February 2013 Approved Minutes

DAVIS FOOD COOPERATIVE, INC.
BOARD OF DIRECTORS
MEETING MINUTES

February 25, 2013
Call to Order

The regular monthly meeting was called to order at 7:00 pm at the Davis Food Co-op Teaching Kitchen Conference Room, 537 G Street, Davis, California, by Steve Reynolds

Roll Call:

Directors Present: Zoë Plakias, Dina Biscotti (by phone), Stacie Hartung-Frerichs, Ed Clemens, Steve Reynolds, Ben Pearl, Desmond Jolly, Travis Breckon, Bija Young, Bernie Goldsmith, Janie Booth

Directors Absent:

Staff Present: Doug Walter, Julie Cross

Guests Present: Sandra Schickele, Chris Brown, Laura Kopp, Lucas Frerichs

Roles:
Facilitator: Steve
Time Keeper: Bija
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:

Stacie: We received certified mail from a member; Eric sent around his proposed response. I’ll make sure everyone has seen his letter.

Read Ground Rules: Nathan read them

Announcements:

Doug: Eric is on medical leave. Beth is the acting general manager. Things went well with Eric’s surgery.

Stacie: We’ll have a card to sign at the break.

Steve: Dina had the great idea to give him flowers.

Julie: I’m having vision problems, and I can’t see you. You have to use words tonight. Souper-bowl results are on the chalkboard.

Desmond: This was my first year attending. I thought it was very successful. It’s a way of mobilizing the cooperative community. It was a great event.

Julie: This was the first year we had Cal Fresh there. They felt like they talked to a lot of people collecting information for others.

Ben: I received an invite today for a forum for affordable housing. I’ll step out during break and return for the closed session.

Safe Conversation:

[with Eric absent, safe conversation is skipped]

Agenda Review

Stacie: I’d like to add 10 minutes at the end (7.0.1) to talk about CCMA.
Zoë: I’d like to bring the education session down to 20 minutes.
Ben: The treatment of staff task force will meet for the first time next week.

Ed moves to adopt the agenda as amended
Bija seconds
Passes unanimously

3.1 Education Session
[Zoë leads an education session around a recent linkage event; the board discusses ways to increase food access and follow up about the board continuity event]

4.1 Election Update
Janie: I got most of this information from Doug. It’s fairly self-explanatory. The voter’s pamphlet deadline is coming up on the 29th of March. There are no signs of an initiative.

Stacie: What work is required before the deadline?

Doug: If we are going to do an amendment, Friday the 29th is the deadline for the voter’s packet, and then over that weekend we’d try to draft and get feedback from the task force.

Stacie: Who’s on the taskforce again? Ben, Janie, and Zoë.

4.2 Member Capital Update
Doug: We have someone who’s supposed to be writing us amendments to the bylaws and articles of incorporation. Last year we submitted amendments to the Secretary of State’s office in advance. They said no to our amendments, but they said yes to essentially the same thing for Sacramento. In Therese Tuttle’s view the situation is essentially the same as for Sacramento Natural Food Co-op. So, she’s written legislation. They think there is a reasonably good possibility for passage of the legislation. Basically it seems like, if we can get this legislation passed, we will be in better shape to go through all the steps of the process. Unfortunately, it’ll be next fall or next year sometime. It would be perfectly reasonable to expect something like this could get to the legislature by the fall.

Desmond: fait accompli

Bernie: So I’m a little unclear about the scheduling. What’s stopping us from going forward, getting entangled in a lawsuit, and hoping the legislation clears it up?

Steve: I think there’s an intermediate solution: we could submit for preclearance again.

Steve: To meet staff counsel’s objections we might have to jump through more hoops than if the law changed.

Desmond: If we are relying on Therese to be our advisor on this, and she seemingly has her pulse on the situation, we should do as she advises and not spin our wheels.

Steve: I think we could still do it, but it would be more expensive in terms of time and money.

Stacie: Lucas did a search and couldn’t find this bill anywhere and the bill deadline was last week. It creates less certainty. The final deadline for it to pass through both houses is August 31st this year. If we do move forward with the Secretary of State’s office, we do risk spending more money and having to go to the members twice.

Ben: Currently we’re planning to use the funding to generally knock down our debt?

Steve: The basic plan is to turn debt into equity, which will make us more credit-worthy and reduce our borrowing costs.

Ben: I guess because it’s targeted so generally…

Steve: Right, other Co-ops raise member capital to remodel or open their store.

Ben: My point is, because we aren’t trying to meet any deadlines in order to knock the debt down, why risk complicating it.

Doug: The single biggest incentive to do it now is that there are so many directors familiar with what we are proposing and why it would help.

Zoë: Because we’ve been waiting, we haven’t made an effort to think about all the marketing aspects. It would make sense to be issuing shares closely on the heels of the election. You’d spend all this time generating momentum that you’d have to recreate later. We’d be doing a lot of scrambling to get the message out.
[Lucas Frerichs arrives]

Ed: It seems to me if directors move off the board, they can come back and work on a task force.

Steve: On the other hand, I’ve been trying to do this for five years.

Bernie: Doing it through an election will be its own marketing.

Stacie: I agree that there are a lot of us who have been working on this a long time, but we’ll have to be educating a lot of people about this. Once this has passed, we’ll have to get a permit from the Department of Corporations and there will be lag time. This may be minimally 3 months, but more likely 6 to 9 months.

Janie: Are we making a decision tonight?

Steve: We’re making a decision not to make a decision. I think we’ll probably end up with a motion to table this until the new law is passed or not passed.

Janie: It’s hard to move forward when your attorney advises you not to move forward.

Doug: I don’t think you need to make a motion. To inform the board that, no, we’re probably not going to have bylaw amendments coming at you in four weeks.

[Lucas Frerichs provides more background on the legislative process including the likelihood that if the bill is introduced it would not take effect until January 1, 2014.]

Steve: Part of my response is emotional. I think we’d cost ourselves $30,000 trying to push it through this year, which is what we are trying to save.

Zoë: I just want to say thank you for all your work on this; I didn’t realize how long you’d been working on it.

Stacie: I think the role of the task force is to stay alert and provide any needed advocacy.

Julie: People who leave the board could stay on the member capital task force.

Break at 8:10; reconvene at 8:20


4.3 Second Reading GP1 Governance Process
Zoë: I had this up on the forum, but nobody made any comments. Basically, this is a major gutting of this policy. I don’t have anything to say except wondering if anybody has comments.

Janie: I like these changes.

Zoë: So, there were no comments asking for changes to the policy I proposed.

Dina: I was just thinking, after reading Janie’s comments, about adding back in the words “rather than inward preoccupation.”

Zoë: On the first page is the current policy, the second page is the policy with changes, and the third page is the policy as it would appear after the changes.

Desmond: Under paragraph A, where you refer to members’ diverse backgrounds or perspectives, are you talking about the diversity of the membership or the diversity of the board?

Zoë: I was referring to member-owners.

Janie: I’m not really sure what “inward facing preoccupations means.”

Doug: I can think of times when a bit much inward preoccupation was taking place, but if it isn’t meaningful, you can take it out.

Stacie: If we agree on some changes, Zoë can bring this back as a third reading.

Steve: Maybe people can thrash things out on the board website.

4.4 GP and BGM Survey Update
Stacie: If you recall at the beginning of this board year, we decided not to monitor our individual surveys throughout the board year, and that around this time of year we would start sending out batches of surveys. I will review each of the surveys to confirm that they match our policy. Then I will have Nathan send them out.

Janie: They’re still on the board website.

Desmond: Do you want them before the March retreat?

Stacie: No.

Julie: Don’t fill them out yet. We need to clear the old date out of them first.

5.1 Second Reading GP10 - Binding Initiatives and Boycott Policy
Travis: This is a second reading.


Ed: I just looked at what we’ve had and tried to simplify things with a bullet format. My revisions are in the green section. I pulled some of this from other co-ops. I organized it in a way I thought would make it clear and more importantly included ways of ending a boycott, which we didn’t have in our policy.

Zoë: I had a couple of things. 1) Procedurally, it seems like we might need the last five paragraphs from the old policy. 2) More generally, I was a little perplexed getting these revisions, because, Travis, your revisions were focused on details. I thought your intention was to add a lot more detail to placing the burden on proposers. And, Ed, when you revised, I felt like you streamlined it and brought it closer to the original. I wasn’t sure what the intention of the revision was.

Desmond: I had a similar reaction to Zoë’s. I wasn’t clear with what was wrong with our existing policy.

Travis: I thought it was just too easy for someone to come in and propose a boycott.

Desmond: I get that sense, but I think (and Doug can attest) we haven’t had that many boycotts frivolous or otherwise.

Janie: I think if you want to get this passed as a third reading you might need to break it out point by point, because I think a number of people may oppose passage for a variety of reasons.

Stacie: From a process standpoint, it’s hard to determine what’s been added and removed.

Desmond: I think there’s a certain amount of fatigue with respect to this policy, because the last time we did this thing it was so taxing, both in terms of time and emotionally. It burned us out. It took us about a year.

Janie: You could think about it a little more strategically. If there is something in here that is really important to you, making that one change might be easier.

Doug: While I have a number of comments, the one thing I think is worth adding is that the last time someone came to the board to propose a boycott, they looked at the bylaws and completely ignored GP10.

5.2 Annual Meeting Agenda and Task Force
Stacie: Our board calendar says we need to charter this task force and put an agenda forward that can be put in the voter packet. We need to charter the annual meeting member task force. I was the lead for 2 or 3 years, Ben was the lead last year. The staff really puts this event on, and the lead of the task force checks in with staff, communicates with the candidates to tell them when they speak, and checks in with the board about costs.

Julie: Unless directors tell us otherwise, all of the food and organizational stuff will be handled by staff.

Bija: I would like to volunteer.

Stacie: Ben has told me he’d be willing to be on the task force. The good news is that this year I could emcee and be on the task force.

Stacie moves to charter task force as written with Bija as lead and Ben and Desmond as members
Steve seconds
Motion passes unanimously

Stacie: The way the agenda is written, we have a lot of leeway for how member linkage is handled. Does anyone have any language changes for the voter pamphlet?

Doug: The voter pamphlet has to include the agenda, because if 250 members show up, they can enact legislation.

Desmond: This looks pretty basic.

Stacie: Do we have to have a motion for that Doug?

Doug: Yes.

Stacie moves to adopt the annual meeting agenda with the following changes: the times are removed, the date is altered to 2013, and the superfluous “r” is struck out.
Desmond seconds
Passes Unanimously

5.3 Update on February Retreat Planning
Zoë: This is the tentative plan. Do people have comments on this plan?

Janie: I’ve done reservations with Twin Pines; it’s relatively easy. You just need to make the reservations relatively soon.

Stacie: How about we try for Twin Pines, if it’s available. We want to find that out quickly, so Julie can open up the teaching kitchen for paying customers.

Zoë: Does anyone have comments on the agenda? [No.] We’re back to Julie as a possible facilitator. Desmond approached me about me possibly facilitating, so that’s another possibility.

Steve: The problem is if you’re facilitating, you can’t participate. Julie would probably have a better guess as to what we mean than an outsider.

Desmond: My thought is with respect to the questions here. I find them too general.

Zoë: These are the questions we discussed last meeting.

Desmond: I think we need to talk about a little more directed questions, so people aren’t all over the map.

Stacie: I would say if the retreat task force wants to frame those two hours a little bit more that would be fine. We have told Eric and Beth that their Ends reporting is due a week before the meeting.

Ben: At the last meeting the Employment Compensation and Treatment task force was tasked with bringing a report.

Zoë: Beth can’t make it. Eric will be there and Julie will be there. We had discussed this last month, but hadn’t decided. Do we want Kimberly there for the whole day or for half the day?

Desmond: I think she could be there for the after lunch session. My stance is that she is a resource person. And if we make proposals that involve expenditures or risks, she could give us a reality check.

Stacie: I agree with that, but I would use her skills in a different way. I’d rather develop a list of questions for her and present them to her post-meeting. Let’s discuss this over email. I think we’d need to prep her if we want her to do more than sit and observe.

Janie: I don’t think that Kenna attended retreats, and I don’t remember a time we wanted or needed him there.

Desmond: Last meeting we were talking about investment opportunities, and I think she’d be a good check on our ideas.

Steve: I don’t think she’d know how much a Laundromat would cost. I don’t think we’re doing our job if we have someone telling us what we can or can’t do.

Desmond: I don’t want to waste my time brainstorming nonsense.

Consent Calendar
Presented: Consent Calendar Items:

Item: From:

6.2 Accept November Meeting Minutes Nathan
6.3 Monitoring Chart Nathan
6.4 Task Force Reports Nathan
6.5 Cumulative Attendance Report Nathan
6.6 Board calendar Nathan
6.7 Linkage update for February Zoë
6.8 Board Members representing the Co-op Nathan
6.9 B10 -- First Reading Stacie
6.10 GP5 Third Reading Janie

Retained by unanimous consent:
6.2 Accept November Meeting Minutes Nathan
6.3 Monitoring Chart Nathan
6.4 Task Force Reports Nathan
6.5 Cumulative Attendance Report Nathan
6.6 Board calendar Nathan
6.7 Linkage update for February Zoë
6.8 Board Members representing the Co-op Nathan
6.10 GP5 Third Reading Janie


Removed by objection:
6.9 B10 -- First Reading Stacie

Ben moves to accept consent calendar as amended
Bernie seconds
Passes unanimously

7.0.1 CCMA

Stacie: I sent an email out saying that I realized we should be thinking as a board whether we want to send people to CCMA. We left this as a question mark on our budget. The second part is that I asked people to check their calendars, to see if they could go. We might not be in the best position with numbers in front of us, but do we want to send people to CCMA?

Steve: I’m very in favor of sending people. 80% of our items are informed by people saying, “Oh, I saw something about that at CCMA.” With the Co-op facing challenges, we need an informed board.

Ben: When we made the board budget we achieved a budget cut while including CCMA money. Do we need action on this item this month?

Stacie: The longer we wait, the less likely we are to get cheap airfare. Julie has reserved rooms. I don’t think we need to register just yet. One thing is, I did look at flights a couple of weeks ago and they were $200 to $300. I heard from two people. Who is interested in going? Zoë said it’s during her finals week. Is the April board meeting late enough for you to decide? Desmond and Janie both responded as well.

Ben: I’m also interested in going. I’m going to be gone for 8 months of next year. So, I’m hoping to get a little bit of board feedback. I can see going two ways, one is to resign ahead of the election or resigning after the election and the first alternate could step aboard. I’m going to have a lot of time on my hands and access to the Internet, and I do plan to run for the board again when I get back.

Bija: I’m interested.

Stacie: We could wait until April now that we know people are interested. I am also interested.

Next meeting:
Meeting facilitator: Janie
Timekeeper: Ed

What did we do well?

Doug: Dina was great with the mute button.
Julie: You did well on time.

Janie: I would like to see more discussion via email.

Zoë moves to adjourns to closed session at 9:17 pm
Steve seconds
Passes unanimously


Notice of Closed Session

A special meeting of the Board was called to order by Steve Reynolds at 9:18 PM. This session was closed to guests pursuant to Board Policy GP6(D), which requires that discussions concerning Personnel matters be held confidentially.


Directors Present: Bija Young, Zoë Plakias, Dina Biscotti (by phone), Stacie Hartung-Frerichs, Bernie Goldsmith, Steve Reynolds, Janie Booth, Desmond Jolly, Travis Breckon, Ben Pearl, Ed Clemens

The Secretary determined that notice of the meeting was duly provided to all Directors by notice on the agenda published on February 18, 2013 as required by Bylaw Art. VIII §6(C) and Policy GP3, and that a quorum of Directors was present under Art. VIII §6(B).

Desmond moves to adjourn at 9:55 PM.
Steve seconds.
Passes unanimously.

For next month: Janie (facilitator), Ed (timekeeper)


/s/ Zoë Plakias, secretary

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

[N.B.: there is no March 2013 meeting; "next month" is the April 1, 2013 meeting.]