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Board Minutes

Board Meeting Minutes are posted to this page roughly a month after each board meeting, because A) the minutes must be prepared by the secretary; and B) the board must approve the minutes at the next board meeting, possibly with corrections.  The minutes are posted after that.

Board Meeting Minutes September 2018

Frederic Myers

Board of Directors Meeting Minutes

September 25, 2018

Attending:

  • Board Members: Nick Licina, Danielle Meersman, Judy Shroyer, Chris Hebron, Sarai Godwaldt, Charlene Rountree, Mike Geglio;

  • Myles Robertson, GM;

  • Board Candidate: Mike Keen

Absent: Board Members: Fred Myers

Time

Topic

6:40

Member Owner input

  • No visitors

6:40

Board Member Items

  • Motion to add Mike Keen to the board, filling the vacancy created by Molly Moon’s departure; seconded; approved.

  • Motion to make Judy Shroyer board VP, to replace Molly in that role; seconded; approved.

6:43

Board Budget discussion

  • The following items were proposed,totalling $4350:

    • Insurance $1550

    • Training classes $800

    • Annual Member meeting $200

    • Capital campaign

      • materials $300

      • Legal costs $1500

  • Motion seconded and approved

6:45

GM Compensation Change

  • The board desires to increase GM compensation, but is hampered by lack of available funding

  • Would reclassing the position as hourly be better than the salaried arrangement? GM frequently works more than 40 hours a week.

  • Funding remains an issue

  • Paid Time Off is a related issue; GM would like to extend PTO benefit to 2, potentially 3 managers. Offered to reduce his benefit.

  • If a capital campaign is successfully completed, and the current member-owner loans paid off and replaced by loans due 3 to 7 years in the future, does that create an opportunity? Currently $600 weekly are saved against the annual loan payments. Could the savings be continued, and part of the money repurposed for PTO and compensation?

  • Action item: Mike to add compensation questions to next Fin Committee agenda for discussion and recommendations

6:55

SMART Goals for GM

  • Mike developed a template for the GM to use. Intent was to model desired level of detail, allow capture of significant measurable B1 goals, and reduce time and effort required by GM to produce.

  • The rest of the board has not reviewed the model, and today’s meeting space does not have a useable display monitor, so discussion is not feasible.

  • Action item: Mike to add SMART Goals to next Fin Committee agenda for discussion and recommendations

7:00

Board Retreat

  • Need to remove Molly from the google group so she doesn’t receive useless email; Action item: Mike to follow up

  • Charlene sent out the itinerary; Charlene Action items:

    • Send out agenda

    • Coordinate folding chairs, pot luck, presentation materials

  • Thane is bringing a capital campaign consultant

  • Action item: all to read Sarai’s proposed changes to Policy Register

7:15

Capital Campaign:

  • Capital campaign committee met on September 16

  • Notes and recommendations are here

  • Some discussion about relative merits of preferred shares option; need for a formal campaign versus targeted loan requests from specific member-owners; goal amount and spending needs.

  • Further discussion of capital campaign is deferred until the retreat so we can hear from Thane and the consultant she is bringing

7:40

Policy Review: C7 - Board Committee Principles

  • Unity of the board

  • Necessity of charters to govern scope of action

  • No committee speaks or acts on behalf of the board unless specifically given that responsibility

  • Avoid interfering with GM’s responsibilities

7:45

GM Reports

  • B9 - Emergency GM Succession

    • Reported as non-compliant with policy as written

    • Policy calls for a single person designee; there are 5 people who know parts of the GM job

    • Discussion about practicality of one person who can do all aspects of the GM’s job; Myles suggests that the policy be rewritten to reflect reality

    • Discussion: does the designated person have to know everything, or just ensure knowledgeable people keep the doors open? If multiple people are expected to step in in an emergency, and there is disagreement on some issue, who makes the decision if no single person is the designated successor?

    • Further discussion deferred to the retreat

  • Staff changes discussed

  • Solar: I&M will soon change out the meter and the installation will then become operational; suggestion that the opportunity to be the person to flip the switch on be auctioned off to member-owners.

  • Deli progress reviewed - growth of offerings and sales exceed goals

8:05

Prior board meeting minutes reviewed; corrections suggested. Action item: Mike to make changes and send out for review (revised and distributed September 25)

8:10

Meeting adjourns


Board Meeting Minutes August 2018

Frederic Myers

Board of Directors Meeting Minutes

August 28, 2018

Attending:

  • Board Members: Molly Moon, Nick Licina, Danielle Meersman, Judy Shroyer, Fred Myers, Mike Geglio, Sarai Godwaldt;

  • Myles Robertson, GM;

Absent: Board Members: Chris Hebron, Charlene Rountree

Time

Topic

6:30

Member Owner input

  • No visitors

6:30

Board Member Items

  • Molly is leaving the board at the close of this month. She is concerned that her time away from South Bend in the coming months will reduce her effectiveness, and she would like to make room for a new board member in time for the board retreat in October

  • Concern expressed about Chris Hebron’s absences from board meetings. Nick reported that he has discussed the issue with Chris; he said that Chris told him that he reads the minutes after each meeting if he cannot attend.

  • Board members recognize that at certain times of the year his business prevents him from attending; however, his absence reduces his effectiveness.

  • Questions about the actual number of absences over the last year (Action Item: Mike to review minutes over the last year for specifics - 2018, absent 4 of 8 months; 2017, absent 5 times).

  • Bylaws prior to adoption of CDS Policy Governance (section 5.24) dealt with this issue:

    • Absences of Directors. If a director has been absent for three consecutive regularly scheduled Board meetings, the Board shall call a special meeting in accordance with Section 5.6 of these bylaws.

    • Section 5.6: Removal of Directors. Any director may be removed at any time, with or without cause, by the Board of Directors at a special meeting called for that purpose. Removal of a director is subject to a 2/3 vote by the Board of Directors.

  • Section 5.24 was removed from the bylaws in October 2016, when the bylaws were streamlined and CDS Policy Governance model adopted.

  • Section 5.4:  Removal. A Director may be removed by decision of 2/3 of the remaining Directors for conduct contrary to the Cooperative or failure to follow Board policies. A Director may be removed by decision of the member-owners in accordance with the petition and voting provisions of these bylaws.

6:45

Minutes of last board meeting reviewed and accepted

6:47

Retreat Planning (Molly)

  • MCM and PP will have dinner with Thane on Friday Oct 5; that Friday is Oktoberfest at PPC.

  • MCM does not expect PPC to pay for their dinners. They will be bringing guests.

  • Consensus is that we can pay for the dinners, including the guests. We will need a table for around 20 people.

  • Thane will meet with MCM Saturday, and PPC Sunday, at Charlene’s house.

6:48

Board budget due next week. Action item: All need to email Danielle by next week if there are requests for the budget.

6:50

Grants (Nick)

  • Nick has access to a site that is a possible funding source. Action Item - Nick: share the link with Judy.

  • Nick talked to DTSB. They have $40,000 that can be spread among downtown sites for exterior improvements. Last year they awarded 3 requests, one for $20,000. We will apply for one this year.

  • Danielle has info from the DTSB board: there may be money for interior improvements as well, in the form of matching grants.

  • The local Chamber of Commerce awards grants to organizations that show they contribute to area tourism.

6:55

Sarai to work on the Board calendar for the upcoming year.

6:56

GM Announcements (Myles):

  • New hires are doing well

  • Kitchen staff person organized the Art Beat set up

  • Myles had a post-Art Beat party for coworkers and their families with the leftover corn

  • Kitchen manager is earning Myles’ confidence as a very effective leader, she does great in the kitchen and with the kitchen staff

  • August cafe sales are up 2.5% compared to the same month last year

  • August overall net income was down; to some extent, expected as there were 3 pay periods

  • The consultant’s directions are being applied in the store with good results

  • 12 new member-owners in August, 2 more than budgeted

  • Upcoming events:

    • 9/5 Vinyl at the Porch

    • 9/7 Dog Days

    • 10/5 Ocktoberfest; possibly partnering with Brew Werks

    • Possible November event

    • Habitat - do we need to request room for a 3rd crew  Consensus is to stay with 2 for now

7:05

Mortgage Refinancing:

  • NDFCU needs more financial info

  • Danielle will provide the data, including the cafe revenue projections

  • NDFCU appeared to be ready to approve basic refi request, but requested additional years of financial statements to review for the equity request

  • We need to identify specific uses we want to borrow extra money for; we do have some immediate needs:

    • Parking lot improvements

    • Replacement cooler; a food processor

  • Danielle feels that NDFCU will look at our history of loan payments, our property and assets, and the fact that they hold the only secured loan. They do not want the property, so she feels they will approve the basic mortgage. They do want to see that we have realistic plans to improve the profitability of our operations

  • Danielle will give projected financial statements for the next 2 years; these will provide conservative estimates of Deli growth, as well as expected cost increases. 1 time events that were incurred over the last year will be removed, like the IRS fines. Action item: Danielle to complete the statements and provide to NDFCU in the next week

7:20

Capital Campaign

  • The Food Co-op Initiative’s Capital Campaign workbook was emailed to the board members in February. The effort requires organization and coordination. The document also describes other fundraising options, like equity shares

  • Motion to set up a committee to explore the possibility of pursuing a capital campaign; seconded and approved.

  • Mike, Judy and Fred volunteer to be on the committee (Action item: Mike - write up a draft charter and share with Fred and Judy within a week)

7:28

Policy Review (Nick)

  • D2 Accountability of the GM

  • D3 Delegation to the GM

7:33

Corrective Action Plan for B1 Financial Report for FY18Q2 (Myles)

  • GM transformed the B1 goals into SMART goals

  • Comments from board:

    • Some items have start dates but not end dates (Myles explains that he sees some activities as on-going, not ending)

    • Detail is too granular in some cases

    • Myles expressed frustration that he was spending so much time on formatting goals in a format that the board would approve; he preferred to spend the time on implementing the goals

    • Consensus that the goals as presented are a big step in the needed direction, and that learning to develop SMART goals is an iterative process

    • No need to spend more effort improving the current goals

    • Consensus to accept the revised goals

    • Action item: Mike to provide a draft model of SMART goals that the Board would be satisfied with, to be reviewed by Danielle and Nick, to help Myles generate future CAP more easily

7:55

B7 Communication to the Board (GM)

  • GM reports compliance on this policy

  • Some confusion about the term ‘consent agenda’ in 7.1: GM must not

    • Fail to supply for the Board’s consent agenda all decisions delegated to the GM yet required by law, regulation, or contract to be Board-approved.

    • Def: A consent agenda groups the routine, procedural, informational and self-explanatory non-controversial items typically found in an agenda. These items are then presented to the board in a single motion for an up or down vote after allowing anyone to request that a specific item be moved to the full agenda for individual attention. Other items,
      particularly those requiring strategic thought, decision making or action, are handled as usual.

  • The Board occasionally needs to provide input or approval on operational matters for legal purposes or to capture items in the minutes

  • Decision Tree applied; compliance accepted

8:00

Cafe follow-up:

  • Staff are tracking deli and baked good items individuals

    • Number sold, revenue, average price, sales goals

    • The statistics are displayed on the wall in the store

8:05

Review tasks and action items

8:10

Meeting adjourns


Board Meeting Minutes
July 2018

Frederic Myers

Board of Directors Meeting Minutes

July 27, 2018

Attending: Molly Moon, Nick Licina, Danielle Meersman, Judy Shroyer, Fred Myers, Mike Geglio, Charlene Rountree, Myles Robertson, Katie Robbins;

Absent: Chris Hebron, Sarai Godwaldt

Time

Topic

6:30

Member Owner input

  • No visitors

6:31

Minutes of last board meeting reviewed and accepted

6:40

New Store Product (Myles)

  • GM reports that the store is considering carrying raw milk. A provider is available, and customers have requested it. Raw milk is not legal for human consumption. The product is clearly labeled as pet food. Maple City Market stocks the product. However, it is known that some people are likely to use it as a food product for themselves and their families. This is not encouraged by the co-op. Selecting products for sale in the store is entirely an operational, but the GM wanted to alert the board to be aware of the range of possibilities.

  • Some discussion about possibility liability. The co-op and board do not endorse human consumption of raw milk.  The product is clearly labeled. There is nothing to prevent a customer from consuming any product, whether food-based or not.

  • The board appreciated the update from the GM.

6:47

Retreat Planning (Charlene and Molly)

  • MCM and PP will have dinner with Thane on Friday Oct 5; that Friday is Oktoberfest at PPC, and we could invite MCM to have dinner at the co-op store. Charlene will invite them. We can consider paying for their dinners.

  • Thane will meet with MCM Saturday, and PPC Sunday, at Charlene’s house.

  • More planning to follow.

  • Action item: Charlene to invite MCM to SB for Friday night dinner.

6:53

Mortgage Refinancing:

  • Review of co-op dept:

    • $37,000 NDFCU

    • $37,000 Sonya/Gabor

    • member-owner loans due

      • 2019 $22,000

      • 2020 $71,000

      • 2021 $21,000

      • 2022 $2000

      • 2023 $1000

      • 2024 $10,000

  • Potential necessary expenditures include new cooler; the current equipment is around 30 years old, and we have lost food due to outages. A replacement could cost between $20,000 and $40,000

  • NDFCU loan officer said that we could get 70% of the value of the property in an equity loan, or an equity line of credit. If the ceiling of the desired loan is a couple hundred thousand, a drive by assessment is all that is necessary. The cost of an assessment would be $500.

  • Proposals are made to consider multiple options:

    • an equity loan in addition to the mortgage;

    • a slightly higher interest rate for a line of credit in addition to the mortgage

    • Only refinance the mortgage

  • Potential uses for an equity loan include

    • Paying off the some subset of the outstanding loans

    • Buying more efficient and reliable equipment for the store

    • Providing access to funds that would ease flexibility in GM purchasing decisions

  • Consensus that we need to know what the range and costs would be before we can make a decision. Board agrees to approve the cost of a drive by assessment so that informed decisions can be made at the next meeting.

  • Action item: Nick to schedule a drive by assessment with NDFCU

7:25

Cafe Consultant (Katie Robbins)

  • Katie is the kitchen manager. She gave her assessment of the cafe consultant’s inputs so far:

    • Katie is very positive about the consultant. She feels that she and Myles knew sort of what direction they wanted to take the cafe, but did not know how to get there. In addition, she reported that the consultant:

      • brought a number of very useful tools, helped firm up the vision and create a plan

      • guided focus to higher margin product, and to packaging and presentation

      • showed how to cost recipes and how to price items

      • gave recipes and ideas for the deli case

      • Helped build a staffing plan: how to identify staffing needs and how to identify stars among current staff

      • Will provide projections of revenue for the plans PP is developing

      • Deli case contents and appearance will be key

      • Provided tools that help all staff know when to fill the deli case, and how to do so with attractive, nutritious items

      • Providing a tool to assess what is selling and what is making money

      • Providing money on marketing, advertising and packaging

      • Aiming for launch in September/October; may require a re-set of co-op floor space

    • The consultant was on-site for 2 days, and has participated in several calls and emails; he provided very useful input on store layout planning

    • Judy mentioned that she stopped in a co-op cafe in Brooklyn where the consultant had helped, and that although their contract was completed years ago, they still get input from him

  • The board expressed strong interest in progress reports and in previews of pending events and changes, and then hearing about the results. The overall reaction was very positive.

7:44

Cooking demo (Nick)

  • The suggestion has been made that a cooking demo on Market Night would be well received.

  • GM gave details about collaborative planning with a west side organization that would bring multiple food products and food preparation events to market night.

7:46

B1 Financial Report for FY18Q2 (Myles)

  • Sub-policies 1 (sales growth), 3 (Liquidity) and 4 (solvency) performance are out of compliance with store goals

  • Sub-policies 2 (net income) and 5 (ownership) performance are in compliance with goals

    • Sales growth:

      • down by 3% compared to 17Q2, and down 1.7% compared to 18Q1

      • Plan is to focus on the cafe, specifically on grab-and-go items; aiming to increase production of high margin products. Want to increase the margin minus labor (MML). Need to staff up to meet the goals. The changes will begin to have an impact at the end of Q3.

      • Q3 emphasis on CoPos data to track grocery margin goals more closer.

      • Increasing customer service with new front employees.

      • One day a week, Myles and Heather will drive to find and obtain fresh produce from local sources

    • Liquidity:

      • Current ratio is .81 (jeopardy is below 1.25);

      • quick ratio is .03 (jeopardy is below .7)

      • Plan is emergency cost cutting (marketing and advertising efforts are moving in-house; CDS consulting hiatus)

      • Growth of high margin items in cafe

    • Solvency:

      • Debt to equity ratio is 3.2; should be below 3

      • Although the debt to equity ratio is out of compliance, the ratio has been trending down every quarter and getting us closer to compliance

      • In-depth analysis of member-owner loans and capability to save for payments in future years to be delivered to the board in August

      • Q4 membership drive scheduled, with staff training to occur during Q3

  • Board asks for more date-specific measurable goals

  • B1 followed by P&L Budget to Actual summary for Q1 and Q2

    • Well received by board, very clear and concise statement

  • B1 accepted, providing Corrective Action Plans are revised to have dates assigned within 10 days; approved

  • Solar update to be provided to board within a week

8:30

Review tasks and action items

8:38

Meeting adjourns

 

Board Meeting Minutes
June 2018

Frederic Myers

Board of Directors Meeting Minutes

June 26, 2018

Attending: Molly Moon, Nick Licina, Danielle Meersman, Judy Shroyer, Fred Myers, Mike Geglio;

Absent: Chris Hebron, Sarai Godwaldt, Charlene Rountree, Myles Robertson

Time

Topic

6:30

Member Owner input

  • No visitors

6:31

Minutes of last board meeting reviewed and accepted

6:37

Board Math: Store Discounts (Nick)

  • Co-op groceries typically make 1-2% profit

  • Available discounts:

    • 1st Thursday: buy store credit at 5% discount

    • Once per month take a 10% discount at cash register

  • Benefits to co-op:

    • Marketing

    • Incentive to spend

    • Benefit for member-owners

  • Do enough people use the benefits to make a difference?

  • Buying store credit requires a cash transaction, to avoid credit card costs

  • Is the practice, and are the rates, structured to benefit or hurt the co-op?

  • Board is not proposing anything; GM questioned the practice back in January

  • Action item: Nick to suggest at next weekly meeting with GM that a study on the questions be completed

6:51

Grant Committee Charter

  • Proposed charter for committee presented to the board. The committee would work on grant opportunities as the GM directs.

  • Action item: Nick to review with GM

6:52

Retreat Schedule

  • Molly emailed an update to the board

6:53

Habitat for Humanity project

  • Nick got confirmation of the Sept 22 date

  • Myles would prefer to announce the project and recruit among member-owners close to the date, in August

  • Some board members express willingness to sign up now; the website is www.hfhsjc.org/volunteer

  • Action item: Nick to suggest to GM that recruitment announcements be made to member-owners in the near future as well as closer to the event date

6:56

Topic of Board Retreat:

  • Changes to Policy Register

  • Future of the co-op, and how should the board practice looking forward and steering toward the vision (2020 and beyond)

  • Ability of the board to move forward with consistency as board membership changes

7:01

Process control on store invoicing

  • Between April 2017 and Oct 2017, 10 invoices from a major vendor were lost and not paid. The liability totaled about $17,000. The problem was discovered recently when the co-op bookkeeper called the vendor to ask about a credit. Arrangements were made to pay the amount in 3 installments over the next few weeks. No interest for late payment is being charged. The vendor apparently missed the lack of payment for these invoices.

  • Review of the situation found that

    • that most vendors email invoices to the co-op; this vendor is one of the few that sends a printed invoice with the delivery of goods.

    • Emailed invoices are entered into QuickBooks for payment on receipt

    • Hard copy bills of lading are used to process and shelve received items

    • Invoices that arrive only with a shipment are used for multiple purposes

      • The payment information is entered into QuickBooks for payment

      • The item information is used to process and shelve received items

    • Invoices that are only received with the shipment did not always make it to the bookkeeper to be entered for payment

    • The process of managing invoices is being accessed and revised to ensure stronger tracking

    • The impact on the current and prior year financial statements is not yet full understood

    • The GM needs to have a better understanding of how to read balance sheets and profit and loss statements. The relationship between these documents would have made the problem visible much earlier.

    • Action item: Nick to request more clarification on the problem, the resolution and to emphasize the criticality of understanding monthly financial statements

7:28

Cafe Consultant

  • GM is proposing to hire a cafe consultant. The engagement would be for 2 days in July, and cost $6000

  • Board members are uncertain of the value of this action. The board’s consensus is that a written proposal explaining the expected deliverables of the consultation and the benefits to the co-op would be a necessary prerequisite to gain the board’s endorsement of this action. Action item: Nick to convey the board’s position to the GM at the next weekly meeting

  • City council member Jo Broden asked whether the co-op would be interested in an Eddy Commons location; Nick has been put in contact with the Notre Dame manager of University planning in Eddy Commons. They will probably meet on Market night, although it seems unlikely that the co-op would have the interest or capability to follow through.

7:42

CDS contract

  • Do we continue to get value from CDS? Their services were definitely helpful last year

  • Is only the board getting value? Are GM and store staff using available resources? Are member-owners showing interest in the available resources?

  • The contract will be renewable at the end of the calendar year. Board members will consider the renewal and discuss again later in the year

7:45

NDCFU mortgage refinance:

  • Loan officer indicated readiness to start process soon

  • Danielle is not inclined to shop for alternative offers until the books are restated

7:50

GM Compensation

  • Current financial state of the co-op makes it difficult to offer a higher salary; the GM has stated as much already

  • The board can reconsider the possibility in January, if the health of the co-op improves

  • The next GM evaluation will be only one quarter year after that

8:03

Policy Register review

  • C1 Governing Style

  • D1 Unity of Control

8:10

Review tasks and action items

8:15

Meeting adjourns

 

Board meeting minutes
May 2018

Frederic Myers

Board of Directors Meeting Minutes

May 22, 2018

Attending: Molly Moon, Nick Licina, Danielle Meersman, Charlene Rountree, Myles Robertson, Fred Myers, Mike Geglio;

Absent: Chris Hebron, Sarai Godwaldt, Judy Shroyer

Time

Topic

6:30

Member Owner input

  • No visitors

6:31

Minutes of last board meeting reviewed and accepted

6:34

Email etiquette (Danielle)

  • At times there are so many emails addressed to the board group that it can be difficult to read them all, to isolate important messages and to respond to them.

  • Sometimes emails to the group are simply acknowledgements that could be better addressed to an individual, or maybe not sent at all

  • Suggestion that we stick to constructive comments or responses that move an effort forward

  • Do not reply to ALL if the intent is to message an individual

6:44

Board policy on sharing financial documents (Mike)

  • A member-owner requested the current fiscal year budget from the GM. He asked the Finance Committee for the board policy on sharing documents, and Mike referred the question to the full board

  • This issue has been discussed in the past, and run by the CDS consultant. The consensus was that financial documents would not be published publicly but would be provided to member-owners on request.

  • Concerns expressed that this may not have been formally voted on. Concerns about sharing information that could be helpful to competitors or otherwise harmful to PPC. Concerns about sharing information that requires legal protection, like HR data. Concerns that member-owners have rights to some operational information.

  • Motion made to support the policy to share financial documents, excluding legally protected information, with member-owners upon request, with the understanding of the member-owner that this information is not to be distributed further; approved

  • Action item: Mike to email the FY18 Budget provided by the GM to the member-owner

6:50

Grant Committee Charter

  • Grant writing is typically an operational task, not a board duty. The intent for this committee is to collaborate with the GM to ensure that only grants directly aligned with GM goals are submitted.

  • A charter will be developed for the committee. Action item: Nick to arrange for completion of the charter.

  • Initially 4 people will be in the committee; more information will be shared after the charter is developed.

6:55

Retreat Committee

  • Molly and Charlene will work on planning the board retreat

  • Board members need to respond to the Doodle poll on proposed weekends that will work by the end of this week

  • Maple City Market board members are also responding to the Doodle poll

6:58

Habitat for Humanity project

  • Nick was to talk to Habitat to confirm the Sep 22 date, but didn’t get to it yet. Action item: Nick to get confirmation by next Board meeting

  • Habitat enlists crews of 8 to 10 people, and will take 2 crews from an organization

  • Myles will make a recruitment announcement to member-owners in August, if the Sep 22 date has been confirmed

6:59

Policy C5 - board officers’ code of conduct

  • Conflict of Interest forms were signed by all members of the new board last meeting. The forms were scanned and stored in the Google drive at

             Board > Secretary Documents > COI > 2018

  • Action item: Mike to deliver hard copy COI forms to GM for storage

  • C5 sub-policies reviewed

Policy C6 - officers’ roles

  • Review of the responsibilities of each board officer

  • Discussion about the limits of board member individuals to influence GM decisions on issues that person feels is important

  • Board members are clearly enthusiastic about the co-op to give their time and energy

  • GM is open to fact based observations, and may choose to act on them. Suggestions can come from any member-owner, and the GM will not give preferential treatment to suggestions from member-owners who are board members

7:19

GM Reports: B3 - Asset Protection and B8 - Board Logistical Support

  • B3: in compliance

    • New electronic lock on back door

    • Each employee has a unique code, which can be disabled

    • Temporary codes can be provided

    • Lock is battery powered

    • Store managers have physical keys for the lock

    • Decision Tree applied, and B3 report is accepted by the board

  • B8: in compliance

    • Report due next meeting, but submitted now as GM will be on vacation

    • Google drive use falls in this policy

    • Decision Tree applied, and B8 report is accepted by the board

FY18 GM Eval for has been updated regarding these reports. Action item: if board members have comments regarding GM reports, please send them to Mike for inclusion in this document.

7:31

Email / Google docs / google groups

  • GM shows how to set up a Google doc so it can be reviewed and commented on, but not changed;

  • Very positive responses from board members

  • Provides a 17 minute video on Google drive features

7:40

Review tasks:

  • Need to ensure that goals in GM monitoring report goals are SMART goals. It would help to review goals if the monitoring reports were stored on the Google drive for possible later review. Action item: Mike to request that Myles copy this fiscal year’s monitoring reports to the Google drive.

7:45

Meeting adjourns

 

Board Meeting Minutes for "April" 2018

Frederic Myers

Board of Directors Meeting Minutes

May 1, 2018

Attending: Molly Moon, Nick Licina, Danielle Meersman, Chris Hebron, Charlene Rountree, Myles Robertson, Fred Myers, Sarai Godwaldt, Judy Shroyer, Mike Geglio;

Guests: Heather Smith, Maureen Wijnin

Time

Topic

6:30

Minutes of Annual Member Owner meeting reviewed and accepted

  • The suggestion offered at the AMM regarding a limited board position for interested young community members will be added to a future agenda for discussion

6:36

Member-Owner Input

  • Suggestion made that in the future, member-owner input phase be added to the end of the agenda instead of the beginning

  • No member-owners present, but Molly is presenting input at the request of one

    • Inspire Me owner shares the parking lot and dumpsters with PPC. She reports that the dumpsters are rooted in by people who often leave a mess behind them. Also she is disturbed by the inattention to the neighboring Piser lots. They are overgrown and unattractive.

    • Heather has spoken to Mr Piser and received his permission to using the grounds as a garden

    • Myles thinks that we have a shared agreement with Inspire Me; PPC pays for the recycling dumpster and uses the trash dumpster, Inspire Me pays for the trash dumpster and uses the recycling dumpster. There may have been locks on the dumpsters in the past.

6:40

Minutes of last board meeting reviewed and accepted

  • Retreat update: plan recorded in March was that Thane would visit July 13/14 and split time between PPC and MCM. Costs would be shared by the two co-ops. Now MCM is not prepared to commit to those dates and suggest later in the summer.

  • Discussion:

    • Some interest in cooperating with MCM on ventures in general;

    • Concerns about pushing the dates out:

      • May take much longer to actually agree on a date;

      • July is a good time to discuss important issues for PPC, like the Policy Register changes

    • Benefit of splitting costs vs flexibility of making our own arrangements;

  • Molly to contact MCM

  • Minutes approved

6:46

GM recap of AMM meeting

  • Slides are available in Board Google space. In the interest of time, consensus is to review them independently

6:50

Installation of 2018 Officers

  • Motion to keep current officers in place

  • Seconded; approved

6:55

Cooperating with Other Businesses (Molly) - CDS library article

  • Concern expressed that the article doesn’t address the situation where the other party is not interested in cooperation. Example of Unity Gardens: at one time, PPC was a retail outlet for them. After a disagreement, they have deflected multiple requests to cooperate. At least 3 people reported trying to discuss mutual business with them over the last few years, without success.

  • It should be possible to mend fences. It’s important to try different strategies to get different results.

  • Question of whether the new D Matthews/Martin’s development offers opportunity for cooperation. Myles feels that more residents in the neighborhood are good for us. We do offer some products that will not be available at Martin’s.

  • Question of whether cooperative buying with MCM would enable PPC to move to a higher discount range due to increased purchasing power; probably not, as we are very focused on local producers, so we wouldn’t take advantage of that.

  • Question about a brand of yogurt produced in Michigan. Used to be in the store. Myles says it doesn’t have the appropriate USDA approval to be sold across state lines, so it would likely be a legal issue to carry it.

  • Final takeaway: cooperation with other businesses is something we should pursue, it is the foundation of the co-op philosophy

7:07

Policy Register Committee (Sarai)

  • Saria presented her draft to the Board. The last page contains a list of changes in the document, with dates, which could be updated in future revisions - much appreciated by board members.

  • Policies adopted dates reflect CDA adoptions; suggestion that this is our document now, so the original dates should be our date of adoption (Mike to check: minutes of board meeting on 9/22/2016 record the formal adoption of the policy register)

  • This draft is available in the Google folders for review and discussion and updates, with the goal that the Board will approve final changes at the retreat.

  • ALL: send comments and suggestions to Sarai

7:27

GM Report: B1 Quarterly Financial Statement and 2018Q1 Budget to Actual

  • Comments specific to the B1 are recorded in the FY18 GM Evaluation Worksheet located in the GM/HR folder

  • Q1 Budget to Actual shows that the plan projected low total income for the first 3 months, but the actuals fell even lower; total expenses were lower than projected, but not enough to compensate for the low income.

  • Net income loss is almost 3 times greater than budgeted, lost $15,000 more than expected

  • Cash flow is affected

  • April shows good improvement, but the overall losses will be difficult to overcome in the remainder of the year

  • Controlling costs is easier to achieve than increasing RV. We have done a good job of reducing costs, now the focus has to turn to getting more people in the store, and getting them to buy more

  • Turnaround will not be a quick process. Still figuring out the best mix of items to carry in the store, and how to win the confidence of buyers that they can expect to find what they are looking for

  • Catering is not as much of a factor as previously, since Sabrina took much experience with her when she left. This is not why net income dropped, but it is a loss of one way to fill the gap

  • B1: Maureen and Heather participated in developing this B1. They were able to see the data sources, and the data transformations and usage; probably will spend another hour and a half to review the process

  • B1 sub policies 1, 2, 3 and 4 were out of compliance. 4 was in compliance last quarter. Sub policy 5 remains in compliance.

  • Discussion about the benefit of more regular and formal performance reviews, taking the guesswork out of pay increases

  • Member-Owner loans are addressed 3 months before they are due. Should the GM be responsible for renegotiating? Board used to be involved, but CDS recommended that the GM take over. It would be helpful if someone could help GM know when loans come within 3 months of due, to put Member-Owners in the Google calendar. Danielle will help with this.

  • Questions about mortgage: NDFCU rep has not followed up after initial contact. The due date is a year from this month. Mike to assist GM in getting NDCFU attention.

  • Decision Tree followed to determine that the B1 can be accepted with acknowledgement of non-compliance items and corrective plans.

8:20

Farmer’s Market

  • GM explains that extra costs to support market eliminate any profit:

    • Extra person on the registers

    • Preparation of invoices

    • Inaccuracies in charges require working with producers on following days to correct mistakes

    • Roughly 7 hours of work each week required

  • Larger events (ex: Oktoberfest) are more profitable, largely due to alcohol sales. Plan to have one each month over the summer and fall.

  • GM is not against the market, but the financial gain is so minimal it has not claim on his attention. He suggested that a board subcommittee be formed to explore options. Since this is an operational issue, the GM has full responsibility for accepting or rejecting any suggestions.

  • Chris, Judy and Mike will be on the committee. Chris will be the leader, and arrange for meeting dates. The goal is to produce a report in October.

8:34

Executive session: GM Survey review and compensation

8:54

Meeting adjourns

 

Board Meeting Minutes March 2018

Frederic Myers

Board of Directors Meeting Minutes

March 27, 2018

Attending: Molly Moon (by phone), Nick Licina, Danielle Meersman, Chris Hebron, Charlene Rountree, Myles Robertson, Fred Myers, Sarai Godwaldt, Mike Geglio;

Guest: Judy Shroyer

Time

Topic

6:30

Minutes of last meeting reviewed and accepted

6:38

Retreat Date: July 13/14

  • Review and approve changes to Policy Register

  • Discuss capitalization campaign

  • CB101, Kalamazoo May 5 - extend to new board members, interested co-op staff or member-owners

6:40

Board Election Updates

  • Candidate slate to be sent to Myles by Mike for publication: Nick, Fred and Judy

6:41

Capital Campaign

  • Research for available grants (Nick and Genevieve Crum)

  • Maple City Market has been working on a similar campaign; they need more time to finalize their plans

6:44

Policy Register Committee (Sarai)

  • Some minor tweaks to wording and formatting.

  • Sending the draft to Thane for review

  • Saria will present to the rest of the Board at the next meeting

  • Goal is for the Board to approve the changes at the retreat.

6:46

Habitat for Humanity event planning

  • We want member-owners involved as well as Board members

  • Hoping for 10 participants

  • Saturday Sept 22

6:48

Annual Meeting Committee

  • Nick talked to a representative from the Maennerchor Social Club, 219 Sycamore St in South Bend (by Fire Arts). The location is available, tables provided, for $50.

  • April 22, 11:00 to noon

  • Nick and the manager will set up at 10:00 am

  • Voting will be held at 11:30 (in-store voting will be available from 8:00 am April 16 to 8:00 pm April 21), and the results announced as soon as the votes are counted

  • The event will be posted on Google Calendar and FaceBook, emails will be sent to member-owners, and a poster will be set up in the co-op store

  • The slate of board candidates will be posted in the store on April 7

  • A store neighborhood cleanup will be arranged for prior to the meeting, and store grounds landscaping for after the meeting

  • Projector for the meeting: Nick will check if the Maennerchor can provide; Saria and Danielle will check on availability of alternates

  • Review potential questions and answers: Corby’s April 10, 6pm to 8pm

6:56

New GM evaluation process

  • Monthly calendar projects the expected deliverables

  • Mike will capture the presentation and response data at meetings, and then copy to a Google worksheet in the format Thane shared.

  • Comments can always be added later, with dates of entry

  • Actions Taken refer to board actions

  • Compliant status refers to board opinion

  • May want to review with GM quarterly

  • Motion to follow this plan offered and approved

7:15

GM reports: B4/B5

- sales data helps understand something about member-owner needs

- 2 or 3 comment cards are filled out weekly

- staff record comments they overhear;

- Health Dept visits once a year for inspection

- GM reported compliance across all subtopics

- Board followed the decision tree on each report and accepted the reports.

 

7:33

GM: State of Co-op February - March

  • 1st 13 week metrics, compared to last year same time span:

    • Sales growth

    • Sales/labor hour

    • Labor as % of sales

    • Basket size

    • Customer count

    • Number of employees (may account for lower customer count)

    • Labor cost / pay period

  • First payout on this year’s member-owner loans went out today

  • EBT reader functioning after 2 week outage. Now integrated directly with CoPOS (functionality existed but we did not know how to implement), which means saving $700 on fees.

  • Jacob Titus employer, CodeWorks, is spreading his work across 4 people instead of just Jacob. This will save PPC $100 monthly.

  • Kitchen:

    • Katie is halfway through period as interim manager, and doing well

    • Menu items moving from those requiring high labor effort to some others requiring less skill and time

    • Kitchen labor high compared to industry standards

    • Head cook left PPC, but replacement is doing well

    • Cross-training between some front staff and some kitchen staff is underway

    • Produce section is meeting industry standard metrics

    • Jessica and Heather share management of the front area. Jessica set some performance goals, and so far we are meeting them

    • Had to dip into savings for member-owner loan payments to handle the penalties reported last month, but should be back on track with $5,000 replaced at end of this month

    • Myles is leaving May 31 for vacation, working with Heather and Maureen to manage responsibilities in his absence

7:48

Proposal to push April board meeting to May 1 due to busy April; no objections. May meeting will remain at May 22.

7:52

Introduction of board candidate Judy Shroyer

  • Prior member of PPC board

  • Professional background in the local courts system

  • Experience on multiple boards

7:56

Conflict of Interest Statements: proposal to renew annually for all board members; no objections.

7:57

GM evaluation input reviewed; Nick to meet with others to fully define comments and recommendations to deliver to Myles on April 10

8:27

Meeting adjourns

 

Board Meeting Minutes February 2018

Frederic Myers

Board of Directors Meeting Minutes

February 27, 2018

Attending: Molly Moon (by phone), Nick Licina, Danielle Meersman, Chris Hebron, Charlene Rountree, Myles Robertson, Fred Myers, Sarai Godwaldt, Mike Geglio

Time

Topic

6:30

Minutes of last meeting reviewed and accepted

6:35

Member-owner comment: no visitors

6:36

Board Election Updates

  • 2 possible candidates were thinking of attending tonight’s meeting, but were unable to do so. Both are likely to follow through and run. One has an HR background, and the other has a legal background plus served on the board about 5 years ago. They have each met with current board members, and the impressions were very positive.

  • Mike had exchanged emails with 2 other possible candidates who are member-owners, and who might be interested in a future year but not this time around.

  • The slate of candidates needs to be presented to the member-owners a month ahead of the election. Originally we had hoped to finalize the list by March 1, but March 15 will work.

6:40

Policy Register Committee

  • Sarai explained the charter of the Policy Register Committee, whose purpose will be to oversee the process of updating the PPC Policy Register to ensure it stays current over time with the co-op needs.

  • Sarai has arranged for biweekly calls with Thane to consult on the process.

  • The goal is to have a process in place by April of this year.

6:43

Annual Meeting Committee

  • Nick and Myles have begun to plan for the meeting. The date will be April 22.

  • Sarai volunteered to join the committee. Molly wants to be involved but will not return to South Bend until April 5. However, if any work can be handed off to her, she is willing to handle it.

  • Plans need to be in place by the end of March.

  • Events that could be related to the AMM include the activation of the solar panels, of recruiting member-owners to aid in a clean up effort (landscaping around the co-op, neighborhood or riverbank).

6:48

Annual Project

  • Considering a day with Habitat for Humanity as a way to engage member-owners and the board in a community project. 10 homes are being started. The construction begins in mid-September and continues through October. Pre-work (lot preparation) begins in April. Envisioning 16 to 24 participants.

  • Jimmy Carter will be on-site for a time, and groups that contribute $25,000 can be scheduled to work with him. We could challenge member-owners to raise that amount.

6:54

C2 - The Board’s Job

  • Reviewed C2 in the Policy Register

  • Molly noted that C2 references the Ends Statement, but does not contain the statement. Sarai said that she planned to include the statement in the updated version of the Policy Register.

6:55

Article on Co-ops: engaging member-owners and understanding their needs (Molly)

  • Member-owners make up 55% of PPC co-op store sales; 55% is considered a healthy percentage for co-ops in the industry.

  • Reaching out to member-owners has to be a continuous effort; it’s good to schedule events like Habitat for Humanity or neighborhood clean-up annually.

  • Myles explained his theory that what member-owners buy in the store tells you what they want from the co-op. It is possible to capture that data at the point of sale for analysis.

  • Once the basic needs are met, it is easier to develop more active member-owner involvement

  • Thane describes the effort to reach out to member-owners as frustrating and difficult, but says the board just needs to keep trying different strategies.

  • Should the board have business cards to hand out to member owners? - consensus is no.

  • Photos of board members should be on the PPC website now (March 3, these photos are on the Board page)

          [Nick Licina]     [Molly B. Moon]      [Mike Geglio]

  • Setting up a board table at market night and special events did not seem to attract member-owners for discussions.

  • Suggestion to help at the register on market night to bag or carry groceries. Available to explain the benefits of joining the co-op if the shopper is not a member-owner.

7:10

GM Report - B6 Staff Treatment & Compensation

  • Myles reports that policies B6.2, 3 and 5 are compliant. B6.1 and 4 are out of compliance.

  • B6.1 - written personnel policies: Myles had wanted to complete the handbook by the end of January, but was unsuccessful. The new plan is to complete the handbook by the end of March. He is focused on incorporating Lean principles, trying to apply more effective principles and reduce waste. Katie is producing the handbook information for the kitchen employees.

    • Question: should the employee handbook be reviewed by a lawyer? It is based on the CDS model, with extra PPC specific language, so should be OK. We could ask a lawyer for a quote to determine the cost. If the new board member has HR experience, we could be guided by that person, particularly with regard to state laws. This last alternative was the consensus agreement.

    • Myles plans to keep a record for each employee’s individual handbook training. Maureen went to an HR training session in January. What she learned changed how the co-op now records and stores documents.

  • B6.2 equitable compensation: Myles presented the employee wage table. The pay range has been broadened to provide more flexibility. New untrained employees start at less than experienced employees. The table defines steps for wage increments and earning potential. Myles considers this policy to be out of compliance because it doesn’t compare to other co-ops for some positions. Specifically the GM and business manager are underpaid by industry standards. Myles presented his plan for remedy, which involves specific ideas to grow sales:

    • New Grab & Go products (12 new items in deli now)

    • Extend Sunday hours from 5pm to 6pm. The last hour on Sundays is the most busy, and the register is regularly kept open after 5 now to accommodate shoppers.

  • Myles will continue to monitor and reduce payroll to control costs.

  • Increasing net profit will allow the co-op the ability to afford to pay top managers more appropriately.

At the close of the meeting, the Board reviewed the GM B6 report using the Decision Tree, and voted to accept the report and the remediation plans.

7:33

Next meeting items:

  • Candidate list: finalize the board candidate slate

  • GM Survey

  • Policy register B5

7:35

Report on IRS penalties to the co-op (Danielle)

  • Following the GM turnover last fall, an unopened 9 month old letter from the IRS was found in a desk drawer. The co-op payroll level required payroll taxes to be remitted bi-weekly, not monthly, and the co-op was out of compliance.

  • The co-op immediately began filing bi-weekly, but the IRS applied a late fee equal to 10% of the late filings, or $1900. Danielle asked for a penalty waiver, but the IRS representative said that waivers had been granted in the past to the co-op, so this one was denied. Information about IRS waivers had not been reported to the board by the previous GM.

  • Danielle asked the IRS if there were other unaddressed penalties, and learned that the W2s and the W3 (summary of all W2s) had not been filed in 2013. This resulted in an outstanding civil penalty. Danielle faxed in the form and asked for a penalty waiver, which was denied. The resulting fine is an additional $2700. Information about the failure to file the W3 in 2013 has never been presented to the board.

  • The news that both waivers had been declined were received from the IRS earlier this month (February 2018). The fines have been paid ($4600 total). These were avoidable costs to the co-op. They are a drag on the current GM’s efforts to drive the co-op to a profit this year. If questions arise at the AMM about the GM change, this information may be pertinent.

7:50

GM evaluation (Charlene)

  • Question raised about a CDS GM evaluation form that Thane recently sent. Should we use that instead of the revised survey from last year? After much discussion, the board voted to continue with the revised survey this year. Beginning in March, we can implement the CDS form for next year. However, there are questions about information that is to be collected at each board meeting. A process needs to be put in place to use the form properly.

    • Nick requests that board members participate in a call to Thane sometime in the next 2 weeks.

    • To Do for all: send Nick the dates in the next 2 weeks that you cannot participate. He will schedule a call accordingly.

  • Discussion about proposed wording changes to the GM evaluation survey, and decisions made to complete the form. Charlene is making the changes.

8:30

Meeting adjourns

 

Board Meeting Minutes January 2018

Frederic Myers

Board of Directors Meeting Minutes

January 23, 2018

Attending: Molly Moon (by phone), Nick Licina, Danielle Meersman, Chris Hebron, Charlene Rountree, Myles Robertson, Fred Myers, Sarai Godwaldt, Mike Geglio

Time

Topic

6:35

Minutes of last meeting reviewed and accepted

6:37

Member-owner comment: no visitors

6:37

Board Discussion: meeting minutes

  • When the minutes from the last meeting were initially released for review, an email discussion ensued about the proper language and amount of detail necessary. This agenda item is intended to reach a consensus on these issues.

  • Some members feel the minutes should be as generic as possible to avoid misconstrued interpretations or other problems when the minutes become public.

  • Some members feel that the minutes should be detailed enough so that member-owners have access to adequate information when the board has concerns or is taking unusual actions.

  • The CDS library has documents that provide some recommendations.

  • General agreement that direct comments about specific people should be avoided in nearly all cases.

  • General agreement that words or phrases with strong connotations should be avoided.

6:50

Search for New Board Candidates

  • A few member-owners have been identified as having specific skill sets that the board lacks in its current make-up, mainly HR and legal expertise. Mike will reach out to these people and invite them to consider running for the open positions at the AMM in April.

  • Molly sent a short video from the CDS library for the board to review on recruiting new board members

  • Molly suggests that the board maintain a list of member-owners who could be purposefully recruited in the future because they may have expertise that would strengthen the board

  • action item: Mike and Nick to email people to see if they are open to the possibility of running for board positions

  • action item: Mike to create a Google document in the board filespace to hold the names of potential recruits for the board

7:00

GM Survey Process

  • Charlene and Fred modified a prior survey form used to collect information from board members on the GM’s performance. Charlene will email it to the board after tonight’s meeting. Board members should respond on the format of the survey within a week.

  • Charlene and Fred will incorporate comments to finalize the survey. This document will be used in February to collect board input, which Charlene and Fred will aggregate. The board will review the results in an executive session by March, and share the assessment with the GM in April.

  • Action item: board members to review the form and email comments to Charlene and Fred by Jan 30.

  • Action item: Charlene and Fred to complete development of the form by next meeting.

7:08

Policy Register

  • Nick wants to consider improvements to the Policy Register. In a recent email he suggested a change to specify GM responsibilities for keeping important documents.

  • Nick suggests a formal continuous improvement loop be put in place to ensure regular review and updating of policies. He suggests that the board discuss this suggestion sometime this spring and decide how to incorporate it in the Policy Register. General agreement on this suggestion.

7:12

Policy C8 - Governance Investment

  • We may want to encourage people who consider joining the board to attend CDS workshops;

  • C8.3 calls for board to complete board budget for GM by September, but the board calendar schedules this for October. One or the other should be changed.

7:15

GM Reports: B1 quarterly financial performance review

  • Sub-policies 1 (sales growth), 2 (net income) and 3 (liquidity) are out of compliance

    • B1.1 Sales growth is positive, but not meeting the 3% goal

      • Plans are to improve merchandising in the store and move produce to the front of the store; increase sampling in store and marketing out of store.

    • B1.2 net income is best 4th quarter ever, 2.75% of RV but short of 3%

      • Plans are to better manage labor hours and to increase Sales per Labor Hour; set performance goals by key department.

    • B1.3 current and quick ratios are improving, but remain below targets

      • Plans for next couple of years are to pay ⅓ of member-owner loans due each year; renegotiate ⅓ of member-owner loans out to 2021 or later as they become due; renegotiate ⅓ of member-owner loans into food credit.

  • 4 (solvency) and 5 (ownership growth and owner paid in equity) are in compliance

    • B1.4 Debt to Equity ratio must be below 3.0; this quarter the ratio is 2.79 to 1 (first quarter ever that this measure is in compliance)

    • B1.5 Co-op member-owners number should grow by 5% annually; this year, the number grew by 17.7% over last year. Member paid in equity should grow by 5% annually; this year increased by 22% over last year.

  • This quarter, every metric moved in the right direction

  • Suggestion made that quarterly financial reporting include a high level Budget-to-Actual report, using the GM’s plan for the fiscal year. (action item: GM to develop new quarterly report for board)

7:50

GM Updates

  • Kitchen staff transitions

  • Store floor plan redesign

  • January labor costs lower than expected

  • Solar campaign reached the goal, thanks to a final generous donation by a member-owner. The roof has been evaluated and determined to be capable of supporting the panels. GM’s goal is to see panels in place and productive by April 22nd, Earth Day, date of Annual Member Meeting, and store opening anniversary.

  • Policy B9, GM emergency succession plan: annually reviewed in September according to board calendar, but a suggestion made that it would be appropriate to revise sooner as a result of the recent GM transition. Action item: GM to discuss possible GM back up plan with some staff members

  • Action item: Mike to check on current co-op bank signatories

8:05

Next meeting items:

  • Board candidate list firmed up by next meeting (Mike)

  • GM survey ready for next meeting (Charlene and Fred)

  • Start to review mortgage in March (Danielle)

  • Proposal to recruit member-owners to participate in a Habitat for Humanity project in October; start planning in June

8:15

Meeting adjourns

Board Meeting Minutes December 2017

Jacob Titus

Board of Directors Meeting Minutes

Note: Minutes are posted to this page roughly a month after each board meeting, because A) the minutes must be prepared by the secretary; and B) the board must approve the minutes at the next board meeting, possibly with corrections.  The minutes are posted after that..

December 19, 2017

Attending: Molly Moon, Nick Licina, Danielle Meersman, Charlene Rountree, Myles Robertson, Fred Myers, Sarai Godwaldt, Mike Geglio

Absent: Chris Hebron

Time

Topic

6:30

Minutes of last meeting reviewed and accepted

6:32

Member-owner comment: no visitors

6:33

Board Discussion: Purpose Driven Boards (Molly)

  • Board should be thinking about the future purpose of the co-op

  • A co-op grocery has the power to create community wealth

    • Revitalize the physical property and the neighborhood

    • Money spent on local products stays in the community

    • Co-ops create a positive contribution to the living space

  • Serves as outlet for local ‘hidden gems,’ acts as an expression of the local community

  • People from outside the community are attracted; helps to keep people in the community here

  • The board has the responsibility for the future of the co-op

  • Co-ops don’t grow just for the sake of growth, but to increase effectiveness and impact. The store is the economic engine of the co-op vision.

  • Our board should keep a parking lot of ideas for future consideration

  • The board calendar is not rigid, it is an outline

  • Imagine the future and work on making it a reality

  • Need to carve out time to work on these ideas

  • In the last year, we worked on organizational foundation, this year we need to deliver on goals (ex: member engagement)

6:50

Board Calendar

  • Member engagement

    • Share the board calendar with members after approving it

    • Recruit actively for the board

    • Post an article on the annual financial statement

    • The board plans an effort to recruit new members during first quarter

    • Recruit member-owners to participate in volunteer projects

  • Board budget of $8400: possible to save 10% and return it to the store?

  • Board candidate packet should be in the store and on-line; need to make member-owners more aware and recruit for new board members more broadly

  • A presentation on Blue Zone is proposed for February in the Board calendar. Member-owners would be invited as well.

  • We should find CDS articles about the purpose of a board and a co-op to share with member-owners in order to grow a stronger connection with them (action item: Molly volunteers to research this)

  • Suggestion to spotlight individual co-op producers, monthly or quarterly

  • An annual report could be available at the store registers and for distribution at the Annual Member Meeting; Myles said that he and Jacob are thinking along those lines, maybe producing something like Edible Michiana, to spotlight producers periodically

7:10

Board adjustment: Eddie’s resignation creates a vacancy that has a longer term than the one Sarai was appointed to. Motion made to move Sarai to Eddie’s position so she doesn’t have to run for the board in April after only a few months. Motion seconded and approved. (action item: Mike to update log of board terms; also to delete or archive old files from board filespace)

7:15

GM Reports: B5/B6 corrective action plan

  • The B5/B6 reports were submitted at the November meeting, but the board neglected to formally accept the corrective action plan at that time so the CAP was reviewed today. Some of the planned actions are already completed.

  • In compliance with sub-policies 1, 2 and 3 of B5 Treatment of Customers

  • In compliance with sub-policies 3 and 5 of B6 Treatment of Staff

  • Out of compliance with B6

    • 1: GM must not operate without written personnel policies; plan is that the employee handbook update will be completed by 1/31/2018

    • 2: GM must not allow inconsistent personnel policies (primary issue in this case is lack of communication with kitchen staff); plan is to meet with Front and Kitchen staff 11/29 to begin remedying this problem. Completed, 11/29

    • 4:  GM must not establish inequitable compensation and benefits: plan is to adjust labor hours and increase Sales per Labor Hour in order to provide better compensation

  • Decision Tree process applied, board accepts report and CAP

7:25

GM Reports: B2 Planning and Budgeting

  • GM finds compliance in all sub-policies

  • Briefly steps through budget

    • Projects slight increase in sales, except wholesale and catering which will remain flat

    • Increase in profit from alcohol sales at one-off events (ex: Oktoberfest)

    • Gross Profit projected around 36%

    • Payroll is greatest expense; decreasing but still spending too much

    • Credit card processing fees are likely to grow commensurate with sales;

    • Utilities item does not reflect potential savings due to solar implementation

    • Other items discussed include insurance for store and board; loan repayments and interest; should solar donations be booked as income or equity?

    • Net income projected approx $12,500

    • Capital expenditures could include wiring, need new outlets in the front and back of the store; want to move the produce cooler and add merchandising shelves

    • Looking for 118 new member-owners, averaging $100 apiece

    • End of quarter Cash on Hand should remain positive throughout the year, even with losing quarters

  • Acknowledging that specific budget numbers will never be exactly correct. The presented budget is in quarters, but the GM relies on monthly projections so he can track and react quickly to events.

  • Expecting a positive annual net income

  • If you add depreciation back in, the performance falls into a reasonable range for the co-op grocery industry

  • The budget is shared with the staff. It’s good to make them more aware and financially literate. Helps with staff retention.

  • Board uses Decision Tree to evaluate the report; accepted and approved.

7:55

State of the co-op

  • Reviewed the GM’s 100 day plan

    • New labor structure: more work being accomplished in fewer hours

    • Need to finish performance reviews

    • Kitchen: difficult to keep staffed and managed

    • Lack of adequate staffing can be stressful for employees

    • Higher hourly wages can be found elsewhere in the community, especially in manufacturing jobs, so competing for good employees

    • Just hired a new closer

8:05

Topics for next board meeting:

  • Need people to volunteer for committees: board candidate committee, GM evaluation committee

  • New conference phone in the meeting room (action item: Fred to send Molly the phone number so she can dial in during her winter peregrinations)

8:10

Meeting adjourns


 

Board Meeting Minutes November 2017

Jacob Titus

Board of Directors Meeting Minutes

November 28, 2017

Attending: Molly Moon, Nick Licina, Danielle Meersman, Charlene Rountree, Myles Robertson, Mike Geglio

Absent: Chris Hebron, Fred Myers, Eddie Forero, Sarai Godwaldt

Time

Topic

6:40

Owner-Member comments and discussion

  • Krista Bailey attended to follow up from responses to questions she had raised at the meeting in September

  • October meeting minutes are not in the PPC web site yet (Mike to follow up: later the board realized that October meeting minutes are not approved until the November meeting, which is why they are not yet published as of the November meeting)

  • Krista emphasized that other members had approached her and stated that the GM change felt too sudden and that there was a lack of transparency around the decision

    • Board explained that the co-op consultants recommended that once a decisions was made, the transition should be very quick

    • Member-owners have not approached board members with concerns about the GM change, or drift from the mission or the lack of transparency. Krista says she has encouraged people who talked to her to convey their questions and concerns to the board.

    • The staff of the co-op had been informed by the interim GM immediately upon the change in a special meeting.

    • The board agreed that more effort should be made to make the member-owners aware of who the board members are to enable communication of concerns. Pictures of board members can be added to the PPC website to make recognition easier.

    • Quarterly financial statements are available to member-owners upon request. The consensus is that the quarterly statements and other financial documents are not public record as they may contain proprietary or competitive information. As a result, they should not be published on the PPC website or distributed to non-members.

    • Meeting minutes review and publication will follow this schedule:

      • Minutes will be saved in the board’s google space and  available for board review by the Sunday after the Tuesday meeting;

      • board members should review and send corrections to the secretary by the following Tuesday;

      • corrections will be made prior to the next board meeting;

      • the board will review and vote on approval at the next meeting;

      • approved minutes will be sent to the GM for posting on the PPC website upon approval.

7:25

Minutes of last meeting reviewed and accepted

7:30

Announcements

  • CLBD agreement with CDS has been signed and delivered

  • Finance committee charter is completed and saved in the board’s google filespace

  • Candidate Election Packet:

    • Minor corrections suggested and applied

    • Mike and Nick to review and publish final version this week

  • Tentative February presentation

    • Blue Zone representatives may make a presentation to all member-owners in February. Co-op products may be available on-site.

7:32

Yearly reflections (what went well? How do we incorporate that?):

  • The board redefined their job, and then started to learn how to do it

  • We need to take more advantage of what the CDS consulting has to offer

  • There has been more consistency and focus; the board has been more effective

  • We are developing the ability to make hard decisions

  • Biggest challenge is how to stay on task

7:45

GM Reports

  • 2 staff members went to CDS training in Minneapolis

  • Maureen met with Brad (GM Maple City Market) on aligning PPC books with co-op standards

  • B5 Treatment of Consumers compliance

    • Sub-policies are all in compliance

    • Planning coffee with GM / drinks with GM: opportunities for consumers to interact with the GM

    • Focus on sales data to determine what works well, because purchases tell us what people want

    • Research and replicate other co-ops’ successes

  • B6 Treatment of Staff compliance

    • Not in compliance with sub-policies 1, 2 and 4

    • 1: employee handbook is not complete; will be by Jan 31, 2018

    • 2: communication with front staff is easy, but not with kitchen staff. As a result, the GM will schedule regular GM/Kitchen Management meetings.

    • 3: in compliance

    • 4: cooks and clerks need updated job descriptions

      • Plan to grow sales per labor hour to bring key position wages to correct rates

        • Need to grow sales

        • Need to increase margins

        • Need to cut costs

    • 5: in compliance

  • Member-owner drive: 51 new member-owners reached for 4th quarter so far

    • Goal was 48, still a month to go

  • Solar at $17K; need $20K. Confident we will get there.

  • December 21, winter solstice ‘Here Comes the Sun’ concert planned to raise additional funding at a member-owner’s home. $25 per person.

  • Holiday staffing: arranged with former employees to fill in to allow current employees to take time off.

  • Participating in DTSB holiday window decoration competition

  • CDS training in 2 weeks in Traverse City on open book management. Myles and another staff person may go. Cost for sessions are free.

  • Gift basket orders are taking off. Large orders from different organizations.

  • Board votes to accept B5/B6 reports

8:30

Board Calendar 2018 review

  • Includes an Appendix that shows all listed CDS class for the year.

  • The line for GM reporting has been completed by Myles and Nick

  • The line for Board monitoring will be completed by Charlene

  • Events are being added for community engagement, some are already in the planning stages.

More work will be done by Charlene and Nick and the Calendar presented for discussion, review and approval at the December meeting.

8:40

Email lists: two lists, too confusing. Get rid of old one and update new one.

8:50

Discussion about limiting member-owner input to 5 minutes. Member-owner input is welcome, but it can be impossible to stick to the planned agenda if open-ended.

9:00

Meeting adjourns


 

Board Meeting Minutes October 2017

Jacob Titus

Board of Directors Meeting Minutes

October 24, 2017

Attending: Molly Moon, Nick Licina, Fred Myers, Eddie Forero, Danielle Meersman, Sarai Godwaldt, Charlene Rountree, Myles Robertson, Mike Geglio

Absent: Chris Hebron

Time

Topic

6:32

Preliminaries:

  • New members Sarai and Charlene welcomed to the board

  • Agenda review

6:35

Owner-Member comments and discussion

  • Sandra Bailey had reviewed the GM report section from last month’s minutes and had the following comments and questions about projected spending

    • Glad to see the possible move to solar power;

    • Cooler case may need to be replaced;

    • How are priorities on spending set for choices like these?

  • Eddie explained that the cooler problem had been resolved for the time being by shifting perishables to a different, more reliable cooler and using the old cooler for items where temperature is less of a concern.  So, no spending will be necessary.  The solar power implementation is currently a high priority because state law regarding net metering for new customers will change after October.

  • Sandra had additional questions, but these were about store operations.  Since the board does not have direct input to store operations, it was recommended that Sandra take these to the GM.  She agreed to do so, and left the meeting.

6:40

Minutes of last meeting reviewed:

  • Conflict of Interest forms have not been signed by all members.  Mike handed out forms, and at the end of the meeting collected them from all but 2 board members (action item: Mike to get last 2 signatures)

  • Mike had offered to review questions raised at the last meeting by Krista Bailey and draft responses:

  • 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?  

    • The board feels that the decision does not indicate a shift in values.  Our guiding principles remain unchanged.

 

  • 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?

    • A formal statement was shared with member-owners immediately following the decision.  The statement is available for anyone who may have missed it, and the member-owner discussion time remains as a standing agenda item at monthly board meetings for anyone who wants to address the board.

 

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

    • Quarterly financial reports are delivered to the board by the GM.  The latest will be reviewed tonight. These reports are available to member-owners upon request, and the board expects that future reports will show a positive trend in the co-op’s financial condition.

6:55

Candidate Election Packet:

  • After some discussion, minor changes to the forms were agreed upon.  The board voted to approve the forms with the proposed changes.

7:01

Board Budget and Board Education Plan

 

  • Membership and consulting services of CDS cost the co-op $9200 this year, and we were provided many hours of additional free support.

  • The new offer for a year of membership is $5460, which includes a fee reduction of $1250.  

  • Last year we were granted $500 from the Robert K Morris Foundation to help support the cost of CDS membership.  The grant can be awarded annually, and we can request more than $500, although most awards are in the $300 - $500 range.

  • Consensus among the board that the CDS consulting was extremely helpful this year, and that the basic courses they offer are of great benefit to new board members.

  • Other items proposed to include in the board’s budget for the upcoming year include:

    • $450 for the annual member-owner meeting in April;

    • CDS classes ($300) and travel to the classes ($350)

    • Advertising to enlist new member-owners $120

    • Annual board retreat and dinner $300

  • The board voted to approve these items for the GM to include in next year’s budget. The details were provided to Myles by Nick.

7:22

GM Search

  • Interim GM offered the position of General Manager, and he accepted.

  • Discussion of when and how to release the message.  Decision to wait until November 1 to make the decision official.  (action item: Mike and Nick to draft the message, which will be published in email, on Facebook, in the Porch Post and on the PPC web-site).

7:45

Policy Items D2 and D4

  • The board reviewed policies D2 - Accountability of the GM and D4 - Monitoring GM Performance

7:50

B1 Financial reports

  • B.1 Sales growth must not be inadequate: out of compliance

  • B.2 Operations must not generate inadequate net income: out of compliance

  • B3 Liquidity must not be insufficient: out of compliance

  • B.4 Solvency must not be insufficient: out of compliance

  • B.5 Growth in Ownership and Owner Paid in Equity must not be insufficient: in compliance

  • Take-aways:

    • Co-op is selling less, but making more per sale

    • In theory we have enough assets to cover short term liabilities, but we remain cash poor with large long term debts on the horizon

    • Sales must increase significantly

    • The growth in member-ownership is surpassing goals, and the resulting increase in equity is keeping the co-op in business

  • Myles presented planned areas of improvement.  By the next B1, the board will expect the improvement plan to have measureable goals with timelines.

  • Decision tree followed, and board accepted the B1 document

8:50

Meeting adjourns