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Board Minutes

Board Meeting Minutes December 2016

Greg Koehler

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

Greg Koehler

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

Greg Koehler

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

Greg Koehler

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.


 

Board Meeting Minutes August, 2016

Greg Koehler

August 18, 2016

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

Absent: none

No guests to introduce

Approved minutes from July 21  meeting

CDS Retreat, Monday August 15

Discussion about the working session Monday night facilitated by CDS consultant Joel Kopischke:

As a group, the board reviewed the entire CDS policy governance template Monday and adopted it with very few changes; Mike will incorporate the changes into the template and save the document in the Board file space.

Comments noted that the pace of the review was very quick; that Joel discouraged making many changes, and was able to effectively explain why the suggested changes were unnecessary.  All participants of the session were very positive about the outcome.

Topics reserved for later discussion were captured by Russ, and he will send them out to the rest of the board.

Future steps include merging the existing bylaws with the CDS template.  Nick and Molly will do an initial evaluation.  The goal is to present this information at the Annual Meeting.

Joel suggested in email that the board have a follow up call with him in the next couple of weeks.  He posted a Doodle board to find the best time.  Members are asked to fill in their availability.

Annual Meeting

4 director positions expire December 2016 (Russ, Eli, Chris and a vacant position)

Fiscal year starts in January.  Joel suggested that we might want to move the annual meeting to the spring.  We would have completed our fiscal year reporting, have had time to evaluate the GM, and elect new directors.  The policy governance would be in place to present to the member-owners.  This would require that we extend director appointments for 4 extra months, however.

Discussion about changing our quorum definition.  Fred points out that according to state law, the board has the authority to change the quorum requirements without needing a member-owner vote to approve.

One possibility would be to set the quorum to 5% of the member-owners (for 800 members, we would need 40 voters); another is the Maple City strategy of saying whoever shows up is the quorum.

Last year’s method of a week-long in-store vote worked well to get a good number of votes from member-owners.  We could do that prior to the annual meeting in the fall, and in addition allow member-owners who come to the meeting and did not vote in-store to vote at the meeting.  Notification time, according to bylaws, is that member-owners need to receive a communication describing the issues to be voted between 2 weeks and 2 months ahead of time.

Should the number of directors be reduced?  No strong support for that.

Proposed timeline for annual meeting:

September 1: ask interested member-owners to submit their names as candidates for board; 2 week period to apply

September 15: last day to submit candidate names

September 22: board meeting to review candidates.  Joel recommended applying a vetting process to candidates.  CDS library hsa documents describing criteria and process to ensure a good quality board.  Mike will research this prior to the next board meeting.

September 23: accepted candidate names posted

October 23: week long in-store voting on candidates and other issues(such as whether to move the annual meeting to the Spring)  begins

October 30, 4:00 pm to 7:00: annual meeting

Eli will look into venues

Greg will look into available budget from store

GM Updates:

The idea of serving beer and wine in the cafe has been dropped.

Selling beer and wine and possibly other alcohol in the store remains a possibility.  Greg will talk to Maple City to learn about their experiences.

Miscellaneous Updates

Annual Calendar: Russ, Greg and Mike will work on developing an annual calendar for events and for GM reporting to the board, following CDS guidelines.

Art Beat - PPC volunteers will work on the former College Football Hame of Fame gridiron.  Free slushy and kombucha samples will be available to hand out.  The event is scheduled for Saturday Aug 20, with Sunday Aug 21 as the backup day if weather is inclement.

Officer Change: because of the scope of change presented by the policy governance adoption, and the current demands of his business, Chris agreed that it would be a good idea for him to step down as board president.  Russ was nominated to be the new president.  The move was seconded, voted and approved.

GM review: CDS provides process documents for handling the GM annual review, but the event will not take place for more than 6 months.  The review for the current year is overdue.  It was proposed that Greg present to the board a GM pay increase based on the store’s financial status.  This will occur next meeting.  The board will then decide whether to approve the change.  This proposal was approved by the board, and Greg agreed to follow through.

Local Food Council: Tama represented PPC at a food council meeting of local organizations.  She gave a brief description of the event.

Meeting ends.

Board Meeting Minutes July, 2016

Greg Koehler

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

Absent: Chris Hebron

Housekeeping
No guests to introduce
Approved minutes from June 16  meeting

Member-owner input opportunity
No member-owner visitors

Manager’s Report - Greg
New graphs are included in this month’s manager’s reports.  The CDS workshop in Chicago provided some models.  Greg is using a database of from the Coop Initiatives which normally requires payment but is offered free to start-ups.  The DB offers an immense amount of data from participating co-ops, and Purple Porch will provide our data to them as well.  The graphs generated by Greg from Purple Porch data includes DB data from our Peer Median group as an indicator to measure our performance.  The Peer Median groups are defined by amount of business, so can include start-ups and mature co-ops.  The Maple City Market GM uses these kinds of graphs to demonstrate compliance to board policies.
HR: 
phasing in the co-op’s minimum hourly wage to the $10.10 level over the next year.  City of South Bend is already there.  Every 3 months, all employees will get a bump.  After the goal is reached, additional raises will be merit-based.  The expectation is that in addition to providing a fair living wage to employees, the co-op will benefit from the ability to retain valuable employees.
Positions with higher responsibilities are being formally established among the staff employees. ‘‘Leader 1’ roles have been assigned to Maureen and Sara; their responsibilities include scheduling staff, catering planning, and ordering for the kitchen.  A ‘Leader 2’ will be established after the position description is finalized, which will have less responsibility.
Local sourcing: a graph reporting local sourcing shows the mix of revenues by quarter between local (within 60 miles) and regional (within 400 miles, although for our store the effective range is 300 miles).  Local sourcing is by far stronger than regional.  The change by quarter of the total combination of local and regional follows the seasons very regularly over the last 2 years.  Q1 is the lowest point with a straight line increase peaking in Q3.
Marketing - 
participating at the Envirofest event in Elkhart was successful.  The gross revenue was $600, and resulted in very positive community engagement.
PPC will participate in the local Oktoberfest events by having  German-themed music and foods on site.
Sara requested help setting up, staffing and tearing down the PPC Art Beat stand on Aug 20 from 11:00 to 7:00.  There will be 2 or 3 hour shifts requiring 2 or 3 people each.  Several board members will participate, and Molly will coordinate the arrangements.
The repairs to the parking lot are underway.  Holes are being filled, a new layer of blacktop is being applied and parking spaces will be lined.
By next board meeting, Greg will present to the board his plan for adding alcohol to the PPC and cafe products.  Maureen and Sara are helping to work out the plan, which includes a Riverfront 3-way alcohol license, rearrangement of spacing and staffing.  Last year the idea was also considered but rejected by Greg as too difficult to implement in the cafe without wait staff and other requirements.  New ideas about managing the change have been introduced, and now he thinks the effort is feasible.

Danielle reports on financial statements:
P&L: 
Danielle has added a new account for Shrinkage to the Chart of Accounts.  This will allow the store to track losses of inventory to spoilage and other factors more accurately.  It also allows other accounts to be brought to more accurate levels: the inventory value will be reduced and the Cost of Goods Sold will rise to offset the shrinkage.
Danielle explained pricing strategy options like First In, First Out and Last In, First Out which are used to record net revenue, and that she is considering which may be most useful for the store.  It would be a significant change to reporting, and may not be worth it.
Revenues for the store and cafe are falling currently, which is normal for the summer months as patrons leave for vacations.
Balance Sheet: 
Danielle reports fairly consistent status over the last few quarters.  
Danielle explained the impact of depreciation on reducing fixed asset values.  She also pointed out the slow steady reduction in long term debt.  There was some discussion about the option of consistently paying down debt as cash is available, or using the cash to invest in assets that may spur growth and increase cash flow, helping to pay down the debt more quickly in the future.
Credit card: the balance of debt has remained steady between $11,000 and $15,000 over the last few quarters.  This is not a snapshot effect, where the volatility of using the card and paying it off is masked by the reported balance.  Greg stated that the card has great value in providing flexibility to buy goods and services, that there are cash-returns based on usage that he has been able to take advantage of, and that he foresees an opportunity to pay down the debt very soon if no unexpected costs arise suddenly. 
Molly suggested an idea that might help reduce member-owner debt.  People who have loaned the co-op large amounts might be willing to support a forgiveness program.  If a person who has loaned a small amount is willing to convert some or all of it into a donation, the same amount would be forgiven from the pool of larger loans.  That way people could feel they were donating $2 for each dollar they actually gave.  No decision was reached. 
Tax bill: in May the amount paid on the overdue property taxes was reported to be $6000.  In June, the amount in the P&L was over $11,000.  Danielle explained that the original amount was the minimum charge required to avoid listing the property to sell for back taxes, but the larger amount was the total tax to date, including late penalties.  The full amount was paid.  The taxes were allowed to fall overdue because the statement was being sent to the wrong address for a period of time.

CDS Consulting
Take-aways provided by the people who went to the Chicago workshop.
Available dates for the retreat were evaluated, and August 15 from 1:00 pm to 9:00 pm was agreed on.
CDS has instructed the board to provide an agenda.  After some discussion, the following suggestions were agreed on: how to best create, implement and practice policy governance; how to run board meetings efficiently; how the board can make decisions efficiently; and if time allows how to develop a future vision for the co-op growth.  Molly will present the agenda to the consultant.
Mike will find out if the Zion UCC meeting space is available for the retreat (the availability has been confirmed).
Mike can provide a room for the consultant’s overnight stay.
Board members who want to provide cash to support the cost of CDS consulting for this half year can give a check to Greg.  It should be made out to the Purple Porch Co-op, with a memo item CDS Consulting.  The total will be reported to the Ralph K. Morris Foundation in support of the grant request.
Russ proposed the board’s group photo be taken at the retreat.

Annual Meeting: a decision was made to assign a subcommittee to begin planning the event.  Mike, Eli and Fred will make up the subcommittee.  It was agreed to involve the members of the membership committee.  Fred noted that the board has the ability to change the procedure for changing bylaws, according to state law.  The difficulty encountered in the past of bringing together a large percent of member-owners to approve the change is not necessary..

Food Justice Summit: Eli and Tama reported progress on the effort to bring together the different groups in the local area who are concerned with Food Justice issues.  The meeting will occur in September at Charles Martin Center.

GM review: no progress has been made.  Nick pledged to review the process documentation developed by Susan and to share his findings with the other subcommittee members by next Thursday.  The other members of the subcommittee are Molly, Russ and Fred.

Meeting ends.

Board Meeting Minutes, June 16, 2016

Greg Koehler

Attending: Chris, Nick, Danielle, Eli, Tama, Mike, Molly, Fred, Greg

Absent: Russ

1. Housekeeping

  • Approved minutes from May 19  meeting

2. Member-owner input opportunity

  • No visitors

3. Manager’s Report - Greg

  • 730+ member-owners, averaging 1.8 new people per week
  • Store performance metrics continue to look good:
  • Sales / labor hour increasing 
  • Labor as % of sales is constant; if it goes low, could be a sign of abusing workers and if it goes high could be a sign of inefficiencies
  • Margin minus labor is trending flat
  • Switching remaining employees to hourly status by year end.  The policy will be that everyone works 40 hours a week or less, or they get paid overtime.  In the past, some kitchen managers worked too many uncompensated hours.  Their workload has become more reasonable.
  • Looking for ways to bring employees to a minimum of $10 / hour.  City is moving there, BrewWerks is there already.  We want to hang on to good employees.  The cost would be an additional $500 per week or $2000 / month.
  • Marketing events
  • next First Friday: July 1 (American as …)
  • Art Beat: Aug 20
  • First Friday on October 7 (Oktoberfest theme)
  • WVPE sponsorship continuing
  • Building: parking lot needs resealing.  With neighboring stores, talked to a likely provider.
  • Local sourcing
  • Market night RV has increasing, peaked around 5% of total RV
  • Discussion about the level of business and number of providers
  • Small number of producers at present for a variety of reasons, but a couple of new ones will be joining the mix soon.
  • Local products continue to make up a higher % of overall RV, trending upward steadily

4. Danielle reports on financial statements:

  • P&L: loss for May, reflects the unexpected payment for 3 years of property taxes: $11K+; Questions about amount, last month the tax plus penalty was reported to be $6000; Danielle will look into that; Aside from the taxes, May was almost as good as April.  Memorial Day had an impact.
  • Balance Sheet: total equity up for May despite profit loss; must be new membership

5. CDS consulting decision:

  • Eli talked to Ralph K Morris Foundation about the likelihood of a leadership grant to help underwrite the cost of a CDS membership.  Typically $300 to $500 can be granted, but the Foundation person recommended a higher request; no guarantee, but a higher amount might be granted.  They like to see additional support from other funding sources as well.
  • Molly presents arguments for subscribing, including very positive info from calls to GMs at co-ops in Buffalo and Kalamazoo
  • Mike presents arguments for alternative actions
  • Motion to buy the consulting for the remainder of the year is unanimously approved by the board
  • Molly will be the point person to make the arrangements
  • Around a half dozen people will be able to go to the CDS session in Chicago on July 9.  Possibly some employees as well.  Need to firm up and make car-pooling arrangements with Maple City
  • Mike to look up customer survey suggestions and develop a draft survey for member-owners with Chris and Greg
  • Eli, Tama and Molly will work on the Morris Foundation grant

6.  Food Justice Summit:

  • Eli and Tama are developing a plan to bring together the different groups in the local area who are concerned with Food Justice issues
    • Want PPC to sponsor a meeting
    • Proposing September 24
    • Maybe in Charles Martin Center
    • Asking for a supporting budget of maximum $500 from PPC
    • GM agrees to support the project at that level

7. Chris proposes an executive session of the Board; officers agree to meet on June 30 at 7:30 pm

8. Meeting ends.

 

Board Meeting Minutes, May 19, 2016

Greg Koehler

Attending: Chris, Russ, Nick,  Danielle, Mike, Molly, Fred, Greg, Eli, Heather
Absent: Tama

1.  Housekeeping

  • Member-Owner guest introduced (Charlene)
  • Approved minutes from April 21  meeting
  • Board resignations
  • Heather explained that due to changing circumstances in her work life, she will be unavailable to work on the Board, so resigns effective immediately
  • Rich Garrett, the employee representative to the Board, turned in his 2 week notice of separation to take a job at a nearby restaurant

2.  Member-owner input opportunity

  • Charlene asks about possible PPC expansion; some discussion about various opportunities to expand the cafe that were evaluated in the last year
  • Charlene asks about whether the kitchen will accept donations of tools or equipment (affirmative)

3.  Maple City visit: Molly, Chris, Nick and Greg attended a Maple City Market Board meeting to learn about how they use policy governance.

  • Observed how a meeting is run, and how the Board approaches issues without interfering with the GM.  All were positively impressed.
  • Requires a commitment of several hours to understand the principles and learn how to apply them.  MC has a 30 page document on line here describing their policies.
  • MC works with CDS Consulting, a coop consulting organization that offers a variety of workshops and services, website here.
  • Observations:
    • For each agenda item, board members are all asked if they have read provided materials and are ready to discuss them.  If not, item is tabled.  No time wasted.
    • Each item proposed for discussion needs to meet certain criteria.  A published decision tree is applied.  No time spent on items that fail to meet the criteria.
    • MC has a list of responsibilities spelling out what the GM must not fail to do.  There is room for reasonable flexibility.
    • Policy governance is focused on the Board/GM relationship.
  • CDS offers workshops periodically regionally.  One is scheduled for Chicago on July 9.
  • CDS is available for training and consulting at differing levels.  MC pays $6500 annually.  They have a structured call monthly with CDS; quarterly off-site training; and an annual retreat.  Also, a consultant is available as needed on-call.
  • Discussion on 3 options:
  • Individual board members pay their own way to go to the Chicago workshop;
  • PPC contact CDS to engage in a consulting arrangement;
  • PPC board members read and evaluate the MC document on policy governance and decide if it is possible to find our own way.
  • Decision: executive board meeting (plus any others interested) will read the MC document and meet on June 2 at 7:30 pm at the LGBT Center (1522 Mishawaka Ave) to discuss and decide whether to pursue the other 2 options.

 

4.  Manager’s Report - Greg

  • Greg completed a welcome letter to send all new member-owners describing their benefits and responsibilities.
  • Property tax for PPC was overdue.  Discovered by accident as only the final notice was sent to the correct address.  The amount plus penalty ($6000) was paid in full..  
  • Interest on member-owner loans due have been paid.  About 50 loans are outstanding, and about $500 was paid.
  • Discussion about the benefits or harm of pushing member-owner loan due dates into the future.  Does that just prolong the debt needlessly, or will the store build the ability to handle debts more readily in the future?  Molly requested a special report on the potential cash flow of loan obligations to help decide whether to encourage member-owners to extend loan durations.
  • Danielle walked the Board through the latest Profit & Loss Statement and the Balance Sheet.
  • Greg reminded the board that the open book management chart was posted on a wall in the office, and encouraged members to review it.
  • Three new restaurants are scheduled to open in the neighborhood in the near future.
  • The store is open an extra hour each weeknight and so far the practice is paying for itself.
  • Market Night is scheduled for next Wednesday.  Mike and Tama will represent the board.  The sign up sheet for board members at  future Market Nights is here.  Molly signed up for June 1 and June 15.  June 8 is open.
  • A music group is scheduled for First Friday, June 3.  
  • Support for WVPE will be noted on-line twice a week, once on Mondays and once on Wednesdays.  The times will vary.
  • The city has approved the installation of a shed by the walk-in cooler.  Lowes will install fencing.
  • Sourcing news:
  • 4 responses have been returned for the Farmer’s Market working group from potential producers.  More responses had been hoped for.
  • We will start working with a new regional distributor called Tiny Footprint.  Focused on Indiana and midwest producers.

5.  Lake City Bank and possible refinancing of NDFCU loan:

  • Chris, Nick, Greg and possibly Danielle will meet with the loans manager of Lake City Bank to see if there is any advantage to refinancing the NDFCU loan there.  Questions about whether there is increased equity in the property.
  • Discussion about the meeting with NDFCU a month ago on the same topic.

6.  New store planned for neighborhood:: 

  • Greg reported on a discussion he had with Dave Matthews.  Dave described a plan to build a 9 story apartment complex nearby, and the first floor will contain a store and pharmacy.  The planned date is 1.5 to 3 years away.
  • Greg’s view is that PPC will not survive as we do business now once the store opens.
  • PPC is not a primary store for most current customers
  • 71 member-owners of 720+ spend > $200 per month
  • 155 members spend > $100 per month
  • 4 households account for more than 10% of business
  • Greg  doesn’t see this as the end of PPC, but a time to identify our strong points and decide the what best strategy for future growth is.
  • Discussion about whether a survey should be sent to member-owners to learn what they value most in PPC.  Should we develop our own survey or hire professionals? No decision. 

7.  Meeting ends.

Board Meeting Minutes, March 17, 2016

Greg Koehler

Attending: Chris, Eli,  Danielle, Tama, Mike, Molly, Fred, Greg
Absent: Earl, Russ, Nick, Aubrea


Approve minutes from February 18 meeting
minutes approved

Member-owner input opportunity
no member-owners brought topics for discussion

Manager’s Moments
1st Thursdays: Greg suggested that it would be good to have a consistent Board presence in the store on 1st Thursdays.  We could set up an information table for a Board member to sit at and greet customers.  There was general support for the idea.  Mike will set up a Google sheet (here), and Board members can pick times around the lunch hour or after 5:00.
Financial Statements - Profit & Loss: Fiscal year started in January.  Greg described February’s net income as disappointing but not surprising.  He identified 2 points that made February look worse than it really was: 3 payrolls occurred in the month, and there was a large annual  insurance payment.  February is in a slow time of the year anyway, but he was able to point to some positive signs as well: the cafe continues to perform very well, and total income and gross profit are significantly higher than last year at the same time.  
New employee: Tyler Brown, cashier
Greg wants to target the October 7 First Friday, Oktoberfest, as a significant event.  He is asking neighboring businesses to contribute toward the expense of hiring a local polka band for music.  
Purple Porch did not have a great showing for the St Patrick’s Day parade.  We should take more interest.  He suggested that we assign a committee to focus on PPC participation for next year, and that we consider building a float for the parade.  No specific action items came out of this discussion.
Farmer’s Market working group: several suggestions for consideration: 
Greater Board presence on Market Night
Expand the hours, from 4:30 to 7:30
Expand store hours in general, 8:00 am to 8:00 pm, Monday through Saturday; Sunday 11:00 am to 5:00 pm
Some discussion about when the Board would meet.  If the cafe is not busy, there wouldn’t be a problem continuing to start meetings at 7:30 pm.  Shoppers would be welcome to listen in.  Sensitive topics could be held until after 8:00 pm.
FY16 Budget: Greg presented his new Budget tracking format.  Three columns for each account:
Budget / week (static amount for the year, just the annual budget for each account divided by 52)
Actual average / week
New budget / week (the annual budget per week minus the annual performance divided by the remaining number of weeks).  This column provides the average weekly activity required to meet the annual budget.
Greg says that the weekly changes, good or bad, have real impact on thinking, behavior and motivation.
Discussion about PPC becoming a supply hub for local restaurants. Maple City works this way.  Chefs can spend a lot of time hunting down fresh ingredients, which they would prefer to spend on the day’s menu.  If they can depend on PPC as a supply source, they are willing to pay for that service.  PPC needs to find a backup supplier so that if our inventory stock is low, we have a source to buy from and the restaurants don’t have to worry about supply.  This line of service could increase PPC volumes overall.  If the store reaches $2 million per year in sales, we qualify for access to larger suppliers which leads to better negotiated costs.

Loan status - updates on renegotiating or replacing the NDFCU loan:
Greg called our former NDFCU loan officer, who is now at Lake City.  We will arrange a meeting with him as soon as the financial statements for February are closed.
Mike arranged for a meeting with the NDFCU loan officer: 3:00 pm Monday March 21 at PPC.  Danielle, Greg and Mike will attend
Other banks suggested: Innova and 1st Source
Danielle emailed 4 member-owners whose loan repayments are overdue, and asked them to indicate if they were open to various options (forgiving the loan ; exchanging for store credit; extending the repayment period).  One responded already, and is willing  to extend the loan for another year.  The Board president will sign new loan forms.

Labor Metrics: Greg talked us through a chart of labor metric data that he has developed.  The 3 key performance indicators are trending the desired directions year-to-date.  Labor as a % of sales is dropping steadily, while sales per labor hour and Margin minus labor (the amount of each sale that we keep) are both going up.  Greg pointed out that the trends cannot be allowed to grow too steep even in the desired direction, as that may indicate excessive pressure on the sales staff.
The metrics only measure sales and labor hours, not expenses
Greg is continuing to refine the process
Member growth is a steady 2 people per week this year
Cashiers are not yet being rewarded for signing up new members.  Greg is considering ways to reward the cashier staff as milestones are reached, instead of individual effectiveness.  He wants to foster a team approach.

Movie update: Molly has been consulting with a student, Tessa Claritzio, at Notre Dame to arrange a showing of Polyfaces.  Tessa is president of GreeND, a student club that includes Notre Dame and St Mary’s students.  The event will be in the Andrews Auditorium, in Geddes Hall at the Center for Social Concerns, on Sunday, April 17.
Cost of facility is free; it holds 150+ seats
Cost of the film is either $25 (for DVD rental) or $350 (for HD theater quality).  The auditorium does not have high quality projection equipment, but 3 screens which project simultaneously.
After the screening, we will have a reception in the cafeteria with Cafe Max food, alcohol is not permitted.  
We can develop a student discounted, non-voting annual membership to offer.  Maybe sell t-shirts or food bags also.
Cost of movie: Molly suggested $10.  Mike and Eli think students should get in cheaper, or they may not come.  Eli proposed that we have a ‘suggested’ ticket price, maybe $5, and make it clear that this is a fund raiser.  Some people will pay extra.
Student volunteers will place posters up as well as brochures for table tops in the North and South Dining Halls.  Also GreeND will put up a Facebook event page.  2 volunteers requested from PPC for that evening.  Mike is willing.
Tessa says she has not been to PPC, because she doesn’t have a car or know where PPC is.  Chris pointed out that SB bus route #7 comes as near as ND Avenue and Cedar Street.
We discussed inviting the GreeND club to the store and providing light snacks or something.

Policy/Governance
Maple City is willing to have us observe a meeting to see how their procedures work.  They are busy in March, but we are invited to their April 25 meeting.
Chris will look for people willing to go; he will email info to coordinate soon

GM review: Chris will email soon looking for volunteers to review the process from last year and put it to practice this year.

Board vacancies
Earl resigned due to family obligations.  Mike will start a Google sheet (here) where Board members can propose replacements
Aubrea resigned due to family obligations.  Rich Garrett is interested, and checking to see if other staff want to be considered.

meeting ends

Board Meeting Minutes, February 18, 2016

Greg Koehler

Attending: Chris, Russ,  Danielle, Tama, Mike, Nick, Heather, Molly (telecommute), Greg
Absent: Earl, Eli, Fred, Aubrea

Approve minutes from January 21 meeting
minutes approved

Member-owner input opportunity
no member-owners brought topics for discussion

General Manager Update
GM requests a board policy on handling requests for refunds from member-owners who leave the coop
by-laws (3.6 termination of member-ownership status; 9.4 redemption of capital certificates): board has discretion to decide based on financial standing of the Coop, and whether to apply a discounted refund
Treasurer reports that current financial status of the Coop mitigates against ability to refund the cost of membership
Nick offered to write a standard letter for responding to requests under these circumstances
reciprocal membership with Maple City Market: can an SB resident who is a member-owner of Maple City become a Purple Porch membre-owner, and vice versa?
Maple City Market seems open to to develop an agreement with PPC
by-laws 3,8 state that Member-Ownership and any equity or other capital contribution paid by a Member-Owner is not transferable.  Does that mean that membership cannot be transferred from one person to another, or that membership to one Coop cannot be transferred to another?
Co-ops should help other co-ops
Greg will talk to the Maple City GM about developing a policy
PPC membership costs $200; Maple City membership costs $100
consensus that a person who moves to PPC from Maple City should pay the difference
change in insurance provider
new rate for Director and Officer coverage drops from $4000 annually to $1500
workers compensation are going up, but they would have anyway because the number of employees has risen significantly since the last assessment
Greg will be out for a few days and then on limited duty for several more due to minor surgery on Feb 19
Sponsoring WVPE Splendid Table program, and looking into collaborative advertising with Maple City
formed a working group to redesign and reboot Market night
Greg produced a draft of Member-Owner Rights and responsibilities
asking for feedback from board members before next board meeting
the application form for membership refers to rights and responsibilities, but they are not defined anywhere
once approved, a form letter can be sent to current members, and the information can be included as a brochure for new members

  Treasurer: year in review
Fiscal year 2015 financial statements are very close to completion.
P&L FY15 compared to FY14
gross profit up 42%
net income lower, some due to fixed asset depreciation
EBITDA (Earnings before interest, taxes, depreciation, and amortization) is a better reflection of actual cash income, increased over $20,000 from prior year
Balance Sheet
break even compared to prior year
lots of debt demands
total assets are up
current liability close to last year
long term debt shows very slow decrease
overall equity up from prior year 70%
aside from long term debt, status is good but as member-owner loans come due we will have problems
current status looks bad in part because this is a slow time of the year, plus certain annual payments like insurance are due now
in summer, as business picks up we should be in better shape to make payments on loans
member-owner debt
Danielle plans to reach out to people with loans due, she will prepare a communication.  Mike will review it
3 member-owner loans are overdue from last fall
in March, we should be able to shop around banks to refinance mortgage
if required, we may have to get an external financial audit

Fund raising efforts
need to decide on one or two ideas to focus on
Polyfaces video
costs $350
could show at St Mary’s or IUSB, approach Sustainability Offices
Mike to check availability and cost of Debartolo Performing Arts Center
currently we are gaining about 2 new members each week
discussion about the purpose of showing the movie: raising awareness or fundraising?  Big impact on ticket prices.
new RV sources
First Friday Oktoberfest will be an opportunity
board volunteers could support a one time fund raising event
cookbook
could be a fun community activity
too many downsides, need to order ahead of sales; lots of hours required to assemble the document and arrange for printing
farm to table dinner
easy to organize
July / August timeframe so produce is available
consensus is to go forward with this idea
need a committee to prepare analysis for next board meeting

2019 expansion (Nick)
long term strategic plan
consider physical expansion of building, add a second floor
this year begin to plan, work on debt
next year look for funding, talk to builders
following year, begin work

Board members bios / pictures on PPC web site (Molly)
Tama suggests pictures on walls of store with short bio statements
could put pictures both on web site and in store
Greg can take pictures
each member can provide a short bio, Russ can provide 4 or 5 questions for each person to answer

new insurance requires board signatures; document passed around and signed

9. Russ asks if there is a committee to meet with neighborhood groups or other groups to discuss PPC.  Surprised that people in his Sunnymede neighborhood are unaware of the store
10. Chris asks that board members submit agenda items early enough that he can get the agenda organized and sent out early before the next meeting
meeting ends

Board Meeting Minutes, January 21, 2016

Greg Koehler

Attending: Chris, Eli, Danielle, Tama, Mike, Nick, Fred, Earl, Aubrea, Greg
Absent: Heather, Molly, Russ, Heather


1.  Approve minutes from December 16th meeting

  • We have a full board again.  As noted in the special post election meeting notes of January 7, Tama was re-elected, and this was the first meeting where newly elected board members Nick and Fred joined us.
  • minutes approved

2.  Member-owner input opportunity

  • no member-owners brought topics for discussion

3.  General Manager Update

  • Greg described a membership brochure that is being developed as a handout at the cash registers.  Two questions had come up during this activity which he brought to the board for consideration:
    • Two local businesses paid for member-ownership.  What benefits and voting privileges do they have?
    • The bylaws limit a membership to a household.  What exactly is a household, in this sense?
  • After some discussion, the consensus was that these questions are worth thinking about, but that the impact at the current time was not material in either case.  No specific follow up is planned.
  • Financial statements
    • Danielle and Greg reported that the statements are nearly closed through December, but not quite.  Danielle hopes that by the next board meeting the accounts and procedures will be finalized with Maureen’s, Greg’s and Anita’s participation.  At that point she wants to perform some analysis on the statements and report important findings to the board.  
    • Shrinkage: it was noted that the amount seems very large (about $40,000 by the calendar year end).  Danielle and Greg agreed that the amount is not due to theft, but an indication that we need to better categorize discrepancies.  Store inventory is taken annually.  Quarterly would be better, but it an expensive process, requiring the store to be closed the entire time.
    • Proposed budgets were shared.  Greg based these on last year’s budget and performance, and tried to make the new year’s budget more realistic.
      • wholesale sales are projected to be much lower than last year’s budget.  This is due more to the lack of attention put into growing that part of the business rather than any failures.  There may be opportunities to pursue this direction more in the future.
      • Member-owner equity was scaled back to reflect the growth in the year just ended.
      • the coop has 23 employees now, so worker’s compensation costs have risen.
      • general liability insurance was more expensive than expected.  Greg is willing to evaluate other providers.  Earl put him in touch with someone he knows.
  • Manager wish list
    • Greg would like to know more about possibly providing some health insurance for employees.  Nobody on the board is expert in small business employee health insurance or HIP 2.0, but Mike volunteered to see if either of 2 more knowledgeable contacts are willing to help us understand options.
    • Greg wants to talk to the Maple City coop about possible collaboration on purchasing strategies.  He feels both stores can learn from the other.
    • Wednesday Market reboot
      • Greg is developing two strategies for revitalizing the market night
        • cold months: limit the number of producers to 3 each week, Hebron Farms plus 2 a rotation from the others.  The goal would be that the other producers participate at least twice a month.
        • warm months: Greg wants to form a working group of 2 producers, 2 board members and 2 customers (an old and a new member-owner).  He wants to brainstorm the entire set up, reviewing every aspect, to aim for a bigger and better weekly event.

4.  Loan status updates

  • Danielle pointed out that the Balance Sheet divides the loans into different long-term liabilities.
    • NDCU: $46000, paying $400/month; a balloon payment is due Spring 2019;
    • Mappes: $36700, paying $200/month;
    • Ancon $9100, paying $200/month, formerly paid $400/month
    • member-owner loans: $158,000
      • 4 short term loans matured in 2015 ($7000), Danielle wanted to contact the members to discuss repayment options but did not have the chance
      • PPC doesn’t have the $7000 to repay immediately
      • $4000 more due in April 2016
      • Danielle and Greg to confer on what’s affordable for PPC
      • about $20000 more due in around 18 months
  •       Nick suggested that we ask NDCU to reappraise the building.  Originally it had low value, both due to its condition and the state of the neighborhood.  The building has undergone significant improvements, and there has been an increase in current and planned construction in the neighborhood.  The value of the building has probably increased considerably.  His thought is that we could borrow enough on the increased equity to pay down some of these loans, and at a very good interest rate.
  • Danielle wants to wait until the books are finalized before approaching NDCU.  That was one of the Credit Union’s concerns previously.  But in general the suggestion was well received by everyone, and we will review it when the financial statements are fully corrected.

5.  New income ideas

  • get serious about writing a new grant.  We need to have a consensus about what goals we want to propose for funding, and how to identify acceptable sources of funding.  Possible proposals include subsidies for member-ownerships and for store credit on behalf of low income customers;
  • custom window box and planter gardens.  We could partner with the member who built our ballot box to build window boxes to customer specifications.  We could provide dirt and a variety of herb and small vegetable seeds to choose from, with instructions on caring for the garden.
  • approach Bare Hands Brewery to see if they have interest in stocking grab & go type food items.  They have experimented with a variety of ways to provide food at the brewery since last summer, and currently offer panini sandwiches, but they have a very small kitchen and reportedly do not like making the sandwiches.  
  • offer nutrition related training to local businesses.  Businesses will pay $200/hour for diversity training;
  • use social media to solicit recurring monthly donations; or put a button on the PPC website to click to give a donation - should publish a target goal.
  • sell tickets for a dinner:
    • opportunities to meet producers, a festival or dinner at a  farm
    •  fund raising events with plated dinners at a rented hall
    • arrange for a known guest speaker 
    • a potato bar, baked potatoes with many choices of fillings
    • wine and cheese tasting
    • see if producers or local business would donate food or wine or beer
  • regularly suggest to customers at the cash register the opportunity to round up their payment up to the next whole dollar.
  • the Bonnie Doon trailer is available for $3000.  It could be relabeled as the Purple Porch truck, and used to provide a presence at all kinds of local events.
  • cooking classes
  • trivia night
  • boost membership; 
    • train cashiers
    • offer cashiers commissions on sold memberships
    • visit local organizations, churches, clubs, etc to speak on the benefits of membership
  • vending station or kiosk selling coffee and food in the lobbies of hospitals or large companies
  • cookbook of Cafe Max recipes
  • PortaPit but with locally and sustainably produced chickens
  • cookie sales at the cash register
    • different item each month
    • identify as a fund raising item
    • set a goal and track the number of cookies sold for this purpose
    • instead of cookie, some non-food item to avoid competing with store goods

Some concern about overloading the kitchen staff with some of these ideas.  Aubrea said that the staff might be very excited to participate with the right kind of event.

Chris asks board members to pick a suggestion and form a working group to develop the idea as a proposal in time for the next board meeting.

6.  Policy governance: 

  • suggestion that we would benefit from a task force to review and improve policy definitions
  • the organization needs commonly understood policies
  • the board could observe store manager meetings, and invite the store managers to observe board meetings
  • ask Maple City for suggestions

Consensus is that there is room for improvement.  No specific follow up determined.

7.  Open Book training - Greg presented a whiteboard to use for graphically display metrics on store performance by week.

  • columns: time by week
  • rows: metrics
  • sales; sales per labor hour; margin minus labor
  • up or down arrows showing change from prior week
  • working to develop useful metrics to track
  • will be publicly displayed for employees to review

8.  Board officers for new year:
President - Chris
Vice President - Nick
Treasurer - Danielle
Secretary - Mike

9.  meeting ends

June 18, 2015

Greg Koehler

Attending: Susan, Earl, Marie, Aubrea, Greg, Bethy, Molly, Tama, Heather, Mike

 

 

Good Tidings and Gratitude

Earl identified new contact who may be helpful in assisting PPC transition from start up to next stage:

Jacob Schpok, exec director

Office of Small Business and Entrepreneurship (Indiana state agency)

Earl will follow up to learn how the agency might work with us

Board

7:30

Approve minutes from Board meeting (May 28, 2015)

Approved

Board

7:37

Member-Owner input

Molly reports that she requested seaweed a short time ago, and now it is on the shelf

 

7:38

CENTRAL FOCUS:

  •  

 

Board rules, expectations, responsibilities

Discussion about proposed “Shared Responsibilities of Board Directors and Coop Staff” document presented by Susan and Marie.  Attendees agreed to review the document and share suggested changes via email by July 4.  A vote to have Board members sign the document will occur at the following Board meeting.

Susan and Marie

7:40

Cafe

Presentation of March to May activity for 2014 and same period 2015:

  • 13 weeks and same number of pay periods from both years;

  • Overall performance improved much more than expected;

  • Increased revenue;

  • Costs better documented in 2015, and numbers for 2014 are probably slightly overstated;

  • RV/labor dollar and RV/labor hours for 2014 don’t reflect volunteer hours.

 

Reasons for improved performance include:

  • More efficient work habits;

  • Introducing standardized practices based on learnings;

  • Able to prepare higher volumes and save more in walk-in freezer;

  • Filling community gap for vegetarian/vegan offerings;

  • Work pace is more sustainable this year;

  • Better understanding of catering capacity.

 

Goals for continued improvements:

  • More standardized methods;

  • Increase staff training;

  • More emphasis on seasonal cooking using locally available and cheaper foods.

 

Future concerns:

  • Difficult to hire well-trained people at minimum wage;

  • Possibility of overcommitting on catering;

  • Manpower would be an issue if the café was open Sundays;

  • Could use a 3rd person in manager role to help cover vacations;

  • Growth is limited by current model and physical environment.

 

Greg’s proposal for future growth:

  • Explore potential for a new cafe on west side of the river;

  • Shrink current location to more store with grab & go prepared food;

  • New location would be more restaurant with small store inventory;

  • Anticipate growth for new customers, esp vegetarian/vegan, as LaSalle Hotel and JMS sites are developed;

  • Similar model to Chicory Café, no wait staff;

  • A formal business proposal supporting the change would be required;

  • Timing is critical to meet new downtown growth opportunity.

 

Exploratory committee to be formed:

  • Chaired by Greg, includes Earl, Aubrea and Mike;

  • May look to Office of Small Business and Entrepreneurship for input.

Greg

7:55

Manager’s Report

Greg reported that PPC financial reporting continues to improve in quality and accuracy.  He meets weekly on Friday mornings with bookkeeper to review and correct data in QuickBooks.

 

The new location for PPC financials is

https://sites.google.com/site/ppcboardinfo/manager-reports

 

Highlights in the current reports include the following:

  • The Profit and Loss statement shows that wholesale sales are much lower than originally budgeted;

  • The monthly cost of processing credit card usage by customers is surprisingly high.

 

Because few members had reviewed the reports, there was little additional discussion.  Mike volunteered to bring 6 printed copies of reports to all meetings, and will bring more if requested.

 

Focus moved to the proposed slushie machine.  The following points were made:

  • Tama has not had a chance to discuss the proposal with the kitchen staff yet;

  • Tama’s experience was that the machines could be very profitable year around;

  • Mixing drinks with your own recipe instead of the manufacturer’s supplies can void the warranty, but the warranty is not very extensive anyway;

  • Maureen has relatives who own gas stations with stores, and they find the machines are popular only in the summer;

  • The slushie machine is specified as a line item in the USDA grant, but the money can be redirected;

  • An alternative use of the grant money would be to replace a refrigerated shelf unit which is costly to operate and inefficient;

  • Location of machine placement is an issue;

  • Another alternative suggested by Aubrea is a professional juicer.  This could use damaged produce, lowering food waste and costs.  The juices could be made in volume and stored in the freezer.  The juicer could be used to make popsicles, if a child-focused product is desired.  Aubrea is willing to learn how to develop a line of juices for PPC;

  • Tama, Molly and Aubrea will organize information for a final vote on a slushie machine next month.

Greg

8:25

Standing committee reports

Everyone is up to date; problems, challenges, and accomplishments noted

 

8:52

 

Employee update – Aubrea requested clarification of her role on the board as employee representative.  She will work up a proposed definition with Bethy to be circulated prior to the next meeting for discussion.

Aubrea

 

Marketing and Communications – Marie is working on an RFP for PPC market research, and found an RFP used by a coop in Ontario that fits our needs very closely.  She will call that organization to see if we can benefit from their experiences.

Marie

 

Membership/Community – Molly is leading the effort to contact every owner member to thank them for their support and encourage them to shop more at PPC.  Monday night she will host the effort to put address labels and messages on pre-printed postcards.

 

Molly asked for a report on the status of the beer/wine license.  Greg reported that the application was never submitted, because he felt the cost ($750 annually for the license and $500 annually for insurance) was not affordable at present, and also that we do not have a good infrastructure for serving beer and wine in the café.  This lead to a discussion where the following concerns were expressed:

  • The board approved an action that was not followed by the GM;

  • The action approved by the board was too operational and therefore possibly outside the board’s purview;

  • Money was raised at an event to support the application but not used for that purpose;

  • The annual costs of the license and insurance are significant, no budget was generated by the board for the purpose, and other important needs were more pressing;

  • The staff and GM are in favor of a beer/wine license, but are less certain how to efficiently manage the process of serving alcohol in the café after further consideration.

 

It was proposed that the beer/wine license be included in the study by the exploratory committee considering the possible new café location.

Molly

 

Food Justice – Bethy mentioned the Pride in the Park event scheduled for Saturday; Tama mentioned 3 events, including a St Joseph Hospital promoting to new parents on nutrition; a talk at 1st Methodist Church; and a talk at the YWCA

Bethy, Tama, Earl

 

Treasurer – Mike to contact Nathan and request an hour meeting to ensure a good hand off on Treasurer responsibilities.  

 

Board members are encouraged to think of candidates to fill the open positions.

 

Close


 

9:40