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123 N. Hill St
South Bend, IN 46617

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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 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


 

Board Meeting Minutes September 2017

Jacob Titus

Board of Directors Meeting Minutes

September 26, 2017

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

Absent: Eddie Forero, Danielle Meersman

Time

Topic

6:32

Preliminaries:

  • Agenda review

  • Minutes of last meeting reviewed

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

    • Minutes of last meeting were approved and accepted

6:40

Owner-Member comments and discussion

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

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

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

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

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

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

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

7:05

Candidates to fill Board vacancies:

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

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

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

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

7:35

Candidate Election Packet:

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

7:40

Policy C7: Board Committees

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

7:44

GM Reports

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

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

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

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

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

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

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

  • B4 - Membership:

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

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

  • Equipment:

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

  • Rising Stars seminar:

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

    • A CDS consultant was one of the presenters

    • Chief learning: personnel is the key to success

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

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

    • Purple Porch needs to improve communication within the community

  • General Outlook:

    • Staff appears to be energized

    • Staffing in the kitchen is still a concern

    • Staff development is a huge priority

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

8:40

Closing

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

  • Next meeting agenda items will include the following items:

    • Board education plan

    • Board budget

    • The B1 Financial reports

8:45

Meeting adjourns

Board Meeting Minutes August 2017

Jacob Titus

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

Absent: none

Time

Topic

6:05

Preliminaries:

  • Agenda review

  • Minutes of last meeting reviewed

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

    • Minutes of last meeting were approved and accepted

  • No member-owner visitors

6:10: Open Board Positions

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

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

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

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

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

    • 4:30 to 5:30 Nick

    • 5:30 to 6:30 Molly

    • 6:30 to 7:30 Danielle

6:30: Conflict of Interest forms:

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

6:35: Revision to B9

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

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

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

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

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

6:58: Policy C3: Agenda Planning

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

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

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

                    Board Meetings - Agendas, Minutes, Materials

             The document (link here) is named

                     2017 Annual Agenda Matrix Revised June 21.xlsx

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

7:05: Ends Statements

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

                    Important PPC Documents

             The document (link here) is named

                     Ends Statements

7:35; GM Reports

  • B7: Communication to the Board

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

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

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

  • B1 Policy Update Report

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

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

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

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

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

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

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

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

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

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

8:18: Meeting adjourns

Board Meeting Minutes July 2017

PPC Admin

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

Executive Session:

  • Open Board positions

  • Board responsibilities

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

June minutes reviewed and approved

No member-owner visitors

Board and Conflict of Interest:

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

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

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

Ends Statement

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

GM Q2 B1 Presentation

  • Greg provided the second quarter B1 update

    • B1.2 Net Income is now in compliance;

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

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

    • All other B1 items remain in compliance.

  • Discussion points:

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

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

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

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

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

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

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

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

GM Update on marketing:

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

  • Emphasis in on social media use

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

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

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

GM B5 and B6 updates

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

  • B5: responsiveness to consumer needs

    • Greg discussed development of survey results

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

  • B6 Staff Treatment

    • Working on employee manual and grievance procedures

  • Upcoming events

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

    • Aug 19, Art Beat

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

    • OktoberFest

Discussion of last 100 days

  • Progress review upcoming

  • Thane’s phone call this week

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

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

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

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

Closing - review of agenda and action items

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

Meeting adjourns

Board Meeting Minutes June 2017

PPC Admin

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

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

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

May minutes approved

Review and discussion of policy C4 - Board Meetings

No member-owner visitors

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

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

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

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

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

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

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

Meeting adjourns

Board Meeting Minutes May 2017

PPC Admin

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

Agenda Review: no adjustments

Review and approval of last meeting’s minutes:

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

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

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

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

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

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

Executive Session

Meeting adjourns

Board Meeting Minutes April, 2017

PPC Admin

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


Agenda Review: no adjustments

Review and approval of last meeting’s minutes:

Open Member Time: no guest members are in attendance.  

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Meeting adjourns