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.
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.
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.