September 2013 Approved Minutes

DAVIS FOOD COOPERATIVE, INC.

BOARD OF DIRECTORS

MEETING MINUTES

September 9, 2013

Call to Order

The regular monthly meeting was called to order at 7:03 pm at the Davis Food Co-op Teaching Kitchen, 537 G Street, Davis, California, by Stacie Hartung-Frerichs

Roll Call:

Directors Present: Janie Booth, Ed Clemens, Stacie Hartung-Frerichs, Desmond Jolly, Scott Lay, Brietta Oaks, Diane Parro, Bija Young, Zoë Plakias, Bernie Goldsmith (attending by phone)

Directors Absent: none

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

Guests Present: Babak Yousefzadeh

Roles:

Facilitator: Stacie

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).

Member Comments:

Brie: Someone mentioned they didn’t get The Vine in the mail like they usually do - what do they do in that situation?

Eric: Membership or any cashier can help.

Scott: Whole Foods is doing some work with Kaia F.I.T. which is about 60-80 women. They are doing things like tours and product awards. I don’t suggest we jump in and do just that, but maybe there is a way to interact with nutrition and fitness groups to bring those customers in and build loyalty.

Stacie: Someone said that a cashier talked them out of becoming a member because the member drive would be a week later and they would get a coupon. But the person has not signed up yet. Maybe the customer service desk can have coupons in case people want to become members just before the drive.

Julie: Wendy Weitzel wrote about the Nugget beer garden plan in the Enterprise. She mentioned that we already have beer on tap.

Scott: I think that this is just good for us. Locally owned grocery stores becoming civic centers in the community - I don’t really see it as competition.

Ends Statements: Read together

Announcements:

Julie: Fort Can-Do is this Sunday; we will be collecting donations and building a fort with the cans. More importantly, the Eat Local Fair is Friday Sept 27th. Member Linkage is organizing being there right?

Zoë: Yes.

Eric: Our new wine buyer is Kerry Dolan. She has worked for us before in wellness, but most recently came to us from Magpie Restaurant and Catering.

Stacie: Not really an announcement but I stopped by the Co-op table at market, loved the pepper quiz. Everyone seemed to be really having fun. Also October is co-op month. We will be having a number of events. There will be Co-ops at the Market.

Julie: We have invited about 20 local co-ops to join us at the market; credit unions will be there, and Ace Hardware. I would appreciate any of you that wanted to join us at our table. You can help with the spinny prize wheel.

Stacie: We will also have Drinks with Directors where we invite board members from other co-ops to join us for drinks.

Agenda Review

Stacie: Add 7.15 - 5 min for discussing dinner with the board and drinks with the directors

Zoë moves to adopt agenda as amended

Bija seconds

Motion passes unanimously

3.1 Director Education

Babak did a presentation on duties of care and loyalty.

Safe Conversation:

Eric: I mentioned Kerry and everyone seems to know about kombucha – we have kombucha on tap now and it sold out over the weekend.

Zoë: How was turnout at the all-nighter?

Julie: Sales were good until about 1 am; after that there were only about 23 people. We’ll likely do it again but close at 12. A lot of regular shoppers came by just because it’s exciting to come to the co-op at 11pm. People were literally dancing in the aisles.

Stacie: I have been seeing a lot about the Chobani recall. Did it affect us?

Eric: We were out of stock of a few flavors for a few days. This was not a health issue. One plant had a mold problem. We do have a recall procedure - Beth has signed up to get alerts directly from the USDA when a recall happens because the distributors and companies can sometimes take a long time to get back to us.

Stacie: I once got a call because the 15 cents of bulk cinnamon I bought had been recalled. I was pretty impressed.

Julie: That was actually a potential salmonella outbreak so we were very, very careful to call everyone.

Brie: When is the lottery for the liquor license?

Eric: It’s in Mid September – Julie has filled out the form.

Zoë: I was in the store the other day and the electricity went out. The cashier said it was the 4th time that day. Why was that?

Eric: I think it was the PG&E work on Olive Drive. We do have a battery back up.

Bernie: Do we have a system in place where we do price comparison and “stealing ideas”?

Eric: We do price comparisons regularly as staff; we don’t publish them, but when we do surveys we are pretty competitive. We also regularly do store tours with managers and buying teams to get ideas from other stores.

Julie: The entire marketing team went to San Francisco specifically to get ideas from other grocery stores.

Zoë: On the price comparison issue, I know a lot of students who ask about price comparisons. Even if we don’t publish could we share them with the board so we know where we are competitive?

Janie: I don’t think that’s a good Idea. I think it’s better to say you can always save money in bulk, and we have great organic produce. I think that angle is much better.

Scott: Bigger stores may get better prices on products from large companies. But we may have more competitive prices on small local items.

Eric: The price is the price. We don’t play games with you; Nugget & Whole Foods do. Nugget won’t accept co-op receipts in their receipts game because they say we’re not a real grocery store. But if you compare, they are more expensive.

Julie: Part of our marketing strategy for this year is to work on price perception. I’d be happy to do a presentation about that if the Board would like me to.

Stacie: Has anyone heard of a new startup co-op in Pasadena? Their Indiegogo campaign is really great. Have we contributed? Have they contacted us?

Doug: They have not contacted us.

Eric: A New Hampshire co-op contacted us this week. Not sure why they chose us.

4.1 B8 Customer Service

Eric

Desmond: It’s a good report. Maybe we have no better way to capture reports, but community outreach & in store customer experience shouldn’t be in the same place. Is there another way to capture the outreach separately?

Eric: We do that in another report.

Desmond: Then it shouldn’t be here.

Janie: Sacramento Natural Foods Co-op has a 10% sale the 1st Friday of every month. This has increased their sales. Could we do something like this?

Eric: Sales like that reduce margins. They are a higher margin store than we are.

Ed: lower margin= lower markups. This is great for customers but could we increase margins?

Eric: Raising prices would not be a good decision right now in my opinion. We have the buyers help increase margins rather than putting it on customers by buying forward. We have always presented ourselves as a customer-friendly, low margin store.

Desmond: On page 9, it says customers are “among” the most important assets. I think they are the most valuable assets.

Doug: I just wanted to point out that Sacramento Natural Foods Co-op and Wheatsville are higher margin stores because of different department focuses. We sell more groceries; they sell more wellness and general merchandise, which are higher margin items.

Janie moves to adopt report

Zoë seconds

Motion passes unanimously

5.1 Report on CCMA

Janie

Janie: This should have been in last meeting. I compiled notes from various attendees and thought it would be useful to read and reference throughout the year.

Doug: Several of the sessions are on the CGN website and the notes I made are on the site.

Stacie: I sent out the presentation I gave in case anyone wants to see it.

5.2 B2 2nd reading

Stacie

Stacie: I did hear back from lots of you and I appreciate that. I didn’t hear from Eric, but I think it affects you most. The only things staff have mentioned would be helpful are these.

Scott: I think that we need to quantify “high risk” tasks.

Julie: I suggest you define highest risk - my assumption was you meant safety.

Janie: I feel this strays too much into operations. I’m a little uncomfortable to put into place a policy that will mean the board overseeing every day operations.

Desmond: I agree. I don’t know what you mean by risk. It needs more discussion.

Diane: Seems like an odd place for this language.

Zoë: I think we need to maybe talk more about this.

Scott: There does seem to be some overlap between staff training vs. policies. There could be some consolidation.

Stacie: I just wanted to start the conversation; I didn’t know where to start this conversation. It doesn’t need to be a policy.

Desmond: I think you need to clarify what the concern is about. It could be read as protecting us from liability.

Bija: Maybe we could wait until after the staff survey. Some of these issues will likely be addressed.

Eric: Employees are choosing the questions for the survey. Send me your thoughts and I will mention it to them.

Janie: I would like to know what other coops are doing.

Stacie: I talked to three co-ops at CCMA – two of the three had written procedures for every job in the store; one of them gets these procedures as a part of the board packet.

Stacie: I’m going to table this and bring it back next moth if there is a need for more discussion.

5.3 GP5 2nd reading

Zoë: I haven’t heard back from anyone on this.

Stacie: Does anyone have a problem with scheduling a third reading?

(silence)

Stacie: Ok, I will put it on the calendar for next month.

5.4 Questions on Review of BGM Policies

Stacie: We have been discussing how to make these policies more useful; instead of going over each one we would look at them as a whole board general main policies. We will monitor how we have done later in the year, unless you have questions or concerns.

Diane: It looks so great and is laid out so clearly. But my questions to returning directors is, does it work? It looked too good to be real.

Janie: In the past few years we have had compliance, but it’s not always so – that’s why reviewing is important.

Desmond: It works in general but doesn’t allow for specific judgments. It’s more like a pass/fail.

Stacie: One concern was this pass/fail issue - Bernie wanted to grade them instead of more of a pass/fail. What does your assignment mean, are you in compliance or not - it’s hard to discern details.

Scott: How you grade it doesn’t need to be reflected in policy.

Eric: Policy was written to use as more of the pass/fail.

5.5 Vine Article Discussion

Brie: I volunteered to write an article but I don’t have topic. I thought I would see if anyone had any ideas.

Stacie: Brie is writing an article for the November issue of the Vine. It’s basically a report from our board.

Desmond: I think it would be a good idea to generally, broadly talk about training from Babak and talk about what Zoe has been doing with member linkage

Also a special thanks since it will be thanksgiving and staff will be working so hard.

Bernie arrives at 8:50 PM.

Consent Calendar

Presented: Consent Calendar Items:

Item: From:

6.2 Motion: Accept August Minutes Laura

6.3 Info: Monitoring Chart Laura

6.4 Info: Task Force Reports Laura

6.5 Info: Assignments to Monitor Policies and write Vine Articles Stacie

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 (events, electeds, service providers, vendors with whom you meet in the role of Director) Laura

6.12 Info: WIC Vendor Agreement and Secretary of State Filing Zoë

6.13 Info: Review BGM Policies Stacie

All items were retained by unanimous consent.

Stacie moves to accept the consent calendar

Bija seconds

Passes unanimously

7.15:

Drinks with Directors and Board Dinner

Stacie: The Co-op movie is going to be broadcast across the web on Oct 20 - the date you all could come ends up being this date. We thought we would schedule Drinks with Directors for this date and what we would do is screen this film possibly at the Alumni Center.

If we have an event on Sunday do we want to have a dinner Wednesday?

Zoe: I am throwing in here that the Member Meet and Greet is on the 14th. That’s a lot of events.

Julie: And Co-ops at the Market.

Bernie: If we have the big room should we open it up to more than directors?

Desmond: How committed are you to this idea?

Stacie: About 80%. Sacramento Natural Foods has not donated enough to this to screen the film. I reached out to them to see if they wanted to use our screening and show it in Sacramento. No one got back to me.

Desmond: It just seems like a lot of work.

Stacie: In the past we have used staff work and we do have staff available to run this event.

Desmond: Then I am fine with it.

Janie: People still need to learn about co-ops so I am highly in favor of screening this.

Ed: I think this is an important film and information. I like the idea of extending the invitation to others who are excited about expanding co-op models. I know brewers and others.

Julie: I can send out another poll so we can decide what to cancel and if you want to postpone the dinner, it would be better in December, not November.

Zoë: It would be nice to do a poll to see what everyone can commit to.

October meeting

Facilitator: Zoë

Time keeper: Desmond

Zoë moves to adjourn to closed session

Stacie 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.

Stacie called the closed session to order at 9:23 PM.

Directors Present: Janie Booth, Ed Clemens, Stacie Hartung-Frerichs, Desmond Jolly, Scott Lay, Brietta Oaks, Diane Parro, Bija Young, Zoë Plakias, Bernie Goldsmith

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

The Secretary determined that notice of the meeting was duly provided to all Directors by notice on the agenda published on September 2, 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).

Eric presented a report on B4, Budgeting and Financial Condition, and an update on the budget and strategic plan.

Brie departed at 10:07 p.m.

Stacie moves to accept B4

Bija seconds

Passes unanimously

The Board determined that no personnel update was needed in this session.

The meeting was adjourned at 10:16 pm by a motion made by Stacie, seconded by Desmond and carried unanimously.


/s/ Zoë Plakias, secretary

__________________________________ ______________________

Secretary, Davis Food Cooperative, Inc. Date Approved