October 2013 Approved Minutes

DAVIS FOOD COOPERATIVE, INC.

BOARD OF DIRECTORS

MEETING MINUTES

October 7, 2013

Call to Order

The regular monthly meeting was called to order at 7:00 pm at the Davis Food Co-op Teaching Kitchen, 537 G Street, Davis, California, by Zoë Plakias.

Roll Call:

Directors Present: Janie Booth, Stacie Hartung-Frerichs, Desmond Jolly, Brietta Oaks, Diane Parro, Bija Young, Zoë Plakias,

Directors Absent: Bernie Goldsmith, Scott Lay, Ed Clemens (attending by written comment)

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

Guests Present: Elias Rivera

Roles:

Facilitator: Zoë

Time Keeper: Desmond

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).

Member Comments:

Elias: I am a member of the board at SCHA and I am currently trying to raise money to attend the Nasco Institute. They are focusing this year on Food Justice Systems. I am trying to raise $500 and right now I have none of it.

Julie: I am going to give you my card. We actually handle sponsorships separately from the board, so if you send me an email I will get back to you. Also Co-ops at the market is this Wednesday and if SCHA would like to have a table there let me know.

Ends Statements: Read together

Announcements:

Zoë: The Member Owner Meet and Greet is a week from today in the Teaching Kitchen from 7-8 PM. The staff party will be Wednesday, December 4, from 12-4 in the Conference Room, but rolling, so come when you can.

Safe Conversation:

Janie: I don’t think this is a conflict of interest, but I wanted to mention that my husband has been talking to Solterra, the solar company who is doing work for Sacramento Natural Food Co-op’s new store. My understanding is that they have a small budget and a big project. Just thought I would mention this.

Eric: The first week of the fiscal year was slightly above (budget). We received confirmation we have been entered into ABC lottery. We should hear within 90 days. Construction on 5th St was supposed to start last week, so that will be happening soon but we don’t know quite when. Fresh Market opened a new store in the Pavilions in Sacramento. I visited, and I have no desire to return, it was a very disappointing store, like Whole Foods meets Safeway. Westlake now has a Dollar grocery store next to Westlake IGA.

Janie: That’s going to hurt Grocery Outlet.

Doug: It’s hard to say with so much segmentation of the market. It probably wont hurt us, but you never know.

Stacie Ann Hoyt is retiring. She doesn’t know who will take over but she proposed we host CCMA in 2015. She approached Sacramento Natural Foods Co-op, but they said they would be just barely open by then but if we want to host in Sacramento, that is a possibility.

Agenda Review

Stacie: I would like to add some extra time for the Review of Governance Policies and also add 7.15--5 minutes for discussing Bernie’s third absence and what needs to be done.

Janie moves to adopt agenda as amended

Stacie seconds

Motion passes unanimously

3.1 Director Education – discussion of Education plan for this Board Year.

4.1 B3 - Compensation and Benefits

Eric: I am reporting compliance on all sections. Should I give an overview or go to questions and comments?

Zoë: Give a one-minute overview.

Eric: B1 and B2 are usually at the same time but we postponed B1 until after the staff survey. We compare the salaries for the similar jobs state-wide and see whether we are meeting, exceeding or less then the average. Occasionally we up an employee’s pay if they are below the average.

Stacie I would like some clarification on that.

Eric: When we have a job description where the pay is significantly different from what the state average, we adjust.

Desmond: So it’s the job, not the employee, we are talking about.

Eric: Right.

Stacie: The Co-op has been getting a lot more Glass Door reviews in the past year.

Eric: We do review Glass Door but we don’t include it in here because it’s a little anecdotal and the staff survey will tell us more about what the staff feels.

Ed: Is the 3% cost-of-living raise given in FY12 the last raise an employee has received? Since there is no cost-of-living budgeted for the coming year does this means that our long-term staff will be working for 2 years without a raise? How is staff morale being assessed regarding this situation?

Eric: Yes, we haven’t been able to give a raise in 2 years. If we were going to give a raise, we would have to reduce hours.

Stacie: Had the minimum wage law been signed when you wrote the budget for next year? Did you factor it into the budget?

Eric: No, it was signed into law after we wrote next year’s budget.

Stacie: How will this affect the budget for next year? Should we ask Eric for a report in November to see how that will affect staff and cost? There will be some staff who get bumped up and some who don’t and how do you deal with that?

Eric: It’s very tricky. If there are any questions please let me know.

The Board requests a follow-up report at the November Meeting on changes required by the Minimum Wage increase.

Janie leaves 7:55 (attends remainder of meeting via written comment.)

Stacie moves to accept the report

Desmond seconds

Motion passes unanimously

4.2 Update on Staff Survey

Eric: We have been meeting about the survey. We selected too many questions and now have 29 to eliminate. We can have 70 out of a menu of 90-100 and staff wanted to hear everything. Now we have to decide what do we feel we can eliminate? Which questions address similar things?

Stacie: How was this group chosen?

Eric: Carolee asked me to hand pick a number of clerks we believe to be influential young people who are respected by their peers.

Desmond: Presumably they are reliable.

Eric: Yes.

Stacie: What have you heard from staff about the survey?

Eric: It doesn’t seem to be a big topic of conversation.

Stacie: I get a lot of comments from staff about the staff survey. Have people been concerned about confidentiality?

Eric: No. Once they understand the process they are comfortable.

Stacie: How do people receive this memo?

Eric: In their mailboxes. But not everyone checks their mailboxes. It will also be in the next issue of The Loop.

Julie: We also just started a new employee Facebook group like we talked about last meeting. And it’s a similar problem, you have to look them in the eyes and tell them about it before they will join.

Stacie: The presentation is on 12/4. Do we know what time?

Eric: I don’t know what time yet.

Stacie: Is it the same time as the staff party?

Eric: I thought we took care of that?

Zoë: Yes, it’s the same day but it won’t take the whole time. It will happen at a different location as well.

Zoë: I don’t know all these people. Can you tell us what they do at the store?

Eric: Sure. Julie Loke works for Julie Cross in the Marketing Department.

Julie: And actually as of today she is our new Customer Service Representative.

Eric: Vince Ortiz is a Clerk 2 in Grocery. Rose McFadden is our Wellness Buyer. Yomi Fashoro works in Grocery and was recently promoted to Clerk 2. Desiree Robles is a Clerk 2 in the Deli and also in the Cheese Department. Stout works in the Deli as well. And then myself and Mike Simpson.

Desmond: Would it be ok for us to see the questions?

Eric: Yes.

Stacie: Could you email them to us?

Eric: Yes.

5.1 Update on October Events

Zoë: I gave my update during the announcements because I forgot about this. I have nothing more to add.

Julie: We have reserved a conference room at the Alumni Center. We need to know who we are inviting very soon as the event is on the 20th. We will have non-alcoholic drinks, as we can’t have alcohol in the Alumni Center, and we can bring our own food since we are viewed as a catering company by the university. There is also free parking since it’s a Sunday.

Stacie: Historically this event has been Drinks with Directors and we have invited Directors from other Co-op boards. Should we keep it as an invite only event or should we open it up?

Brie: I think this late we should just open up the invitation.

Zoë: But could we have something before or after that would make it seem like a special event for the other directors?

Julie: We have a birthday party commitment earlier in the day so between events we don’t have any real way to make something special.

Stacie: Maybe we could have board members come early or stay late for more a private experience.

Zoë: Could we have food for the board members and the movie showing for everyone else?

Julie: This can seem exclusionary and we don’t want to make anyone feel left out.

Brie: I would really like to keep it open.

Stacie: We are the only people who have this movie to show, so that is special.

Zoë: That’s a good point. I hadn’t thought of that.

5.3 Table of Contents of All Policies/Procedures

Eric: You will get this next month. Ouremployee handbook is currently at the HR Attorney’s office being reviewed.

Stacie: Originally here we had a 2nd reading of B2 that we removed so we could talk more about the written store procedures.

Eric: There are procedures that we don’t write down.

Stacie: The board had some concerns. It makes me uncomfortable that if we don’t know about it we may not know to ask about it.

Eric: I thought this was a good place to start because this way you will see what’s in place. It’s the difference of training for daily tasks versus procedures that are in the handbook.

Stacie: I think we are thinking more of safety procedures, money handling, food safety. I don’t know what there is. There may be procedures that are not written down that should be.

Desmond: This can evolve and some if it can be left to Eric’s judgment. We should be looking at the intermediate rather than minutiae.

Stacie: My goal is not to create a store so into procedures that we move rigidly. I am trying to translate what I hear from staff into something that can become policy. I also want to point out that I didn’t want to direct him to do this before discussing it with the board, which is why we added this item. I didn’t want you all wondering what he was doing and why.

5.4 Questions on Review of Governance Policies

Stacie: This review came out of a conversation Bernie and I had after last year’s surveys. He didn’t like the way we were going through them, he didn’t feel people were really reading them and reviewing them. If you notice anything we aren’t doing or that we should work on, now is the time to bring it up.

Desmond: Each time I read this global governance language it always jumps out at me. It could be clearer. We might want to revisit it. I think we should either spell out the people the policy is referring to or leave it out.

Brie: I say just leave it out.

Zoë: Brie and Desmond, would you like to form a task force to rewrite this language?

Brie: Yes.

Desmond Yes.

Stacie: We need to be sure and give direction to our executives about who the “appropriate persons” are. I am for rewriting this but I would refer you back to policy governance. Should we put this on for November?

Desmond: Lets do it in December; I will be attending by comments in November.

Stacie: Any other questions or comments?

Zoë: It was great to read them and I like doing it at my own pace; it gives us time to really read and digest them. I wanted to talk about GP3. I don’t think we really follow this. My impression is that instead of removing items people have questions or comments on from the calendar, we ask questions without adding new agenda items. Julie can you speak to this?

Julie: Historically we have just removed items people wanted to talk about but I think you may be right; there is no reason to remove it if people just want a little clarification. So it’s a good thing you reread them.

Zoë: I think this will save a lot of time.

Stacie: In December we have the report on GP5. Maybe we can have the surveys ready and filled out by November meeting?

Zoë: There were lots of questions last year about how to go about filling them out.

Stacie: We have to have the template on how to fill them out ready so perhaps we should have the surveys ready to go on the November meeting. That we can go over the template at the November meeting.

5.5 Discussion on Corresponding Secretary Role

Janie: I was the one who proposed this change (if I recall correctly), and I still think it's a reasonable change. The Corresponding Secretary's sole job is to respond to the inquiry and indicate it was duly received and the message will be shared with directors. Whether to send a more substantial response is up to the board. Zoë, you are welcome to take on this role. I am sure you will respond to every inquiry. However, I have seen many letters overlooked over the years without even a cursory reply indicating receipt.

Stacie: There was an example of this last month. We received an email from a member and we had a great discussion about it via email but no one ever responded to him directly or forwarded his email to Julie so she could let him know we received the email.

Zoë: When we receive an email, someone has to forward it to Julie and then write a response themselves. That person could just as easily quickly respond saying we received their email. It can be delicate and I have trouble delegating it out to someone who isn’t a board member.

Julie: I am absolutely fine with not being the Corresponding Secretary. I want everyone to get a response and Zoë is willing to make sure that happens.

Bija: I agree with Janie. I don’t think it’s important it’s a board member. It’s not linkage until after initial response.

Desmond: I think it’s appropriate for the board to answer directly.

Diane: So if one of us gets an email do we forward it to Zoë?

Stacie: if it’s individual comment to you, it can be brought up in member comments, but if it’s for the whole board we should all talk about it and wait to respond.

Julie: It’s usually the emails to the whole board that don’t get answered.

Bija: The reason I don’t think that it needs to be a board member who responds initially saying we received the email is because the policy reads: “The Corresponding Secretary will acknowledge receipt of all emails, letters or other communications delivered to the Board within 3 days of receipt and indicate to the correspondent the general procedure that will be followed.” The procedure that will be followed-that part doesn’t really exist as far as I can tell.

Stacie: It seems like it should be easy but it’s actually very complicated.

Diane: Maybe one person should always be the one to receive email, whether forwarded or copied on correspondence.

Julie: That means it should be a director, I am not a director and there are things I shouldn’t be cc’d on.

Stacie: My one concern is that people send me emails sometimes where they want to remain anonymous or are staff and friends of staff asking questions about payroll and budget.

Desmond: I don’t feel that’s my purview to discuss those things.

Zoë: Should we appoint me as Corresponding Secretary? Everyone can copy me on all responses and I will keep a central log of correspondence.

Desmond: I move to appoint Zoë as the Corresponding Secretary to appropriately handle all correspondence pertaining to the board.

Bija: So do we forward all our emails to you?

Stacie: I have some standard responses that I send out to people.

Desmond: If you circulate those responses to us we can learn from that.

Diane: Are you representing the board when you respond to these emails? I am always a little hesitant to respond since Stacie is the only one who is supposed to represent the board. I feel uncomfortable emailing them a response like that because they could just say later “well director Diane said…”

Stacie: I am fine saying to people that we deal with email as a board.

Zoë: “The Corresponding Secretary will acknowledge receipt of all emails, letters or other communications delivered to the Board within 3 days of receipt and indicate to the correspondent the general procedure that will be followed; provide copies of communications to all Directors; will log or otherwise follow the correspondence through to a conclusion; and will report correspondence in the Consent Agenda each month.” I would be making sure that we respond.

Desmond moves to appoint Zoë Corresponding Secretary

Diane seconds

Motion passes unanimously

Doug: I am a little worried about this unanswered member email.

Stacie: I will draft a response and distribute it to the rest of the board before sending it.

5.6 Set Date of March Workgroup and Annual Meeting

Stacie: I think we should hold off on the March work group until we know when people will be in town.

Janie: This date [for the Annual Meeting] works fine for me. I do, wonder though, if May is the best month. I know we must theoretically coordinate with the election, but I bet we would get much bigger attendance if the meeting was in February, for example! Something to mull over.

Stacie: It’s not theoretical; it’s in the bylaws right?

Doug: Yes but it doesn’t state just May, it’s a range between April 1 and June 30. But why does she think February would be better?

Julie: The same reason we schedule the Souper Bowl for February; there are the least number of events in Davis.

Stacie: I am going to move we schedule the annual meeting for May 18.

Stacie move to set the date of the annual meeting for May 18th.

Zoë seconds

Motion passes unanimously.

Consent Calendar

Presented: Consent Calendar Items:

Item:From:

6.1 Motion: Adopt consent calendar Laura

6.2 Motion: Accept August Minutes Laura

6.3 Info: Monitoring Chart Laura

6.4 Info: Task Force Reports Laura

6.5 Motion: Adopt 3rd Reading of GP5 Zoë

6.6 Info: Cumulative Attendance Report Laura

6.7 Info: Board calendar Laura

6.8 Info: Linkage update for September/October Zoë

6.9 Info: YTD Board Budget Ed

6.10 Info: Corresponding Secretary report Julie

6.11 Info: Board Members representing the Co-op Report Laura

6.12 Motion: Accept -B4 - Patronage Refund Preliminary Analysis Eric

6.13 Info: Review Governance Policies Stacie

Retained by unanimous consent:

6.1 Motion: Adopt consent calendar Laura

6.2 Motion: Accept August Minutes Laura

6.3 Info: Monitoring Chart Laura

6.4 Info: Task Force Reports Laura

6.5 Motion: Adopt 3rd Reading of GP5 Zoë

6.6 Info: Cumulative Attendance Report Laura

6.7 Info: Board calendar Laura

6.8 Info: Linkage update for September/October Zoë

6.9 Info: YTD Board Budget Ed

6.10 Info: Corresponding Secretary report Julie

6.11 Info: Board Members representing the Co-op Report Laura

6.12 Motion: Accept -B4 - Patronage Refund Preliminary Analysis Eric

6.13 Info: Review Governance Policies Stacie

Questions:

Janie: Laura, would you please start sending out a specific request for task force reports each month? Also, please list all of the standing task forces, charter date, leads, members etc. on that sheet as a reminder each month, even if there are no reports.

Zoë: I have document that has all that information, so I can send it to you. Second, for linkage there are usually two consent calendar items. Maybe we could just submit a report rather then a second update as well.

Janie: Ed, I think we should reconfigure this [Treasurer’s Report] so it indicates expenses for the board year (July-June), not the calendar year. This would help us better gauge actual expenses for each specific board year to align with the budget.

Stacie: I thought it was board year?

Julie: Ed emailed asking for all the information to date. We thought he was just doing an end of the year tally. Why don’t I talk to him about it?

Stacie moves to accept the consent calendar

Bija seconds

Passes unanimously

7.15:

Stacie: This is Bernie’s third absence which, in accordance with our Bylaws, is an effective resignation from the board. I’m not sure how our policy addresses absences.

Julie: [reads from the Board Administrative policy] A director shall be counted as in attendance at a meeting if s/he is present within 15 minutes of the time the meeting has been called and remains until the time scheduled for adjournment on the published agenda.

i. A director may be counted in attendance if s/he arrives later than 15 minutes of the time the meeting was called if s/he notified the chair of the delay.

ii. A director may be counted in attendance if s/he leaves prior to the time scheduled for adjournment on the published agenda if s/he is excused for illness or other pressing need.

iii. A Director shall be counted as in attendance if s/he participates in the meeting by telephone or video conference.

iv. A Director may be counted in attendance if s/he participates in the meetings by reviewing the Board Packet and providing written comments to the Board three days prior to the board meeting if s/he has the consent of the President to do so.

B. The Board Administrative Assistant shall keep a record of attendance.

i. When any Director has two absences from a regularly scheduled Board Meeting in a 12 month period, the Board Administrative Assistant will notify the Board Secretary.

ii. When the Board Secretary is notified of such absence, s/he will inform the Director in question by email or letter with a copy to the Board President that a third absence will be presumed to be a resignation from the Board.

We have alternate ways for people for people to attend but no policy on what is an excusable absence.

Zoë: We have in the past excused an attendance but there was no policy backing it?

Stacie: We did. I don’t remember the circumstances.

Julie: We rewrote the bylaws on Babak's recommendation and removed the excusable absences and instead added ways people could attend without being physically there.

Stacie: I think we have to send him a resignation request.

Desmond: Would we have enough board members?

Stacie: Scott would become a full board member.

Julie: Board alternates can be appointed by the board as well -- people who ran but didn’t get elected, for example.

Zoë: I think we do have to act – we can allow him to be involved in the Member Capital Task Force.

Desmond: And he can run again in the next election if his circumstances have changed.

November Meeting

Facilitator: Janie (or Brie)

Time keeper: Bija

Zoë moves to adjourn

Desmond seconds

Motion passes unanimously

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.

Zoë called the closed session to order at 9:10 PM.

Directors Present: Stacie Hartung-Frerichs, Desmond Jolly, Brietta Oaks, Diane Parro, Bija Young, Zoë Plakias

Directors Absent: Janie Booth, Ed Clemens, Scott Lay, Bernie Goldsmith

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

The Secretary determined that notice of the meeting was duly provided to all Directors by notice on the agenda published on September 30, 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).

The Board discussed the Strategic Plan.

Laura Doyle departs at 9:15; Julie Cross assumed note taking duties.

Stacie moves to adjourn the closed session at 9:17 pm and return to open session.

Desmond seconds.

Motion carries unanimously.

Meeting Evaluation: Good conversation. Fewer tangents. Light on participants. Still think an outside facilitator would help. This was a lighter agenda. The shorter educational chunk was nice.

Meeting Facilitation discussion: Zoë tried to contact Holly O’Neil from Bellingham, but didn’t reach her.

Diane will try to contact a Davis resident, Michael Chalado, who consulted at her church.

Desmond is concerned about the cost effectiveness of consultants, seems a little outside of our budget, maybe we could get quotes from a local person.

Diane is much less interested in a staff person as facilitator.

Brie wonders if it could be a superworker position?

Stacie thinks that getting a good facilitator might help us get more candidates for the board.

Eric points out that we can offer the superworker discount in conjunction with pay.

Desmond says maybe someone at the University.

Zoë says maybe the University Extension Conflict Resolution program.

Stacie will reach out to a friend who moved to Oakland who may have a recommendation.

Desmond likes this process of deciding on a facilitator better.

Desmond moves to adjourn at 9:31.

Diane seconds.

Motion carries unanimously.

/s/ Zoë Plakias, secretary

__________________________________ ______________________

Secretary, Davis Food Cooperative, Inc. Date Approved