II        Approval of Consent Agenda:

Motion 2-2007 (#1) Motion to adopt the consent agenda items as written including: approval of calendar and timelines, approval of February Board agenda, approval of committee meeting minutes, and approval of GM report. Mark / Toni. Approved 8-0-0

III        Approval of Minutes:
· No comments

The Ballot Questions agenda item was advanced in the agenda to allow Donna Kaiser to participate in the discussion.

VII        Ballot Questions
· I had one little thing that I wanted to point out. The line at the end for having the ranking might be better if it preceded the sentence rather than followed it.
o I was also wondering, what the number 1 appearing in front of the 'Please rank' portion was? Perhaps it should say 'instructions'.
· I am a bit confused on the purpose of this as well as having some specific issues about content.
o I would like to mention that ORC had very little time to prepare this document. If you refer to the ORC minutes you can see the difficulties that we encountered. I was under the impression that the numbers would correspond to the items that are to be ranked. The numbering scheme seems very confusing to me.
· I am also very surprised to see this. I am not sure where this came from.
· I do find this to be confusing. I think there are too many points that we are asking them to rank. Maybe we just need to ask how important the patronage dividend is, how much do you expect to receive, and would you reduce the outreach budget.
· What this was supposed to be was more of an information exercise than a real questionnaire survey. We wanted to put it out there, what we have spent and on what. Then we wanted them to prioritize the list.
o It was not supposed to be a question of 'would you cut this in favor of that?' but rather a simple preference question.
o If we are serious about surveying the ownership, we need to have a professional do this. You are likely to encounter strong bias if we proceed with this.
· I would like to echo that. This is an educational piece. Also, the reason that some of the things that are on the front do not appear on the back is that many of the items left out are not discretionary. They are operational costs.
· I just want to repeat that this just came to the last ORC meeting. There was little direction about purpose or content.
· I wanted to comment on format. I found that the phrasing, 'ten being the most important to reduce' was unnecessarily confusing.
o I agree. Why not just say 'rank them in order of preference'.
· I would like to make a quick comment. I don't think it is a wise idea to connect the patronage dividend to below the line items. If we were to reduce outreach spending it does not ensure that patronage dividends will be issued. I do feel that feedback on the patronage issue is important, but it would not be prudent to link outreach and dividends in the minds of our owners.
· I also think that the 'important to reduce' language needs to be removed.
o Also, listing out all of the items here as if they were equal is very misleading. Snacks for the Red Cross Blood Drive is not on the same level as Chefs in the Classroom.
· This started as an open question to managers about what they would like to see asked on the ballot. The response led me to produce something that was intended to be educational.
· I think that the active element of having owners rank different items is important. There has to be something that is engaging or no one will care.
· I would suggest that we ask these as tracking questions. Then we can easily look at the change in response over time.
o I feel that the store satisfaction question from past years would be the likely candidate.
· When we discussed this, the main issue was to increase voter response. I think the idea of incorporating longitudinal tracking is a good one, however I do agree that we are perhaps not ready to make that happen today.
· I think a compromise is in order. We all agree that we like the educational components but that the questionnaire is too complicated.
o At ORC we discussed something much more simpler. Something with blanks following the items that could then be easily ranked.
o I think that it is essential to have a professional do this if we are serious about conducting a survey.
o The board had initially rejected the idea of a professional survey. Todd was going to contribute his expertise in this area but in his absence, maybe this is something we could revisit.
· I am not opposed to removing this. I would rather see a focused, well-constructed educational piece.
· The equating of various expenses must be paid attention to. To proceed along these lines, I think you must break the items down into smaller subgroups.
· Would it be possible to reuse the store satisfaction piece?
o Sonya will have a copy of that.
· I do like having information in here. I think if we expanded upon that section, it would accompany the store satisfaction question well.
· I think a pie chart might be a good visual representation.
o A problem might be labeling the various items.
o I would like to second the idea of a graphic representation.
Motion 2-2007 (#2) Motion that we use the store satisfaction survey from last year and a completed information portion about outreach as the ballot accompaniment to be completed by Donna Kaiser. Toni / Mark. Approved 8-0-0

The Rescheduling of Election Cycle agenda item was also advanced in the agenda.

VIII       Rescheduling of Election Cycle

· This mainly concerns the patronage refund decision. The current schedule demands a decision from the board by February. However, the financials are pressed to be finished at this time. Moving the election back, and consequently the owner mailer, will allow us to make a more thorough decision regarding the dividend.
o This is a unique year. We know that we have a negative bottom line we don't have a difficult decision to make.
o The bottom line is that the fiscal year cannot change. I will not get back the results from the auditor until March. If we push back the election then the mailer will not have to go out until after the financials are completed.
o This would also alleviate a lot of the pressure on BDC to complete the election process.
Motion 2-2007 (#3) Motion that we accept the recommendation to move the election to May. Chris / Fred. Approved 7-0-1

IX        Patronage Refund Decision

Motion 2-2007 (#4) Motion that the board not issue a patronage refund for this year. Colin / Mark Amended: Motion to approve the recommendation by the Finance Committee to not distribute a patronage dividend for 2006 due to our financial status. Approved 8-0-0
· The issue of patronage dividends is something that we will need to address as a board. We need to be thinking about how to handle this as the co-op progresses and how it fits into our vision.
· I would like to hear from owners how much they expect on their dividend.
· Rather than discuss this now, we will take this issue up in future meetings.

X        Revising the Board Meeting Process

· This article came from Cooperative Grocer. It was written by Mark Goehring who was recently hired for our upcoming training in April.
· I think that each meeting should start with a statement of affirmation, or possibly you do this for each item, then if there are not enough people ready to talk about a given topic, you can move it to another meeting.
· Mark has told us about other co-ops that are able to reserve an hour and a half for broader planning. They are able to accomplish this by not tying themselves up with intense scrutiny of details. We need to move ahead with our limitation review, making simple analysis and then voting our approval or not. The questions we ask should be, is this a reasonable interpretation, does this data support it, and do these limitations ask what we want them to.
o If you have detailed questions of Michele, they should be asked at another time, not occupying board time.
o I am worried that we may become a rubber stamp. Some of these questions are pertinent.
· I was wondering if you had discussed with Mark what to do if there is dissatisfaction. I wouldn't want these kinds of issues to be left behind just in interest of moving faster.
o One of the things that Mark suggested is that these questions should be resolved before the meeting through email or phone conversations. This makes for as much clarity as possible before the meeting takes place.
o I think that this is not something we are going to adopt immediately, but over the course of the year we will be able to locate the items of dissatisfaction so committees can address them.
o I think that some of these questions can be resolved this way but I also agree that some of them are need to be brought to the board for discussion. For example, if you were to disagree with the conclusions drawn by a report, this would be an appropriate topic for board discussion.
· In the past we have had issues about access to the GM and conflicting instructions that resulted. I am pleased to see that we have moved beyond that point.
o I agree. I think that since there is no action being taken in the proposed correspondence, beyond clarification, it is appropriate. By cc-ing emails, it would allow everyone to review the questions, just as if we were at the meeting.
· Along those lines of thought, I believe that you would want to limit yourself to just clarifications. If you had a real disagreement with whether the limitation is being met, it would have to be discussed at the board meeting.
o Would it maybe be beneficial to at least raise these concerns prior to the meeting?
o I don't want to see us move heavily into email. I think that thorough reading and understanding of the packet materials is the most important part of preparing for our meetings.
· There is a sample motion in the board manual that features the dual statement of reading and reviewing the limitation report and also approving it. This may be something we could consider.
· When it was mentioned that an hour and half is used for planning type discussion, the agenda that was presented had the board meetings start earlier, moving through the limitation reports and other items of necessity. Then dinner would be a reward of sorts for completing that section of the agenda. Then we move into the crucial part of the meeting, spending the greatest amount of time on what I think we agree is our most vital role.
· It appears that informally, the board members could attend a meeting starting at five o'clock.
o It may be possible to reschedule committee meetings to accommodate time constraints.
· Should we try this set up for next meeting?
o We should wait, with the intention of trying this in the future if possible.
· I think that the process of the meeting is secondary to how we approach the limitation reports.
o If we do move ahead with this, I would like to see a solid End statement.
· Is there a problem with the way we currently review limitations?
o I think that we have the structure, but we often stray from the core process.
o We have been moving toward this type of streamlining, but I hope that we don't do this just to save time. We should not sacrifice the quality of our work just to end our meetings earlier.
§ We should keep in mind our responsibility to review these limitations and our ability to employ third party sources to review these limitations.
· I think the general consensus is to wait a month, sort out the committee timing, and then try this in April.
· I would also like to mention that if anyone has specific questions for Mark Goehring, forward them to Steve or myself [Chris] and we can make sure they are addressed.

XI        Owner Meeting: Topic and Dates

· We discussed the possibility of a movie. We may want to review this before moving ahead with it as the focal point of our meeting.
o We could pass it around so that we don't use board time for viewing it.
Motion 2-2007 (#5) Motion to approve the True Cost of Food and pricing breakdown as the topic for the May Owner Meeting, pending review of the movie. Toni / Mark. Approved 8-0-0
· For the date, the 22nd was preferred to the 23rd.
Motion 2-2007 (#6) Motion that the May Owner meeting be scheduled for May 22nd. Mark / Fred. Approved 8-0-0
· One more item from ORC. We are passing around the sign-up for the board members being in the store. It will be on Friday from 4-6pm, during the wine tasting.

XII        Candidate Endorsement
Motion 2-2007 (#7) Move that the Board accept the endorsement of the following candidates, Chris Bentley, Christy Andersen Brekken, and Steve Hackel, for the April ballot, for election to the Board of Directors. Dave / Toni. Approved 6-0-2
· I wanted to let the board know that Christy's was the only application that we received. I believe that she is great candidate. We recruited Steve afterward. Recruitment has been a very difficult process.
o We have begun forming an ad-hoc to focus on retention and recruitment.
o Recruitment and retention are issues that we can ask Mark Goehring to focus on at the training.

XIV       Proposal for Board Self Review with Review of G-3 and G-4

· Dave made the suggestion that a board member could take on the G reports much like Michele reports on the L statements. He has provided an example of what that may look like.
· We should also take this time to review G-3 and G-4.
· I think this is a great idea. I think that maybe we should do it in the same format as Michele, with the interpretation coming first and being followed by measures and data.
· I though this was great.
· On the L statement structure, Mark's article did not include any reference to measures.
o He calls them something else. He is working with us currently to craft the L reports.
· G-5 and G-6 are under review for the next meeting.
o I was thinking that it may be beneficial if the person writing the report knew in advance then they could begin compiling information rather than having to rush through in a single month.
· As I look through these G statements, I have not seen anything about vision, the kind of topics that we have been discussing placing more focus on. If there is any clear place it is here in G-3.
o I think that when this policy was drafted, the P statements were the intended Ends. This does not specifically address vision.
· In Dave's report, he mentioned that G-4 item 3 did not make any sense. Perhaps we would want to consider striking this item.
o I think this was meant to have the board review things they have done.
o Perhaps 're-exploration' is not the best phrasing.
o I think the 'events' is the confusing part. What is being referred to?
Motion 2-2007 (#8) I move that we forward G-4 item 3 to the policy governance committee for review and clarification. Mark / Toni.
· In reference to G-4 item 1, I do not believe that the board should spend much time on owners that comment at board meetings. It is an inappropriate time for this and can be distracting.
o When is it appropriate for an owner to contact the board?
o What I mean is that the topics that are brought to this time are inappropriate.
o Owners belong to committees.
o Opportunities like the 4-6pm meeting time.
· I think we need to address the scheduling of owner meetings and board retreats.
Approved 8-0-0
· The linkage item on G-3 is even more of a mandate to conduct a thorough and professional survey. This may be a very good way to interface with owners.
o I agree with you that we want a good objective survey, but I also believe that we should hear from our core people. They may not be perfectly representative, but they care a lot and their opinions may be more valuable.
o I think that this could be accomplished with questions about participation level.
o I also think that a more comprehensive survey could yield better results.
· I [Steve] am going to take on G-5 and G-6. We will proceed in alphabetical order from there, skipping Dave since he has already given this report.
o Just a note: it may or may not make sense to use the L statement structure in writing these G reports.
· As we do these, I don't think that we have to be in compliance. We will get a lot more out of fixing our problems rather than justifying them.
· After compiling all the reports, we could then issue them to the membership as a year-end evaluation of board performance.
· I think that the board may be neglecting something major. We had a board member whom many people reported to me was difficult to work with. This was never dealt with. I don't think this is healthy or productive. Its not problem board members, its problem behavior.
o I think it may be beneficial if we discuss how to handle this in the future.

XV       L-2 Monitoring Report

Motion 2-2007 (#9) Motion that the L-2 monitoring report be accepted as presented. Mark / Toni
Discussion:
· I felt that the section about loyalty to individuals was crossing over into staff treatment. I think it doesn't make the report out of compliance, but it is unnecessary.
o You feel the whole statement should go?
o Just the data. I feel it is duplicative.
· I felt that item B addressed the same issues as A. B was supposed to focus on the GM, yet I did not see the GM mentioned. Is this a correct interpretation?
o I was reading this as an extension of the GM's authority, that all of this is under her purview.
· I think that something is missing about the product selection. It should say something about our guidelines.
o This is more focused on a conflict of interest.
Approved 8-0-0

XVI       Review L-2

· I think that maybe this is too broad. There are no clear measures listed here. Who determines the definitions of the language used here?
o What you are referring to is the preamble and not the specific policy language. That is a little more focused.
o There is a huge gap between the preamble and the policy. It might be that we just add some language rather than remove.
· It seems like it is getting at ethics. This is everything from hiring to whom you do business with. I think that we have to accept the GM's interpretation. I wouldn't even know where to begin with focusing this policy.
o I would want to ask Michele, where are your conflicts, and maybe go from there.
· Do we send this to policy governance?
o We are going to be going over all these with Mark. I would recommend that we just add it to the list.

XVII       L-5 Monitoring Report

· I [Kevin] am handing out a new version of the financials. There was a minor calculation problem that has been fixed. The retained earnings for the current and previous year were switched.

Motion 2-2007 (#10) Motion that the L-5 monitoring report be accepted as presented. Dave / Mark.
Discussion:
· The first bullet item on page fifty says cost of goods expense; it should say gross profit margin.
o That is correct. We should note the correction.
· I wanted to say that this was a great report. Very concise, great definitions.
o I agree. I must admit that the sweep accounts were confusing, until I saw the balance sheet. Having the numbers there made it very clear.
Approved 8-0-0

XVIII       Review L-5

· No changes were suggested.

XVIII       Preview L-3

· This is Community, Information, Education and Outreach.
· The reworking of this policy has really helped clear it up.