DAVIS FOOD COOPERATIVE, INC.
BOARD OF DIRECTORS
MEETING MINUTES
August 3, 2009
Call to Order
Notice of Closed Session
A special meeting of the Board was called to order by Acting President Steve Reynolds at 6:20 pm. This session was closed to guests pursuant to Board Policy GP6(D), which requires discussions concerning issues of a sensitive nature be held confidentially.
Directors Present: Janie Booth, Julie Cross, Sam Citron, Theodora Consolacion, Stacie Hartung-Frerichs, Desmond Jolly, Steve Reynolds, Michael Ulrich, Kevin Wolf
Directors Absent: Jack Young
The closed session was adjourned at 6:50 p.m.
The regular monthly meeting was called to order at 7:05 at the Davis Food Co-op Conference Room, 620 G Street, Davis, California, by Steve Reynolds, President.
Roll Call:
Directors Present: Janie Booth, Julie Cross, Sam Citron, Theodora Consolacion, Stacie Hartung-Frerichs, Desmond Jolly, Steve Reynolds, Michael Ulrich, Kevin Wolf
Directors Absent: Jack Young
Staff Present: Beth Tausczik, Lisa Caruthers, Doug Walter, Eric Stromberg,
Guests Present: Jeff Wagnon
.
Roles:
Facilitator: Steve Reynolds
Time Keeper: Michael Ulrich
Notetaker: Nathan Milos
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:
Announcements:
Doug: I’ve created name tags for the newcomers.
If you’d like to be on the Cooperative Grocers Information Network (CGIN) Directors Mailing list, please email Doug.
Julie Cross: Back to School sample Day is on August 2 if Directors would like to attend.
I’m pleased to report that Therese Tuttle is able to provide further training to the Board at our September Meeting
Agenda Review
Amend Agenda by
Julie: Noting that 3.2 is a second reading and not monitoring
That 3.3 and 3.4 are the same thing and it’s a policy revision
Pull 3.6 because we didn’t get it (moved to September)
Steve: Note that we moved consent agenda to the end
Motion: Julie Cross moved to adopt the agenda as amended
Seconded: Janie Booth
Motion carried unanimously
Reports
Discussion:
Kevin : I thought this was innocuous and wasn’t sure why it’d been pushed to the August meeting. (Eventually determined that report was received late in July.)
Julie: I’m not set on rewriting the ends in January 2012
Motion: Stacie Hartung-Frerichs moved to accept the monitoring report.
Seconded Steve Reynolds
Motion carried unanimously
3.2 BGM3-Accountability of the GM – Second Reading
Discussion:
Kevin: Darius had noted that in the way BGM 3 was written, asking a question could be interpreted as giving a direction. The revisions here are a suggestion that such requests not be considered directions.
Julie: That clears it up a little bit, but there is a potential conflict unless the wording is in line with BGM 1, which mentions requests for information and the General Manager’s rights of refusal.
Kevin: This would allow Directors to request information from staff directly instead of going through the General Manager only.
Steve: I like this new language; read this along with BGM 1. Staff members need to know that if a significant amount of resources are required, the request still needs to go through General Manager but that simple questions could be answered by general staff.
Kevin: Eric, if the question contains a large amount of work for a staff member, can they just not answer?
Eric: Yes
Janie has some grammatical changes she’d like to see
Desmond: should we read the General Manager’s performance as equivalent to the organizational performance; isn’t the board considered part of the organizational performance, thus isn’t organizational performance bigger than the General Manager?
Stacie: Maybe we could create a task force to examine this.
Julie: The next policy we’re reviewing is concerned with monitoring the General Manager’s performance.
Stacie: In the past we’ve interpreted organizational performance in this document as the store’s performance.
Kevin suggests moving section C into BGM 4 and coming back in September with comments.
3.3 BGM4-GM Performance – Second Reading
Discussion:
Kevin: Should we evaluate the General Manager on how well s/he works with policy governance? Given the short tenures of Directors, should the General Manager help the board understand policy governance? The revisions here create language to evaluate the General Manager’s ability to help the board with policy governance.
Desmond: What would be the metric?
Kevin: We needn’t define the metric. In a closed session evaluating the GM, the board could discuss whether they are struggling with policy governance and use this to evaluate the General Manager’s ability to help.
Julie: I don’t ask my staff to help me in my job. So, should the board be asking the General Manager to help them with theirs? Also, on part C are you talking about the monitoring report or the timeliness of the report?
Kevin: The report itself.
Julie: Did we agree to benchmark all of our policies?
Kevin: This should read “all Ends Policies.”
Janie: That cuts out the monitoring
Kevin: We monitor Ends and Boundaries.
Julie: Perhaps it should read, “Ends policies and all other policies”. In E, I would say, “the board action reported in the minutes” not just “the minutes,” which includes comments.
Janie: Instead of suggesting that the General Manager should be evaluated on his/her ability to “help” the board with policy governance, perhaps we could monitor his/her “abilities to collaborate with the board and organization”
Kevin: I worry about a lack of longevity and a board inexperienced with policy governance.
Julie: Maybe this item could read: “The General Manager will support the board in policy governance”.
Janie: on E: I don’t like the wording, “help the board be clear on Ends policy.” A General Manager shouldn’t be telling us how to be clear.
Julie: Maybe it should read “the ability of the General Manager to be clear on boards Ends policy.”
Kevin: If a reasonable interpretation is not accepted, an Ends policy needs to be rewritten
Janie: It’s not fair to put the General Manager on the hook for the way the board writes the Ends.
Stacie: on (new ) F: the policies written there are not our policies. Let’s take that whole section out.
Desmond: I agree with Janie. The board needs to accept responsibility for its job. If we can’t write a good Ends policy, that’s our problem.
Kevin: We had four years of ends policy that were outside of acceptable ends policy regarding policy governance. Poor ends policies result in a “top can’t govern system.” With BGM 4, I want to preempt yearlong discussions on Ends policy.
Michael: Instead of monitoring the General Manager’s ability to help the board with policy governance, we could write policies indicating the board’s expectation of itself regarding policy governance.
Eric: In the past, the board has purposely said that policy governance training is not the General Manager’s role. If that changes, fine. I have a name I could suggest (Ari Weinzweig).
Steve: We should, as a board, annually evaluate what we’re doing and how we’re doing it.
Stacie: Can we put that on the Policy Governance Taskforce?
Kevin: I’ll try to rewrite this.
Steve: Throw some drafts out on email please.
3.5 GP9 Trusteeship and Relations to Members – Second Reading
Discussion:
Stacie: This has been on our agenda for 4 months. We had several instances of non-compliance. We created an action plan and amended the policy. We were also given a proposed mediation procedure, which was also amended into this policy. The action plan can have some leeway if we close compliance gaps. The policy would start on the top of the second page of this document and go through item H.
Julie: Regarding the mediation procedure in section 1.i: shouldn’t the board president consult with Directors before replying?
Stacie: Yes. We can change that.
Julie: We should also add that our mediation process include: “no fewer than two directors selected by the board,” instead of allowing our opposition to select individuals. Regarding section 2.5: do we want to say that we’ll communicate the outcome to our membership?
Stacie: that would be up to the discretion of the board.
Kevin: Is this where you would include language about having board members learn policy governance?
Stacie: I think it would be in a different section. I would put that in Renewal and Continuity.
Julie: In his spare time Nathan could make an index.
Desmond: Who does the language “elected parties” refer to?
Stacie: We want to hear about any meeting where someone is representing the CO-Op whether it’s with city counsel, PTA, etc.
Kevin: With the current wording we are out of compliance regarding member comments.
Stacie: That’s why we have an action plan. I’ve proposed an annual meeting where we would examine member comments.
Julie: I think this is a member linkage issue and that we ought to examine member comments quarterly.
Kevin: How do we process member comments, since they are so rarely related to board issues or policy governance.
Janie: Darius did not like that kind of member linkage where we would examine comments such as “your shelves are too high”. So I see Kevin’s side on this one.
Julie: If I tell members I’m a Director and detail some of the issues I’m interested in, I get relevant comments. Maybe we should have board training before letting Directors interact with the general membership.
Stacie: Do you think if we didn’t review everything we’d be out of compliance?
Kevin: The strict reading suggests that we’d review all comments, including bike parking, shelf height, etc. If the General Manager could summarize the issues and get a broad sense of member needs, that might prove helpful. If everyone is talking about bikes, it shows a global concern which we can write Ends about.
Steve: We should review all comments directed to the board.
Julie: Let’s amend the language here to say that we review board related comments.
Teddy: Or ought we organize a task force to go through all of the member comments and funnel the concerns into general topics?
Beth: Are you just thinking about comment box suggestions, or every comment that every staff member receives?
Stacie: The wording suggests that we will “review member initiated input into the co-op.” That’s everything.
Julie: Stacie, why don’t you and I put our heads together and rethink the wording on this some more.
Stacie proposes a third reading.
Presented:
3.8 B4 – Third Quarter Financials
Discussion:
Eric (summarizing some of the finer points of his report): We were 0.88 of a percent above prior year for the quarter. Customers in store was up 25 per day. Average sale remained flat. The IRS penalty is reflected here even though it was rescinded; it will appear in the fourth quarter. We get a lot of data from the NCGA and we are in with the majority of stores that are reporting flat or negative sales. Flat is the new up. The fact that the quarter was slightly positive is good. June saw more NCGA reporting flat or positive sales. UNFI is up over prior year 4%. Our wholesaler is flat. Tony’s Fine Foods says they are experiencing a strong year. We had a really good 11% sale.
Kevin: I think splitting up 11% sales by category is a great idea.
Janie: There’s some psychology about “sales” that makes people want to spend.
Stacie: On the third paragraph down you have the Year To Date numbers. Does this say that you thought we would post a loss, but that we had a gain?
Eric: Yes.
Stacie: If we’re late enough on staff reviews do we save money?
Eric: No. Pay increases are effective retroactively.
Stacie: Did we see the same decline as the decline in prices?
Eric: We can’t effectively measure this.
Beth: Anecdotally we’re experiences some price decreases. But checking decreases against increases, there’s not much difference.
Kevin: Gross margin went up two points. When did you budget that? In September?
Eric: Yes, we did quarterly budgets for the year in September.
Kevin: When it comes in 2 points higher, is that an accident?
Eric: No. Getting deals plays a role, as do accurate price changes. Furthermore, the Grocery and Wine departments had struggled reaching their margin goals in the past, but this quarter they accomplished them.
BREAK Recess at 8:15; reconvene at 8:25
Beth, Lisa, and Jeff left after the break.
3.9 Additions to the Board Budget
Discussion:
Steve: We want to add $1000 for conference calls. Research and purchase a phone that works. We’d like to budget $250 for books and $12,000 for surveys.
Julie: I have to say that we previously had a book budget, and we had a director who bought a self-help spirituality book and we had to pay for. I’d like to specify that the books must relate to our jobs as board members.
Kevin: I have stolen some books from this library. I think that Policy Governance books are useful to have. How about having them during your tenure to have them on hand?
Janie: How about a free copy to keep forever?
Desmond: A basic text.
Julie: I suggest that Directors could return them if they wanted to.
Stacie: Would that best be in a member linkage task force?
Steve: We could put it there.
Janie: A question about budget: we pretty much never go over budget. Do we want a more precise budget?
Julie: Have we done our budget?
Janie: Not yet, we haven’t elected a treasurer yet.
Kevin: We did spend a lot less on board training. I think Eric suggested that we put an amount in that is somewhat generous regarding member-linkage. This way Eric doesn’t have to come back and reallocate funds.
Julie: We can’t do our budget until we set task forces.
Steve: Probably an additional $15,000 over what we budgeted last year.
Strategic Planning:
4.1 Status on Strategic Plan
Discussion:
Eric: We just did a really good workshop with Staff members & Ari Weinzweig. He took us through a full-day training; we went through our Ends policies and worked out goals with employees. The meeting included Clerk Class 3 employees, not just managers.
Julie: I talked it out with Eric and did not go to the training. I thought it might give the staff an out to say, “oh Julie wrote the ends; I’ll just follow her lead.”
Stacie: Are we going to see a report from that in the final strategic plan?
Eric: Exactly. I would strongly recommend you to hire Ari; he’s really good with Policy Governance.
Desmond: Kevin has been talking about Ends statements not being clear. When you presented them to the staff, what was their reaction?
Eric: A couple of people said, “What is a foodshed”?
Doug: I think people were able to see a common goal. And that goal related to what the board has been talking about. I thought the workshop was great about getting results and may have been a little imprecise about interpreting language. There was a feeling of cohesion and unity. Some of what has been difficult for Directors has been some fine points of language. When it came to a bunch of people sitting down, the Staff members were able to get a pretty good sense of where to go.
Eric: in terms of Global End, everyone got it. We’re in a part of the country that has some of the preeminent grocery stores; and the staff members were able to envision this store’s role as one of them.
Kevin: The visioning here was two years out. In the future will you out go further, say five years?
Eric: The majority of what we do is 2 or 3 years out. Primarily we are focusing on 1 to 2 year goals, partly because a year ago things looked a lot different than they do now, and partly because it’s important for staff to have concrete goals. What can we actually do in a year or two?
Kevin: How often do you think you’ll be doing strategic plans?
Eric: Every year. By the way, staff had a suggestion to add an eighth End regarding staff.
Linkage:
5.1 Discuss posting survey article/results on web
Discussion:
Michael: I don’t feel all that passionate about this. The article and results don’t seem sexy. I don’t know that it’s necessary to post this on the web.
Kevin: Can we just have the member linkage committee deal with this?
Michael: Yes
5.2 Discuss what the Board wants to do, if anything for the grand re-opening
Discussion:
Julie: We don’t have a permit yet. So, we will not be doing a September re-opening. We can assign this to the member linkage committee.
Steve: When do we expect a re-opening?
Eric: I don’t know, we are re-submitting our request for a permit this Wednesday. We’ve decreased the number of additions: we will add the (former) Credit Union space to the Co-Op, but will not be adding additional square footage. It normally takes the city 6 to 8 weeks to go through plans and allow a permit; but they’ve already seen everything and now there is less of an addition. I anticipate a permit in three weeks. Once we have a permit we can order check stands which take 12 weeks, but which are an overnight install.
Kevin: Can we help out with these issues with the city?
Eric: That’s my strategy if the city seems unreasonable.
5.3 Action Plan GP9 Implementation
Discussion:
Stacie: I Wanted to highlight 2 things from this action plan.
1. There is a standing agenda item for directors to post any Co-op related meetings they have with any officials.
2. We need to report on board activity and choices at some interval. I’ve suggested quarterly reports. Do we want to have each Director draft a paragraph long report? Or ought Nathan draft these?
Julie: I think it should come from the board with Nathan as a shepherd.
Doug: Just a note: if you pick say October to give your reports, they’d be due for the newsletter in September, which means you’d be drafting them in August. So, it’s not an immediate newsletter.
Board Continuity
6.1 Elect officers
Julie Cross nominates Steve Reynolds as Board President, Stacie Hartung-Frerichs as Board Vice President, Julie Cross as Board Secretary and Corresponding Secretary, and Janie Booth as Board Treasurer and Technology Secretary
Seconded: Desmond Jolly
Motion carried unanimously
6.2 Assign directors to monitor policies
Julie: New directors pick one policy to monitor; old directors pick two. I’ll type this up and send it out.
6.3 Charter Task Forces
Discussion:
Julie: Should we delegate The Bylaws task force to Eric?
Stacie: If we delegate to the General Manager will we get to review?
Eric: Yes
Michael: I would like to remove Food Ends task force; it completed its goal.
Kevin: (Re: the Member Linkage Task Force) at the retreat there was a lot of discussion about bringing in members to rewrite the Ends policies. Is that your understanding as well?
Julie: I have difficulty in endorsing surveys as the sole means of member linkage.
Kevin: We could propose an Ends policy taskforce.
Stacie: I see it as two task forces. I want to get member input on the ends, but I don’t want to lose sight of the fact that we want to link with the members. The member linkage seminars at CCMA were not focused on the Ends.
Julie: Kevin would you like to charter a task force?
Kevin: Yes. Let’s tackle budget and timeline and then figure out how to bring in member thinking into Director’s ends. Let’s name it the Ends Linkage Taskforce.
Stacie: Let’s not lose sight of these task forces: February retreat task force, July retreat task force
Julie: 8 and 9 are placeholders.
Audit Task Force
09-10 Lead: Jack
Membership Linkage Task Force
09-10 Lead: Julie
B11 (renovation) Task Force
09-10 Lead: Janie
09-10 Lead: Stacie
09-10 Lead: Janie
Motion: Stacie Hartung-Frerichs moves to accept the Task Forces as read
Seconded Julie Cross
Motion carried unanimously
6.4 What worked in recruiting Directors?
Discussion:
Michael: Teddy is the only person I talked to who made it. Was the tabling the hook or would you have run anyway?
Teddy: It was about talking to multiple directors and past directors. Talking with you [Michael] I knew I wouldn’t get the rosy view, and I got all the details from my friends.
Michael: What prompted you to run? How were you recruited?
Kevin: Is this what we want to be doing at this time? If we do a Nominations Task Force, we could present this data to the board instead of gathering the raw data right now?
Steve: Maybe we need to look at this on a retreat. Do we want a nominating committing or do want to do this ad hoc? We should be looking to recruit people for specific task forces.
Michael: We need to normalize this process.
Janie: We talked about the nominating committee a lot and the previous committee didn’t want it. We need to talk about it first.
Kevin: Maybe we recruit by bringing people into task forces, and then inspiring them to run for the board.
Doug: If the board doesn’t do it, then it falls to staff.
Julie: Task forces may be an effective recruiting technique.
6.5 Election Report
Discussion:
Stacie: questions?
Julie: when we talked about the potential conflict of interest we talked about rewriting the policy?
Kevin: I would be willing to do it.
Motion: Janie Booth moves to accept the election report
Seconded Steve Reynolds
Motion carried unanimously
6.6 Board Training – Evaluation (What further training is needed?)
Discussion:
Kevin: Financial training is open to any board members. Let’s set a time for a meeting?
Steve: Can we do this by email?
Kevin: Okay. Does anyone want a tour of the store?
Eric: Just email me.
Kevin: When the time for the store tour is decided, please email the board. There will be Ethics training in September and Julie will send out a document about Roberts Rules of Order. Board Process is consent calendar item 7.7; I want to pull that and discuss it in September. Questions?
Janie: Julie and I thought it might be exciting to talk about visioning; bigger picture, beyond Policy Governance. What have other co-ops done?
Desmond: Retreat.
Julie: It’s more of a retreat than a training session, let’s email back and forth.
Consent Calendar
Presented: Consent Calendar Items
Retained by unanimous consent:
:
7.2 Accept May 2009 Minutes
7.3 Annual Meeting Report
7.5 Task Force Report
7.6 Resolution to reset absences to zero
7.8 Report on late staff reviews
Removed by objection:
7.4 Monitoring Chart,
7.7 Revise Administrative Policy to include absence procedure (to be removed and discussed individually)
7.9 Corporate Letter to the Secretary of State
Motion: Julie Cross moves to adopt items 7.2, 7.3, 7.5, 7.6 and 7.8 of the consent calendar Seconded: Kevin Wolf
Motion carried unanimously
Julie: We should talk about 7.7 in September. If we could adopt the absence policy tonight, that would be good.
Kevin Wolf moves to adopt section 3 of 7.7
Julie Cross seconds
Motion carried unanimously
Discussion on the remaining sections of item 7.7:
Kevin: “Members are welcome”. Our members can talk more on subject than our board members can. They get the first five minutes and then can participate throughout. I would like to amend this to allow a member to participate after the first five minutes only as a point of clarification.
Janie: We spoke about this at length at the retreat. I don’t think that member comments are interrupting us.
Julie: These rules were put into place because members were interrupting us. I’d be delighted to limit their amount of conversation.
Janie: How would you enforce this?
Kevin: Publish it on the website and go over it with the ground rules.
Michael: This would also affect staff member-owners like Beth and Doug.
Kevin: The staff would be there are resources to the board, and they would still have the right to answer as members.
Steve: We’ve always been free to ignore Doug. I haven’t noticed that we’ve wasted a lot of time listening to senior staff members like Doug, Beth, and Kenna. I don’t want to discourage members from attending and commenting.
Julie: I would suggest that there are pros and cons on both sides. Kevin should take a whack at language. Are you also willing to take a whack at the part of the policy regarding elections?
Kevin: yes.
Wrap Up
Meeting evaluation
Stacie: Maybe we could each write a comment about the meeting and the facilitator will read them starting next month.
Next Meeting –
Facilitator: Julie Cross
Time Keeper: Desmond Jolly
Recorder: Nathan Milos
There being no further business to come before the meeting, it was adjourned at 9:48 p.m. by a motion made by Julie Cross, seconded by Michael Ulrich, and passed unanimously.
/s/ Julie Cross, Secretary
__________________________________ ______________________
Secretary, Davis Food Cooperative, Inc. Date Approved
Approved – August 3, 2009