Board of Directors Meeting Minutes
August 28, 2018
Board Members: Molly Moon, Nick Licina, Danielle Meersman, Judy Shroyer, Fred Myers, Mike Geglio, Sarai Godwaldt;
Myles Robertson, GM;
Absent: Board Members: Chris Hebron, Charlene Rountree
Member Owner input
Board Member Items
Molly is leaving the board at the close of this month. She is concerned that her time away from South Bend in the coming months will reduce her effectiveness, and she would like to make room for a new board member in time for the board retreat in October
Concern expressed about Chris Hebron’s absences from board meetings. Nick reported that he has discussed the issue with Chris; he said that Chris told him that he reads the minutes after each meeting if he cannot attend.
Board members recognize that at certain times of the year his business prevents him from attending; however, his absence reduces his effectiveness.
Questions about the actual number of absences over the last year (Action Item: Mike to review minutes over the last year for specifics - 2018, absent 4 of 8 months; 2017, absent 5 times).
Bylaws prior to adoption of CDS Policy Governance (section 5.24) dealt with this issue:
Absences of Directors. If a director has been absent for three consecutive regularly scheduled Board meetings, the Board shall call a special meeting in accordance with Section 5.6 of these bylaws.
Section 5.6: Removal of Directors. Any director may be removed at any time, with or without cause, by the Board of Directors at a special meeting called for that purpose. Removal of a director is subject to a 2/3 vote by the Board of Directors.
Section 5.24 was removed from the bylaws in October 2016, when the bylaws were streamlined and CDS Policy Governance model adopted.
Section 5.4: Removal. A Director may be removed by decision of 2/3 of the remaining Directors for conduct contrary to the Cooperative or failure to follow Board policies. A Director may be removed by decision of the member-owners in accordance with the petition and voting provisions of these bylaws.
Minutes of last board meeting reviewed and accepted
Retreat Planning (Molly)
MCM and PP will have dinner with Thane on Friday Oct 5; that Friday is Oktoberfest at PPC.
MCM does not expect PPC to pay for their dinners. They will be bringing guests.
Consensus is that we can pay for the dinners, including the guests. We will need a table for around 20 people.
Thane will meet with MCM Saturday, and PPC Sunday, at Charlene’s house.
Board budget due next week. Action item: All need to email Danielle by next week if there are requests for the budget.
Nick has access to a site that is a possible funding source. Action Item - Nick: share the link with Judy.
Nick talked to DTSB. They have $40,000 that can be spread among downtown sites for exterior improvements. Last year they awarded 3 requests, one for $20,000. We will apply for one this year.
Danielle has info from the DTSB board: there may be money for interior improvements as well, in the form of matching grants.
The local Chamber of Commerce awards grants to organizations that show they contribute to area tourism.
Sarai to work on the Board calendar for the upcoming year.
GM Announcements (Myles):
New hires are doing well
Kitchen staff person organized the Art Beat set up
Myles had a post-Art Beat party for coworkers and their families with the leftover corn
Kitchen manager is earning Myles’ confidence as a very effective leader, she does great in the kitchen and with the kitchen staff
August cafe sales are up 2.5% compared to the same month last year
August overall net income was down; to some extent, expected as there were 3 pay periods
The consultant’s directions are being applied in the store with good results
12 new member-owners in August, 2 more than budgeted
9/5 Vinyl at the Porch
9/7 Dog Days
10/5 Ocktoberfest; possibly partnering with Brew Werks
Possible November event
Habitat - do we need to request room for a 3rd crew Consensus is to stay with 2 for now
NDFCU needs more financial info
Danielle will provide the data, including the cafe revenue projections
NDFCU appeared to be ready to approve basic refi request, but requested additional years of financial statements to review for the equity request
We need to identify specific uses we want to borrow extra money for; we do have some immediate needs:
Parking lot improvements
Replacement cooler; a food processor
Danielle feels that NDFCU will look at our history of loan payments, our property and assets, and the fact that they hold the only secured loan. They do not want the property, so she feels they will approve the basic mortgage. They do want to see that we have realistic plans to improve the profitability of our operations
Danielle will give projected financial statements for the next 2 years; these will provide conservative estimates of Deli growth, as well as expected cost increases. 1 time events that were incurred over the last year will be removed, like the IRS fines. Action item: Danielle to complete the statements and provide to NDFCU in the next week
The Food Co-op Initiative’s Capital Campaign workbook was emailed to the board members in February. The effort requires organization and coordination. The document also describes other fundraising options, like equity shares
Motion to set up a committee to explore the possibility of pursuing a capital campaign; seconded and approved.
Mike, Judy and Fred volunteer to be on the committee (Action item: Mike - write up a draft charter and share with Fred and Judy within a week)
Policy Review (Nick)
D2 Accountability of the GM
D3 Delegation to the GM
Corrective Action Plan for B1 Financial Report for FY18Q2 (Myles)
GM transformed the B1 goals into SMART goals
Comments from board:
Some items have start dates but not end dates (Myles explains that he sees some activities as on-going, not ending)
Detail is too granular in some cases
Myles expressed frustration that he was spending so much time on formatting goals in a format that the board would approve; he preferred to spend the time on implementing the goals
Consensus that the goals as presented are a big step in the needed direction, and that learning to develop SMART goals is an iterative process
No need to spend more effort improving the current goals
Consensus to accept the revised goals
Action item: Mike to provide a draft model of SMART goals that the Board would be satisfied with, to be reviewed by Danielle and Nick, to help Myles generate future CAP more easily
B7 Communication to the Board (GM)
GM reports compliance on this policy
Some confusion about the term ‘consent agenda’ in 7.1: GM must not
Fail to supply for the Board’s consent agenda all decisions delegated to the GM yet required by law, regulation, or contract to be Board-approved.
Def: A consent agenda groups the routine, procedural, informational and self-explanatory non-controversial items typically found in an agenda. These items are then presented to the board in a single motion for an up or down vote after allowing anyone to request that a specific item be moved to the full agenda for individual attention. Other items,
particularly those requiring strategic thought, decision making or action, are handled as usual.
The Board occasionally needs to provide input or approval on operational matters for legal purposes or to capture items in the minutes
Decision Tree applied; compliance accepted
Staff are tracking deli and baked good items individuals
Number sold, revenue, average price, sales goals
The statistics are displayed on the wall in the store
Review tasks and action items