FA Board of Directors Meeting Agenda
March 20, 2007

 

Board Members present: Steve Albright, Colin King, Mark Reed, Toni Hoyman, Dave Hockman-Wert, Esther McEvoy, Fred Heil, Liz Kelly, and Chris Bentley
Board Members absent: None
Staff present: Michele Adams, Kevin Oder, Donna Kaiser
Board Advisor: Marcia Shaw
Consultants present: None
Owners present: Bonnie Gaventa
Scribe: Josh Curtis

 
I          Owner Comment:  none

II        Approval of Consent Agenda:


Motion 3-2007 (#1) Motion to adopt the consent agenda items as written including: approval of calendar and timelines, approval of March Board agenda, approval of finance, ORC, and BDC meeting minutes, and approval of GM report. Mark / Toni 6-0-1

Request to pull the Board minutes, the executive minutes and the policy governance minutes off the consent agenda.

III        Approval of Minutes:

· I have a Robert's rule sort of question on page five, line 131. If there was an amendment to the motion, we would have had to approve the amendment.
o This reads like a clarification rather than an amendment.
o Could we change the word to clarification rather than amendment?
o I feel that we should remove the first part of the motion, because until the motion has been clarified, it is not really a part of the motion.
o The scribe will remove the initial phrasing and we will try to use this format in capturing future motions.
Motion 3-2007 (#2) Motion to accept the Board Minutes. Dave / Toni 7-0-0
· I am concerned that the decision about the following year's retreat date may be too late if done in September. I feel we should get this on to the calendar as soon as possible so as to get the greatest amount of people there.
o Have we made a decision about whether to hold a September meeting?
o We decided last year that we would continue the practice of holding a September meeting.
o Then we should make sure that deciding the Retreat date is done at the meeting rather than the Retreat.

IV        Announcements and Affirmations:

· If anyone is experiencing difficulties with their automatic discount please let Michele know.
· Next month is the Board Recognition dinner and I want to get a headcount of who wants a vegetarian option.
o 3 people would like a vegetarian option.
· I [Steve] forgot to go to my Friday shift, 4-6pm, and would like to apologize.
· Please bring your manuals to the April training session.
· There are round table discussions at lunch focused on different topics. If you would like to facilitate or participate in any particular discussion. Michele passed around a sign-up sheet.
V        Board Calendar and Timeline
· No comments

VI        Questions/Comments on Committee/Meeting Reports
Board Development Committee: No questions
Executive minutes:

· Another thing that I have seen come up several times. There is a mention in the minutes saying that the Board will be alerted about such and such an item. Is this mention supposed to be the alert or is there something else?
o This particular item was my [Steve's] task, and it was carried out.

Motion 3-2007 (#3) Motion to accept the Executive Committee minutes. Dave / Toni 8-0-0

Finance minutes: No questions
Owner Relations: No questions
Policy Governance:

· The last thing that is in the minutes is, 'Michele will rewrite the policy'. I think we should not be having the GM write Board policy.
o I want to echo these concerns. Not only should this not be the procedure, this should probably not be in the minutes.
o If we direct the scribe to do this kind of task, then you do not necessarily have to put it in the minutes.
o I think we need to make sure that the GM is not writing policy, but attends these meetings, much like she does the Board meetings, as a reference resource rather than an active participant.
o Perhaps the minutes should say that Michele retyped the minutes rather than rewrote as she feels that is the task she was assigned.

Motion 3-2007 (#4) Motion to accept the Policy Governance minutes with the change of 'rewrite' to 'retype'. Esther / Toni 8-0-0
VII        L-1 Revisions

Motion 3-2007 (#5) I move to table this item until such time as we have a complete document, (a substitute proposal), including a preamble. Colin / Dave
· I don't feel that this policy draft is complete and we should not proceed as it is.
· Are we to take other comments and incorporate those in addition to including this preamble?
o I have comments from Steve, Dave, Colin and Mark.
o We want to come up with a new proposal that the Board would then vote on.
o It goes away until your committee decides whether the suggestions you receive should be included. Whatever you bring back is your proposal and we would then vote on it.
· I would like to suggest that we remember that one of the reasons that we are doing the policy governance committee is to avoid group wordsmithing. I feel that we are to take the suggestions that are substantive and make these into Board discussions. The points of contention should be addressed at the committee level.
o When these points occur, the committee can specifically address them so the Board is clear on how they are being resolved.
o It is not the job of the Board to resolve differing viewpoints.
· I would like to suggest that we put a parenthetical notation that says that this is a
Motion Approved 8-0-0
· Would it be acceptable to send more suggestions?
o Yes. Let's have the comments in before March 31st so that the committee can adequately review them.
VIII       Non-Ops Spending Presentation
· Outreach Manager, Donna Kaiser has prepared a presentation concerning revising the outreach budgeting and spending. This is in response to suggestions by our banker Ken Noteboom on how we might strengthen our financial statements and potentially improve the risk rating for our loans.
o The recommendations in the presentation are just that: they are not hard and fast, they are only proposals.
Discussion:
· As a result of this presentation, do you want the Board to give you a specific number to cut?
o I would rather that the Board recommends measures that are described in more general term.
· I would like to request that the Board get this in some kind of tabular form. It would also be good to see supplementary numbers showing how many people are able to participate in any give program.
o Many of the programs are nebulous and have additional effects, such as attracting shoppers, which will be difficult to quantify.
o I would like some information about the philosophical underpinnings of this program. If we can define what we are trying to do with these programs, it will be easier for us to make decisions regarding them.
· It may be a little difficult to discuss this without time to digest these numbers. Without them right in front of us, I'm not sure we can proceed.
· I find that confusing. What Ken kept saying is, we have to save it before we spend it. Once the money has been saved, it is still saved.
o There are issues surrounding the dividend that have to be addressed in any attempt to save money. The way I understood this, we would be using this money in a sinking fund to pay down our line of credit. This way we would still have access to the money. However, we would have to borrow to get it. I'm confused as to how this would help us.
· There are two components to Ken's proposal. During the three years that you save money, you will be improving your income statement, and potentially your interest rates. After these three years, you return to the higher level of spending, you will no longer get any benefit. To prolong these benefits, you would continue spending at the lower level. However, beyond the three-year mark, you are no longer strengthening the income statement, only the balance sheet. We have not proceeded with specific numbers as we are waiting for Board impetus. If the Board decides that this is something that we want to pursue, then we can come up with the specific numbers associated with this plan.
o I want to say that a problem with many of these programs is that we commit to specific dollar amounts rather than percents of profits. By committing to percents, we can account for poor years.
· There are several questions that we need to answer if we are to proceed: taxes on a bottom line and our legal obligations to our owners in case of profit.
o What we need to do right now is decide if we want to proceed with these discussions. If the answer is yes, we can research these issues, provide specific information and conduct a more informed discussion.
o I feel that regardless of how this may affect our position with the bank, this is something that we need to pursue in the interest of improving our own stability.
· I would like to propose that Kevin proceed with answering these questions.
o We can also task Finance to come up with specific topics that they would like to see the Board focus on.
· I want to reiterate that the Board's job is to figure out where we are going and then staff can decide how we get there.
o This does include prioritizing.
· In addition to specific financial impact, it would be nice to see how other cooperatives run their outreach programs.
· I am envisioning that this would come to Finance first, be refined, and then get presented to the Board.
o I definitely want to see this presented in conjunction with our legal obligations to our owners.
IX        Review of Guiding Principles G-5 and G-6
· I tried to provide a specific example for each of the bulleted points.
· I hope that everyone received the revised report.
o It looks great.
· Are we intending to make it a precedent that the VP succeeds the President after they resign?
o I believe so. This intention also appears in the BDC minutes.
o Bullet two of section five hundred, page seven states this.
o Chris and I [Steve] are discussing this currently.
· Reviewing the descriptions of specific officers' roles, I have found discrepancies between what is proscribed and what is practiced.
o An example of this is Michele scheduling Marty for financial trainings.
· As well as alerting the vice president of their potential responsibilities, we should make sure we alert all potential officers.
· We might consider things like, under the secretary's responsibilities are many things that are taken care of by BDC. Do these items need to be included here any longer?
· One thing I was reminded of is that we need the Policy Governance Committee to write a charter.
o We actually do have an accepted charter, it just needs to be included in the Board manual.
o BDC conducts updates once a year, but we can provide these sooner. These will be provided by the next meeting.
· One thing that I have noticed with committees is that they tend to set their own work plans. In general, this should not be done. Committees should be operating at the Board's direction.
o I feel that younger committees should be taking more direction from the Board, while more mature committees adhere to a time honored and tested plan. In this sense, only aberrations from the established plan should be directed to the Board for approval.
o Perhaps each committee could submit their planning calendars each year so that the Board can be apprised of the committee's activities.
o Maybe we could conduct these annual reviews right after the new Board is elected.
o Should we incorporate monthly reviews, not all committees, but one specific committee, into our meetings?
§ In addition, we could review items that have been tasked to the committees by the Board.
§ Generally, these items are listed in a 'parking lot' maintained by the Exec committee. Then when they want to add these items into the agenda, they can contact the proper committee chair.
· Are there currently any committees that have their own budgets?
o These are all allocated to specific accounts.
· If no one is opposed, I suggest that we proceed alphabetically from here on out.
o Actually, I [Mark] will volunteer to report on G8.
o I'll [Toni] volunteer for G7.
· Also, it appears that G-11 is absent from the planning calendar.
X       L-3 Community, Information, Education and Outreach Report
Motion 3-2007 (#6) Motion to accept monitoring report L-3. Mark / Toni
Discussion:
· I thought it was great.
· The second sentence of your interpretation says, 'staff will be trained in current issues'. This may be an impossible job; one I wouldn't make claims to.
o I feel that this is an admirable goal. I think that staff should be educated, having at least a minimal awareness of issues, and then be able to use the Internet to look up more obscure issues.
· I think that policy point three is different than point two and that point five is different from point four. I was disappointed to find that these were excluded and I don't feel that I can accept this as a complete report.
· Community is defined as shoppers at the co-op. I would argue that the community that we serve is much larger than only our shoppers. This also includes potential shoppers. It is the people that we are trying to recruit, beyond what is reached by the Thymes.
· I feel that this is definitely going to tie in to the End statements that we define.
o In this respect, all of the L statements need to go to the policy governance committee.
§ Keep in mind that the Board should identify specific issues before sending things to policy governance.
· So it seems that we are finding places where we did not necessarily agree with her interpretations. A way to proceed is to then send these specific issues to Policy Governance.
o Perhaps we could have the scribe note specific 'action items' and who they are attributed to.
o This could be done but it would require that the meeting stop so that we could record the exact phrasing.
§ Because of this, I think we should avoid doing this and rather just make a note of who and then trust them to follow up an item on their own.
· Responding to Dave's comments, I felt that there was no difference and I couldn't figure out what to say that was different for the two items. Going back to previous reports I found that there was no difference in the data reported on these two items.
· Also, I would like to make a blanket request that the Board remove the portion of the L statements that connects the policies to the guiding principles.
· I would say that maybe they do not need to be removed from the policy but certainly from the report.
· It notes here that we should be promoting connections between our co-op and other cooperatives in the community. I feel that we are missing this connection.
o Do you feel that it is not in the policy or that the report does not address it?
o I feel that it is lacking in the report.
o Number four and five mention things about cooperatives in the community.
§ I can think of several cooperatives that we are not working with.
o What kind of language in the policy do you feel would address these concerns?
§ I think that information within the Thymes would be what we need. Even naming these organizations would be helpful.
· I want to be clear on what this vote will constitute. Are we going to define community?
o After we vote, we will be able to discuss what we want for next year.

Motion Approved 7-1-0
XI        Review L-3
· I would like to propose that we make an amendment to the preamble of this policy.
o If you could submit the exact phrasing you are requesting, this would be most helpful.
· We will be handing this to the policy governance committee. Colin will be contributing his part.
· I feel that thought the interpretation of community was acceptable, it was lacking. We need to make sure that this is focused so we get a better definition of community.
o How do we get the committee to address this concern?
o You would direct the committee to put a line into the policy that says that community cannot be defined as the community of shoppers, but rather, whatever else you want.
o It appears in several places, so maybe we need to direct the committee to establish a general definition that then is used throughout.
§ It has been said that perhaps some of these terms will be cleared up by how they are defined in the end statements.
· I want to echo what Dave said. Number two does not encompass three and four does not encompass five. I propose that we make these items more specific to eliminate any future confusion.
· The two issues that we have are that of defining community and distinguishing points two from three and four from five.

XII        Crossover Presentation

· Michele gave a presentation on the possibilities presented by crossover stores.
o At this time, we will just take in this presentation, think about it, and then discuss it at another time.
Meeting Adjourned: 9:45pm