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123 N. Hill St
South Bend, IN 46617

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Board Minutes

Board Meeting 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.

Board Meeting Minutes "October" 2018

Frederic Myers

Board of Directors Meeting Minutes

November 1, 2018

Attending:

  • Board Members: Nick Licina, Fred Myers, Danielle Meersman, Judy Shroyer, Sarai Godwaldt, Charlene Rountree, Mike Keen, Mike Geglio;

  • Myles Robertson, GM;


Absent: Board Members: Chris Hebron

Time

Topic

6:30

Member Owner input

  • No visitors

6:30

Review of prior meeting minutes

  • Minutes reviewed and approved

6:35

Corporate Memberships

  • GM reports progress in discussion with local business that has interest in buying a non-voting membership that provides some benefits to employees; more to come in next meeting

6:40

Board Calendar

  • Nick reported that Sarai has been working on the Board calendar for 2019. He is going to review her work and provide adjustments if necessary

  • The final version should be available for board review 2 weeks prior to the next meeting

  • Action item: Nick to send final revisions to Sarai

6:43

Grant Committee

  • Nick reported that the Howard Bowers Fund has decided to award $850 to the co-op for program improvements in the Farmers Market; there will be reporting on the uses of the funds required

  • An application has been submitted to DTSB for the funding they provide to downtown businesses for exterior storefront improvements

6:45

Board Member Announcements

  • GM took the opportunity to provide several items of interest

    • Myles traveled to the Rising Stars seminar 2 weeks ago

      • Among participants: cafe consultant, CDS reps, people from a wide variety of food co-ops

      • Workbooks, downloadable files, spreadsheet template planning tools

      • Very positive experience

    • Niko and Heather traveled to a conference in Minneapolis

      • Subsidized by a large co-op; cost was $20 and travel expenses

      • Visited 7 co-ops in 3 days

      • Very positive experience

    • Leadership meetings in store

      • Historically met in response to specific problems

      • Now instituting regular meetings every 2 weeks, with agendas prepared ahead of time

      • Using tools from the seminar to help structure the meetings

    • New staff program for staff to recognize of colleagues;

      • Written comments describing appreciation of a colleague

      • Monthly drawing of the comments, winner gets $10 food credit

    • New department: Receiving

      • Myles records invoices in COPAS, then Maureen records them in QuickBooks

      • Intended to keep the 2 systems in sync

    • Myles shared charts of cafe performance with board

      • 3 out of 4 weeks, labor/sales ratios have been met

      • The first 15 weeks of the year cafe performance was below last year; for the last 8 weeks performance has maintained 7+% growth

    • Member-Owner drive is on track to meet the low end of the goal range for the 4th quarter

7:00

Board Candidates

  • Need to find new candidates for next election

  • Nick is reviewing the candidate packet;

    • Action item: Nick to send out packets to board 2 weeks prior to next meeting

    • Action item: Myles to provide updated list of member-owners

  • People who are not member-owners can join the co-op and immediately become candidates

7:02

GM Assessments

  • To be reviewed quarterly instead of once a year

  • Action item: Mike to send out location of GM Evaluation document in Google drive to board

  • Board members are encouraged to add to the notes Mike adds after GM reports to the board

7:03

Policy Register Revision

  • Do we want to add a policy to limit non-operational spending? Example: capital improvement

  • Most organizations have a limit

  • The policy should include a clause that allows for emergency situations

  • Aside from possible new policy, consensus is that the Policy Register can be approved by the board

  • Action item: Nick and Sarai to write up a new policy for the board to consider adding to the register

7:10

Member-Owner Loan campaign (Mike)

  • Committee (Mike, Fred and Judy) met after reviewing the capital campaign workbook suggested by CDS. Judy had been involved in the original co-op loan campaign. Committee recommendations:

    • Yes in favor of a campaign

    • We need to find a person to direct the campaign, it needs to be someone who can devote a lot of time; none of the committee members feel they are available

    • We need to define the uses for the money to be raised

      • Store equipment for next 2 to 5 years

      • Possibly relieve current debt, relieve some pressure on GM

      • Engage new member-owners in deeper store support

      • Extra for flexibility

    • Need to engage legal counsel

    • Campaign will take months to plan and execute

    • Requires planning, support structure for record keeping

    • Phone bank

    • Budget for campaign expenses

    • Action item: Fred, Judy, Danielle, Myles - meet 11/2 to develop a list of store equipment needs and costs forecasted for the next 5 years; discuss the member-owner loans coming due in the next 2 years. (this meeting did occur, and notes will be sent out within the week)

7:25

C1 - Governing Style: discussion deferred until next meeting

7:28

GM Report: B1 Quarterly Financial Measures

  • B1.1 Sales growth is out of compliance

    • RV lower than last year 3rd quarter

    • High level of shrinkage eroded margins in cafe and produce departments

    • Need to make more frequent data evaluations to become aware of situations sooner and be more agile in reactions

  • B1.2 Net Income is out of compliance

    • Net income and depreciation as a % of sales must be above 3%; 3rd quarter was -5.81%

    • Plan to continue growth in cafe and deli; move self care items to more prominent location; manage cafe and produce shrinkage

  • B1.3 Liquidity is out of compliance

    • Ratios shrink as loan due dates move into the current liability

  • B1.4 Solvency is out of compliance

    • Short term debt increased due to UNFI invoice issue

  • B1.5 Member-Owner growth and equity are in compliance

  • Corrective Action Plans will be delivered by November 8

  • Acceptance of report deferred until then

8:05

Special session with GM

8:40

Special session without GM

9:00

Meeting adjourns