Board of Directors Meeting Minutes
January 23, 2018
Attending: Molly Moon (by phone), Nick Licina, Danielle Meersman, Chris Hebron, Charlene Rountree, Myles Robertson, Fred Myers, Sarai Godwaldt, Mike Geglio
Minutes of last meeting reviewed and accepted
Member-owner comment: no visitors
Board Discussion: meeting minutes
When the minutes from the last meeting were initially released for review, an email discussion ensued about the proper language and amount of detail necessary. This agenda item is intended to reach a consensus on these issues.
Some members feel the minutes should be as generic as possible to avoid misconstrued interpretations or other problems when the minutes become public.
Some members feel that the minutes should be detailed enough so that member-owners have access to adequate information when the board has concerns or is taking unusual actions.
The CDS library has documents that provide some recommendations.
General agreement that direct comments about specific people should be avoided in nearly all cases.
General agreement that words or phrases with strong connotations should be avoided.
Search for New Board Candidates
A few member-owners have been identified as having specific skill sets that the board lacks in its current make-up, mainly HR and legal expertise. Mike will reach out to these people and invite them to consider running for the open positions at the AMM in April.
Molly sent a short video from the CDS library for the board to review on recruiting new board members
Molly suggests that the board maintain a list of member-owners who could be purposefully recruited in the future because they may have expertise that would strengthen the board
action item: Mike and Nick to email people to see if they are open to the possibility of running for board positions
action item: Mike to create a Google document in the board filespace to hold the names of potential recruits for the board
GM Survey Process
Charlene and Fred modified a prior survey form used to collect information from board members on the GM’s performance. Charlene will email it to the board after tonight’s meeting. Board members should respond on the format of the survey within a week.
Charlene and Fred will incorporate comments to finalize the survey. This document will be used in February to collect board input, which Charlene and Fred will aggregate. The board will review the results in an executive session by March, and share the assessment with the GM in April.
Action item: board members to review the form and email comments to Charlene and Fred by Jan 30.
Action item: Charlene and Fred to complete development of the form by next meeting.
Nick wants to consider improvements to the Policy Register. In a recent email he suggested a change to specify GM responsibilities for keeping important documents.
Nick suggests a formal continuous improvement loop be put in place to ensure regular review and updating of policies. He suggests that the board discuss this suggestion sometime this spring and decide how to incorporate it in the Policy Register. General agreement on this suggestion.
Policy C8 - Governance Investment
We may want to encourage people who consider joining the board to attend CDS workshops;
C8.3 calls for board to complete board budget for GM by September, but the board calendar schedules this for October. One or the other should be changed.
GM Reports: B1 quarterly financial performance review
Sub-policies 1 (sales growth), 2 (net income) and 3 (liquidity) are out of compliance
B1.1 Sales growth is positive, but not meeting the 3% goal
Plans are to improve merchandising in the store and move produce to the front of the store; increase sampling in store and marketing out of store.
B1.2 net income is best 4th quarter ever, 2.75% of RV but short of 3%
Plans are to better manage labor hours and to increase Sales per Labor Hour; set performance goals by key department.
B1.3 current and quick ratios are improving, but remain below targets
Plans for next couple of years are to pay ⅓ of member-owner loans due each year; renegotiate ⅓ of member-owner loans out to 2021 or later as they become due; renegotiate ⅓ of member-owner loans into food credit.
4 (solvency) and 5 (ownership growth and owner paid in equity) are in compliance
B1.4 Debt to Equity ratio must be below 3.0; this quarter the ratio is 2.79 to 1 (first quarter ever that this measure is in compliance)
B1.5 Co-op member-owners number should grow by 5% annually; this year, the number grew by 17.7% over last year. Member paid in equity should grow by 5% annually; this year increased by 22% over last year.
This quarter, every metric moved in the right direction
Suggestion made that quarterly financial reporting include a high level Budget-to-Actual report, using the GM’s plan for the fiscal year. (action item: GM to develop new quarterly report for board)
Kitchen staff transitions
Store floor plan redesign
January labor costs lower than expected
Solar campaign reached the goal, thanks to a final generous donation by a member-owner. The roof has been evaluated and determined to be capable of supporting the panels. GM’s goal is to see panels in place and productive by April 22nd, Earth Day, date of Annual Member Meeting, and store opening anniversary.
Policy B9, GM emergency succession plan: annually reviewed in September according to board calendar, but a suggestion made that it would be appropriate to revise sooner as a result of the recent GM transition. Action item: GM to discuss possible GM back up plan with some staff members
Action item: Mike to check on current co-op bank signatories
Next meeting items:
Board candidate list firmed up by next meeting (Mike)
GM survey ready for next meeting (Charlene and Fred)
Start to review mortgage in March (Danielle)
Proposal to recruit member-owners to participate in a Habitat for Humanity project in October; start planning in June