August 2013 Approved Minutes

DAVIS FOOD COOPERATIVE, INC.

BOARD OF DIRECTORS

MEETING MINUTES

August 5, 2013

Call to Order

The regular monthly meeting was called to order at 7:03 pm at the Davis Food Co-op Teaching Kitchen Conference Room, 537 G Street, Davis, California, by Stacie Hartung-Frerichs

Roll Call:

Directors Present: Janie Booth, Ed Clemens, Stacie Hartung-Frerichs, Bernie Goldsmith, Desmond Jolly, Scott Lay, Brietta Oaks, Diane Parro, Bija Young

Directors Absent: Zoë Plakias (attending by written comment)

Staff Present: Doug Walter, Julie Cross, Eric Stromberg, Kimberly Yost, Laura Doyle

Guests Present: Michael Garabedian, Alissa Anderson, Michelle Basso Reynolds, Peter Gannett

Roles:

Facilitator: Stacie

Time Keeper: Bernie

Notetaker: Nathan

The Secretary determined that notice of the meeting was duly provided as required by Bylaw Art. VIII §6(C), and that a quorum of Directors was present under Art. VIII §6(B).

Member Comments:

Michael: I understand that we are looking at offering preferred shares. I’m interested in that and interested in attending some of those meetings.

Desmond: I know someone who just moved to Cincinnati and they report missing the Co-op the most.

Ends Statements: Read together

Announcements:

Julie: Saturday August 17th there will be a tasting fair in the store. On August 31st we’ll stay open all night if anyone wants to stay up with us. September 27th is the date of the Eat Local Fair. Fort Can Do started as a Yolo County Children’s Alliance canned food drive; while they are no longer involved, I contacted STEAC and we are going to proceed with it anyway. It will take place on September 15th.

Safe Conversation:

Eric: As part of our survey of patrons, we’re going to try to put mapping software on top of our members database instead of physically canvassing. We want to know if our census data has changed. With the software, we could do a mailing to a specific neighborhood and then track results in our database.

Desmond: When you say results what do you mean?

Eric: We’ve signed up to partner with the Cal Aggie Business Association. It links us to parents of current UC Davis students as well as past ones. We could send a mailing that says we’d deliver care packages to sick students. We could then see if sales have gone up after the mailing.

Desmond: So sales is one measure of results?

Eric: Yes. Let’s say we send this coupon just to a specific neighborhood in Davis, we could then track results.

Desmond: We could only track members?

Eric: Members, yes. We’re trying to stimulate sales from active members, and see how useful our actions are.

Desmond: I just wanted to make sure that sales were one result.

Julie: 90% of our sales are to members.

Scott: For the overnight event, is that specific marketing to bring in new members?

Julie: Yes, when people are moving it’s a great time to get them to switch grocery stores. We’ve been stapling flyers to the empty boxes people come to get when they move. And the all night event will be right at the beginning of our membership drive.

Ed: My impression is that there are a lot of new employees. Is there a higher than normal turnover rate?

Eric: Summer is always our highest turnover.

Bernie: I keep going to the meat counter and it stings me every time. It really bugs me that when I go to the meat counter, it says nothing more than that the meat is a “product of USA.”

Eric: That’s required by law. We don’t want to violate that. If you get more specific and you have mixed batches, the sign has to just say USA. We’re trying to be honest and legally compliant. If we get it wrong, the fine can be huge.

Bernie: I know that New Seasons market in Oregon says what farms they get their meat from.

Eric: Beth has implemented a signage policy that follows US law. But employees should be able to tell you where the meat comes from.

Agenda Review

Stacie: I’d like to add an agenda item accepting Ben Pearl’s resignation and appointing Ed as a regular director with a term ending in 2014 and Scott as 1st alternate. Let’s make that 7.1.

Stacie moves to adopt agenda as amended

Ed seconds

Motion passes unanimously

3.1 Director Education

Kimberly Yost and Eric Stromberg lead an education session on Co-op Finances.

4.1 GP7 Read and Sign Conflict of Interest Forms

Stacie: I’m hoping everyone’s already read and signed their Conflict of Interest Forms. [Directors complete forms and turn them in.]

4.2 Update on Staff Survey

Eric: So the staff survey is scheduled to be carried out by CDS Consulting Co-op; they’ve begun work already, will distribute a staff survey in November, they’ll be on site in December and will report in the new year.

Bernie: I know we talked about concerns with that vendor at the last meeting.

Eric: I talked with Carolee Colter; it sounded like a good proposal.

Janie: We got a lot of good feedback about them at CCMA.

Eric: A survey committee composed of staff will be convened and a board member is invited and welcome to join. We’re developing a staff task force to write the survey. Then we’ll select no more than 70 questions.

Desmond: How do you go about getting a task force?

Eric: Carolee has a whole plan around this.

Bernie: How do you anticipate utilizing the feedback regarding how the Co-op is managed?

Eric: That will be part of the process. Carolee said that surveys create expectations.

Stacie: Bernie, to talk more about your question, CDS looks at our treatment of staff policy and creates a report that Eric can submit when he reviews that boundary policy. It sounds like there is a more extensive report she presents to management.

4.3 Update on Alcohol License and Member Engagement, and Merchandising Policy

Eric: No more than once a year, ABC holds a lottery for liquor licenses. Last year our lawyer forgot to enter us. This year, I intend to enter the lottery for a full liquor license. It will cost us $13,500 if we win; if we choose to decline we have to pay $100. The license can be resold if we own it. If you buy them on the open market, they cost $35,000.

Desmond: Is there a downside risk?

Eric: I don’t think so. If we get it, we can begin an education process. If our members don’t want it, we can sell it. We could do a survey at checkout.

Stacie: I looked at B12 when we were thinking about this. I think we should proceed with caution. I think it’s a longer education process.

Scott: As somebody that before going on a family trip was charged with buying a couple bottles of scotch, I did all of my grocery shopping at the Co-op and then went to the Nugget to buy scotch.

Bernie: I forgot to raise this during member comments, but I’ve actually been approached by people my age who are looking for craft hard liquor. I’m accosted in the patio about why we aren’t selling liquor. Even if we don’t make the lottery, I was wondering if we would perhaps explore the strategic advantage of purchasing one of these licenses on the secondary market.

Diane: For people who do have a problem with alcohol, it’s not a neutral issue.

Break at 8:05; Reconvene 8:15

5.1 Ratify Ground Rules

Stacie: We spent some time a couple of years ago getting rid of ground rules that didn’t make sense. Zoë had some comments. She wanted to review what it means to listen as an ally. This means that you should think first that that person might have something good to say; don’t think first that you’ll hate what they say. Zoë also hopes that we follow the ground rules more strictly this year.

Janie moves to ratify the ground rules as written

Desmond seconds

Motion passes unanimously

5.2 Election of Officers

Stacie: Nobody emailed me wanting to have any roles. I am willing to serve as president again, but wanted to see if someone wanted the leadership opportunity. Zoë mentioned she’d like to be secretary again, unless we have something else.

Bija: If I’m going to continue as Corresponding Secretary, I’d like more direction.

Desmond: I nominate Janie Booth to be Vice President, Julie Cross to be corresponding secretary and to otherwise keep the same slate from last year [Stacie as President, Zoë as Secretary, Ed as Treasurer].

Bija seconds

Carries unanimously

5.3 Charter Task Forces

Stacie: The audit task force has a charter, we need a lead and to know who is interested in being on the task force. This is our most established task force: it includes several external CPAs, and Steve and Dina have agreed to stay on as members. Bija is on the task force as an ex officio member. Scott, do you want to be the lead with mentoring from Steve? Bernie will also be a member.

Scott: Sure.

Stacie: Membership linkage task force was led by Zoë; she volunteered to be lead again. Brie will be on the task force.

Bernie will work as the lead of the Member-Owner Capital Task Force. Stacie will also be on the task force.

Desmond led the education task force last year. Bija will be on it; Ed will lead; Janie will be on it, .

Stacie moves the task force assignments and charters as amended.

Bija seconds

Carries unanimously

5.4 Adopt Board Calendar

Stacie: I’d like to move B2 reporting tentatively to February. Zoë had a comment about whether the Vine articles were due on the dates listed or whether that was the month of The Vine.

Julie: I suggest discussing them at the board meeting for items due by the end of the month.

Diane: I have standing meetings on second and third Mondays.

Stacie: We’ve moved the January and February meetings. January because of accepting the audit task force report and deadlines. Let’s move the January meeting to the 27th so as not to conflict with Martin Luther King, Jr. Day.

Stacie moves to accept board calendar as amended

Bernie seconds

Carries unanimously

5.5 Adopt Board Budget

Ed: I’ve combined the current budget with the proposed budget for next year. Ben and I spent some time last year going over how much we wanted to spend in these categories. You can see we didn’t spend as much money on outreach as budgeted, but we spent more on CCMA. We spent a little over $10,000; we’ve been a frugal board. The proposed budget for next year cuts back on the annual meeting to reflect what we spent this year. We put more for Co-op week activities. But I think it reflects what we want to do next year. We’ve increased money to education and CCMA. We didn’t spend anything last year on printed materials, but we left a few hundred dollars there.

Julie: Co-op week activities you can drop to $300. We did a lot last year because of our anniversary. The annual meeting dropping back to $2000 is fine with me. But Zoë was talking about trying to attract more people to the annual meeting; we can’t do that with $2,000.

Janie: We could approve it and Zoë could make an amendment for the annual meeting.

Bernie: From time to time we consult Babak as a board; does that belong on this budget?

Stacie: The store also uses him.

Eric: It would be very difficult to break that out.

Janie: I think it’s good that we keep that amount; it’s like a “not to exceed” amount.

Scott: I always think it’s a good practice to have a line item for professional services.

Bernie moves to accept the budget

Brietta seconds

Carries unanimously

5.6 Future Board Training Needs

Stacie: There has been a board training. We want you to speak up if there is something you don’t fully understand or something you want training on. There is a training called CBL 101 on Saturday, September 28th. Anybody is welcome to attend. We just need to make sure you’re registered. We’ll do another check-in midway through the year to see if anyone wants specific training. [Bija, Desmond, Scott and Brie indicate they will attend the September 28 training.]

5.7 Assignments to Monitor Policies and write Vine Articles

Stacie: I’ll assign people unless someone has a passion on the Vine.

Brie: I’ll write the September article.

Consent Calendar

Presented: Consent Calendar Items:

Item: From:

6.2 Accept June Minutes Nathan

6.3 Monitoring Chart Nathan

6.4 Final Task Force Reports Nathan

6.5 Cumulative Attendance Report Nathan

6.6 Board calendar Nathan

6.7 Linkage update for July/August Zoë

6.8 YTD Board Budget Ed

6.9 Corresponding Secretary report Bija

6.10 B2 1st reading Stacie

6.11 GP5 1st reading Zoë

6.12 Thank you to outgoing directors All

6.13 Report on CCMA J, Z, B, S, E

6.14 Plan for Administrative Support to the Board Julie

6.15 Board Contact Information Doug

6.16 Board Members representing the Co-op Report Nathan

6.17 Letters re: Rural Co-op Development Funds Zoë

Retained by unanimous consent:

6.2 Accept June Minutes Nathan

6.3 Monitoring Chart Nathan

6.4 Final Task Force Reports Nathan

6.5 Cumulative Attendance Report Nathan

6.6 Board calendar Nathan

6.7 Linkage update for July/August Zoë

6.8 YTD Board Budget Ed

6.9 Corresponding Secretary report Bija

6.10 B2 1st reading Stacie

6.11 GP5 1st reading Zoë

6.12 Thank you to outgoing directors All

6.15 Board Contact Information Doug

6.16 Board Members representing the Co-op Report Nathan

6.17 Letters re: Rural Co-op Development Funds Zoë

Removed by objection:

6.13 Report on CCMA (pushed to September) J, Z, B, S, E

6.14 Plan for Administrative Support to the Board Julie

Stacie moves to accept the consent calendar

Bernie seconds

unanimously

7.1 accepting Ben Pearl’s resignation

Stacie moves to accept Ben Pearl’s resignation, appoint Ed a regular director with a term ending in 2014, and appoint Scott 1st alternate.

Jane seconds

Carries unanimously

7.2 Plan for administrative support

Stacie: Janie and I had a conversation about having a board facilitator. I’d like to have Rachel as a facilitator for our September meeting.

Janie: The idea is to make your board meetings more efficient.

Desmond: I hate to be the odd man out, but I like the board facilitating its meetings. It’s a learning experience for the director who facilitates, and it creates collegiality in the board. I like the esprit that it breeds.

Janie: If every meeting were like this one, it would be okay. But some meetings go on for five hours.

Stacie: Desmond, what if we try it in September and then have a conversation afterwards? Maybe we’ll be able to ascertain which meetings will be hard to facilitate and bring in Rachel for those.

Brietta: I would like to try it.

Ed: I kind of like the idea of rotating it around here. I’m not sure that the facilitator will have the same sense of when to let conversation go and when to shut it off.

Scott: I go back and forth. I’m on three boards. What’s different about this one is we turn to staff only for questions. On other boards I serve on, staff moves the discussion on. It can help move things along.

Bija: I like what you said about allowing all board members to participate.

Bernie: I feel like including board members as facilitators as board members creates buy-in in the process. On the other hand, I sympathize with the few times that I’ve been here and things have gotten passionate. I believe that ultimately the decision would come down to the skill of the facilitator.

Diane: From having been a board president, I’m thinking about how much I missed every meeting. I think trying it and seeing how it flowed would be a good way to decide.

Stacie: I propose we ask Rachel to facilitate next month and then we can have a conversation afterwards.

September meeting

Facilitator: TBD [possibly Rachel]

Timekeeper: Bernie

Notice of Closed Session

A special meeting of the Board was called to order by at PM. This session was closed to guests pursuant to Board Policy GP6(D), which requires that discussions concerning Personnel matter be held confidentially.

Stacie called the closed session to order at 9:25 PM.

Directors Present: Janie Booth, Ed Clemens, Stacie Hartung-Frerichs, Bernie Goldsmith, Desmond Jolly, Scott Lay, Brietta Oaks, Diane Parro, Bija Young

Directors Absent: Zoë Plakias (attending by written comment)

Staff Present: Eric Stromberg, Julie Cross, Doug Walter

The Corresponding Secretary determined that notice of the meeting was duly provided to all Directors by notice on the agenda published on July 29 as required by Bylaw Art. VIII §6(C) and Policy GP3, and that a quorum of Directors was present under Art. VIII §6(B).

Eric presented a brief preview of the Strategic Plan and Budget.

Julie and Doug departed at 9:35 pm.

The meeting was unanimously adjourned at 9:45 PM.


/s/ Zoë Plakias, secretary

__________________________________ ______________________

Secretary, Davis Food Cooperative, Inc. Date Approved