Board of Directors Meeting Minutes
Note: Minutes are posted to this page roughly a month after each board meeting, because A) the minutes must be prepared by the secretary; and B) the board must approve the minutes at the next board meeting, possibly with corrections. The minutes are posted after that..
December 19, 2017
Attending: Molly Moon, Nick Licina, Danielle Meersman, Charlene Rountree, Myles Robertson, Fred Myers, Sarai Godwaldt, Mike Geglio
Absent: Chris Hebron
Minutes of last meeting reviewed and accepted
Member-owner comment: no visitors
Board Discussion: Purpose Driven Boards (Molly)
Board should be thinking about the future purpose of the co-op
A co-op grocery has the power to create community wealth
Revitalize the physical property and the neighborhood
Money spent on local products stays in the community
Co-ops create a positive contribution to the living space
Serves as outlet for local ‘hidden gems,’ acts as an expression of the local community
People from outside the community are attracted; helps to keep people in the community here
The board has the responsibility for the future of the co-op
Co-ops don’t grow just for the sake of growth, but to increase effectiveness and impact. The store is the economic engine of the co-op vision.
Our board should keep a parking lot of ideas for future consideration
The board calendar is not rigid, it is an outline
Imagine the future and work on making it a reality
Need to carve out time to work on these ideas
In the last year, we worked on organizational foundation, this year we need to deliver on goals (ex: member engagement)
Share the board calendar with members after approving it
Recruit actively for the board
Post an article on the annual financial statement
The board plans an effort to recruit new members during first quarter
Recruit member-owners to participate in volunteer projects
Board budget of $8400: possible to save 10% and return it to the store?
Board candidate packet should be in the store and on-line; need to make member-owners more aware and recruit for new board members more broadly
A presentation on Blue Zone is proposed for February in the Board calendar. Member-owners would be invited as well.
We should find CDS articles about the purpose of a board and a co-op to share with member-owners in order to grow a stronger connection with them (action item: Molly volunteers to research this)
Suggestion to spotlight individual co-op producers, monthly or quarterly
An annual report could be available at the store registers and for distribution at the Annual Member Meeting; Myles said that he and Jacob are thinking along those lines, maybe producing something like Edible Michiana, to spotlight producers periodically
Board adjustment: Eddie’s resignation creates a vacancy that has a longer term than the one Sarai was appointed to. Motion made to move Sarai to Eddie’s position so she doesn’t have to run for the board in April after only a few months. Motion seconded and approved. (action item: Mike to update log of board terms; also to delete or archive old files from board filespace)
GM Reports: B5/B6 corrective action plan
The B5/B6 reports were submitted at the November meeting, but the board neglected to formally accept the corrective action plan at that time so the CAP was reviewed today. Some of the planned actions are already completed.
In compliance with sub-policies 1, 2 and 3 of B5 Treatment of Customers
In compliance with sub-policies 3 and 5 of B6 Treatment of Staff
Out of compliance with B6
1: GM must not operate without written personnel policies; plan is that the employee handbook update will be completed by 1/31/2018
2: GM must not allow inconsistent personnel policies (primary issue in this case is lack of communication with kitchen staff); plan is to meet with Front and Kitchen staff 11/29 to begin remedying this problem. Completed, 11/29
4: GM must not establish inequitable compensation and benefits: plan is to adjust labor hours and increase Sales per Labor Hour in order to provide better compensation
Decision Tree process applied, board accepts report and CAP
GM Reports: B2 Planning and Budgeting
GM finds compliance in all sub-policies
Briefly steps through budget
Projects slight increase in sales, except wholesale and catering which will remain flat
Increase in profit from alcohol sales at one-off events (ex: Oktoberfest)
Gross Profit projected around 36%
Payroll is greatest expense; decreasing but still spending too much
Credit card processing fees are likely to grow commensurate with sales;
Utilities item does not reflect potential savings due to solar implementation
Other items discussed include insurance for store and board; loan repayments and interest; should solar donations be booked as income or equity?
Net income projected approx $12,500
Capital expenditures could include wiring, need new outlets in the front and back of the store; want to move the produce cooler and add merchandising shelves
Looking for 118 new member-owners, averaging $100 apiece
End of quarter Cash on Hand should remain positive throughout the year, even with losing quarters
Acknowledging that specific budget numbers will never be exactly correct. The presented budget is in quarters, but the GM relies on monthly projections so he can track and react quickly to events.
Expecting a positive annual net income
If you add depreciation back in, the performance falls into a reasonable range for the co-op grocery industry
The budget is shared with the staff. It’s good to make them more aware and financially literate. Helps with staff retention.
Board uses Decision Tree to evaluate the report; accepted and approved.
State of the co-op
Reviewed the GM’s 100 day plan
New labor structure: more work being accomplished in fewer hours
Need to finish performance reviews
Kitchen: difficult to keep staffed and managed
Lack of adequate staffing can be stressful for employees
Higher hourly wages can be found elsewhere in the community, especially in manufacturing jobs, so competing for good employees
Just hired a new closer
Topics for next board meeting:
Need people to volunteer for committees: board candidate committee, GM evaluation committee
New conference phone in the meeting room (action item: Fred to send Molly the phone number so she can dial in during her winter peregrinations)