreat will be reviewing WFC’s ENDS with respect to input since October 2008 from the Board’s meetings with Owners, local

growers, and community groups regarding how can we combine our unique resources to assess the food production needs of our community and expand our local/regional food system.

The Board reviewed logistics and format for their upcoming dinner with WFC’s growers.

Heather advised that the notes from the meeting with former Board members on November 10, 2008, have now been edited and categorized.

PROPOSALS

Throughout this meeting, documents reviewed were available on screen from WFC’s secure wiki site for Board meeting materials. For at least the next two meetings, the Board requested that:

§  Meeting packets continue to be printed and mailed at least five days in advance of the meeting; Board members will bring their packets to the meeting and leave them at WFC for recycling.

§  Meeting materials will be posted on the wiki site in advance of the meeting, as individual pdf files within that month’s folder and as one pdf.

§  Meeting materials be archived indefinitely on the wiki site for reference.

§  A screen shot of materials during the meeting is not requested.

Following an evaluation, the meeting adjourned at 7:52 PM (MSU, Alison, David).

Respectfully submitted,

Sharon Murphy, General Manager