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
New members Sarai and Charlene welcomed to the board
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.
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.
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.
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.
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).
Policy Items D2 and D4
The board reviewed policies D2 - Accountability of the GM and D4 - Monitoring GM Performance
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
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