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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
June 2018

Frederic Myers

Board of Directors Meeting Minutes

June 26, 2018

Attending: Molly Moon, Nick Licina, Danielle Meersman, Judy Shroyer, Fred Myers, Mike Geglio;

Absent: Chris Hebron, Sarai Godwaldt, Charlene Rountree, Myles Robertson

Time

Topic

6:30

Member Owner input

  • No visitors

6:31

Minutes of last board meeting reviewed and accepted

6:37

Board Math: Store Discounts (Nick)

  • Co-op groceries typically make 1-2% profit

  • Available discounts:

    • 1st Thursday: buy store credit at 5% discount

    • Once per month take a 10% discount at cash register

  • Benefits to co-op:

    • Marketing

    • Incentive to spend

    • Benefit for member-owners

  • Do enough people use the benefits to make a difference?

  • Buying store credit requires a cash transaction, to avoid credit card costs

  • Is the practice, and are the rates, structured to benefit or hurt the co-op?

  • Board is not proposing anything; GM questioned the practice back in January

  • Action item: Nick to suggest at next weekly meeting with GM that a study on the questions be completed

6:51

Grant Committee Charter

  • Proposed charter for committee presented to the board. The committee would work on grant opportunities as the GM directs.

  • Action item: Nick to review with GM

6:52

Retreat Schedule

  • Molly emailed an update to the board

6:53

Habitat for Humanity project

  • Nick got confirmation of the Sept 22 date

  • Myles would prefer to announce the project and recruit among member-owners close to the date, in August

  • Some board members express willingness to sign up now; the website is www.hfhsjc.org/volunteer

  • Action item: Nick to suggest to GM that recruitment announcements be made to member-owners in the near future as well as closer to the event date

6:56

Topic of Board Retreat:

  • Changes to Policy Register

  • Future of the co-op, and how should the board practice looking forward and steering toward the vision (2020 and beyond)

  • Ability of the board to move forward with consistency as board membership changes

7:01

Process control on store invoicing

  • Between April 2017 and Oct 2017, 10 invoices from a major vendor were lost and not paid. The liability totaled about $17,000. The problem was discovered recently when the co-op bookkeeper called the vendor to ask about a credit. Arrangements were made to pay the amount in 3 installments over the next few weeks. No interest for late payment is being charged. The vendor apparently missed the lack of payment for these invoices.

  • Review of the situation found that

    • that most vendors email invoices to the co-op; this vendor is one of the few that sends a printed invoice with the delivery of goods.

    • Emailed invoices are entered into QuickBooks for payment on receipt

    • Hard copy bills of lading are used to process and shelve received items

    • Invoices that arrive only with a shipment are used for multiple purposes

      • The payment information is entered into QuickBooks for payment

      • The item information is used to process and shelve received items

    • Invoices that are only received with the shipment did not always make it to the bookkeeper to be entered for payment

    • The process of managing invoices is being accessed and revised to ensure stronger tracking

    • The impact on the current and prior year financial statements is not yet full understood

    • The GM needs to have a better understanding of how to read balance sheets and profit and loss statements. The relationship between these documents would have made the problem visible much earlier.

    • Action item: Nick to request more clarification on the problem, the resolution and to emphasize the criticality of understanding monthly financial statements

7:28

Cafe Consultant

  • GM is proposing to hire a cafe consultant. The engagement would be for 2 days in July, and cost $6000

  • Board members are uncertain of the value of this action. The board’s consensus is that a written proposal explaining the expected deliverables of the consultation and the benefits to the co-op would be a necessary prerequisite to gain the board’s endorsement of this action. Action item: Nick to convey the board’s position to the GM at the next weekly meeting

  • City council member Jo Broden asked whether the co-op would be interested in an Eddy Commons location; Nick has been put in contact with the Notre Dame manager of University planning in Eddy Commons. They will probably meet on Market night, although it seems unlikely that the co-op would have the interest or capability to follow through.

7:42

CDS contract

  • Do we continue to get value from CDS? Their services were definitely helpful last year

  • Is only the board getting value? Are GM and store staff using available resources? Are member-owners showing interest in the available resources?

  • The contract will be renewable at the end of the calendar year. Board members will consider the renewal and discuss again later in the year

7:45

NDCFU mortgage refinance:

  • Loan officer indicated readiness to start process soon

  • Danielle is not inclined to shop for alternative offers until the books are restated

7:50

GM Compensation

  • Current financial state of the co-op makes it difficult to offer a higher salary; the GM has stated as much already

  • The board can reconsider the possibility in January, if the health of the co-op improves

  • The next GM evaluation will be only one quarter year after that

8:03

Policy Register review

  • C1 Governing Style

  • D1 Unity of Control

8:10

Review tasks and action items

8:15

Meeting adjourns