November 2013 Approved Minutes

DAVIS FOOD COOPERATIVE, INC.

BOARD OF DIRECTORS

MEETING MINUTES

November 4, 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 Janie Booth

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

Directors Absent: Stacie Hartung-Frerichs, Desmond Jolly (attending by written comment)

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

Guests Present: none


Roles:
Facilitator: Janie
Time Keeper: Bija
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

Doug: I sent you all an email about the Food Safety Modernization Act. I also included information from the Oklahoma Food Co-operative’s board resolution about the act. I thought this would be important information for you to have, as these are the kinds of questions people ask you as board members.

Zoë: I have had several conversations with other grad students. They were called during the survey. One said she didn’t have time to talk and asked to not to be called back, but she was called back multiple times. Another said she didn’t like that there was no option for “no comment.” For example, she doesn’t eat meat, so she had no opinion but there was no option for that answer. Another said she had noticed a rise in prices since she started shopping here and can no longer afford to shop here.

Ed: I also met a grad student at the Co-op wearing a University of New Mexico sweatshirt. I asked if she attended the La Montañita Grab and Go on campus. She said she did and that was the main reason she started shopping at the Co-op.

1.5 Announcements

Julie: I am going to give you the 30 seconds on charity right now because I know a lot of people ask you about that. For Thanksgiving we are collecting donations at the registers to buy turkeys for the Food Bank plus we will have food donation buckets. We just finished a book drive for STEAC which amounted to about 5 shopping carts full of books. STEAC was very impressed with the amount and quality of the donations. The Holiday Meal is next month. We wrote letters to businesses who have donated in the past and we have received enough already to pay for the meal, so the rest will go to charity. It’s supporting STEAC this year. Also the Souper Bowl usually benefits Elderly Nutrition but this year we are teaming up with Odd Fellows to raise money for the Davis Police Department K9 Unit. The Rebekahs will also be donating the use of the Odd Fellows lodge for the event.

Ed: Speaking of a charity we donate to, I went to a fundraiser for the Children’s Therapy Center, which we are silver sponsors of. I walked into a room with 150 people who I didn’t know from Woodland and Davis, all like-minded people, and it was a great night. Not many members know we support them.
Eric: Our first donation to them was a bag of lentils.
Julie: Perhaps Ed would like to write a Vine article about the Children’s Therapy Center?
Ed: Sure.

Scott: We received the 401K audit. I didn’t bring it with me tonight because I didn’t think it was necessary, but I did want to mention we had received it and the Audit Task Force will be meeting to discuss it.


1.6 Safe conversation with Top Leadership Team

Eric: Whole Foods outbid Jamba Juice for their location. Rumor is they are planning to install a beer garden. However, they say they just want more seating. Sales are about right on budget. Running below previous year, but above budget. We recently updated our sexual harassment policy in our handbook. Also Doug is working to get community shares on the ballot this year.
Janie: We should try and talk about the Member Capital Task Force tonight.
Eric: And even though we are below last year we have been up for the past two weeks. These were the first two weeks that Whole Foods was open last year, so it’s our first head to head comparison with the first year of Whole Foods.
Janie: I always had a problem with the deli, but I feel like it has made a lot of improvements and it’s really great now. But our bulk liquid dispensing is really unattractive. I have seen other bulk sections that have very attractive stainless steel dispensers but ours are just beat up old Tupperware things.
Eric: We have been looking into that. We probably will not be able to do it this year, as there are other capital expenditures on the horizon, but we do hope to improve that.

2.0 Agenda Review

Janie: I just want to mention that item 4.2 is just for discussion. We need to send out a link to Survey Monkey to actually fill out the survey.
Ed: I would like to move the task force updates to somewhere where we can discuss it because there seems to be a lot of holes and positions that need to be filled.
Janie: Let’s make that item 7.15.

Janie moves to accept agenda as amended
Scott seconds
Motion passes unanimously

3.1 Board Education Session

The Board viewed a selection of co-op related videos.

4.1 Effect of Minimum Wage increase

Eric: The short of it is we are above the California minimum wage at the moment. In 6 months we will be at the minimum and in two years we will have to comply with the minimum wage increase to $10. I don’t expect this year’s budget to address it, but assuming conditions remain the same we should be able to meet the legal requirements.
Desmond (read from written comments): Regarding the impact of the increased minimum wage on future fiscal condition of DFC, it shows the urgency of increasing sales, revenues and profits. If we cannot increase sales significantly, the only way we sustain the DFC operations is through attrition – a kind of triage. This approach can feed on itself and precipitate a downward spiral.
Janie: You mentioned in here the possibility of requiring employees to pay 5% of their insurance premium. I know a lot of companies do this anyway as insurance that employees don’t (abuse) the program.
Eric: That was just an example. We don’t offer family benefits and have never had a problem with people abusing the program.
Ed: What are the contingency plans for meeting this budget? Is there a plan to increase margins to give raises?
Eric: I think that would be short sighted. It would be a strategy but it makes me nervous.
Scott: Related to Zoë’s comments earlier, even I noticed that I go to the Farmer’s Market and kale is cheaper there then it is here. I found someone’s shopping list in the store the other day and there was a list for Farmer’s Market, a list for the Co-op and a list for Trader Joes. Ours was a very short list.
Zoë: Is it common practice among businesses like ours to exceed minimum wage?
Eric: No, that has not been our experience.
Zoë: I just wonder if that affects our competitiveness with other stores, that we pay more, and how that will change when these laws go into effect.
Eric: I think that’s why we want to implement the wage increase A.S.A.P.

4.2 B10 – Communication & Counsel to the Board

Eric: Because there are new directors, we thought it would be good to present this survey at the meeting. We are monitoring using these survey questions next month.
Desmond (read from written comments): The Monitoring Survey on Page 11 does not have a corresponding survey question for H on page 10. Regarding noncompliance anticipated.
Eric: Do we want to make these changes now?
Janie: No, I don’t think it’s fair to judge you on something that didn’t exist before. We should make the changes apply to next year’s survey.
Zoë: How did these questions come about from the policy?
Janie: We were asking Eric to report with no way for the board to give feedback.

4.3 B9 – Member Relations

Eric: Should I just entertain questions?
Desmond (read from written comments): On page 16 there is a report of 800 samples being distributed. What are these samples and what do they cost us?
Julie: We budget about $2000 a year for samples at the Farmer’s Market, usually seasonal produce that ties in to classes we are offering.
Ed: Page 14 mentions about 50 hrs /wk are spent maintaining files. Doesn’t Doug just work 40 hours?
Eric: We have a membership clerk and seasonally we bring in outside help.
Doug: And not all my hours are spent on the files.
Janie: In reference to B9E, I think we should strive for something nicer for our literature and brochures. They are just jumbled together right now and it would be nice to see them displayed a little better.
Zoë: Also in B9E, I think it would be beneficial for there to be more distinction between membership events and activities and other kinds of outreach.
Ed: About the new member orientations. I see people following Doug around the store but I wonder, how well attended are those?
Doug: At the beginning of the UCD quarters and in January we get around 10 people at each orientation. At other times, we expect 4-6 people at each session. I had to cancel one for 1st time in 15 years in August because no one signed up. When you think about how many shareholders there are, a small percentage are participating at any one time.

Brie: B9F mentions Carrots in the Classroom is for grade school and junior high students, but you visit preschools too, right?
Julie: . We do outreach to preschoolers, but it isn’t part of Carrots in the Classroom.
Zoë: B9A mentions that emails will be included within one year of adoption of this policy. Perhaps we could rewrite this policy to remove that statement.
Janie: If you would like to rewrite it, that’s fine. I just feel like a lot of time can be wasted on these little changes.
Zoë: I would like to rewrite it.

Janie moves to accept B9
Diane seconds
The motion passes unanimously

4.4 Update on Liquor License and Merchandising Policy

Eric: This is just an update. I am not sure I mentioned the time frame. We have until February 15 to claim the license. Our lawyer is filling out the application now.
Janie: Does Whole Foods have a license?
Eric: Some of them do. But mostly it’s the bigger stores or locations that already came with a license. I wanted to make sure you saw the talking points.
Brie: Have you heard anything from members yet?
Eric: No.
Julie: Members in cooking classes are very excited.
Zoë: What is the margin for liquor sales?
Eric: It has a smaller margin, more like beer.
Janie: Nugget doesn’t do a very good job with local spirits, I have noticed.
Scott: I also know that there are some spirits clubs in town who really seek out small batch liquor and it will be good to cultivate that business.
Eric: We will have to put a sign in the window announcing our application. The community has (90) days to lodge complaints.

5.1 Survey Rubric

Zoë: This is an effort to create a more standard rubric for policies. These were just 2 policies that reflected how we feel policy monitoring should go.
Scott: I don’t know about 0’s being reflected as Don’t Knows.
Zoë: That was cleared up least year, I believe.
Janie: This rubric reflects what I have always thought, but I know that different people think about this differently, so it’s good to have it in writing.
Zoë: Are there any other changes folks want to make to the rubric?
[No answer.]
Julie: The surveys are not ready; please wait until you hear from me to go fill them out.

5.2 Table of Contents of All Policies/Procedures

Eric: These are the tables of contents for our three main handbooks: the Injury and Illness prevention program, the Employee Handbook and the Employee HAZCOM “Right to Know” Handbook. I would not like to entertain questions about each specific item tonight but these are all of the tables of contents I believe Stacie requested.
Zoë: Do all departments have their own handbooks?
Eric: Not really; most jobs have hands-on training.
Janie: I think that’s what Stacy wanted. She proposed a policy that each department have their top 5 tasks in writing.
Diane: That was my understanding as well.
Eric: I thought she just wanted to see what’s here -- based on my conversation with her.
Janie: She seemed to really want to know, for each department, what are the top 5 institutionally high risk jobs. Things like handling money, do we have a written procedure for that?
Doug: The grocery business is not usually one to have lots of written procedures. She also says staff has said this to her multiple times. My question is why has she heard from them and management hasn’t.
Scott: Well I think some of them are former employees who seem to be expressing that if there had been better communication of their responsibilities then they may have been able to do their job better.
Janie: We will maybe just see what Stacie says.

5.3 Charter March Retreat Task Force

Zoë: I realized we talked about the retreat last month but didn’t charter a task force. I would be happy to lead if someone wants to help me.
Diane: I will volunteer. Do we have a date?
Zoë: We talked about the dates a little but I think we are waiting to see who is in town from CDS and when.

Scott moved to charter the task force with Zoë as lead
Bija seconds
Motion passes unanimously

5.4 Discuss Local Meeting Facilitator Options

Zoë: I compiled this information on local resources for facilitation. We need to decide whether we want to hire one of these individuals or go a different route.
Eric: I have heard a lot about Mark.
Julie: He has been a superworker with us for Carrots in the Classroom. He does a storytelling program.
Diane: So he is reliable?
Julie: Yes.
Scott: This is going to be a significant budget item, at least $10,000.
Zoë: We have to decide whether we want to do a training once a year or pursue cheaper options.
Janie: If CDS is already in town, would Holly’s rate be lower?
Zoë: I’ll look into it. I got in touch with Tara about a training.
Diane: You mean training us to facilitate?
Zoë: Yes. She also mentioned there might be cheaper, local graduates of the UC Davis Extension Conflict Resolution program who might be willing to volunteer their time.
Janie: There must also be books or webinars we could access. That would be a good low cost place to start.
Zoë: I will look into this.

5.5 November 30 Vine Article

Janie: We mentioned earlier maybe Ed would write an article about the Children’s Therapy Center -- what the co-op provides for them, how they meet our Ends.
Ed: I would be happy to.
Janie: The due date is November 30 for the January issue.

5.6 Break

Presented: Consent Calendar Items:

6.1 Motion: Adopt consent calendar
6.2 Motion: Accept October Minutes
6.3 Info: Monitoring Chart
6.4 Info: Task Force Reports (including list of members and termination dates)
6.5 Motion: Accept B1 – General Executive Constraint
6.6 Motion: Accept B4 – Patronage Refund resolution
6.7 Info: Cumulative Attendance Report
6.8 Info: Board calendar
6.9 Info: YTD Board Budget
6.10 Info: Corresponding Secretary report
6.11 Motion: Board Member Resignation
6.12 Motion: Appointment of Alternate as Regular Board Member
6.13 Info: Board Members representing the Co-op Report (events, elected representatives, service providers, vendors with whom you meet in the role of Director)

Retained by unanimous consent:

6.1 Motion: Adopt consent calendar
6.2 Motion: Accept October Minutes
6.3 Info: Monitoring Chart
6.4 Info: Task Force Reports (including list of members and termination dates)
6.5 Motion: Accept B1 – General Executive Constraint
6.6 Motion: Accept B4 – Patronage Refund resolution
6.7 Info: Cumulative Attendance Report
6.8 Info: Board calendar
6.9 Info: YTD Board Budget
6.10 Info: Corresponding Secretary report
6.11 Motion: Board Member Resignation
6.12 Motion: Appointment of Alternate as Regular Board Member
6.13 Info: Board Members representing the Co-op Report (events, elected representatives, service providers, vendors with whom you meet in the role of Director)

Questions:

Zoë: Since it’s the first one I have sent out, I wanted to make sure everyone thought the Corresponding Secretary report was ok?
Janie: It thought it was fine.

6.4 Info: Task Force Reports

Ed: There seems to be a number of unchartered taskforces and ones that need reworking.
Janie: Some we don’t charter until closer to the time they are needed so they don’t get forgotten about.
Ed: We need a new Member Capital Task Force leader, since Bernie is no longer on the board.
Scott: Bernie was also on the Audit Task Force, so we need to find someone else to serve on this task force as well.
Julie: There is nothing stopping Bernie from being on task forces, but he probably shouldn’t lead.

Janie moves to accept the consent calendar
Brie Seconds
Passes unanimously


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

Janie moves to adjourn to closed session
Zoë seconds
Passes unanimously

Notice of Closed Session

A closed session of the Board was called to order by Janie Booth at 9:00 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

Directors Absent: Stacie Hartung-Frerichs, Desmond Jolly (attending by written comment)

Staff Present: Eric Stromberg

The Secretary determined that notice of the meeting was duly provided to all Directors by notice on the agenda published on October 28, 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).

The Board and Eric discussed a personnel matter.

Eric Stromberg departed at 9:15 PM.

The Board discussed the GM review.

Desmond Jolly arrived at 9:20 PM.

The meeting was adjourned by unanimous consent at 9:50 PM.

/s/ Zoë Plakias, Secretary

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