WHOLE FOODS COMMUNITY CO-OP, INC.
Minutes of FEBRUARY 2007 Meeting of Board of Directors
As approved by Board of Directors on March 26, 2007
DATE: February 26, 2007
TIME: 5:30 PM
LOCATION: 610 East 4th Street
Attended by: Theresa Koenig, David Helf, Erik Hahn, Jean Sramek, Lynn Fena, and Terese Tomanek. Also present: Sharon Murphy, General Manager. Jeri Brysch was unable to attend this meeting.
Motion, seconded and carried is abbreviated as MSC, followed by the names of the maker, second and vote tally. U = unanimous vote.
Jean called the meeting to order at 5:38 PM. David Helf served as timekeeper. Board members were prepared and no conflicts of interest were noted.
Jean declared the Board in closed session at 6:02 PM.
Jean declared the Board no longer in closed session at 6:05 PM.
OPEN SESSION
Member Linkage –
Ø In the event of future roof leaks, the Board recommended a sign in the entry advising customers that efforts are underway to resolve this pesky problem.
Ø Sharon distributed transcripts of PBS reports on Whole Foods Market.
Ø WFC’s Marketing Manager requested Board assistance in staffing WFC’s booth at the Women’s Expo at the DECC on March 1
IMPORTANT DATES
The Board will meet on the third Monday in May (May 21, 2007) to avoid a conflict with
Memorial Day, Monday, May 28, the fourth Monday in May.
REVIEW
Minutes - Board approved (MSU, Lynn, Erik) the Minutes of the January 22, 2007, Board meeting as submitted.
Management Report – The Board reviewed the February Management Report.
Membership Report – The Board approved (MSU, Theresa, David) 54 new members on the February Membership Report.
The Board approved (MSU, Lynn, David) three equity transfer requests on the February Membership Report. There were no Matching Funds requests on the February Membership Report.
The Board approved (MSU, Lynn, Erik) repayment of all pending termination requests listed on the February Membership Report pursuant to the following schedule as outlined in the February Management Report:
1) All those submitted from February 23, 2006, through June 30, 2006, by March 15, 2007,
2) All those submitted from July 1, 2006, through December 31, 2006, by May 15, 2007, and
3) All those submitted from January 1, 2007, through the date of the February Membership Report, by June 30, 2007.
Total member equity refunds approved = $4,330.00.
Income Statement – The Board accepted the January 2007 Income Statement.
Compliance Reports – The Board took the following actions:
D2 Board Job Products (David) – barring objections, accepted as submitted.
B6 Communication to the Board (Sharon) – barring objections, accepted as submitted.
B4 Financial Condition (Sharon) – barring objections, accepted as submitted.
D3 President’s Role (Jean) – carry over to March agenda.
Board Calendar – Management is drafting a customer/member survey based on questions submitted by the Board and the Management Team and on a review of recent surveys by other co-ops. A draft of this survey will be submitted to the Board by May.
Erik scheduled a Food Policy Committee meeting for Tuesday, April 10, 2007, at 5:30 PM at WFC. Other members of the Food Policy Committee are Jean, David and Sharon.
Committees – Notes from the Bylaws Committee meeting on January 24 were included in this meeting’s packet. The ad hoc committee on Board compensation did not meet in February. The GME Committee met in February; Jean reported on the time line for reviewing and approving the General Manager’s contract.
Old Business – There was no old business on this meeting’s agenda.
New Business – Jean assigned the following Board compliance reports due in March:
Ø D6 Board Meetings (Terese)
Ø D9 Minutes Procedure (Erik)
Ø D12 Search Committee (Jeri)
Proposals – Lynn proposed establishing an agenda and setting a Membership Committee meeting soon.
The Board approved (MSU, David, Theresa) amendment of Policy D2 Board Job Products as follows:
POLICY D2: GOVERNANCE PROCESS
BOARD JOB PRODUCTS
The job of the Board is to make certain contributions that lead the organization toward the desired performance and assure that it occurs. The Board’s specific contributions are unique to its trusteeship role and necessary for proper governance and management.
Consequently, the “products” or job contributions of the Board shall be:
1) The sustainably productive link between the cooperative and its owners.
2) Written governing policies which, at the broadest levels, address:
2.A Ends: organizational products, impacts, benefits, outcomes (what good for whom at what cost.
2.B Executive Limitations: constraints on executive authority which establish the prudence and ethics boundaries within which lie the acceptable area of executive authority, decisions and organizational circumstances.
2.C Board-General Manager Relationship: how power is delegated and its proper use monitored.
2.D Governance Process: specification of how the Board conceives, carries out and monitors its own tasks.
3) The assurance of General Manager performance (against policies 2.A and 2.B above).
4) Progress on annual goals:
4.A Support efforts to achieve profitability
4.A.1. Sales growth
4.A.2. Membership growth
4.A.3. Support General Manager to focus on profitability
4.A.4. Be clear on Board’s role
4.B. Understand members
4.B.1. Management develops survey with Board input and review by
Cooperative Development Services (CDS)
4.B.2. Mail survey in Annual Report (August 2007) with incentive (e.g.,
drawing for gift certificates) to complete
4.B.3. Apply results to strategic planning process (e.g., 2008 Business Plan;
Board goals for 2008)
4.C. Continue work on update of Articles and Bylaws
4.C.1. Develop proposal for Board compensation
4.C.2. Develop plan to resolve issue of abandoned equity
4.C.3. Develop proposal to support elimination of paper stock certificates
4.C.4. Establish approval process time line
4.C.4.a. Bylaws Committee work done by June 2007
4.C.4.b. Legal approval done by July 2007
4.C.4.c. Board approval in August 2007
4.C.4.d. Start member education at Annual Meeting in Sept. 2007
4.C.4.d.1. Announce member forum dates
4.C.4.d.2. Gazette articles
4.C.4.e. Ballot mailed to members in Nov. 2007 or Jan. 2008
4.D. ENDS Policy review (July)/strategic thinking/external environment
4.E. Timing and format of 2007 Annual Meeting
4.E.1. Sunday, September 16, in the afternoon
4.E.2. Tasting Fair/no formal meal/samples/organic wine samples
4.E.3. Candidates introduced and opportunity to turn in ballots at meeting
4.E.3.a. Election results not announced at Annual Meeting
4.F. Succession planning for offices of president and treasurer.
4.F.1. Discussion at February Board meeting re monitoring D3 President’s Role
This policy will be monitored annually by internal report in February.
Following a brief evaluation, the meeting adjourned at 7:35 PM (MSU, Terese, David).
Respectfully submitted,
Sharon Murphy, General Manager