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
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:
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.
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.
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.
Russ will reach out to other Board members to close unfinished items
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