Item D1 for January 20, 2016
PFC Board of Directors Meeting Minutes – December 16, 2015
Location: St. Andrew’s Church, Division Street
Attendance
Board Members: Gaia Kile, Keegan Rodgers, Ann Sprunger (president), Leah Hagamen (secretary), Matthew Graff (treasurer), Bruce Curtis
Lesley Perkins, General Manager
Susan Landauer, Human Resources Director
Christine Laing, Finance Manager
Blair Ellis, Employee and Member-Owner
David Hall
Lori Crall
Patti Smith, Board Administrator, taking minutes
Call to order – Ann called the meeting to order at 6:30.
Agenda Review – Ann added an item: discussion of Groundcover for 5 minutes. Visioning was changed from 10 minutes to 5 minutes.
Member Comments —
Announcements, Info-Sharing, Future Scanning – Bruce shared an early flyer from an annual meeting. Patti shared her excitement about reading old Connections while doing her book research. Lesley sent a thank you letter to St. Andrews. Gaia, Keegan and Ann had a conversation with CDS Jade. She suggested that the board take a survey that CBLD has designed. Ann will send this out in the next week or so.
Consent Agenda – The minutes from December and the PFC ByLaw Committee minutes were on the Consent Agenda. Leah moved to accept, Keegan accepted and the motion carried 6-0.
G.10 Rules of Order -- There was one suggestion of revision and some rewording. Keegan suggested that we monitor as needed; the changes suggested are very minor, asking that 10.3 read “All members will practice active listening and treat each other with dignity, respect, courtesy, and fairness during discussion and debate and in all other respects.” The consensus was to re-evaluate as needed. Ann moved and Gaia seconded to accept the synthesis, and the motion carried 6-0.
G.2 Board Job Description – There were mixed comments on compliance and policy revision. A few people suggested using the CBLD policy template instead. Leah read the CBLD template with the addition of the language "be accessible, responsible, honest, cooperative and at least 21 years old". (This needs to be in there because we sell beer and wine). Matthew moved that Patti prepare a policy document using the six points plus the seventh point with the language regarding 21 years old, Bruce seconded and the motion carried 6-0.
G.12 Revised Language – Changes were made based on the conversation from last month’s meeting. Keegan reviewed the new language and also explained that the numbers are being kept the same for continuity and future reference and comparison. There was discussion about the language of 12.3 and what happens if the Linkage Committee declines to place the matter on the ballot. Bruce moved to adopt the language as proposed. Gaia: concerned about language in 12.3, would like to see more clarity in what happens if the Linkage Committee declines to put the matter on the ballot. In other words, what if like last time linkage says no, the board discusses and decides yes to put it on the ballot. But one might think it says that the board can only discuss the matter and the board cannot vote to put the matter on the ballot.
Given these concerns, Leah and Keegan will meet to discuss modifications to make that section clearer.
GM Report– Board members praised the new floor. Matthew inquired about why there was no news regarding the produce department. There are no changes (positive or negative) to report at this time. Ann commented that the frozen meat section is doing well and asked what the plan was for the future of this section, given that more people are buying meat. She stressed that this is an important department. Bruce praised the pleasant staff members at the co-op.
L.8 Communication and Support to the Board – There was a typo that said “uniformed” and not “uninformed”. The Financial Planning and Budget and one of the Maintain Assets Twice Liabilities were late, but not out of compliance. The “yes” answers were changed to “no” for both of those. Bruce moved to accept the report with the above changes, Keegan seconded, and the motion carried 6-0.
Financial Matters — Matthew questioned what was meant by “(i)t is not possible to determine how much of these costs should have been recorded in prior years” and why it was in the budget discussion. Christine said that she can’t make the fixed asset list and depreciation list match up.
Christine explained that there are three lists that are not adding up (to the tune of $12,000). These are: the list of what you own, list of accumulated depreciation and the depreciation itself (starts with what you pay for and gradually gets less—the getting less is the depreciation. That is what is spelled out over multiple years). Lesley is going through lists of assets and depreciation to help remedy this problem.
There is no actual money involved in this discrepancy, so this is not an area of malfeasance (e.g. embezzlement).
Where are the lighting and flooring expenses coming out of? Out of cash reserves. Is there a ballpark of how much money we are trying to recoup from the membership discounts? Not at this time. When the matter is ready for discussion, Lesley will bring it to the board for discussion at executive session.
Ends Interpretation – Gaia: selling more sugar, more meat, less produce not promoting health and well-being. We are satisfying E1a of customer expectations, but not E1b and it should be acknowledged as such.
Discussion about selling produce vs. organic produce—the ends we should be aiming for is to sell more produce. To promote health in diet, you eat produce. The two ends conflict—what customers want vs. what is healthy might not be the same thing.
Gaia: we aren’t in compliance with E.2 because of labor laws. We can’t be in compliance without being out of compliance with the law. Keegan: They have the ability to do things under E.2.
We are doing a great job with E.5, model workplace.
Does supporintg Groundcover fit into our ends? Is there an End that would promote our support Groundcover? E.2-support social causes. Suggested that our donations to Groundcover should be included under supporting social causes. Also can include the fact that we hire people who need help reintegrating into the workplace. We have also mentored people from Michigan Ability Partners.
Lesley will redo section E.2 to include the support we give to others and highlights of the co-op.
By-Law Revision – Bruce moved, Gaia seconded to suggest
Increase the number of Board Directors to 9. This would mean proposing changes to:
Article V 5.1 Size and Eligibility: The Board of Directors shall consist of nine (9) members…
Article V 5.3 Staggered Terms. Three (3) Directors shall be elected each year.
Note: we would add one Director in 2017 and one in 2018 if approved.
Reommencation was to remove all quorum for board elections.
Gaia: some quorum is appropriate, but ideas about changing our membership structure are being floated so perhaps not approrpirate to change quorum. Perhaps should clean up membership structure first, and then adjust the quorum issue. Keegan agreed—quorum is necessary for member engagement. We should work to better engage members so we have more than 10% voting.
CDS Jade was comfortable with removing quorum, as people get involved with the co-op in their own ways, not necessarily voting.
Ann: Bylaw changes – we need to be unanimous as a board if we want to promote an issue.
Matt: support quorum because we are a democratic organization, deal with quorum issue with reconsidering how we constitute ourselves or GOTV more. Need to engage members more.
David: inundated with information, need to be practical, going to be very embarrassing if we don’t make quorum again. People are engaging in different ways.
Lori: people want their food, don’t really care about other stuff
Straw poll about eliminating quorum: three want to leave it alone (at 10%), not motivated to change it because I don’t think we will meet quorum—so I am okay with leaving it alone now, if we are this far apart it would be foolish to change it
Let’s get through this election and then take a look at quorum so I vote we leave it alone.
Disucssion: Article V 5.7
We only have one entity now (as in location/store) so this is not factual. Do we forsee having another entity which would validate this clause?
5.7COMPOSITIONThere may be no more than one (1) Director from each entity, as defined by Section 9.1, who is a paid staff member.
Are we going to have another entity (e.g. store) such that we should update this policy?
Don’t think we should have by-laws written for an event in the future. They should be pertinent to now.
We may expand to 9 members, so maybe we should table this discussion until then. Consensus to leave this alone until and unless we add 9 members, at which time we will revisit this issue.
Discussion:
Article III Types of Members
We currently allow for different member classes when in fact we really don’t differentiate.
Current:
3.2MEMBERSHIP CLASSESThere shall be two classes of membership. Each class shall equally enjoy all rights and bear all responsibilities of membership. Class 1 memberships shall be available to every person meeting the requirements established in Section3.1whom the Co-op certifies as having “low income” under standards established by the Board of Directors, contingent upon meeting the financial requirements outlined in Section 3.3. Class 2 memberships shall be available to every person meeting the requirements established in Section 3.1, and shall be contingent upon the payment of any application fee which the Board of Directors may establish for such class and upon timely, scheduled payment of any membership capital required of members of such class by the Board of Directors.
3.3CLASS 1 MEMBERSHIPThose individuals whom the Co-op certifies as having “low income” under standards established by the Board of Directors shall have the opportunity to finance their membership over a period up to four years.
Not comfortable with having board identify “low income”. But all that status gives is someone the right to spread out payment over a term of four years. Technically anyone has access to this opportunity. Installment membership is available to all—there is no financial hurdle. So the bylaws do not need to separate the two classes. So they are proposing so that it reads as one class of membership and anyone can go on a payment plan. As long as you are current in your payment plan payments, then you have full voting rights. Christine said she doesn’t think anyone owes us money at this time.
3.2 there shall be one membership class…committee needs to work on language
Do we want to change it? Craft language. Vote. Doug. Do the pros/cons for newsletter
Straw poll: ambivalent—somthign to tlk about on the abllot but not super motivated to put it out there, members could misread and think we are trying to get rid of a lower income class. Let’s wait until next year.
Nominations/Board Appointment – Gaia went through membership list, looked for names he knew, and is contacting people he thinks would make good candidates. Matthew has been talking to long-time members, who say that they have been getting the word out.
Groundcover Discussion – Ann has talked to Judy about the issue; there is a belief that the board made a decision regarding this matter. Ann has clarified that the board has not made a decision on this issue and therefore there is no issue to reverse. Ann has also explained that Lesley deals with this matter because it is an operation issue. There is also a belief that the vendors have been “banished” to the corner, which is not true. Vendors are about 10-15 feet from the store, and are doing a great job abiding by this. We have also asked petition gatherers and other solicitors to kindly move away from the door as well.
Financial Report: No depreciation recorded in December. Co-op reported a loss in December. This will likely change when the depreciation changes. Sales were down last year, but sales in the key departments have been up. In the process of restructuring accounts, e.g. will be tracking sales of beer and wine separately. We will be audited at the end of February, so Christine will review records line by line.
Calendar Review and Check-In – No new additions.
Looking Ahead – Approve the new language for G.2 based on the CBLD template language. Approve G.12 proposal with clarification language. Approve the Ends policy with updated E.2 language.
Task List –
· Ann will send the CBLD survey out
· Patti will use the CBLD template + “21 years” language to draft new G.2
· Patti will send the G.11.15 correction to Leah
· Keegan will redo the language for G.12
· Lesley has to do reports for L.2, L.7, L.4.9
· M.2 synthesis next month, Leah doing the report
· King award recipient to be determined
· GM Evaluation in Executive Session
· Plan for board retreat
· Linkage Committee: get ballot validation instructions to the staff, schedule ballot counting, get election and annual meeting information to the website
· Lesley will add to E.2 in her Ends Policy
Future Meetings – Next meeting will be February 24. Patti will not be here, but the meeting will be recorded.
Meeting Evaluation:
· Good meeting
· Long meeting but had good discussions
· Lively meeting
· Covered a lot of ground
· Lesley did a great job getting all of her reports to the board
· Good conversation about bylaws
· Doing a good job with policy revisions
· Heartened by more interchange between board and Lesley
· Less walking on eggshells, know each other better
Adjournment – Ann adjourned the meeting at .
Respectfully submitted,
Leah Hagamen, Board Secretary