July 20, 2017
Attending: Molly Moon, Nick Licina, Eddie Forero, Greg Koehler, Danielle Meersman, Fred Myers, Mike Geglio
Absent:, Chris Hebron
Open Board positions
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.
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.
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
Aug 2: market night featuring Goshen Brewing and food truck
Aug 19, Art Beat
Sept 1, 1st Wednesday, market night, food trucks (no beer)
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)