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Board Minutes

Board Meeting Minutes September 2017

Jacob Titus

Board of Directors Meeting Minutes

September 26, 2017

Attending: Molly Moon, Nick Licina, Fred Myers, Chris Hebron, Myles Robertson, Mike Geglio

Absent: Eddie Forero, Danielle Meersman

Time

Topic

6:32

Preliminaries:

  • Agenda review

  • Minutes of last meeting reviewed

    • Mike has not yet completed collecting COI forms.  The forms need to be stored digitally in the Board’s Google space and hard copies will be stored at PPC.

    • Minutes of last meeting were approved and accepted

6:40

Owner-Member comments and discussion

  • Krista Bailey and Marsha Heck attended the meeting.  Krista presented 3 questions to the board.  She stated that other member-owners had approached her with similar questions after the board’s decision to change co-op management:

    • How are the recent actions of the board aligned with the stated vision, mission and values of the co-op? Do the actions indicate a shift in the vision, mission and values?

    • Is there a timeline for dealing with the confusion resulting from the change, and the subsequent impact on the staff, member-owners and larger community?

    • When will the financial implications of the decision be made public?

  • Krista said that she did not expect immediate answers, but she wanted to ensure that the questions were captured in the board minutes.

  • Marsha said that she attended in support of Krista, and did not have questions or statements of her own, except to recommend the benefits of restorative practice to promote reconciliation and promote healing in a community.  She noted that pain and confusion inevitably resulted from the board’s action, and her concern was that actions like this should be carried out in a way that builds community and strengthens relationships.

  • Myles spoke on behalf of a member-owner who could not be present.  The Citizens Action Coalition is working to raise awareness of a proposed I&M rate hike, and to organize opposition to it.  Information and petition forms will be left at the store for people to learn about the proposition and to register their disapproval.

7:05

Candidates to fill Board vacancies:

  • Member-owners Sarai Godwaldt and Charlene Rountree have both made known their interest in filling current vacancies.  They each submitted personal statements and met twice with Nick and Molly. Based on their interactions with the candidates, Nick and Molly endorsed them for membership on the board.  

  • A motion was made for Sarai to fill the vacancy created when Tama left.  All present approved.

  • A motion was made for Charlene to fill the vacancy created when Russ left.  All present approved.

  • Molly offered to notify the new board members and welcome them to the board (action item: Molly).

7:35

Candidate Election Packet:

  • Nick proposed that, in order to ensure that other agenda items were covered, this item be removed from the agenda.  Instead, since the documents are available in the Google drive, board members should review them and add comments to them for future discussion.  (action item: all)  All members present agreed.

7:40

Policy C7: Board Committees

  • Nick noted that the policy calls for charters for each committee, to ensure a common understanding of the purpose and deliverables and duration of each committee.  We discovered at a recent board meeting that we did not all agree on the purpose of the Finance committee.  Nick proposed that he meet with Danielle to develop a charter for the Finance committee. (action item: Nick)

7:44

GM Reports

  • Ends Statement interpretation: Myles used a slide show to step through his understanding of the Ends Statement and how he thinks the co-op measures up.

    • 40% to 50% of food sales are local products

    • Staff hourly pay are within the range considered ‘living wage’ by the city of South Bend

    • Management pay are not significantly higher than staff, which is probably not good for attracting and retaining managers

    • The co-op is focused on farms that use sustainable methods

    • The co-op does not have the reputation as a leader in the areas above within the community that it deserves

    • Myles noted that where necessary he will compromise in favor of financial health over locality and sustainability in order to maintain the co-op.  

  • B4 - Membership:

    • Myles considers that we are out of compliance in our public documents.  We do not do enough to make sure potential member-owners are aware that equity repayments may be withheld, depending on the financial status of the co-op.  People need to be fully aware of the risks when they join.

    • A 3 month membership drive will begin in October.  The goal is to recruit 57 new member-owners by December 31, or 19 new member-owners per month.  Front end staff will be the primary recruiters.  To reward the staff recruitment efforts, 10% of the new equity will be applied to some kind of staff (incl kitchen staff) event if the monthly goal is met.  The goal for the year is to reach $15,000 in new equity (currently at $7565, 64 member-owners).

  • Equipment:

    • Myles recommends that we acquire a new deli case.  He is shopping for a replacement of the same size.  The first estimate has come in at $10,000.  A new unit would be more energy efficient.  The current unit is 35 years old.  It has required maintenance a few times during the year because of inability to keep temperature within the necessary range.  This has resulted in some food waste.  The actual refrigeration unit is on the roof, and would not be replaced.  He intends to get more quotes.

  • Rising Stars seminar:

    • Myles reported on the seminar he recently attended.  40 participants, co-op managers from all over N America.

    • A CDS consultant was one of the presenters

    • Chief learning: personnel is the key to success

    • Next year, Myles would like to send the kitchen and front end managers to seminars

    • Myles wants to develop financial reports by store departments for analysis to see if any cannot be successful

    • Purple Porch needs to improve communication within the community

  • General Outlook:

    • Staff appears to be energized

    • Staffing in the kitchen is still a concern

    • Staff development is a huge priority

    • Efforts are underway to compile data for analysis from POS system

8:40

Closing

  • Mike to work on preliminary responses to Krista’s questions (action item: Mike)

  • Next meeting agenda items will include the following items:

    • Board education plan

    • Board budget

    • The B1 Financial reports

8:45

Meeting adjourns

Board Meeting Minutes August 2017

Jacob Titus

Attending: Molly Moon, Nick Licina, Eddie Forero, Greg Koehler, Danielle Meersman, Fred Myers, Chris Hebron, Mike Geglio

Absent: none

Time

Topic

6:05

Preliminaries:

  • Agenda review

  • Minutes of last meeting reviewed

    • Tama confirmed to Nick that she was resigning from the Board.  She said she would send an email to that effect.  Nick will follow up with her to ensure the letter is received.

    • Minutes of last meeting were approved and accepted

  • No member-owner visitors

6:10: Open Board Positions

  • People who expressed some interest in joining the board have each decided this is not the right time.  No serious prospects currently in sight.

  • Discussion on whether the number of positions required by policy (9 to 11) should be reduced to a more reasonable range, like 7 to 9.  This change would need to be approved by the member-owners.  Should Thane be consulted on this proposal?

  • One prospect had suggested that the board make up should be evenly distributed by gender.  Currently there are 5 men and 2 women, but in the recent past women outnumbered men.

  • Nick will develop a formal position description (action item) and ask Greg to post it on the PPC website. We could also email the description to people who recently expressed interest at the August 2 Market Night event.

  • Suggestion that board members staff market nights after the notice goes out to answer questions and take names of interested member-owners.  Chris noted that he is available most Wednesdays.  The rest of us can volunteer for the event nights.  September 6 volunteers (action item):

    • 4:30 to 5:30 Nick

    • 5:30 to 6:30 Molly

    • 6:30 to 7:30 Danielle

6:30: Conflict of Interest forms:

  • Mike brought forms for people to sign, after which he would copy/email the images for storage in the Board folders.  However, only the front side of the 2 sided form had been copied on each sheet.  Mike will email the form to all board members (action item).  The forms can be physically returned to him, or copies of signed forms can be emailed. (emailed 8/23)

6:35: Revision to B9

  • B9 form needs to be updated, both as a result of Myles’ resignation but also to manage unforeseen circumstances.  For instance, if the GM and the designated manager are both unexpectedly unavailable for a period of time, who would ensure that the store was opened and that all necessary tasks were addressed?  Who would engage with the board if the situation was prolonged?

    • Discussion about the necessity of addressing this possibility.  Do we need a new sub-item for B9?  Probably not.

    • Greg states that there are sufficient people in place, but that responsibilities in these cases is not formally designated.  In an extended situation, they may not think to engage the board, or know how.  He agreed it could be useful to have a checklist of items that need to be done, along with names and phone numbers for critical people.

    • Eddie agreed to draw up a draft policy (action item)

  • GM corrective action items are typically due on the last day of a month.  If a board meeting occurs just prior to the end of the month, it may be a month before these items can be reviewed.  Greg will change the due dates for month end status updates to be the date of the board meeting in these cases.

6:58: Policy C3: Agenda Planning

  • The agenda matrix is the Board’s annual calendar.  This document identifies the reports that will be reviewed and the activities that will occur at each monthly meeting.  Board members and the GM can prepare for monthly meetings by looking ahead to see what’s planned in the agenda matrix.

  • There are two 2017 agenda matrix documents in the board Google folders.  Mike will remove both, and upload the latest version sent out by Nick in email. (action item)

  • The prior documents have been deleted.  The version sent out by Nick on June 21 is now located in the folder called

                    Board Meetings - Agendas, Minutes, Materials

             The document (link here) is named

                     2017 Annual Agenda Matrix Revised June 21.xlsx

            There is a 2018 agenda matrix there is apparently being prepared.

7:05: Ends Statements

  • Molly lead the discussion on the proposed final version of the board’s Ends Statements.  Suggestions on minor changes were offered, discussed, and some were accepted.  The final version is saved in the board Google folder called

                    Important PPC Documents

             The document (link here) is named

                     Ends Statements

7:35; GM Reports

  • B7: Communication to the Board

    • Consent agenda refers to status reports on responsibilities that are already delegated to the GM.  the presentation and the board’s approval in these matters is simply a means of communication.

    • The consent agenda will be a regular item on the board meeting agenda.  It is expected to require limited discussion, and probably take no more than 5 minutes.

    • The Decision Tree was followed to confirm that the B7 plan should be accepted.

  • B1 Policy Update Report

    • Greg reported that his projected Net Income + Depreciation for fiscal year 2017 would fall $2500 under budget.

    • Greg provided details as requested on the status of member-owner growth for the year.

    • The purpose of the Finance sub-committee was discussed.  Different expectations were presented.  The members of the subcommittee agreed that their understanding is that they are not assigned to produce any deliverable.  Instead, they provide a resource to the GM for improving the scope and format of his reports to the full board.  In order to simplify the reports to the board, the subcommittee can evaluate the summary figures provided against more detailed data.  Also, the subcommittee can act as a sounding board for the GM on proposals he is considering presenting to the full board.

    • Discussion about whether notes should be taken during subcommittee meetings and saved for reference.  Discussion about whether the subcommittee would benefit from a written charter, to eliminate confusion about their purpose.  Mike will provide summaries of future meetings, and save the notes in the board Google drive (action item).

    • Consensus not yet reached on whether a written charter is required.

  • GM reports that the co-op staff will soon be initiating an in-store member-owner recruitment competition.  Board support is requested.

  • GM presented a multiple phase business plan for the board’s review.  Items include changes to the store layout and physical organizationt; serving alcohol for in-store consumption; a made-to-order sandwich counter; and enhancement of the outside area, including an eating area.  Some of the latter would probably be eligible for a DTSB grant.

  • Phase 1 would include application for a liquor license, which would involve joining the downtown Dining Alliance.  The initial application cost would be around $2400, and probably take 4 months to receive approval.

  • Additional phases would probably require member-owner loan support.

  • In order to provide the detailed attention that this proposal deserves, the board agreed to meet again on Tuesday, Aug 29 at 6:30pm to discuss and evaluate this specific topic.

8:18: Meeting adjourns

Board Meeting Minutes July 2017

PPC Admin

July 20, 2017
Attending: Molly Moon, Nick Licina, Eddie Forero, Greg Koehler, Danielle Meersman, Fred Myers, Mike Geglio
Absent:, Chris Hebron

Executive Session:

  • Open Board positions

  • Board responsibilities

  • New schedule for Board meetings: 4th Tuesday of each month, 6:00 pm

June minutes reviewed and approved

No member-owner visitors

Board and Conflict of Interest:

  • Fred researched whether other co-ops place limits on the number of producers who can be on a board at the same time.  He wasn’t able to find any examples of restrictions, so recommended that we do not amend our bylaws for that purpose.

  • Policy Governance calls for board members to sign-off on COI disclosure forms.  Mike shared a sample COI form that he found on a support site for non-profits.  The consensus of the Board is that all should fill in the form and sign it, and electronic copies will be retained in the Board Google file space.  Mike adjusted the language of the form to refer specifically to the PPC, and the form can be found here.  Board members should sign the form and return it to Mike for scanning, or scan a signed form and sent the electronic copy to Mike.  The completed forms will be uploaded to the COI folder, which is located in the BOARD > Secretary Documents folder.  (Action item: Mike to bring copies to next board meeting)

  • This essay written by a lawyer on the board of a Minnesota grocery co-op is a description of board member legal responsibilities, including with regard to conflicts of interest, and is also located in the COI folder.

Ends Statement

  • Molly, Fred and Eddie collaborated on a proposed Ends Statement for the Board to evaluate.  After some discussion, members agreed to email edit suggestions to Molly, Fred and Eddie.  They will consider making adjustments to the document, and return with a final version for vote at the next board meeting. (Action items: Board member to email suggestions; Molly, Fred and Eddie to review them).

GM Q2 B1 Presentation

  • Greg provided the second quarter B1 update

    • B1.2 Net Income is now in compliance;

    • B1.3 Liquidity remains out of compliance, but the ratios have improved

    • B1.4 Solvency remains out of compliance, but the ratios have improved.

    • All other B1 items remain in compliance.

  • Discussion points:

    • GM sees overall progress as a result of his remediation plans

    • B1.3 and B1.4 will be out of compliance for many quarters, until the member-owner debt is finally relieved.  Continued progress is expected, but this will be a lengthy process..

    • PP needs to continue growing profitability so that when the larger portions of the member-owner debt come due, the cash flow can absorb the obligations

    • Lower staff numbers have helped with the cash situation, though this is not an intentional strategy.  However, bringing the staff numbers up to the desired level in a controlled manner will benefit our situation.

    • Liquidity is measured against current liabilities, debts due within a year.  Future years will be more challenging, especially 2020, as more member-owner loans come due.  However, the rate of saving money targeting loan repayment will increase over time to address this situation.

    • The steady increase of new member-owners each quarter has helped to grow our equity.  

  • The Board applied the Decision Tree review process, and the document was accepted.

  • Greg agreed to make minor adjustments to some B1 report formats and email the updated versions to the board.

GM Update on marketing:

  • Greg used this slide deck to present updates on the Marketing strategies, which were developed in collaboration with Myles Robertson and Jacob Titus

  • Emphasis in on social media use

  • Intend to demand high quality and creative methods.  Could cost extra, sometimes outside sources will provide the material

  • Focus on Trust Cycle: need to follow through - for instance, when arranging a special event, we need to deliver satisfaction so that guests will return, and continue to return, and build up trust in our products, which will help us to grow.

  • Suggestion from Molly - have a membership table at large events.  Greg saw value in this,, although he wants to be careful not to be too overbearing with event guests.

GM B5 and B6 updates

  • These reports are due in October, these are just updates

  • B5: responsiveness to consumer needs

    • Greg discussed development of survey results

    • Greg, Myles and Sabrina Hlawacz will review cafe sales data and adjust product availability.  Currently the kitchen is short staffed, so Sabrina is not able to invest as much time in planning and new product development as Greg would like.  Hiring reliable new kitchen staff is a difficult process.

  • B6 Staff Treatment

    • Working on employee manual and grievance procedures

  • Upcoming events

    • Aug 2: market night featuring Goshen Brewing and food truck

    • Aug 19, Art Beat

    • Sept 1, 1st Wednesday, market night, food trucks (no beer)

    • OktoberFest

Discussion of last 100 days

  • Progress review upcoming

  • Thane’s phone call this week

  • Suggestion for new standing agenda item: opportunity for open questions to GM about operations

    • Nick suggests that questions which might require preparation be emailed ahead of time to him

    • Suggestion that a document be created in the board Google space to collect questions. (Action Item: Mike to create)

      • New doc created here, called Board Questions.  Sample question provided.

Closing - review of agenda and action items

  • Has Tama formally resigned from the board (Action Item: Nick)

Meeting adjourns

Board Meeting Minutes June 2017

PPC Admin

June 15, 2017
Attending: Molly Moon, Nick Licina, Eddie Forero, Greg Koehler, Mike Geglio
Absent: Danielle Meersman, Fred Myers, Chris Hebron; Tama Crisovan indicated she will leave the board, not sure if it is official yet.

Executive Session:
Nick described discussions he had recently with Maple City Market regarding their last year’s experiences
Review of GM Corrective Action Plans
Review of board retreat preparations
Review of board calendar format changes

Items to add to next meeting agenda (Action Item: Nick)
Conflict of Interest forms and procedures
- Board officer roles

May minutes approved

Review and discussion of policy C4 - Board Meetings

No member-owner visitors

GM presentation of draft Long term Strategic Financial Plan
Greg had discussed the appropriateness of working on this document before the completion by the board of the Ends statement
5 year view, big points summarized:
Historical background included to provide context
Challenges faced by PP
Vision of growth possibilities
Marketing plan summary
Opportunities to collaborate with other co-ops
Financial projections for 5 years
Continued shift to local products seen, both in shelf space and RV %; currently around 50%, looking for 70% by 2020
The cafe is a great place to eat delicious, homemade style food; not extremely significant that the ingredients should be entirely local and organic
Interested in improving customer comfort: service and physical aspects of the cafe
Continue to lower environmental impact: recycling and renewable resources
Emphasis on profitability and financial sustainability of the store:
Considering removal of member-owner discounts (probably $1000 to 1500 monthly)
Improve staff efficiency
Avoid short term debt
Pay down member-owner loan
Consider a new capital campaign for improvements and new ventures
The value of PP to the South Bend community
Potential capital improvements, funded by new member-owner loans:
Ventilation in the kitchen (very hot in the summer)
New chairs for cafe
Repair floor surfaces (gouges and scratches)
Replace lighting with warmer, more attractive sources
By 2020, 3 season patio on roof
Rooftop garden
PVC solar panels
Seating and eating, alcohol served
PP product line development
By 2022, expansion of physical building
The move to emphasis on local products may cause a plateau in income, and the new rooftop patio would provide a boost in RV

Molly moved to accept the plan as meeting the GM probation requirement.  Decision Tree was applied, and the plan accepted.

GM  B2 Planning & Budget report presentation
Greg reported himself out of compliance, as he spent most of his time prior to this meeting working on the strategic plan, so the B2 was incomplete.  He pointed out that the Board budget had not been provided to him, and asked that the B2 be deferred to a later board meeting.
The consensus was that he should report to Nick next week on whether the report could be ready for the July board meeting.  The alternative suggestion is that it accompany the B1 due in October.

GM Presentation on Education Plan
Greg provided items that he intended to complete by the end of January
a list of on-line self-directed classes offered through the Indiana Small Business Development Center on business loans, financial projections, accounting and pricing strategies
Rising Stars seminar covering topics on natural foods stores; 3 days, out of town; depending on his evaluation of the program, it might be useful to send Myles next year.

Molly moved to accept the plan as meeting the GM probation requirement.  Decision Tree was applied, and the plan accepted.

GM Updates:
Greg confirmed that the credit card balance for the last month was paid in full;
Greg confirmed that $500 continues to be put aside weekly for member-owner loan payments.

The agenda for next month needs to include a review of the marketing plan that Greg provided in the strategic plan document (Action item: Nick)

Meeting adjourns

Board Meeting Minutes May 2017

PPC Admin

Board of Directors Meeting Minutes
May 18, 2017
Attending: Molly Moon, Danielle Meersman, Nick Licina, Fred Myers, Chris Hebron, Eddie Forero, Tama Crisovan, Greg Koehler, Mike Geglio
Absent: none

Agenda Review: no adjustments

Review and approval of last meeting’s minutes:

Open Member Time: Charlene Allison Rountree was introduced.  She is a coop member who is a small business owner.  She expressed interest in joining the board at some point in the future when she has more time available.

Board Roles
New member welcomed to the board: Eddie Forero.  Eddie attended the CDS Cooperative Board Leadership 101 session in Ann Arbor last week.  He will replace Nick on the Finance SubCommittee.
Officer elections:
Nick Licina, President
Molly Moon, Vice President
Danielle Meersman, Treasurer
Mike Geglio, Secretary
Russ Pierce and Eli Williams resigned from the board.  Tama indicated that she will probably leave the board in a month or two.

Discussion of Policies C2 - Board’s Job and D4 - GM Monitoring
C2: Review of board responsibilities.  
Discussion about recruitment of new members.  Documents on recruiting, qualification requirements and the nomination process have been borrowed from Maple City.  These need to be on next month’s agenda.(Action Item - Nick)
Discussion about duties of individual officers.  Some role definitions are in the coop’s policies and bylaws, but clarity would be useful.  We need to collect information from our documents and from the CDS library for later discussion. (Action Item - Molly)
D4: Review of board monitoring role.  As Thane noted in last week’s call, the board doesn’t get involved in the coop management, but has oversight responsibilities.  This requires asking lots of questions of the GM to gather the needed information.

Board Retreat - Thane sent a proposed agenda and some material to review ahead of time to those members who had participated in a conference call with her on Tuesday May 16, which will be distributed to the full board.  (Action Item - Nick)
The date most board members are available is Saturday, June 17.  We need to see if Thane can schedule to SB that weekend. (Action Item - Molly).  Back-up dates are June 24 and July 2.
Molly will meet Thane at the airport and Mike can provide a room for overnight.  We need to check on venues. (Action Item - Molly, Mike)

CDS CBL 101 Report
Eddie found the session useful.  He got good perspectives from listening to other coop members.  He watched to see how board members interacted with their GMs.  It appeared to him that successful coops have a shared vision.
Greg and Nick brought the issue of conflicts of interest to the board.  
Policy C5 states that each new board member needs to fill out a Conflict of Interest form.  We have never done so.  In addition, new conflicts are to be reported immediately.  Directors who have a known conflict with regard to a specific issue must abstain from the discussion and the vote.
Conflicts of interest can be business or personal.
Greg asked if it was appropriate for producers who sell to the coop to be on the board, acting as his employers.  Some discussion on whether producers should be on the board.  A suggestion that current producer/board members could be grandfathered, and producers would henceforth not be qualified to be on the board.  
Tama stated that some coop boards are producer boars, some are consumer boards, but ours is mixed, deliberately, because the diversity helps make a stronger board.  General agreement across the board on this point.  A suggestion that the bylaws should be amended to ensure the board composition always have a minority of producer members. (Action Items - Mike: research CDS Conflict of Interest templates; Fred: review bylaw modification to include producer/ board limitations in the interest of transparency; Nick: next meeting, include board election process as an agenda item)

Review of GM Reports.  Greg prepared several documents for distribution.  He used a slide deck to present his reports.
B3 - Asset Protection, Greg found minor compliance problems with sub-policies 1, 4, 5 & 6.  All necessary insurance has been acquired, the failings are primarily insufficient documentation or review of status by 3rd party.  Greg plans to follow through with completion of policies documentation and arranging for review of coverages for the October board meeting.  A coop member who is a retired insurance agent was identified as a possible resource for the review.  Greg will research and complete the PCI credit card security compliance by end of the calendar year.
Communication: Greg proposed standards for board / GM communications and response times.  He suggested that the board president be the primary contact between the board and the GM outside formal meetings, and that board members remember that to some extent they are always in that role when interacting with the GM
Phone: non-emergency: GM commits to one hour return call during the week; Monday morning for week end calls.  Urgent: GM will respond as soon as possible when multiple calls occur and a voice mail is left.
Emails and texts: GM will respond by the following business day.
GM requests meetings be scheduled and include an agenda as opposed to spontaneous events.
Reports: GM will work with finance subcommittee 2 weeks prior to board meetings.  GM will submit documents for board meetings 5 days in advance.
Plans: GM will request feedback from the board ahead of implementing plans that affect the financial well being or the public perception of the coop or coop staff treatment.
Member-Owner loan payback schedule: Greg presented a plan to save for and payback member-owner loans by 2022.  Currently the coop has about $3400 put aside for this year’s loans, and saves $500 weekly for that purpose.  $21,500 comes due this year.  $6000 has been renegotiated, and $15,500 is scheduled for payback.  The total amount scheduled for payback by 2022 is just over $151,000.
B9 - Emergency GM Succession Plan (draft, due by end of May), Greg designated Myles Robertson as the interim GM.  The succession plan calls for the Designated GM to receive basic training on Board/GM functionality, attend the CDS CBL 101 each year, attend 2 board meetings per year (one a quarterly B1 presentation, one a different B-level presentation), and annually meet with the GM to discuss board meetings.  The DGM will assist in preparing one B1 a year, and annually help update the B9.  Once per year, the DGM will perform an assessment of self-confidence in acting as GM.
A quick comparison of April 2017 financials and April 2016.  Total income, gross profit, assets and equity are all up; liability is down.  All positive indicators.
The Decision Tree was followed to review the GM’s findings for items 1 and 2.  In each case, the reports and the remediation plans were accepted and approved.  Item 4 is not due for completion until the end of May, and a board evaluation of the final product will occur at the next meeting.

Executive Session

Meeting adjourns

Board Meeting Minutes April, 2017

PPC Admin

April 20, 2017
Attending: Molly Moon, Danielle Meersman, Nick Licina, Fred Myers, Chris Hebron, Eli Williams, Tama Crisovan, Greg Koehler, Mike Geglio
Absent: Russ Pierce


Agenda Review: no adjustments

Review and approval of last meeting’s minutes:

Open Member Time: no guest members are in attendance.  

Review FY17Q1 B1: Financial Condition of co-op; Greg used a PowerPoint deck to lead the Board through the B1 review.  Detailed information is in the linked documents.  Primary points are summarized here:

1)     As with FY16 Annual Summary B1, sections 2 (net income), 3 (liquidity) and 4 (solvency) are out of compliance.  All other sections are in compliance.
 
2)     B1.2 The GM must not allow operations to generate an inadequate net income.
a)     To smooth out distortions, Greg is using net income + depreciation.  The target is 3% of sales; the 1st quarter measured below 0%
b)    Remediation plan for kitchen include the following:
i)      Increase margin minus labor (keep more of the price we sell at) for cafe and prepared food
ii)     Reduce labor
iii)    Increase sales: work with kitchen mgr to eliminate low margin products and find new products
iv)    Decrease food costs
3)     Remediation plan for store include the following:
a)     Increase MML for grocery and produce
b)    Reduce front labor
c)     Reduce produce labor
d)    Increase sales
4)     Additional items include
a)     Bookkeeper starting May 1
b)    Formal marketing plan
c)     Improved hiring and training
d)    Product margin analysis
e)     Track budget-to-actual monthly
f)     No new spending
 
5)     B1.3 The GM must not allow liquidity (the ability to meet cash needs in a timely and efficient fashion) to be insufficient.
a)     Cash is low, and current liabilities are high.  The Current and Quick Ratios are both below target values.
b)    Remediation plan includes the following:
i)      Pay off credit card fully each month
ii)     Decrease member-owner loans; 5 year plan submitted showing planned weekly set aside ($500 in 2017; $600 in 2018; $700 in 2019; $750 in 2020 and 2021) restricted to loan payoffs.  Where possible, some loans will be rescheduled or converted to store credit.
iii)    Increase current assets
(1)   Increase wholesale accounts with local restaurants
(2)   Increase net income
 
6)     B1.4 The GM must not allow solvency (the relationship of debt to equity) to be insufficient.
a)     The Debt to Equity ratio is 4.3, above the target limit of 3.0
b)    Remediation plan includes the following:
i)      Continue to reduce long-term debt
ii)     Increase new member equity
 
The board used the decision tree to assess the B1 report and remediation plans.  Before voting on the merit of the plans, Chris asked the Finance subcommittee if the monthly meetings have made them comfortable with the reported numbers and the merit of the plans.  Members of the subcommittee affirmed their support.  The board voted to accept the B1 report and the plans.

Action Item: Mike will schedule monthly Finance subcommittee meetings with the GM for upcoming months.

Board Education: Blue Zones
Rick Zeeff, the Beacon Health Community Well Being Coordinator explained the local Blue Zone projects.

Rick has been working in his current position for 1.5 years
Dan Buettner researched communities around the world where populations averaged longer life spans.  He wrote a book called The Blue Zones Solution describing his findings:
Genetics are not a primary factor
Focus is on external environment
Natural movement and activity
Outlook (multi-generational interactions, living with purpose)
Eating wisely
Forming supportive group bonds
Community experiments have shown that incremental progress in these areas have positive health impacts on community members
Beacon is working to initiate Blue Zones in South Bend and Elkhart
Rick described the areas of community focus and effort and support
Rick suggested that Purple Porch is a natural partner in the effort.  He suggested that PPC could collaborate by educating people on buying, preparing and eating healthy foods in the store and at community events
Rick sees benefits for stores and restaurants that qualify for Blue Zone certification as the movement progresses
Rick is currently working to raise $1M from local businesses and from foundations.  This will be used to hire staff who will coordinate volunteers and organize events.  He believes in a few months he will be ready to start working on the Elkhart Blue Zone.

Review B5 - B6 Monitoring Reports on Consumer and Staff Treatment
Greg found necessary improvements are needed in the following areas:

B5.1 The GM will not be unresponsive to customer needs.
Greg feels that the co-op lacks systematic ways of assessing customer and member-owner levels of satisfaction with the Cafe and store.  The proposed remediation plan includes the following:
Survey of shoppers in April and May.  Results to be used in future product selection, labor priorities and marketing plan development.
Work with CDS to develop a scoring method for measuring customer satisfaction.
Sales data analysis to evaluate shopping behaviors.
B5.3 The GM must not allow an unsafe shopping experience for our customers.
County Health inspector gave the store and cafe perfect scored in 2016.
The co-op lacks a method for formal documentation of accidents.
The co-op lacks a method for formal documentation of product recalls.
The remediation plans include:
Study industry average of customer accidents for similar sized stores
Develop forms that front store staff will be required to fill out in cases of accidents
Implement and promote awareness of PPC website on product recalls.  Full refunds will be offered to customers for any product recalled by a vendor.
B6.1 The GM must not operate without written personnel policies.
There is a policy handbook, and it is always available for review.  However, staff are not uniformly required to sign off that they have read the handbook.
The CDS model grievance procedure will be incorporated into the co-op’s personnel policies.
B6.2 The GM must not cause or allow personnel policies to be inconsistently applied.
Managers are not trained at least annually in their management duties.
Greg will work with CDS to develop an annual staff survey form.
B6.3 The GM must not provide for inadequate documentation, security or retention of personnel records and all personnel related decisions.
Employee records are kept locked, and only authorized people have access to the documents.
There is a need to conform to state and federal retention requirements.  Gred does not know what those requirements are, so he will research the regulations and create internal policies accordingly.
B6.4 The GM must not establish compensation and benefits that are internally or externally equitable.
Greg reported that each employee does not currently have a job description in their personnel file; and that he does not have regional labor compensation data to ensure that employees are compensated favorably compared to similar jobs.
Greg will research benefits or 3 comparable co-ops and research the US Dept of Labor National Compensation Survey for our region.
All other B5 and B6 sub-policies are in compliance.

The board used the decision tree to reach consensus that the proposed remediation plans are adequate for these compliance issues.  

Action Item: It was proposed that the progress on these items be reported on in October.  Motion was approved.

Ad Hoc Items: Does the bank loan contain language that it needs to be paid down before payments to unsecured loans can occur?  

Three action items:
Greg will review the loan documentation and update the board.
If there is no such language, Danielle suggested that we still should verify with the bank that if the co-op’s financial status is solid, the bank will refinance the loan so we avoid a balloon payment and that it is OK to pay down he member-owner loans in the meantime.
Molly made a motion that the GM update the board at the next 2 board meetings on the amount saved-to-date for the purpose of paying off member loans.  The motion was approved by the board.

Annual Member Meeting - preparations reviewed.  
Molly will drop off set up paraphernalia at the co-op Saturday; Mike will pick up the items and will go to the KofC Hall at 3:30 pm Sunday to set them up.
Eli will manage the music list.

June Board Retreat - the board needs to discuss and adopt Ends statements.  

Action Item:
Molly will contact Maple City and Thane to set a date for this event.

Meeting adjourns

Board Meeting Minutes March 2017

PPC Admin

March 16, 2017

Attending: Russ Pierce, Molly Moon, Danielle Meersman, Nick Licina, Fred Myers, Chris Hebron, Greg Koehler, Mike Geglio

Absent: Eli Williams, Tama Crisovan

Agenda Review:
Russ proposed that the board choose a transition president for the period between his leaving and after the AMM in April, when the new board is assembled.  All agree..

Review and approve last meeting’s minutes:

Minutes approved.  Molly notes that there is no evidence in the minutes that the Decision Tree was applied in the last meeting, although there may have been opportunities.

Open Member Time: no guest members are in attendance.  

Planning for Board Conversations

  1. The purpose of the next discussion will be to develop a better understanding of how the co-op fits into the community; what are the demographics of the community; what other providers and services make up the community.

  2. Nick identified potential speakers:

    1. Beacon Blue Zones

    2. South Bend west side business community and city council person

    3. Charlotte Wolfe, representing a group of local growers and marketers

  3. Nick suggests 2 speakers, each provided a short period to speak and respond to questions

  4. Nick will try to arrange this event for the next board meeting, and suggested the meeting time may need to be expanded  

D3 - D4: Delegation to GM, and monitoring of GM

  1. Review lead by Mike.  

  2. D3 states that the GM is enabled to establish any policies, practices or plans that follow a reasonable interpretation of the Ends and Executive Limitations established by the board.

  3. D4 describes how and when the board evaluates GM performance, what the sources of information are, and how to apply the standard of reasonable interpretation.

  4. D4 requires begin / end dates to define the range of information to be used in a GM evaluation; and the date by which the GM evaluation should be completed.  Motion made to apply January 1 to December 31 of each year to the data collected for the evaluation; to require the fiscal year annual report by February 28 each year, and to complete the GM evaluation by the regularly scheduled March Board meeting.

  5. Motion approved.  Mike will update the Policy Governance document and save a final version.

April AMM Board and Board Elections:

  1. The AMM event will occur on April 23 at the Knights of Columbus Hall; the format is pot luck.  Doors open at 4:00 pm, the meal begins at 5:00, and the meeting commences at 6:00

  2. Greg will provide a report on the state of the co-op

  3. The transitional president of the board will act as master of ceremonies

  4. Elections for board memberships will be held.  The open positions are currently held by Russ, Eli, Danielle, Molly and Mike.  Russ and Eli are not candidates for the new board.

  5. Quorum discussion: by-laws have been changed to call for 5% of active member-owners (currently over 800) or 50 member-owners, whichever is less.  To ensure that sufficient votes are collected, in-store voting will occur the week prior to the meeting, and we will allow AMM attendees who did not vote early to do so before we count the ballots.

  6. Mike will write up the draft of an announcement to post on the PPC web-site and send out in the weekly email; all names of member-owners applying to serve on the board need to be passed to him by April 1

  7. Nick will post candidate bios on the cork board in the store on April 2.

  8. AMM prep and clean up

    1. Molly: table centerpieces

    2. Mike and Nick to clean up after

    3. Eli: music

2017 Annual Agenda Matrix:

  1. Proposed document reviewed and updated:

    1. Dates for B2 and B7 are swapped, so that B2 is due in August and B7 is due in June.  June is already scheduled for the Ends completion, so should be a busy month, and B2 will probably require more review and discussion than B7;

    2. Add monthly reporting from GM to Finance Committee

  2. Changes approved

  3. Russ notes that Maple City will be sending new Board members to the CBL 101 presentation in Ann Arbor in May, and we could coordinate with them.  All agree that is a good idea to follow up on.  

Transition board president needed to replace Russ at the end of this month until new board officers are appointed after the AMM.  Molly nominated Nick, he was willing, and the board approved.

Review FY16 Annual B1: Financial Condition of co-op

  1. B1-1: Sales Growth - in compliance

    1. Benchmark is 3%;

    2. FY16 revenue is 11% greater than FY15

    3. FY16 gross profit is 16% greater than FY15

    4. Co-op was able to buy larger quantities at lower prices, due in part to the big cooler and freezer

    5. Discussion about benchmarks: should we use a suggested value (i.e., 3%) or determine the value we need in order to be successful in paying down co-op debt?

    6. Decision Tree used to reach acceptance of this report item

  2. B1-2: Net Income - out of compliance

    1. Danielle explains that EBITDA is a more fair measure, as it is a more smoothed ratio that resists incidental distortion and so allows for a better indication of real change.  Depreciation, for example, skews Net Income.  So although the BI calls for Net Income, we may want to use EBITDA in the future.

    2. Greg agrees to use EBITDA in the future

  3. B1-3 Liquidity - out of compliance

    1. Member-Owner loans coming due over the next 3 years:

      1. 2017 $18,500

      2. 2018 $23,717

      3. 2019 $23,000

    2. Larger payouts are due after that.

    3. Discussion about the need for a measureable plan to manage the debts.  Co-op is not in healthy financial condition due to the debt load.  Specific remedies are needed in a multi-year plan.

    4. Discussion about Policy Governance and how to evaluate remediation plans.  Greg provided steps in the submitted B1.  These were reviewed and generally considered as positive, but they need to include measureable goals, in percentages or dollars.

    5. Decision Tree outcome allows the board to request more information.  The board requests that FY17Q1 B1 report include measurable targets in the corrective plan.  Greg agrees to that.

    6. Finance Committee will meet with Greg between now and the next board meeting, when the FY17Q1 B1 is due.  Mike will arrange meeting date(s) with the committee and Greg tomorrow.

GM Feedback - Greg was asked to summarize a meeting last week with Russ, Nick and Mike.  The topic was board concerns about GM management during FY16, and the need to develop a corrective plan with specific actions, dates and costs.  Greg reported that he is working on the plan, which will be emailed to Russ Sunday March 19, and then distributed to the rest of the board.

Executive Session: GM Evaluation discussion:

Meeting adjourns

Board Meeting Minutes January 2017

PPC Admin

January 12, 2017
Attending: Russ Pierce, Eli Williams, Tama Crisovan,Nick Licina, Fred Myers, Chris Hebron, Greg Koehler, Mike Geglio
Absent: Molly Moon, Danielle Meersman

Agenda Review:
Russ proposes to defer the Deep Dive into Our History discussion to focus on the Idea Warehouse.  Members agree.

Review and approve last meeting’s minutes:
Approved

Open Member Time: no guest members are in attendance.  

Idea Warehouse:
Russ and Greg talked to Thane about the new downtown grocery store that will open in a year or so.  The question facing us is how to prepare for that.  What should we do next?  Thane suggested that we brainstorm to produce a collection of ideas, and then we pull general themes from ideas that overlap.  The following ideas were collected:
Junk Evolution is closing in a year.  Can we find a use for the space?
Start a repair club: damaged objects would be brought to a central location where experts would show the owners how to repair and maintain the objects.
Second cafe location (recently suggested by a representative from Ignition Park; not sure how serious this person was).
Use the store roof space for some purpose
Consider selling the current store and property, which may be valued as high as $350,000.  Pay off the mortgage, buy another building for $150,000, use the remaining funds for renovation and to pay down debt.
Generate a separate non-profit organization for new grant funding
Start a business coop.  The store could become the center of a small business retail environment.
Develop a commercial kitchen to rent out as an incubator for food business start ups
Second cafe location in the Music Village building
Increase cooperation with Maple City Market
Buy a truck for food and merchandise deliveries
Food truck
Sunday morning - or other off hours time - have breakfast or other meal events, farm to table.  Could serve as a trial run for a larger enterprise.
Partner with local breweries for more events, like Oktoberfest.  Use the rooftop space.
More emphasis on local products
Store location could become a hub for local small food businesses
Themes:
Expand the use of currently available space
Encourage other entrepreneurs
By type of business (ex: food)
By location
Second cafe
Mobile / location / delivery
New location
Events (dinner / brewery partners)
Become a local force as a food hub
Start a community of local businesses
Discussion on proposed pace of Vision / Ends discussion, targeted to complete in June / July
The new grocery store will not be a driver.  For most of our business customers are driving past grocery stores already.
Need to be deliberate about approaching any new big idea.  The effort will take time.  We need to become profitable in the long term.
We need to be careful to not lose momentum, and we need to provide guidelines to the GM in time to make a difference this year.
Some urgency to stake out existing customer loyalty before the new grocery grabs them; but new tenants will arrive with the store, so that presents new opportunities.
Supposedly 1000 new dwellings are planned for downtown and adjacent neighborhoods
The board should move faster and meet more often
Thane suggested that we allocate 5 of the 15 consulting hours for GM coaching.  Members agree.

2017 Annual Members Meeting:
A few hundred dollars are budgeted for the event
Proposed date: weekend of April 21 - 23
Location: suggested that it be closer to the store
Heated tent in the parking lot
Knights of Columbus hall
Zion UCC hall
Lauber building
Renders
Wine tasting? Beer? Whiskey?
To Do:
Greg to talk to Myles about Lauber
Nick to look into Render
Greg to check on tent and heater rental (reportedly $1000, too much)

Board Elections:
Open recruitment notification needed
Also recruit specific good candidates
Target number of board positions: 9
4 positions opening, as a result of AMM date change:
Eli
Danielle
Mike
Molly
One position should be a 2 year position so that in the future we will always have 3 open up

Financial Subcommittee Charter:
The board agreed in December to create a subcommittee to work with the GM.  The charter of the group includes two responsibilities:
On a monthly basis to preview the GM’s financial reports for format and content with the goal of helping to design the most useful presentation for quarterly reports to the board;
To evaluate the detail behind the summary quarterly report, to ensure adequate progress is being made in areas of board concern.
Danielle met with Greg once in the last month.  

GM update:
Greg reviewed the Profit and Loss statement for the year 2016
Revenues can probably be increased in the next year
Margin of profit can probably go up in the next year
Want to increase the number of member-owners this year
Want to get the member-owners to shop at PPC more regularly

Wrap up:
Russ will schedule a meeting on February 7 or 9 for a discussion of the PPC history.  We are hoping some of the original members can join us.

Meeting adjourns

Board Meeting Minutes December 2016

PPC Admin

Board of Directors Meeting Minutes

December 15, 2016

Attending: Russ Pierce, Eli Williams, Tama Crisovan, Molly Moon, Fred Myers, Chris Hebron, Danielle Meersman, Greg Koehler, Mike Geglio

Absent: Nick Licina

Agenda Review:

Russ proposes to replace the time allotted to watch CDS video Crisis Communications for Co-ops with an update on a call he and Greg had with Thane Joyal.  Members agree to the switch.

Review and approve last meeting’s minutes:

Approved

Open Member Time:

No guest members are in attendance.  

Molly seizes the opportunity to let the Board know that she sent a formal thanks to the Ralph K. Morris Foundation for their support of our CDS consulting costs.

Conversation with Thane:

If we re-sign with CDS, Thane will take over as our new consultant;

Thane asked a lot of questions about the Purple Porch’s history and current situation and needs.  Russ was impressed with her obvious level of engagement.

Thane suggested that we assign some of our 15 consulting hours to training for Greg.

Discussion around the achievements of the last year:

Adoption of policy governance

Annual meeting and results

Multiple extra working board meetings

Thane suggested slowing the pace of change and scheduling the Ends definition session in May or June instead of January

The new grocery proposed for downtown has been delayed

We need to plan the annual member-owner’s meeting at the new date, in spring

We should work on determining which gaps in the community we need to address

We should intentionally involve more members in a discussion of the co-op’s key questions and concerns

We need to clarify the financial status of the co-op, which should have an impact on defining the Ends

Our mission statement (‘Purple Porch Co-op connects consumers and producers in a just food cooperative. We value: Locally sourced food, Transparency, Sustainability, and Community’) provides a lot of the clarity that we need to evaluate the annual budget plan and the GM’s responsibilities.

Discussion about whether we need a full annual budget or just a plan that takes us through the development of the Ends statement; consensus is that we need a full annual budget.

Discussion about whether we should try to complete the Ends document in January or follow Thane’s suggestion and develop the Ends document in May or June; consensus is that we will accept Thane’s recommendation.

Agreement that we need a Policy Governance calendar, and that we need to start planning the next Annual Meeting goals.  Russ will work with Board members to complete these goals.

2017 Budget:

Greg produced a revised proposed budget for FY17.

Danielle questions the need for so much detail, and some of the terminology regarding net totals which are not technically accurate.  Her concern is that the Board would work better with higher level summary information.

Discussion about whether the Board is required to approve the budget under the Policy Governance policies..  Is ‘approval’ our responsibility?  How do we determine if projections are ‘credible’?

Policy D3.2 states

The Board will respect and accept the GM’s choices as long as those choices are based on reasonable interpretations of Board policies.

Policy B2.1.a-d describes the responsibilities of the GM with regard to annual financial planning.

It seems clear that the GM must present the Board with a plan that can be deemed as meeting reasonable requirements.

Discussion about whether the proposed plan in current form meets the requirements and adequately provides the Board with a tool for measuring performance in the coming year.

Consensus of Board is that the level of detail in the budget is acceptable.

Consensus of the Board and the GM that Danielle should work with Greg to develop a budget report that can easily be produced from QuickBooks.

Decision Tree exercise on the Budget

Is it feasible that FY17 Q1 will show $16,000 greater income than last year?

Discussion about whether Budget performance reporting frequency to the Board should be monthly or quarterly.

Budget is accepted by the Board.

CDS Contract Discussion:

Thane would be our new consultant.  She appears to be excited at the prospect of working with us;

Thane is the consultant for Maple City Market.  She recognizes the opportunity for collaborative efforts between the co-ops.  There are significant similarities, and also significant differences between the two co-ops.

Board votes to continue as a CDS client.

Financial Reporting:

Suggestion from Molly that Danielle be assigned the role to monitor the co-op’s financial state, in addition to the Board’s more general monitoring responsibility

Danielle suggested that the Board establish a FInance Committee to review the first cut of monitoring reports to ensure they are ‘Board-ready’

Danielle is ready to assist with the QuickBooks work with Greg, to ensure the data is complete, accurate and reliable

Greg appreciates the value of working with a smaller group in preparation for reporting to the Board.

Danielle suggested that the Finance Committee review reports with Greg on a monthly basis, to help prepare quarterly reports for the full Board.

Question about whether we need a specific new policy for this arrangement

Russ proposes that we go forward with the arrangement, and that he will ask Thane whether a new policy is necessary

Consensus agreement on this approach.  Mike and Nick will join Danielle as the Finance Committee.

Molly brought forward additional questions that she had gathered from Board members regarding the Co-op’s financial state:

Credit card debt: discussion about the plan to pay down the outstanding debt this year.  The budget specifically commits to this goal.

Shrink is a significant budget item, but is poorly understood.  Greg and Danielle explained the sources of shrink::

Unsold food that ages out; Theft; Breakage; Price variations that affect the value of the inventory negatively

In order to better understand the impact of inventory on shrink, two inventories will be performed this year instead of one

Growth in member-ownership: the goals are defined in the Budget equity projections

Paying down co-op debt: partial member-owner loan payments are planned in the budget.  In addition, we plan to address the issue with member-owners and look for some deferrals and other relief.

GM Monthly update report:

A recent all-staff meeting revealed inefficiencies that exist in communications between management and staff (both directions), so Greg is focussing on that.

The goat nickel policy begins next Monday

New shelf tags that feature local products, co-op products and products that otherwise meet our values will be in place soon.  They are locally produced, and more sturdy than previous tags so should last longer.

Bulk transition: moths have been detected in the bulk foods, so items are being packaged temporarily; some items are being stored in the freezer until needed.  These steps will break the life cycle of the moths.  Moths are accidentally brought in with food items from suppliers.

Changes in co-op and cafe hours during the holidays have been posted on the co-op website.

Wrap up:

Russ will reach out to other Board members to close unfinished items

GM evaluation

Calendar

Russ will communicate the Board’s decision to continue as a member of CDS to Thane

Molly will leave for her annual peregrinations south.  She will miss 2 board meetings, but hopes to attend 1 remotely

Meeting adjourns

Board Meeting Minutes November 2016

PPC Admin

Board of Directors Meeting Minutes

November 17, 2016

Attending: Russ Pierce, Eli Williams, Tama Crisovan, Mike Geglio, Molly Moon, Fred Myers, Nick Licina, Greg Koehler

Absent: Chris Hebron, Danielle Meersman

Housekeeping

Agenda reviewed - no changes

Minutes from October 20, 2016 approved

No member-owners visiting

Response to Ralph K. Morris Foundation - Molly

The foundation provided $500 in grant money to assist Purple Porch sign up for CDS Consulting

The foundation sent a letter to Molly asking for comments

The board agreed to let Molly respond on its behalf

CDS Library video

Russ asked the board to watch a short CDS video he found on their library, featuring Thane Joyal speaking on the meaning of ‘reasonable interpretation’

The board should use few words and unambiguous words to communicate with the GM

The diversity of voices on the board form a collective wisdom that helps bring an objective evaluation from the subjective views

Don’t worry about being correct or about agreeing with the GM

Just answer the questions, ‘is this reasonable? Does it make sense? - not ‘is this what we would choose to do?’

If the GM is reasonably interpreting a policy but not going in the board’s intended direction, perhaps the board needs to revisit and alter the policy.  This is how a policy naturally evolves.

The board agreed that we should each spend time looking for useful short videos in the CDS library, and make this a standing agenda item

GM Budget

Greg delivered a preliminary 2017 annual budget to the board.

Some discussion around plans to reduce expenses (waste collection, phone, XP in general)

Would like to do more in the way of staff training this year

Some discussion around marketing

WVPE: difficult to measure impact, you cannot word the ad to elicit a specific interaction at the store.  But it should hit an audience that would be in one of our customer profiles

Goat nickels: wooden disks that are given to customers who bring their own bags or use reusable containers.  The customer can choose to put the disk in one of 3 jars, each representing a local non-profit.  The co-op will develop shared marketing and receive boosted FaceBook references from the non-profits.  The co-op promises a minimum of $50 monthly to each.

Initial set: Robinson Community Learning Center, IUSB Center for Sustainability, and a co-op grant fund for producers

Greg wants to form long-term relationships with the benefiting organizations

Some items are missing from the first draft:

Annual meeting costs

Cost of new member-owner development

Special projects, like developing new revenue streams, are separate from the annual plan

Would like to eliminate the credit card debt totally this year, and pay down completely each month after that

Definitely concerned about the expanding competition for the cafe, but if the new housing projects in the neighboring areas are successful, that should be promising

The cost of cafe ingredients: all ingredients are certified local or organic.  There may be ingredients that could be used without a reduction in quality or sustainability that are not local or certified organic, but which are cheaper.  Signage would be transparent regarding moves in this direction.

Making plans to work around Maureen’s coming absence

Catering expands mostly by word of mouth.  A lot of the business is with ND departments, and summer has an impact.

A new salad bar will be delivered Sunday.

The final draft of the budget can be presented next month.  The board doesn’t vote to approve the budget, but does determine if it reasonably meets the requirement that the GM will not operate without a budget.  It provides a useful standard to measure performance against during the year.

CDS contract renewal

Russ committed to CDS that we would make a decision about continuing with their services in December.

Some discussion about changing to use the same consultant as Maple City.  This would lead to opportunities for collaboration.  We could arrange for separate retreats on concurrent dates.  We might each have a representative at the other’s retreat event.

Russ will discuss this possibility with CDS.

Long Range Planning

Greg wants to involve the staff in some strategic planning, perhaps develop a mission statement and goals with their input

Greg wants to form focus groups of member-owners to find out where they want the co-op to be in future years

Greg wants to be prepared for the new development in the Commerce Center property, with the grocery and pharmacy.  It will have an impact.

Some discussion around how this planning will be merged with the board’s Ends discussion

Board Calendar: Russ to ask other board members to assist in developing the calendar outside the monthly board meeting

Whiskey on the Porch event:

7:00 to 9:00 Friday, collaboration with Indiana Whiskey.  Using their license to produce an event on the co-op property.  Some of the co-op’s products, like drink mixers, will be included.  IDs to be checked..

Executive session to discuss GM evaluation

Discussion about the survey that Russ sent out and more general items

Action items

Russ, Danielle and Mike will collate the survey results

Molly will work with other board members to collect areas of interest or concern

Board members to send points they want considered to Molly    

Proposed: since Eli’s tenure ends December 31, and there is an open position, that she be appointed to fill that slot until April.  Approved unanimously.

Meeting ends.

Board Meeting Minutes October, 2016

PPC Admin

Board of Directors Meeting Minutes

October 20, 2016

Attending: Russ Pierce, Eli Williams, Tama Crisovan, Mike Geglio, Chris Hebron, Molly Moon, Fred Myers, Greg Koehler

Absent: Nick Licina, Danielle Meersman

Housekeeping

Agenda reviewed - no changes

Minutes from September 22, 2016 approved

No member-owners visiting

Local Food Summit, Indianapolis - Molly

Molly reported on the conference she attended October 6.  Her notes are very extensive, posted here

Purdue extension at the Ivy tech campus, 250 attendees

Focused on food hubs, centrally located facilities organized to store/process/distribute/market local and regional food products: ‘Buy fresh, buy local’

Sara Stewart from Unity Gardens gave a great presentation

USDA AMS deputy director presented on related grants

Discussion of food security programs: SNAP/EDT

Board Candidates

So far, 2 candidates for 3 openings: Chris and Russ.  No responses to the email and web post requests for interested member-owners.

By-laws prevent nominations from the floor during the annual meeting

Annual Member Meeting October 30, Langlabs:

Molly will arrive at 3:00 and set up

Mike and Fred will check off member-owners as they arrive from a list and provide them with ballots

Mike will prepare a draft of the ballot for review by the board

Advertising: Greg will update the PPC Facebook account and invite members to the event

Email notifications have been sent to member-owners

Potluck; Molly has table cloths; Mike will bring paper plates and plastic implements for people who forget to bring their own

Eli is arranging musical entertainment

Mike will take minutes of the meeting

Russ will be primary presenter and will bring a projector

Greg will report on the PPC status

Molly will report on the consulting progress

Russ will explain the by-laws

Mike will run the election

CDS Ends Retreat for Board: Russ will work out a time with Joel for early in the new year.

Renewal of contract with CDS:

Discussion about the value of conference calls.  Some found them to be of less value than hoped.  Greg stated that he has been satisfied overall, and one call in particular with Russ and Joel was extremely helpful to him.

Greg appreciates the experience with other coops and boards that Joel brings

There may be more benefit in GM-focused issues are this stage of our development

A renewal notice has been received.  The cost for next would be $5600.  Some concerns expressed that if we drop the affiliation with CDS we would fall away from Policy Governance practices.  Generally positive comments about continuation.  Mike proposes that we decide at the November board meeting when Danielle and Nick are present.  Russ to notify CDS that we will vote on the issue in November.

GM Quarterly Report:

Greg suggests that we begin evaluation of his reports by following the steps in the Decision Tree.  The first step is whether all Board members had reviewed the reports and come ready to discuss them.  Mike had not, so the decision tree result is to reschedule and discuss at the next meeting.  

Greg gave some explanation of report formats and terms.

Discussion of a capital campaign to increase assets, perhaps by making preferred shares available to member-owners

Greg has been banking $500 weekly to prepare for payment of loans coming due in the next months and years

Overall very positive comments about the GM reports

Greg wants feedback on his interpretation sections of the reports and his plan for bringing the co-op into compliance

It is important that all board members review these documents so we can discuss them in detail in November.  The report document is

16Q3 GM monitoring report B1.pdf

located in

Board Meetings - Agendas, Minutes, Materials >

Manager Reports >

2016 Manager Reports

Winter Market:

Greg presented data about sales and revenue from the Market and from local and regional products sold in the store.  The report is in the folder 2016 Manager Reports (7.g above) and is called

PPC Farmers Market and the sales of local products.docx

Greg proposes to not move the market to the inside of the co-op store when the outdoor season ends this fall.  Market products earn the store 10% per sale, while competing products are in the freezer or on the shelfs and bring in 30%, often from a higher base price.

Long discussion with widely varying reactions:

This could damage the customer/producer relationship

How would open CSAs be fulfilled?

The data clearly shows the limited revenue value of market to the co-op in the winter, and Greg’s point about the impact on sales of in-store goods makes sense

Is it appropriate for the board to weigh in on this issue, isn’t it entirely operational?

Greg stated his intent to find a way to work this out to the benefit of co-op, producers and member-owners.  No resolution at present.

Meeting ends.

Board Meeting Minutes September, 2016

PPC Admin

Board of Directors Meeting Minutes

September 22, 2016

Attending: Russ Pierce, Nick Licina, Danielle Meersman, Tama Crisovan, Chris Hebron, Molly Moon, Fred Myers, Greg Koehler (GM).

Absent: Eli Williams, Mike Geglio.

Housekeeping.

No guests to introduce.

Approved minutes from August 18  meeting.

Approved tonight’s agenda.

Policy Governance Register approval.

The board reviewed “Draft of PPC Policy Register 09222016docx”

Regarding section B1-12, Danielle questioned the requirement for GAAP (which is a formally-defined system of record-keeping, not just a generic term).  Currently, the co-op’s books do not conform to GAAP.

Danielle mentioned that GAAP conformity could be important for larger enterprises and/or when seeking bank loans.  But right now, GAAP is not really needed and it would be a major undertaking.

After some discussion, the board agreed that it is better to strike the GAAP requirement rather than require it of the GM but then not enforce it.

B1-12 then becomes: [The GM must not:] Allow financial record keeping systems to be inadequate or out of conformity with Generally Accepted Accounting Principles (GAAP).

Also, the headings in the draft should be edited to say “Purple Porch Co-op” and have a more-current date on every page.

Danielle moved to accept the Policy Governance Register document, with those changes.  Nick seconded, and the motion was approved unanimously.

Annual Meeting Quorum reduced from 10% to 2% of membership.

Fred suggested that the board alter the bylaws according to the state law that allows a “mutual benefit corporation” board to adjust downward the quorum level required to conduct official business at an annual meeting.

Fred’s original proposed motion specified reducing the quorum requirement from 10% to 5% (which would require about 40 members to be present).

Nick made the motion, and Danielle seconded it.

Prior to voting on the motion, Chris reminded the board that even with great effort, we did not get 10% last year -- and that reducing to just 5% could still require a large “get out the vote” effort.

Fred moved to modify the motion on the floor to specify “2%” rather than “5%” – especially because this would be a one-time change.  (Part of the business to be conducted at the Annual Meeting would be to approve new bylaws which would supersede this low 2% quorum level requirement.)

Russ explained to the board that such a motion was in order.  Chris seconded the motion to modify the motion on the floor, and it passed unanimously.

Then the amended motion was approved unanimously, changing the existing bylaws to require only 2% of member-owners be present at the Annual Meeting to conduct official business.

The phrases “active members” and “members-in-good-standing” were also discussed, with regard to future bylaws.

Last year’s in-store voting might be repeated this year, but there were strong feelings that voting on the new bylaws must be in-person at the Annual Meeting.

Review of proposed Bylaws Update:

The board reviewed Nick’s “Draft of PPC-Bylaws-Update.docx” (9-22-2016).

The proposed bylaws (with changes listed below) are to be presented to the member-owners for approval at the Annual Meeting.

The provision for a 3-year “failure to patronize” leading to membership revocation was discussed.  It was allowed to remain because it includes the word “may”.

The following changes were approved unanimously:

In sections 2.1 and 2.3, “unstrike” (that is, retain) the phrases regarding “legal entity”.

In section 2.6, insert the “mediation” language from the old bylaws section 3.7.

In section 3.5, change the Annual Meeting quorum requirement from “10% or 100” to “5% of the total number of active member-owners or 50 active member-owners, whichever is less.”  (Note the addition of the word “active” as well as the numeric changes.)

In sections 4.1, 4.8, and 5.1, strike the yellow-highlighted editor’s commentary/notes.

In section 4.2, the board ultimately decided to keep the provision: “Employees and spouses or domestic partners of employees may not serve as Directors.”

In section 5.1, change “generally accepted accounting principles” to “adequate accounting principles.”

Tama moved that the proposed (edited) bylaws be accepted by the board, for presentation to the member-owners at the Annual Meeting.  Molly seconded the motion, and it carried unanimously.

Annual Meeting preparations:

Eli was not able to attend tonight’s board meeting, but she has worked out numerous details.  The site will be LangLab and the date will be Sunday October 30, from 4:00 to 7:00 p.m.

Directors with terms expiring: Eli, Russ, and Chris.  Russ and Chris will be on the ballot, and a third nominee is needed.  If no suitable nominee comes forward, a seat would be vacant until filled by board vote or at the next Annual Meeting, which would be only 6 months later.

Manager’s Report:

Greg presented his monthly report, plus Profit & Loss statement, and Balance Sheet.

Greg also reported on upcoming events, such as Oktoberfest, Co-op Month, and NNN Arts Café.

A question was raised about Market income being down, compared to 2015.  Greg replied that it was due to fewer producers and fewer customers.  Fred pointed out that the latest month shown (August) was actually about the same as in 2015.  Board members felt that the Market is a very important aspect of the co-op, and requested a special report from Greg.  He plans on presenting that in November, when numbers from September and October can also be included.

Greg had also prepared “16Q2 GM unofficial monitoring report (1).pdf”, but (due to the lateness of the hour) he did not present it at this meeting.  He will present an updated version at the October board meeting, with 2016Q3 numbers included.  Greg requested that board members review the existing unofficial monitoring report and email suggestions/comments to Greg.

Meeting ends.