PFC Board of Directors Meeting Minutes – September 23, 2015
Location: St. Andrew’s Church, Division Street
Attendance
Board Members: Gaia Kile (vice-president), Keegan Rodgers, Ann Sprunger (president), Leah Hagamen (secretary), Matthew Graff (treasurer), Bruce Curtis
Lesley Perkins, General Manager
Lori Crall, Wellness Manager and Customer Service Manager
Susan Landauer, Human Resources Director
David Hall, Outreach and Education Coordinator
Christine Laing, Finance Manager
Kristina Weber, Bookkeeper
Patti Smith, Board Administrator, taking minutes
Eve Silberman, Member-Owner
Dan Michniewicz, Member-Owner
Call to order – Ann called the meeting to order at 6:30.
Agenda Review – G.9 was not received, so it will be removed from the agenda. Matthew did submit G.11 in late August but it was not included in the packet so it will also be on the agenda next month. Ann added to the agenda the CDS Consulting Co-Op contract.
Member Comments — Dan commented that he would like to see specific comments from people in the minutes and asked about the evaluations which do not have attributions.
Announcements, Info-Sharing, Future Scanning – Lesley passed around a signup sheet for board members to sign up for the Member Appreciate Day on October 3. Keegan and his staff went to the Michigan sugar beet processing plant today. They also saw the bakery at Zehnder’s in Frankenmuth.
Consent Agenda – The August minutes and the minutes from the Nomination Committee were on the this month’s consent agenda. Keegan moved to accept the consent agenda, Gaia seconded, and the motion carried 6-0.
CDS Consulting Co-Op Contract – The contract is the same as last year’s contract except that it was increased by $200 for the year. To Bruce’s questions, Matthew explained that there is consulting available through NCGA for the operations of the store; CDS is for board support. They help with policies, interpreting policies, and intraboard issues that may arise. They provide someone for one retreat a year, but the co-op pays for the transportation, lodging and meals (their work hours are paid for by CDS). Mainly, the president and vice-president speak with them but other board members can. Further, Gaia explained, if we didn’t engage CDS, then we would have to find other consultants or try to muddle through on our own. Examples of past services include outline and template for hiring a general manager, printed guidance on GM evaluations, and consulting on using the governance structure that we use. In the past, Matthew said, we have tallied up the hours CDS has spent on us and the price is moderate.
Bruce requested that we get a contract that specifies the exact term of service and the total cost. He also suggested that, if we want to look at alternatives, we should begin that process in about six months. Keegan expressed concern that we are not making full use of the services provided by CDS; all seven board members (not just president and vice-president) need to benefit.
It was also pointed out that CDS organizes events like CBLD 101 where we can meet other co-op boards and directors. They also have a library of sample policies and so on that can be accessed.
A quarterly report is sent out by CDS that outlines the utilization of their services. We are allowed 15 hours of consultation per year under the contract price.
Matthew moved to renew the CDS contract for 2016, Bruce seconded and the motion carried 6-0. Patti added a note to the calendar for March of 2016 to prompt the board to review the CDS contract and investigate alternatives if so desired.
GM Report & Visioning – Bruce asked for clarification on what Lesley meant in her report by “dig deeply into product mix”. Lesley explained that the buyers will look at all of the products, look at the ones that are not selling well and then review customer requests for certain products. For example, other co-ops are offering conventional alongside organic (e.g. a co-op was asked to carry Diet Coke and they sold out of it once they brought it in). Lesley discussed some of the branding changes she is looking at: shelf liners, lighting, in-house product branding, staff identification, flooring, labeling (green for organic and orange for conventional). Lesley reported that she routinely meets with staff to ensure a variety of Grab’n’Go foods, which are big sellers. She is working with cheese and other departments to work on eking up their profits.
Matthew wants to see a Sales Activity Report/Member Sales Report and Financial Report (Profit and Loss with a Balance Sheet) every month. These will be included in the packet. Kristina prepares the reports and then passes them along to Christine. The reports may not be prepared for the monthly Finance Committee meeting, but they need to be prepared for the board meeting.
Other ideas Lesley has include having our own hoop house, have former inmates work in hoop house, then sell the produce directly from the hoop house. Right now, it is difficult to attract any employees. Once the departments are in the black, Lesley will be more comfortable beginning on her other ideas. She has on her own and with employees gone to other stores to look at their departments.
L.4.9 Financial Conditions and Activities – The report was received just after last month’s meeting, and submitted for consideration today. Keegan moved to approve and accept the report, Matthew seconded, and the motion carried 6-0.
Communications – Ann expressed concerned about communications this past month. People haven’t been reading emails, have missed committee meetings, and it has felt in disarray. Ann said that we have to do some work (preferably at a board retreat) about how to communicate with each other and the best ways to do this and also to be better about responding.
The board also discussed improved member-board communication on website, such as having a forum for them to comment. Louis Daher, a member-owner, is willing to do the legwork to find out what kind of programs/software can be used for these purposes.
There ensued a discussion about the use of Google groups. Rebecca must remove herself as owner, and Ann will contact her to ensure that this happens. The new owner will become our IT person.
Board Vacancy/Nomination of Board Member – Gaia reported that the recommendation is that Louis Daher fill the open vacancy. This position runs until the next election (it is filling Rebecca’s seat, which runs until then), at which point he would have to run again. Bruce expressed that he didn’t feel like there was enough searching. Ann countered that we have searched for someone and that one of the issues is that it is a very short term position. Ann reported that Louis told her that he could not attend meetings in September, October, or November. There was consensus that he would be a good addition, especially given his technical background, but there is definite concern about missing two out of the next six meetings. Ann suggested having information about being on the board at Member Appreciation Day.
Bruce moved to take no action at this meeting, but come up with a plan for a member to fill the seat until the next annual election, Gaia seconded. All board members should come up with a name of someone to be on the board. The motion passed 5-0-1, with Matthew abstaining. Gaia will talk to Louis to get his thoughts about being on the board for the short term.
Pick Annual Meeting Date – The audit will be done by March 15, per Lesley. Per Matt, the audit must be done before the annual meeting. Possible dates are April 15 or April 17. Lesley will contact Cobblestone Farm tomorrow to check on availability.
Member/Shopper Survey – Lesley supports this and we can get a template from NCG. The cost comes when we get an analysis of the survey. Keep in mind that we are doing a $14,000 audit. We used NCG for the last survey, which was a staff survey. The last member survey was years ago, in 2008 or 2009. Gaia opined that while surveying our members is important, that perhaps a question style survey is not the best way to glean information. At this point, there is not consensus on what we are surveying. A quantitative, focus group approach is one way to go; the university is a good resource as some students may be willing and able to do this for us. Lesley will investigate the best ways to find students to do this.
Keegan suggested that we do a variety of surveys, as there is no requirements for what we do. Gaia encouraged us to do the surveys sooner rather than later, as we are behind the timeline on which we wanted to do these.
Susan asked what we have done with the information from prior surveys. It is important to use the information so that those surveyed can see the information being put to use. Gaia said that past information has been used to shape Ends policies, and also to shape the decision to carry beer and wine.
Lesley suggested using the questions suggested by NCG and then have them on clipboards for board members and Lesley to ask members. It is also important to know what our board wants to ask; the templates will likely prompt our own ideas. The Linkage Committee should bring a proposal to the October meeting.
Confirm Audit Services – They must observe an inventory prior to January 1. The audit will be done by March 15. NCG is considering requiring its members to have a review by a certified public accountant; we do this anyway, but NCG might want to dictate which CPA a co-op uses.
Retreat – The date is October 11, from 9:00-5:00. CDS Consultant Jade will be attending. The Devo Committee will meet so please email ideas for the retreat to them.
Committee Expenditures – Patti will send out the committee expenditure reports from last year and we will reexamine this at next month’s meeting.
G.12 -- Keegan will resend the G.12 document by Saturday and so please add your comments to it.
Calendar Review and Check-In – Events at Hands On Museum, at the library, and also Member Appreciation Day.
Looking Ahead – G.11 from Matt, G.9 from Gaia will be on the agenda. The board will also complete the surveys on M.4 (Monitoring the GM Performance) and G.7 (Board Meetings). Lesley will do the L.9 Gifts to the PFC report. The board budget needs to be set and the EBITDAR is due. Also must confirm audit expenses and review a sales activity report/member sales report (profit and loss with a balance sheet).
Task List – Send out committee budgets from last year, send August approved minutes to Lesley for website, send committee lists/chairs to board, Ann will contact Rebecca about the Google group situation (Rebecca being owner), Lesley will make Board info sheets for Member Appreciation Day, Linkage Comm will come up with a proposal re: a shopper/member survey, Devo Comm will meet regarding the retreat, Keegan will re-send the G.12 notes.
Future Meetings – Next meeting is October 21.
Meeting Evaluation:
· Meeting got off track when GM Report went over and never added time to the report official
· Meeting minutes should reflect what is said by whom
· Tension in room for a variety of reasons
· Still don’t feel like we are getting anything done and keep going around in circles and not getting anything done
· Appreciated board exchange with Lesley regarding her report
· Thanked board for time and efforts for their volunteer work on the board
· Sometimes feel a little overwhelmed at meetings, because so much is talked about and not sure what is needed from her
· Poor time management, got off track a lot
· Not enough homework was done
· Hope for a better meeting next month
· Processing a lot of information, so sometimes feels overwhelmed
· Feels like we got a lot done
· Didn’t sense a tension or bad vibe and appreciates that people are signing up for events
· Likes that staff is coming to board meetings
· Fasting added an interesting dynamic
· Frustrated with her financial reports but definitely going to have it done by end of the month
· Appreciated Lesley asking us to sign up
· We started a lot of conversations but didn’t actually come up with an end point for them
Adjournment – Ann adjourned the meeting at 9:14 pm.
Respectfully submitted,
Leah Hagamen, Board Secretary
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