December 2013 Approved Minutes

DAVIS FOOD COOPERATIVE, INC.

BOARD OF DIRECTORS

MEETING MINUTES

December 2nd, 2013

Call to Order

The regular monthly meeting was called to order at 7:00 pm at the Davis Food Co-op Conference Room, 620 G Street, Davis, California, by Bija Young.

Roll Call:
Directors Present: Janie Booth, Zoë Plakias, Ed Clemens, Desmond Jolly, Scott Lay, Diane Parro, Bija Young

Directors Absent: Stacie Hartung-Frerichs (attending by phone), Brietta Oaks (attending by written comment)

Staff Present: Doug Walter, Eric Stromberg, Julie Cross, Laura Doyle, Isaac Wheeler

Guests Present: none


Roles:
Facilitator: Bija
Time Keeper: Ed
Notetaker: Laura

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).

1.2
Member-Owner comment period

Eric: Audrey Lipman, one of our long term members, thought our holiday sales were really good deals this year.

1.6
Safe conversation with Top Leadership Team

Eric: I signed a contract for the cost of a new beer cooler. It would have doors and be energy efficient. The city has given us permission to expand the patio as a minor improvement so we won’t need to get a permit. Thanksgiving sales were very good. They were above budget and just short of our 2009 high.

Zoë: I was impressed with the margin numbers you sent us. They were great to see. But there was a very low number for beer. Do we know why?
Eric: We don’t know yet. We spent a long time on operational margin. We have always practiced buying forward--buying extra at the end of the sale so we can sell at regular price later. That helps with margin.

Ed: I was in on Sunday and the shelves were rather empty and it was hard to find someone in grocery to help me.

Eric: It’s partially the season, and our main distributor delivers on Wednesday so it’s hard to predict that order.

Diane: In the Loop I noticed a new HR hire, Jilian. Is this a new position?

Eric: She is our new payroll person. It’s an existing job, she is just new to the co-op staff.

2.1
Motion: Adopt Agenda

Janie: There was a problem with agend item 4.1; it wasn’t in the packet.

Bija: It’s on the table now.

Janie: I think we need to pull it since we didn’t really have time to review it.

Eric: Also only 4 directors responded to the survey and the Policy states that “compliance will be demonstrated when a majority of the board indicates adequate with all items on the survey.”

Stacie: There were some problems with Survey Monkey that week. I completed it, but it doesn’t show that I did. Also we didn’t receive the monitoring reports for GP1 and GP4. We should report back on those next month as well.

Zoë moves to adopt agenda as amended
Scott seconds
Motion passes unanimously

4.2
Monitor GP 1-5

GP Global:
Stacie: I am reporting compliance, but there was some worry about language. There is a 1st reading of some changes so voice your concerns there. Look at the rewrites and make sure all your concerns are addressed. Since this is an over arching policy, a lot of the concerns raised here are better addressed in other policies.

Zoë moves to accept the GP Global Monitoring Report
Bija seconds
Motion passes unanimously

GP2:
Bija: I am reporting compliance. There seems to be some interest in a reworking of this policy.
Desmond: In the monitoring report there are two scores below four. I wonder what this implies. It’s not exactly stellar.
Zoë: I think we are monitoring it and saying we are not doing our best to manage it.
Desmond: So there is not a problem with the policy, but our management?
Zoë: I think so. There was talk about monitoring more often. Should we do that?
Janie: I think only if something came out of it.
Stacie: We could add a question onto our next monitoring of this policy asking if you have any suggestions on how to improve our performance on these policies.
Zoë: I don’t know if you intended this but we could add that as a question to all policies.
Janie: I would like to suggest we report back in January so we can add another layer of analysis.

Janie moves to table this report until January
Desmond seconds
Motion passes unanimously

GP3:
Zoë: I am reporting compliance. Overall we seem happy with this policy. Some of us discussed being more clear about what a closed session is for and who would be there. I’m not sure if anyone else has any thoughts or questions about this?
Janie: I think it’s fine.

Zoë moves to accept the GP3 Monitoring Report
Bija seconds
Motion passes unanimously

GP5:
Janie: This was not a very controversial policy. There were some concerns regarding the portion that recommends all task forces have a non-board member. But this is always a challenge and we are adhering to the revised language.

Janie moves to accept the GP5 Monitoring Report
Zoë seconds
Motion passes unanimously

4.3
Review scope of HR Audit

Eric: Carolee sent a proposal today; I have given you copies. I am going to go ahead with it unless I hear otherwise. The one thing I don’t think I will have her do is the pay scale analysis. I think Kimberly could do this for us for a lot less money. I will talk it over with Kimberly first.

Janie: What would she be analyzing?

Eric: She would review employee pay rates and check that they are within the appropriate range for the job and that employees in similar situations are not paid very differently without explanation.

Janie: So two people doing same job, but receiving different pay?

Eric: That would be one example, yes.

Desmond: Could she review our HR structure in comparison with other companies?

Eric: She was never asked to do that.

Janie: I think that what she is doing is a backward look versus what you are talking about which is more of a forward look. It may not be a bad idea to compile the questions we have for her.

Scott: She could compare our structure to other companies in our size.

Stacie: I like the idea of regional comparison, but she may already have the data for other coops, which would be less of an expense.

Eric: I will ask her if she has structural data relational to stores of our size.

Brie: The issue here mainly seems like a communication problem. It concerns me that someone doing an HR audit for us is hearing one thing from our GM and another thing from the Board. I would maybe recommend that the Board be copied on any communication between the GM and the auditor to ensure everyone is on the same page, if others think this would be helpful.

Scott: My only caution is that some times there needs to be direct communication between the GM and President. I think Stacie can decide when to talk to the rest of the board.

Desmond: But it is a co-operative board.

Scott: Yes, but we have leadership within that.

Stacie: Sometimes there are items I ask Eric to forward and sometimes he will ask me to forward them. I think this system works. For example, I was copied on the proposal Carolee sent and I asked him to forward it on to the rest of the board.

4.3
Patronage Refund Information and Motion Regarding Patronage Refund

Eric: Our tax accountant says we cannot pay out a patronage refund this year. It will have a negative effect on carry forward tax credits. I think we should do an education session on this soon. I’ve recommended a change to the language for B4 to correct the due date for this resolution.

Zoë: This change should be brought as a first reading in January.

Brie: Since it seems like the majority of the refunds are less than $5, I support not doing a refund at the current time. However, I was wondering if it possible to save this money as “patronage refund” money, and next year if we have the same issue, we could combine this money with next year’s money, and then people might get a check with an amount that is worth mailing out.

Eric: No. We have to distribute funds in that fiscal year.

5.1
Set Election Calendar

Doug: There is one word that is wrong; we already set the date of the annual meeting. The whole reason for this particular calendar to shift the date of the pamphlet deadline is so the board could meet and discuss at the April meeting and get items on the ballot by Friday for mailing. The only problem with this is that it means scheduling a special meeting in June to accept the election results.

Scott moves to adopt the election calendar
Desmond seconds
Motion passes unanimously

5.2
Discuss Recruitment/Charter Nominating & Election Task Force

Janie: Every year it comes up that we should try and recruit earlier for elections. So because of this, there was discussion of creating a nominating and election task force.

Stacy: Last year we made a list of who we thought would be interested in running and had an event where we invited them all. It was very successful but didn’t necessarily translate into candidates. We might want to think about repeating it. There are probably other things that we haven’t thought of as well. There will be a large number of openings this year so it’s important to recruit good candidates.

Desmond: I would volunteer to write an article for the Vine on the board, telling people what we do and how to run.

Zoë: We could charter the Elections task force as we normally do. Last year we brainstormed and came up with a list of people we felt would be good candidates.

Janie: Do we want it to be a nominating and election committee or just an election committee?

Desmond: I don’t think we are set up to have a nominating committee.

Doug: The bylaws say there shall be an election committee and that there may be a nominating committee, but it’s not there to give or restrict nominations.

Diane: I’m not sure what we look for in candidates, but I think if we all put it out on our Facebook pages or something we could get a lot of attention all at once.

Stacie: There seems to be resistance to a new task force. Maybe the member linkage task force could brainstorm this in early January.

Zoë: I think we could do that if directors could commit to being involved--if the task force worked on the outreach and the board could discuss it later at the January board meeting.

Janie: Is anyone excited about being on the elections task force?

Stacie: I don’t think that anyone running should be on the task force.

Desmond: I will be on the task force.

Janie: You have been the lead before; would you like to lead again?

Zoë moves to charter the Elections Task Force with the following charter: The elections task force is authorized to review and approve the 2014 Election Materials, and to serve as the Board's part of the team of persons providing an impartial analysis of measures to be voted on, per Bylaws, Art. IX, Sec. 6 (C)(4)(a). The team will consist of the task force and staff. The task force is authorized to make decisions on all election related issues and speak for the board on such issues. The Task Force will notify the Board of all actions taken within 24 hours. The Task Force has no authority to spend Co-op funds.
Lead: Desmond
Members: Janie

Bija seconds
Motion passes unanimously


5.3
January Owner Meet and Greet

Zoë: The meet and greet is currently set for January 15th. We thought this year we might try and have a theme, such as community investment shares, changes to the senior discount or internet voting.

Desmond: I think that the internet voting would be most interesting to people.

Brie: I think leading a discussion would be fine and fit the spirit of a co-op. I think internet voting would be a good topic.
Janie: It might be a good idea to reach out to other coops to find out how they attract people.


Break
Janie: I think we could push through since we are ahead of time

Consent Calendar
Presented: Consent Calendar Items:

6.3 Info: Monitoring Chart Laura
6.4 Info: Task Force Reports (including members & termination dates) Laura
6.5 Info: Cumulative Attendance Report Laura
6.6 Info: Board calendar Laura
6.7 Info: YTD Board Budget Ed
6.8 Info: Corresponding Secretary report Zoë
6.9 Motion: Charter Annual Meeting Task Force and B2 Treatment of Staff Task Force Bija
6.10 Motion: B2 Treatment of Staff Task Force Desmond
6.11 First Reading: GP Global Desmond and Brie
6.12 Info: First Reading B9 Zoë
6.13 Motion: Appoint Chair of Member Capital Task Force Stacie
6.14 Info: Board Members representing the Co-op Report (events, electeds, service providers, vendors with whom you meet in the role of Director) Laura

Retained by unanimous consent:
6.3 Info: Monitoring Chart Laura
6.4 Info: Task Force Reports (including members & termination dates) Laura
6.5 Info: Cumulative Attendance Report Laura
6.6 Info: Board calendar Laura
6.7 Info: YTD Board Budget Ed
6.8 Info: Corresponding Secretary report Zoë
6.11 First Reading: GP Global Desmond and Brie
6.12 Info: First Reading B9 Zoë
6.13 Motion: Appoint Chair of Member Capital Task Force Stacie
6.14 Info: Board Members representing the Co-op Report (events, electeds, service providers, vendors with whom you meet in the role of Director) Laura

Removed by objection:
6.9 Motion: Charter Annual Meeting Task Force (postponed to January) Bija
6.10 Motion: B2 Treatment of Staff Task Force Desmond

Bija moves to accept the consent calendar as amended
Ed seconds
Passed unanimously

New Business
7.12
Discussion of 6.10 - Motion: B2 Treatment of Staff Task Force - Desmond
Zoë: The reason I wanted to pull this was that when we had a treatment of staff task force before I felt the charter was very careful to explain what the board role versus the staff role was regarding this charter.

Desmond: I looked at the old charter and there was a lot about payroll and benefits and I think it’s repeating things now with the HR audit.
Stacie: It is a very narrow charter.

Zoë: Could we make it more specific about the kind of recommendations this task force would be making?

Janie: I think it should say “make recommendations regarding changes or interpretations regarding B2.”

Zoë: I was confused about the intent of the task force.

Desmond: Well we have the survey and an HR audit going on. What do those things have to do with B2? Maybe it’s fine or maybe some of it needs to be reassessed. Policy has to be informed by facts.

Janie: Can we remove B2 altogether? And just make it policies?

Zoë: I move to charter a Treatment of Staff Task Force to assess implications of the 2013 Staff Survey as well as the upcoming HR Audit in order to advise and make recommendations to the Board regarding changes to or interpretation of board policy.

Zoë moves to charter task force with Desmond as lead
Bija seconds
Motion passes unanimously

Desmond: Any volunteers to be on the task force?
Diane: I will be.
Stacie: Bernie expressed interest in being on this taskforce.

Next Meeting –
Facilitator: Desmond
Time Keeper: Ed
Recorder: Laura

Zoë moves to adjourn at 8:40 PM
Desmond seconds
Passes unanimously

Break

Notice of Closed Session

A closed session of the Board was called to order by Janie Booth at 8:55 PM. This closed session was closed to guests pursuant to Board Policy GP6(D), which requires discussions concerning issues of a sensitive nature be held confidentially, and Policy GP(3), which states that a closed session may be allowed for discussions regarding personnel matters.

Directors Present: Janie Booth, Zoë Plakias, Ed Clemens, Scott Lay, Brietta Oaks, Diane Parro, Bija Young, Desmond Jolly

Directors Absent: Stacie Hartung-Frerichs (attending by phone), Brietta Oaks (attending by written comment)

Staff Present: None

The Secretary determined that notice of the meeting was duly provided to all Directors by notice on the agenda published on November 25, 2013 as required by Bylaw Art. VIII §6(C) and Policy GP(3), and that a quorum of Directors was present under Art. VIII §6(B).

Ed moves to accept the Quarterly BGM4 Review as it is written and let the Task Force deliver this report to the GM as soon as possible with a signed copy acknowledging receipt to be placed in the GM’s personnel file.
Diane seconds
In favor: Scott, Desmond, Janie, Ed, Zoë, Stacie, Diane
Abstaining: Bija
Opposed: None

The meeting was adjourned by unanimous consent at 10:03 PM.


/s/ Zoë Plakias, Secretary

__________________________________ ______________________
Secretary, Davis Food Cooperative, Inc. Date Approved