|
First Alternative Board of Directors
Meeting Minutes Tuesday, February 21, 2006 |
| Board Members present: | Joanne McLennan, Colin King, Max Jones, Steve Albright, Toni Hoyman, Dave Hockman-Wert, Esther McEvoy, Margaret Jack, and Chris Bentley (left at 7:05, returned at 8:50) |
| Board Members absent: | None |
| Staff present: | Michele Adams, Dana Allen, Jim Dobis, Martin Doellinger, Janey Gaventa, Evelyn Hall, Fred Heil, Kevin Oder |
| Board Advisor: | Marcia Shaw |
| Consultants present: | Pete Davis |
| Owners present: | Elizabeth Burrows, Jan Dobis, Dave Chiller, Cam Johnson, Richard Herbey, Paolo Tomko |
| Scribe: | Colleen Jess |
| President Joanne McLennan opened the Board meeting at 6:30pm. |
| I Market Study
Presentation - Pete Davist: Presentation of the market study recently completed by consultant Pete Davis. This is a continuation of his presentation from the Board / Owner dinner just before the meeting. This market study was requested as a tool to be used in planning for future growth as needed but there are no immediate expansion plans at this time. |
| II Owner Comment: · He often shop at the North store and has noticed peak hours where parking lot and the store are full. Planning for expansion in response to the continued growth at that location is a good idea, as the store already feels crowded at certain times. |
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III Approval of Consent Agenda: |
| IV Approval of Minutes: · Consent agenda |
| V Announcements
and Affirmations: · Max is sending out the draft rewrite and consolidation of the policies from the Calendar committee for review by the Board members. Items will be sent out in a couple of weeks. o Set up a meeting before the next board meeting to review? § Possibly. Really need to have everyone be able to review them. o Have meeting before the executive meeting to break it up into smaller pieces to make it manageable. o If anyone has any comments, email to Max. · Marcia Shaw and Margaret Jack will not be at the March Board meeting. |
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VI Board Calendar and Timeline: |
| VII Questions/Comments
on Committee/Meeting Reports Board Development Committee: No questions Executive minutes: No questions Finance minutes: No questions Owner Relations: No questions |
| VIII GM Report Question
/ Comments: Questions/Comments: Michele misunderstood Pete Davis' suggestions regarding a transitional store in Corvallis. Based on his specific comments at his presentation, she would not consider a crossover store in Corvallis, if we did one, it would be in Albany. · Whole Foods, 100% powered via Wind Energy Credits - brought attention to this as being a significant note in Michele's report. |
| IX Monitoring Report
for L-11 Policy (Financial Condition): Questions/Comments: This is for the year-end for 2005. · Cash flow issue - relation of Capital Budget to Expense/Operations Budget. Numbers don't show up through net income. When building inventory, it doesn't come through as operation expense. Product and Loss statement is where you see the activity. Look at cash flow statement to see what we spent, what we took in. · The hardest thing to understand is how to tell owners how the numbers are flowing in order to explain the dividend amount or lack thereof. Will explain in owners' packet what kind of expenses we had over the year and how that impacted the overall numbers. Will try to generate one sheet of paper to have a clear-cut answer in the packet. · What we do collectively is how we really succeed. We make decisions designed to benefit everyone. We should take pride in what we have done with owners' money and therefore make them feel good about what we're doing with it. · What we maybe need to stop promoting is the patronage dividend. People get too disappointed by it. Patronage dividend is in our mission statement and must be done. Could be moved to the bottom of the list to place less importance on it. · Can we make it a lump sum that owners would decide later what to do with rather than dividing it up to individuals? Not possible based on the legal requirements of patronage dividend. If it's due, it must be paid out individually based on patronage for that year. When the business uses earning for legitimate business reasons such as capital purchases, it doesn't leave anything due to the owners under patronage refund. The Board could choose not to approve capital purchases or investments in the store if it wanted to give higher priority to a patronage refund than investing in plant & equipment. · The finance committee will review the financials and needs and submit its recommendation to the Board in March for a decision. Marty will give recommendations to the committee, as will Michele and Dana. · The current assumption is that there is not enough cash for a dividend. Because of the deadline for the owner mailer, two different versions will have to be written ahead of time and whichever is correct based on the Board decision in March will be included in the mailer. · Can we make a general plan that every 4 years or so, to plan on having a dividend based on the assumption that the co-op is in good standings and could stay the way things are without buying anything and make the decision beforehand to give a dividend? o Possible. Also good to put any available funds in community outreach and co-op interests. Always keep improvements and needs in mind, or else we won't grow. · Communicating to staff about finances generally works better for achieving goals. o More knowledgeable staff promote happier customers with informed answers to questions about higher prices, dividend amounts, etc. Motion 02-2006 (#2) Motion to approve the L-11 monitoring report as submitted. M/S Margaret/Toni Motion passed 7-0-0
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| X Monitoring Report for L-3 (Environmental
Protection) Questions/Comments: · Very thorough. · Blue Sky - referencing page 60 4th paragraph - Solar panels are good - efficiency wise they're better, but in terms of the cost of buying them in relation to energy produced, they're less effective for the dollars spent than the Wind Credits through Blue Sky. Past conversations were in talking about different options. Question going out in the ballot about general public opinion. · Is it the Board's responsibility to make a decision on exactly what program is used or just to guide the direction of the decision? General discussion about the policies (L Statements) that the GM uses to guide her decisions, the role of the Board in formulating those policies, how involved the Board would be in the choices made to fulfill the policies, how specific those policies should be, and the method for making changes to the policies. Motion 02-2006 (#3) Motion to approve the L-3 monitoring report as submitted. M/S Dave/Esther Motion passed 8-0-0 Review of L-3 |
| XI Preview of L-4 Policy
(Code of Conduct) Revision date: 2/16/05 Discussion: · None |
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XII Preview of L-16 Policy (Marketing
/ Merchandising) |
| XIII Lease of Additional
Space on Grant Street for North Store Management to sign a lease at $600/month for 600ft space? The cost of the lease expense itself is within budget. This is being brought to Board, as the Board must approve all long-term leases. Discussed the cost per square foot - this is the same cost that other offices in the same block are being leased for. Michele went over her long term plans for the North store site as the opportunities arise. Motion 02-2006 (#4) Motion to allow management to sign a lease agreement
with Terry Odell for property on Grant Street for a cost of $600 a month.
M/S Max/Colin Motion passed 8-0-0 |
| XIV Board Candidates for the 2006
Election · Peg Cornell has dropped out of the election and will not be a candidate in the 2006 election. · Interviewed 8 candidates (out of 10, 1 dropped out last week (Peg Cornell) and one other, the BDC decided not to endorse after discussion in interview. The potential candidate agreed with the BDC after his discussion about the Board position that it wouldn't be a good fit. Motion 02-2006 (#5) Motion to accept the endorsed candidates as submitted
by the Board Development Committee. M/S Max/Margaret Motion passed 7-0-1 |
| XV Request BDC for Criteria &
Process for Endorsing Candidates Asking BDC to clarify the role of the BDC and the Board in endorsing candidates. Steve will take this to BDC to work on. |
| XVI Strategic Ballot Questions
to Owners Strategic Ballot Questions submitted to the Board for approval by ORC. On the questions of growth, it was hard to create a question that didn't appear to be leading in some way. It was decided to leave the question more open ended to get a sense of the owners' feelings about growth without being directive. · Discussed formatting of questions. · What kind of return rate do we get on owner surveys? Approximately the same as amount of ballots received. · Survey questions will be in ballot possibly on a separate sheet. Try to keep them separate so it's easier to put ballots in one place and surveys in another. Sonya is working on a manageable format. · Possibly have someone (Board member) posted in the store to hand out additional copies of the strategic questions and ask owners questions about their wants and opinions. · Should we put some kind of promotional item in packet to encourage voting? o Best not to - it tends to come across as a bribe. · Offer promotion of ballot completion (such as a 5% coupon) just to encourage people to return ballots? o Better to have ballots come back from owners that are really committed to the co-op and getting their word out rather than needing a token of encouragement to do it at all. · Put on demos in the store at the same time strategic questions are being given out? · Could have a set of questions for anyone, not just owners, to see how we can improve and advance in owner share sales? Wouldn't be voting, would just be a survey. Promote survey during a peak time - April? Make decision at next meeting. · Ballots deadline is April 21st Motion 02-2006 (#6) Motion to accept the Strategic Ballot Questions
as submitted by the Owner Relations Committee. M/S Toni/Chris Motion passed
8-0-0 |
| XVII Board Self-Evaluation G3-G4 G3/G4 · Discussed connections/links with owners and how it's done - Owner dinners, Board Letter, ORC, focus groups, etc. · Discussed options for new and improved ways to achieve communication and links with owners. o Owner Input Board cards o Board member(s) available in the store for questions during voting time. · Board is always in an evolutionary stage and always monitoring progress. Always working on finding new ways to achieve goals. · Request to have a review of what was done over the previous year to lessen how much discussion is lost. Perhaps narrow down how many things continue to be brought up with no ultimate results. · Give Marcia feedback on how you evaluated yourself and the board to get an accurate assumption on what aspects were being reviewed by each person within each question on the survey. Each person could evaluate each question differently and rate it differently, in which case Marcia wants to know what you were evaluating to come to the conclusion you did. · Use the better-defined calendar and policies to make a better-communicated goal sheet for board members and for new board members coming into play. Marcia will summarize everyone's answers and will get back to the Board
with a summary |
| Meeting Adjourned: 10:15PMs |