Approved Minutes

Food Conspiracy Board Meeting Minutes

Date: 11/03/2010

Pima Friends Meeting House, 931 N 5th Ave

Time / Item / Responsible / Action / Documents
6:30 pm / 1. Call to Order / President
2. Review Agenda
  • Moving 8(B)(4) to Executive Session.
/ President / Review Agenda / Agenda
3. Check In
  • Large group; introductions all around but no discussion.
  • Present:
Paula Wilk, Board President
Ben Kuzma, GM
Coley Ward, Marketing Mgr
Eric Lauterback-Colby, Staff Rep
Joyce Liska, Board member
Natanya Siegel, Board member
Michael Swanson, owner
Kathy Iannacone, owner
Fiore Iannacone, owner
Cody Porter Witham, Board member
George Milan, owner
Vanessa Saavedra, recording secretary
Torey Ligon, owner
Patrick Campion, Finance mgr
Rob McLane, Board member
Linda Laev, Board member
Shefali Milczarek-Desai, Board member
Betty King, Board member / President / Discussion
NOTHING / 4. Consent AgendaMove items if required and move to accept remaining items.
A. Minutes (September 2010 and October 2010) / Postponed until December meeting
5. Owner Time
  • Michael: Noticed that one produce supplier is Avalon Organics from Tumacacori; was wondering if Board was familiar with the community that produces Avalon’s food. (Paula: not really the Board’s Decision.)
  • Fiore Iannacone: Has shopped at Co-op for years and is happy to attend the meeting.
/ President & Owners
6. General Manager Information for Board
  • Ben: not much new happening other than what’s in the report. Co-op has acquired a lot of new equipment, is now open until 10.
  • Coley, new marketing manager: Chicken coop tour is upcoming, also a Co-op event on 11/14 involving Slow Food and the Screening Room; $15 for ticket for 2 movies plus 1 beer/wine and appetizers at 47 Scott. Solar Rock will be March 26 or 27. Ben notes that 2011 is the Co-Op’s 40th anniversary; Coley says a party to celebrate that will likely be held in February. Current newsletter is printed with 100% soy ink; next newsletter will also be printed on 100% post-consumer recycled paper.
/ GM / Report/Discussion 15 min. / *GM Report
7. Items from Consent Agenda
N/A
8. Board Work
A. Financial Update
Patrick: Deliberately shrunk inventory—got rid of some old products, brought in some new—so numbers seem strange, but they are correct and things look good.
Shefali: over budget on two items, payroll and non-payroll, why? Patrick: Revenue was over-budget, as well.
Ben: Amount budgeted is high percentage; expenditures must be viewed relative to profits.
Betty: What does “income after relocation expenses” mean?
Patrick: This is the absolute bottom-line, refers to expansion—business expenses beyond the ordinary.
Paula clarifies that the term “relocation” dates back to when the Board was contemplating moving the store; the more accurate term now would be “expansion.”
Betty: greatly appreciated the basket report / GM / Discussion 5 min / Distributed separately in Mailboxes
  1. Policies Monitoring and Reflection
1.L-1 Customer Relations
  1. Report
  2. Policy
Betty makes motion to accept policy as being in compliance, Cody seconds. Cody asks what recycling numbers are being used. Ben: believes it’s No. 2. There has been some experimentation to find most workable recyclable bagging. Betty: regarding value and products, when do you decide to buy organic or not? Paula: What qualifies as “nutritious and healthful”? Ben: in produce, “local” often trumps “organic” because “organic” labeling requires certification; otherwise, food without artificial additives or preservatives. Won’t carry organic or local foods if the expense is so great it will kill demand. Paula: It would be nice to see the criteria for what is “nutritious and helpful,” though not having it does not make the policy non-compliant. Fiore Iannacone supports the approach of buying non-certified (but organic in practice) local produce.
Paula: Regarding unsafe or unpleasant shopping experiences, it would be helpful to know specifically what the customer complaints are. Ben: that can be a difficult thing to track qualitatively; e.g., a customer will complain about the absence of a product that isn’t stocked for good reason, such as there being insufficient demand to justify the expense of stocking it. Eric: There is a way to keep better track of this; we’re just not collecting the data right now. Torey: This information is collected and grouped; particularly notable comments are reported. Other Board members don’t recall ever seeing that data.
Paula calls the question: 8 for, 0 against.
2.L-3 Financials
  1. Report
  2. Policy
Natanya moves to accept policy as compliant; Shefali seconds. Paula calls the question: 8 for, 0 against.
3.L-10 Membership
  1. Report
  2. Policy
[Discussion postponed]
4.L-12 Expansion
  1. Report
  2. Policy
[Moved topic to Executive Session] / GM/Board / Action 10 min.
Discussion 5 min.
Action 10 min.
Discussion 5 min.
Postponed until December Mtg.
Action 10 min.
Discussion 5 min. / Report
Policy
Report
Policy
Delayed due to staff transition
Report
Policy
  1. Meeting Evaluation Form Change (Tabled at Oct. Mtg.)
Joyce: new form has same contents as old form, but condenses redundancies for fewer questions. Leaves an open-ended question at end for additional feedback; individual responses given for question regarding preparation for meeting. Paula: Aren’t some questions supposed to be completed at home? Natanya: Maybe non-board members could provide feedback to certain questions, as well. Joyce agrees to address this at a future meeting and will submit an agenda item regarding changing the form for a vote at the next meeting. An additional suggested change is to pass around the duty to ask the evaluation questions at each meeting. / Joyce / Discussion 5 min. / Proposed Form
  1. Committee Reports
1.Board Development Committee
Joyce: Committee is postponing setting the mid-month meetings because logistical problems have arisen.
2.Elections Committee
Linda: Reviews notes from meeting: committee suggested electronic voting, but bylaws don’t allow that. Ben awaiting response from Co-Op attorney. Linda hopes the issue can be resolved quickly so that it can be put to vote at the next election. Briefly discusses plans for annual meeting. “Meet the Candidates” date and time has been set; Board member applications now due by Dec. 15. Shefali proposes combining “Meet the Candidates” with 40th Birthday party to increase turn-out. Coley says there are some matters that need to be assessed before combining events; cautions using “Meet the Candidates” as a means of outreach to non-members because candidates are not yet board members and should not necessarily be representing the co-op to prospective members.
3.GM Review Committee
Written report is in packet. / Joyce
Linda
Paula / Discussion 10 min.
Discussion 5 min. / Report
*Report
  1. CBLD Contract
Paula provides brief overview: Contract must be in place to send new board members to training. Once a consultant is assigned, there is no opportunity to change consultants. Shefali: If the assigned consultant does not have the necessary expertise, do we hire another consultant who does?
Ben/Paula: There are a few different options; we need to weigh costs against benefits. Paula is concerned about providing confidential documents to consultants as required under the contract. However, new board members can still attend, but under a different fee structure. Paula will bring back as an agenda item in the future. / Paula / Action 10 min. / Contract and CBLD materials
9. Next Meeting/Calendar
December 1, 2010, at 6:30 p.m. / President / Discussion
Break
8:15 pm / 10. Meeting Evaluation
(See next page) / President / Discussion / Forms (Current and Proposed)
11. Adjournment of regular meeting:
Rob moves, Shefali seconds, 8 for, 0 against. / President / Action
13. Executive Session
Expansion–Board’s Role / Shefali/GM / Expansion Project (EP)Comprehension Questions
( *Confidential materials distributed separately)

Board Meeting Evaluation/Monitoring Form

Date of Meeting 11/03/2010

In a continual effort to improve its Policy Governance process, the Food Conspiracy Board of Directors developed this form to evaluate its progress. This evaluation is the board as a whole, not individual board members.

  1. The board was prepared for the meeting

X Satisfactory Needs ImprovementUnsatisfactory

  1. The boards time was appropriately spent on Ends as opposed to Means

X Satisfactory Needs ImprovementUnsatisfactory

  1. Each board member was given an adequate opportunity to participate in discussion and decision making.

X Satisfactory Needs ImprovementUnsatisfactory

  1. The board’s treatment of all persons was courteous, dignified and fair.

X Satisfactory Needs ImprovementUnsatisfactory

  1. The board adhered to its adopted governance style:
  2. It emphasized outward vision:

X Yes No

  1. It encouraged diversity in viewpoints:

X Yes No

  1. It exercised strategic leadership more than overseeing administrative detail:

X Yes No

  1. It maintained a clear distinction between board and management roles:

X Yes No

  1. It looked to the future:

X Yes No

  1. Did the Board Encourage Owner Participation?

X Satisfactory Needs ImprovementUnsatisfactory

Signature: ______

Board Secretary