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Board Minutes

Board Meeting Minutes August, 2016

PPC Admin

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.