May 2013 Approved Minutes

DAVIS FOOD COOPERATIVE, INC.
BOARD OF DIRECTORS
MEETING MINUTES

May 6, 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 Desmond Jolly

Roll Call:

Directors Present: Zoë Plakias, Dina Biscotti, Stacie Hartung-Frerichs, Ed Clemens, Steve Reynolds, Desmond Jolly, Bija Young, Bernie Goldsmith, Janie Booth (arrived at 7:04), Ben Pearl (arrived at 7:05), Travis Breckon (arrived at 7:05).

Directors Absent:

Staff Present: Doug Walter, Julie Cross, Eric Stromberg

Guests Present: Elaine Lytle (Cal Fresh)

Roles:
Facilitator: Desmond
Time Keeper: Steve
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: I’ve heard a few things. One person said that the doors on the dairy cases seem to be getting dirty. One person said that because she hadn’t heard how Whole Foods was affecting us, she expected the worst.

Dina: I was told that the UV lights reduce the nutrients in clear containers of milk.

Doug: Eric’s column in this month’s Vine talks about the strength of the Co-op compared to Whole Foods.

Bernie: A member was concerned about how we were doing with Whole Foods. A super worker said one of our managers didn’t have a great attitude. One customer complained about our dry salami selection. Another member complained about our chocolate selection.

Janie arrives at 7:04 pm
Ben and Travis arrive at 7:05 pm

Announcements
Zoë: Per our discussion at the Ends retreat, we’re going to have an ongoing Facebook brainstorming event for our members; it will kick off at the Annual Meeting and go for a week. Thank you for responding to the poll for the July board training; I will be sending out an email soon.

Julie: If you would like to attend the Annual Meeting, please go online and register, so we know to make enough food for you. Also at the end of May – the 30th – we are hosting a dance to benefit YCCC at the Odd Fellows Hall. There will also be a cakewalk. You could win a cake for a dollar.

Stacie: I went to the Ukiah co-op over the weekend and I have their annual report. They’ve emphasized being a co-op far more than they ever had before; above the cash registers, they have signs announcing the cooperative principles. I said they’d be welcome to come to our fiduciary training in September. Also, for this meeting I had a few agenda items I didn’t get to you and I’ll pull those.

Financial Overview
Eric: We’re trending along at 2 to 3% down over prior year – with a small decrease in customer count and an increase in average purchase. We’ve lost some small spenders. Cash is looking good; it’s back to above $1,000,000 now.

Steve: Is the average bouncing around?

Eric: We’ve ended up at about 2.5% down.

Zoë: The advertising and promotion was way under budget…

Eric: That’s timing.

Stacie: We performed better than projected?

Eric: Yes. Cash improvement was based in part on member shares. We were also overcharged last year on payroll taxes and got $16,000 back.

Zoë: We can save this if we were going to talk about member discounts, but I noticed that the amount of discounts was significantly greater than we’d budgeted.

Eric: I’ll give you the short answer. In the past 3 years our senior discount sales have grown from 14% to 16%. The bylaws say that members 62 years and older are awarded the same discount as working members.

Desmond: You said that you assumed that the decline in sales was attributable to our smaller customer count, but I’m still wondering if you’ll address that in your upcoming strategic plan.

Eric: We hope to. Our current plan addresses that.

Desmond: It’s about $180,000.

Eric: It’s not trivial. It is addressed.

Safe Conversation
Ben: I think we should take the time and effort to support things like The Loop and the tours that some employees are taking.

Stacie: I was pleased to see The Loop. It gave me a different sense of the store. One thing that crossed my mind is that we have all the different anniversaries of staff. I thought it might be great to have the board sign congratulation letters.

Dina: Would we want that to fall under linkage?

Zoë: If we set up a system, it would be easier.

Agenda Review

Amend agenda by:
Ben: I sent Stacie an email earlier; I was concerned with only having 20 minutes to review all the Governance Process policies. I would actually propose going through half of these policies now and the rest in June.
Stacie: Can we see if we can get through as many as possible and extend time if necessary?
Zoë: I haven’t received item 5.3
Dina: We’d like to move that report to closed session. [5.3 becomes 7.5]
Ben: I feel comfortable working on the Governance Process reports as long as we don’t feel like we’re skimping on time.

Steve moves to adopt agenda as amended
Zoë seconds
Motion passes unanimously.

Elaine Lytle leads an education session on Cal Fresh.

Break at 8:15 resume at 8:27

4.1 Twin Pines Community Fund Contract*
Eric: Do we want to go into closed session?

Stacie: Yes. I wanted to put this in open session in case anyone from Twin Pines wanted to come to the meeting. I’d like to push it to the end of the meeting in closed session.

4.2 Election Update
Doug: There’s an election going on. The mailing went out on April 22nd.

Stacie: If somebody writes in Frank Fox does it count?

Doug: There is another member named Frank Fox who lives in West Sacramento, but I think by any reasonable interpretation, writing Frank instead of Franklin will be fine. We have enough voter pamphlets that contain Frank’s statement. So people can find it if they want.

Julie: What day do we plan to count the votes, Doug?

Doug: Tuesday, May 28th.

4.3 B5 Investments
Eric: This is pretty straightforward. We don’t have a lot of investments and not much has changed. We’ve been overpaying our shares to Unified Groceries every month by $139.

Steve: I noticed we have $190,000 in a First Northern checking account, what’s that for?

Eric: Just to have some money in a local bank.

Zoë: Are there any differences from our previous contract with the National Co-op Bank?

Eric: It’s changed somewhat since we originally signed the agreement. Even if we didn’t wish to sign the agreement, we have no choice unless we don’t want to be members.

Stacie: You talked to Babak about it?

Eric: Yes, Babak’s reviewed it.

Zoë: Can you give a 2-sentence explanation of our relationship with the National Co-op Bank?

Eric: In order to do business with NCB you have to buy shares with them, which are only transferable to another Co-op. It’s mostly patronage refunds we earned on our loans.

Ben: My question was also about that. Does that pay anything in terms of interest?

Eric: No. It’s inactive right now.

Stacie moves to accept the report
Steve seconds
Carries Unanimously

4.4 B6- Asset Protection
Eric: The only thing is Keiko was concerned that the Marshall Swift analysis of this building was undervalued, so she’s having them take another look at it.

Desmond: I noticed that; I thought it was low too.

Zoë moves to accept the report
Bernie seconds
Carries unanimously

4.5 B7- Emergency Management
Eric: Steve pointed out that I tested this policy for you this year and it worked. I was gone for 4 consecutive weeks and then had some individual days off after that.

Steve: The fact that we as constant shoppers couldn’t tell was really good.

Eric: You didn’t even pay me to be off; disability insurance covered my costs.

Ben: Seeing that our line of defense is Beth and Mike Simpson. I realize that it might be good to bring Mike Simpson in to meetings more. Do we have a succession plan; does it come up in policy?

Janie: We have discussed succession planning in the past, but I think we decided we didn’t want a formal succession plan. I’m not sure how it would help us per se.

Ben: I don’t think we would come up with it.

Stacie: If a board member wanted to take a stab at a policy for that, we could pass it around.

Dina: What time frame would we need to be looking at in terms of retirements?

Eric: I’m not worried about finding replacements. Every major department has an Assistant Manager or a Clerk III capable of running the department. We have so many young people eager to move up. We also want to have the flexibility to reframe positions as they come open (e.g. “Is this position really two jobs?,” etc.).

Ben: Pro-activity on that front would make me feel better as a board member.

Stacie moves to accept the report
Ben seconds
Carries Unanimously

4.6 B9- Member Relations
Eric: This is really more about relations with the legal records of our members. We put a lot of time into keeping those records.

Stacie: You talk about off-site storage of our records; where is that?

Eric: Paper records are in storage units. Then we’ve had back ups in my fire-proof cabinet. I use this building [the Teaching Kitchen] and Mike Simpson’s office for offsite storage.

Steve: I forgot where I saw something about requesting our auditing accountants perform an audit of our electronic services. It seems like some of our offsite storage should be to the cloud.

Eric: I would love to see an audit done of that.

Ben: On Part C about gathering information, where are we in terms of emails? Do we have a plan for what year we plan to have emails for all members?

Doug: Until California law changes, no.

Julie: I don’t think we’ll ever be able to move all of our membership to electronic exclusively.

Ben: Are there capture methods with different events that we put on, or an opt-out of the paper newsletter with an e-version?

Doug: Mostly it’s been through things like, putting it in The Vine or attaching it to specific events.

Stacie: This line of questioning is not exactly on this topic. I’d be happy to put something in June if you want to discuss this further.

Stacie moves to accept the report
Bija seconds
Carries unanimously

4.7 GP- Reporting
Stacie: Let’s table longer discussions until the end of this item.

Janie: “Do Not Know” should not be counted as 0 by default. I think GP Global is pretty straightforward.

Stacie moves to accept GP Global
Steve seconds
Carries Unanimously

GP1
Zoë: There is a recommendation here. We just adopted a new policy. I think there were some comments that suggested a short-term task force working on how to bring performance in line with policy.

Ben: I have one note. It came up in the comments that we are supposed to do a Governance Process retreat; we haven’t done it.

Zoë: I think we took that language out of the new policy. But some of the comments in here suggest that more process training is needed at the July retreat.

Stacie moves to accept GP1
Bernie seconds
Carries Unanimously

GP2
Steve: We reported compliance.

Steve moves to accept GP2
Dina seconds
Carries Unanimously

GP3
Zoë: We recommend that task forces set a regular meeting time (when possible) in the spirit of transparency with our membership. I went back and reviewed how many closed sessions we’ve had this year. We’ve had one every meeting. Last year there were four or five.

Stacie: Just a reminder, we did have to get a restraining order this year.

Zoë: We didn’t address Ben’s second comment. Maybe we could add an agenda item.

Ben: About the rating system, one thing I noticed is that the ratings don’t necessarily match up with the comments.

Dina moves to accept GP3
Bija seconds
Carries unanimously

The rest are tabled until June

4.8 Second Reading B10 - Communication and Counsel to the Board
Stacie: Zoë sent me an email. I believe that her concerns were all addressed.

Janie: I had a few grammar changes.

Stacie: Are there any non-grammar changes? I’m going to move it to a third reading if the changes are just to typos.

5.1 Annual Meeting Update
Julie: We’ve had 28 individuals reserve 66 seats at the annual meeting; we’ll be serving the same menu as last year.

Bija: I’ve emailed all of the candidates; I’ve heard back from Diane.

Stacie: Does someone mind following up with candidates to make sure they’ve received the email?

Ben: Our trusteeship in relationship to members indicates that we would allow a member comment period at the annual meeting. I wanted to know if we would allow that?

Desmond: What I’ve seen occur is that we have small groups where the members can interact and give feedback to directors.

Stacie: Is there currently any plan for interaction with the members?

Zoë: We were going to talk about the upcoming Facebook brainstorming.

5.2 Member Satisfaction Survey
Eric: We’re going to conduct a survey of the members this month. We’re going to basically repeat the survey we’ve done the last few years. This is your opportunity if you want to add some concise question.

Stacie: The question that I have had regards question 10.

Zoë: One of the things that I was thinking as possibly going right after that question is something along the lines of “is there was one of these in the same set of 5 that you would like the Co-op to focus its efforts on or advertise its efforts on more?”

Bernie: Along the same lines, it seems to me that one of the major competitive advantages we have is service to the community. Maybe we could add questions along the lines of member awareness of that.

Stacie: I like Zoë’s addition. I’m always concerned to add questions. We don’t ask about community in the ends because it’s a global end. I would think about adding community involvement as one of those boxes. I would ask to add community involvement.

Ben: I’d like to encourage us not to place these suggestions into an indeterminate time in the future.

Dina: I’d like to add an “other” on 10. And endorse adding community.

Consent Calendar
Presented: Consent Calendar Items:

Item: From:
6.2 Accept April 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 May/June Zoë
6.8 Board Members representing the Co-op Nathan
6.9 Report on April NCGA Conference Stacie
6.10 Report on Sacramento Natural Foods Co-op
Board Meeting and AB1255 (Pan) testimony Stacie
6.11 Motion - Unified Wholesale Co-op Membership Application Stacie/Eric
6.12 Board Budget Update - Actuals vs. Budget Ed

Retained by unanimous consent:
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 May/June Zoë
6.8 Board Members representing the Co-op Nathan
6.11 Motion - Unified Wholesale Co-op Membership Application Stacie/Eric
6.12 Board Budget Update - Actuals vs. Budget Ed


Removed by objection:
6.2 Accept April Meeting Minutes Nathan
6.9 Report on April NCGA Conference Stacie
6.10 Report on Sacramento Natural Foods Co-op
Board Meeting and AB1255 (Pan) testimony Stacie

Stacie moves to accept the consent calendar
Ben seconds
Carries unanimously

Zoë moves to accept minutes as amended
Steve seconds
Passes unanimously.

Stacie moves to adjourn to closed session
Dina seconds
Carries unanimously

Notice of Closed Session

A closed session of the Board was called to order by Desmond Jolly at 9:30 PM. This session was closed to guests pursuant to Board Policy GP6(D), which requires that discussions concerning advice of counsel and personnel matters be held confidentially.


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

Staff Present: Eric Stromberg, Doug Walter, Julie Cross

The Secretary determined that notice of the meeting was duly provided to all Directors by notice on the agenda published on April 29, 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).

Ben moved that a Task Force be chartered to explore a range of acceptable options for the Davis Food Co-op to engage in community giving, to report at the June 2013 meeting. Lead: Bernie.Desmond seconds
Motion carries unanimiously

10:30pm Doug Walter and Julie Cross departed
11:00pm Eric Stromberg departed

The meeting was unanimously adjourned at 11:30 PM

For next meeting:
Facilitator: Bernie
Timekeeper: Bija


 /s/ Zoë Plakias, secretary

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