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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 for "April" 2018

Frederic Myers

Board of Directors Meeting Minutes

May 1, 2018

Attending: Molly Moon, Nick Licina, Danielle Meersman, Chris Hebron, Charlene Rountree, Myles Robertson, Fred Myers, Sarai Godwaldt, Judy Shroyer, Mike Geglio;

Guests: Heather Smith, Maureen Wijnin

Time

Topic

6:30

Minutes of Annual Member Owner meeting reviewed and accepted

  • The suggestion offered at the AMM regarding a limited board position for interested young community members will be added to a future agenda for discussion

6:36

Member-Owner Input

  • Suggestion made that in the future, member-owner input phase be added to the end of the agenda instead of the beginning

  • No member-owners present, but Molly is presenting input at the request of one

    • Inspire Me owner shares the parking lot and dumpsters with PPC. She reports that the dumpsters are rooted in by people who often leave a mess behind them. Also she is disturbed by the inattention to the neighboring Piser lots. They are overgrown and unattractive.

    • Heather has spoken to Mr Piser and received his permission to using the grounds as a garden

    • Myles thinks that we have a shared agreement with Inspire Me; PPC pays for the recycling dumpster and uses the trash dumpster, Inspire Me pays for the trash dumpster and uses the recycling dumpster. There may have been locks on the dumpsters in the past.

6:40

Minutes of last board meeting reviewed and accepted

  • Retreat update: plan recorded in March was that Thane would visit July 13/14 and split time between PPC and MCM. Costs would be shared by the two co-ops. Now MCM is not prepared to commit to those dates and suggest later in the summer.

  • Discussion:

    • Some interest in cooperating with MCM on ventures in general;

    • Concerns about pushing the dates out:

      • May take much longer to actually agree on a date;

      • July is a good time to discuss important issues for PPC, like the Policy Register changes

    • Benefit of splitting costs vs flexibility of making our own arrangements;

  • Molly to contact MCM

  • Minutes approved

6:46

GM recap of AMM meeting

  • Slides are available in Board Google space. In the interest of time, consensus is to review them independently

6:50

Installation of 2018 Officers

  • Motion to keep current officers in place

  • Seconded; approved

6:55

Cooperating with Other Businesses (Molly) - CDS library article

  • Concern expressed that the article doesn’t address the situation where the other party is not interested in cooperation. Example of Unity Gardens: at one time, PPC was a retail outlet for them. After a disagreement, they have deflected multiple requests to cooperate. At least 3 people reported trying to discuss mutual business with them over the last few years, without success.

  • It should be possible to mend fences. It’s important to try different strategies to get different results.

  • Question of whether the new D Matthews/Martin’s development offers opportunity for cooperation. Myles feels that more residents in the neighborhood are good for us. We do offer some products that will not be available at Martin’s.

  • Question of whether cooperative buying with MCM would enable PPC to move to a higher discount range due to increased purchasing power; probably not, as we are very focused on local producers, so we wouldn’t take advantage of that.

  • Question about a brand of yogurt produced in Michigan. Used to be in the store. Myles says it doesn’t have the appropriate USDA approval to be sold across state lines, so it would likely be a legal issue to carry it.

  • Final takeaway: cooperation with other businesses is something we should pursue, it is the foundation of the co-op philosophy

7:07

Policy Register Committee (Sarai)

  • Saria presented her draft to the Board. The last page contains a list of changes in the document, with dates, which could be updated in future revisions - much appreciated by board members.

  • Policies adopted dates reflect CDA adoptions; suggestion that this is our document now, so the original dates should be our date of adoption (Mike to check: minutes of board meeting on 9/22/2016 record the formal adoption of the policy register)

  • This draft is available in the Google folders for review and discussion and updates, with the goal that the Board will approve final changes at the retreat.

  • ALL: send comments and suggestions to Sarai

7:27

GM Report: B1 Quarterly Financial Statement and 2018Q1 Budget to Actual

  • Comments specific to the B1 are recorded in the FY18 GM Evaluation Worksheet located in the GM/HR folder

  • Q1 Budget to Actual shows that the plan projected low total income for the first 3 months, but the actuals fell even lower; total expenses were lower than projected, but not enough to compensate for the low income.

  • Net income loss is almost 3 times greater than budgeted, lost $15,000 more than expected

  • Cash flow is affected

  • April shows good improvement, but the overall losses will be difficult to overcome in the remainder of the year

  • Controlling costs is easier to achieve than increasing RV. We have done a good job of reducing costs, now the focus has to turn to getting more people in the store, and getting them to buy more

  • Turnaround will not be a quick process. Still figuring out the best mix of items to carry in the store, and how to win the confidence of buyers that they can expect to find what they are looking for

  • Catering is not as much of a factor as previously, since Sabrina took much experience with her when she left. This is not why net income dropped, but it is a loss of one way to fill the gap

  • B1: Maureen and Heather participated in developing this B1. They were able to see the data sources, and the data transformations and usage; probably will spend another hour and a half to review the process

  • B1 sub policies 1, 2, 3 and 4 were out of compliance. 4 was in compliance last quarter. Sub policy 5 remains in compliance.

  • Discussion about the benefit of more regular and formal performance reviews, taking the guesswork out of pay increases

  • Member-Owner loans are addressed 3 months before they are due. Should the GM be responsible for renegotiating? Board used to be involved, but CDS recommended that the GM take over. It would be helpful if someone could help GM know when loans come within 3 months of due, to put Member-Owners in the Google calendar. Danielle will help with this.

  • Questions about mortgage: NDFCU rep has not followed up after initial contact. The due date is a year from this month. Mike to assist GM in getting NDCFU attention.

  • Decision Tree followed to determine that the B1 can be accepted with acknowledgement of non-compliance items and corrective plans.

8:20

Farmer’s Market

  • GM explains that extra costs to support market eliminate any profit:

    • Extra person on the registers

    • Preparation of invoices

    • Inaccuracies in charges require working with producers on following days to correct mistakes

    • Roughly 7 hours of work each week required

  • Larger events (ex: Oktoberfest) are more profitable, largely due to alcohol sales. Plan to have one each month over the summer and fall.

  • GM is not against the market, but the financial gain is so minimal it has not claim on his attention. He suggested that a board subcommittee be formed to explore options. Since this is an operational issue, the GM has full responsibility for accepting or rejecting any suggestions.

  • Chris, Judy and Mike will be on the committee. Chris will be the leader, and arrange for meeting dates. The goal is to produce a report in October.

8:34

Executive session: GM Survey review and compensation

8:54

Meeting adjourns