June 1, 2009 minutes
DAVIS FOOD COOPERATIVE, INC.
BOARD OF DIRECTORS
MEETING MINUTES
June 1, 2009
Notice of Closed Session
A special meeting of the Board was called to order by President Doreen Pichotti at 6:06 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: Julie Cross, Darius Pazirandeh, Doreen Pichotti, Steve Reynolds, Michael Ulrich, Kevin Wolf
Directors Absent: Janie Booth, Stacie Hartung-Frerichs, Danyal Kasapligil, Russell Snyder, Jack Young
Staff Present: Eric Stromberg
Reviewed advice of counsel regarding election issues.
Discussion of real estate matters..
6:40 Eric Stromberg departed
Kevin moved that the Board execute the Employment Agreement with General Manager Eric Stromberg. Steve seconded.
In favor: Darius Pazirandeh, Doreen Pichotti, Steve Reynolds, Kevin Wolf
Abstained: Julie Cross, Michael Ulrich
Motion carried
The closed session was adjourned at 6:50 p.m.
.
Call to Order
The regular monthly meeting was called to order at 7:08 at the Davis Food Co-op Conference Room, 620 G Street, Davis, California, by Doreen Pichotti, President.
Roll Call:
Directors Present: Janie Booth, Julie Cross, Darius Pazirandeh, Doreen Pichotti, Steve Reynold, Michael Ulrich, Kevin Wolf
Directors Absent: Stacie Hartung-Frerichs, Danyal Kasapligil, Jack Young, Russell Snyder
Staff Present: Kenna Krueger, Doug Walter, Eric Stromberg, Beth Tausczik (arrived 7:12)
Guests Present: Teddy Consolacion, Sam Citron (arrived 7:15)
Roles:
Facilitator: Doreen Pichotti
Time Keeper: Julie Cross
Notetaker: Luis Sierra
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).
Announcements:
Julie: Sent out co-op calendar to directors. This coming Sunday is Camping Day, which is a good day to meet members.
Darius: Resigning as of July 1.
Julie: Please send a letter stating such.
Doreen: Thanks to Luis, who is also resigning as board administrator due to other job commitments.
Consent Calendar
Presented: Consent Calendar Items
Retained by unanimous consent:
2.1.1 Accept May 2009 Minutes
2.1.2 Thank you and extension of discount to outgoing Directors, with a change of Russell to Steve
2.1.3 Accept revised 09-10 Board Calendar
2.1.4 Renovation Loan Status Report
2.1.5 Lot Line Status Report
2.1.6 Task Force Report
2.1.9 Facilitation Report
2.1.10 Motion: Excuse Directors Hartung-Frerichs, Pazirandeh and Booth from the May meeting and Young from the June meeting, with the addition of Hartung-Frerichs and Snyder to June
2.1.11Report on Recruitment of Director Candidates
Removed by objection:
2.1.7 Monitoring Chart
2.1.8 Annual Meeting Report
2.1.12 Motion: Revise B12 – Store and Food to add “GMO-free” to the list of food criteria in Ai.
Motion: Julie moved to adopt the consent calendar as amended
Doreen seconded
Motion is adopted unanimously.
Agenda Review
Amend Agenda by:
Moving original agenda item 2.1.7 Monitoring Chart to New Business
Moving original agenda item 2.1.8 Annual Meeting Report to August agenda
Moving original agenda item 2.1.12 Motion: Revise B12 – Store and Food to add “GMO-free” to the list of food criteria in Ai. to 4.7
Adding agenda item 8.2 Motion: Approve $5000 investment in Equal Exchange
Adding GP8 to agenda item 4.6 GP5 Board Task Force Principles – Policy Revision– Second Reading
Moving 4.5 GP9 Trusteeship and Relations to Members – Second Reading to August agenda
Motion: Julie moved to postpone agenda items 4.2, 4.3 and 4.4 to August.
Janie seconded
Substitute motion: Doreen moved to keep 4.4 and move 4.2 and 4.3 to August.
Kevin seconded
In favor (Substitute Motion): Janie, Darius, Doreen, Steve, Michael, Kevin
Opposed: Julie
Motion: Julie moved to adopt the agenda as amended
Doreen seconded
Motion carried unanimously
Reports
Eric: Happy with interpretation. We say we are “A” leader. In interpretation I use THE because I think we can be. Listed Rainbow, Sunshine (St. Helena) and others as stores to visit. We have a good relationship with Sunshine. Benchmarks: not specific. Pt#6: don’t have numeric goal because POS isn’t sophisticated enough. We’re replacing that system in a month.
Beth: It will take 1 year to collect data.
Steve: Don’t we know from payables?
Eric: Yes, but we have thousands vendors.
Beth: Services aren’t separated out. First 4 or 5 months will bring in previous data, then bring in new data.
Eric: #5: need to start from somewhere Coop grocer magazine had an article about setting a benchmark first, not setting the benchmark before you start.
Steve: Maybe you could start with an educated guess for how many vendors we have. We do use a lot of local vendors.
Eric: We want to build in when we identify vendors as local, then we ask what % of sales are local.
Beth: We can do small portions of the store at a time. Search by zip code. Becomes daunting when you buy through distributorship. Where we buy through a distributor, we have to track each SKU.
Eric: #4 Education and outreach: It’s the most subjective, but it’s the one we can compare ourselves because we can share info with Raise the Bar. Can’t share specifics from stores. Can compare to aggregate in our chapter. That’s real data.
Doreen: I noticed that you translated A to THE. I’m glad that was intentional.
Eric: Raise the Bar stores have a high opinion of what we’ve accomplished.
Doreen: #2 doesn’t match benchmarks
Eric: Survey would do that.
Doreen: It’s great that you pulled benchmarks and metrics for this. “Evergrowing” and “loved” are two separate goals and metrics.
Janie: Foodshed idea: is it reasonable to compare Woodland market? Those people would never consider coming to this store. Would it be better to pick out similar stores?
Kevin: It’s just about comparing store to store.
Darius: interpretation is reasonable. You all know that I don’t like these. You define foodshed as local. I know a watershed has geographic markers. Is the board comfortable with that type of interpretation? Some things sound like means. I don’t know that is that what the board wants is the best store or that we serve our community? I think its important to compare.
Eric: “Local” and “foodshed” are the same definition b/c we put a lot into educating staff. Taking this end to the employees is easy.
Kevin: we didn’t need to have a detailed description of the end. Each part below is a subset. Let’s define what the foodshed is: 100 miles. You define grocers, but you’ve selected a subset of grocers. Raley’s and Nugget aren’t in the list.
Eric: I picked stores as an example.
Kevin: You don’t consider Nugget a leader.
Eric: When St. Helena said “heart and soul’, they mean deeply rooted in community. Not excluding Nugget.
Kevin: When I ask people why they don’t shop DFC, they say they go to Nugget. I encourage you to add them to the list.
Eric: The intent was not to have an exclusive list.
Janie: I honestly feel that way too.
Doreen: Do we want to compete?
Kevin: In benchmarks, I want to see how you measure membership growth. New members? Some people pay, leave and don’t discontinue membership. Sales growth: how do we account for inflation? Customer counts do that. Hard to see that we’re actually increasing our sales. Education/outreach: want to see something more statistically valid. I want to see something that addresses people who drop out. Last: #6- why would conventional be added in there? I understand the others. I don’t think we should be the best in carrying that.
Motion passes unanimously
Steve: I’m a fan of conventional foods. It’s balanced. I hear competitive analysis. I’m optimistic about POS. We have members, but do they shop here? We’re in a no-growth community. If it’s a competition with outside stores, it’s good, but comparing us with local stores is important.
Julie: Best doesn’t mean broadest in conventional. In education to people with low incomes, that’s important.
Eric: Best conventional means not selling inesterfied oils. I want to serve something better.
Julie: Nugget won’t include us in their basket comparison. Only compare to other national grocers.
Darius: Who are we supposed to be serving? Some people are leaving. There should be a natural coming and going. It seems like the conflict is about trying to please so many people. If we’re going to do something, it’s to retain as many as possible. It’s not clear what we’re trying to do.
Doug: The board has been provided with different levels of data about membership. Over time, it’s changed what’s asked for. Kevin said that more people are paying their 300 and not taking it out…
Kevin: Not what I meant to say.
Doug: If you can articulate what you want, then we can help you get the data you need to the extent we can provide it.
Steve: The better information you get the board, the more questions we’re going to have.
Doreen: Jack wants to ensure a member-owner who is not a director is on task forces. Did it through GP5 and GP8. I think it burdens us. I want to make our best effort, but sometimes we can’t get a director on them. Jack thought it would be a nightmare to monitor. I don’t think so.
Julie: On another board I sit on, our bylaws require mandatory committee structures. Not a fan of that.
Janie: Our policies are full of shades of gray. It seems like it’s setting up the task force for failure.
Michael: I agree
Darius: Each task force should have an implicit directive to recruit. Should be made explicit. Someone said ‘best effort’ and that would mean being in compliance. I think it’s important to put in here in writing. Prop 3 addresses alternative directors. This would address it.
Doreen: Julie made a point about having members on Task Force because they aren’t up to speed in Policy Governance. I’d like to require that everyone is up to speed on PG.
Julie: In GP5 you can add that to what’s already written in.
Steve: I think we should really encourage people by not adding up a lot of requirements.
Doreen: I’m speaking from personal experience.
Kevin: Thinking of member linkage issues: Do we require regularly scheduled meetings? Do people know how? It would be better to publish a month in advance, but then you do get people coming the meeting. Maybe better to train directors on how to deal with people that don’t know Policy Governance.
Doug: There’s a gap in member education. Maybe we need Policy Governance University. When I think of 2 people who participate in a Task Force, not because they don’t know Policy Governance, but because they’re disruptive. The point of TF is to help get some work done. We need to have some support.
Doreen: David Ball’s slide show could go on the web. It belongs to us so we can do it. It shouldn’t be up to the Task Force lead to recruit. It’s up to the board: put on the web. Past directors should go on Task Force. Requiring Task Force meetings is another burden, but something to strive for.
Darius: Why don’t you just set up the Membership Linkage Task Force to recruit and train people to get them up to speed? Set up a Board Continuity Task Force. They would do some of the training.
Kenna: The notion of members needing to get up to speed is disheartening. People speak English, have good intent and should be able to express that and directors should be able to translate it into Policy Governance. They should be encouraged. I’m pretty shocked to hear this discussion.
Doreen: I’m speaking from experience; I’ve thought the same. We need to have 2 separate Task Force meetings. One casual and one that handles policy recommendations. They want to be involved in developing policy. I don’t want to discourage participation.
BGM4-Monitoring and New versions
Doreen: Will be monitored in August
Darius: I was trying to make this an explicit procedure for accepting monitoring reports. Do an annual evaluation of GM. Look at compliance/non-compliance. Some yearly feedback.
Kevin: revision: consultants think the GM needs to be good at interpretations and benchmarks. Way of evaluating GM. How often do we need to send things back? If not coming back to us in a way we want, then it becomes part of the GM evaluation. This says we monitor benchmarks, not about how benchmarks and interpretations are done.
Janie:
example: 6 sets of benchmarks sent back to us 4 times and one sent
back only once.
Kevin: If board rejects 3 benchmarks, then 4th
time is recorded.
Janie: What about dissension among board?
Kevin: My understanding is that standard is 3 readings. I suggest it be 3 readings.
Janie: It seems like that our conversations here about disagreements.
Darius:
BGM4 organizational performance is how we evaluate. If we’re not
understanding each other, then maybe something else needs to
change.
Julie: I think you need language that is less focused on
benchmarks; more focus on interpretations.
Kevin: My assumption is that interpret/benchmarks
Julie; We never agreed to use 3 readings rule for GM reports
Doreen: only for policy revisions
Beth: It’s supposed to be aspirational. 3 readings leads GM to go for safer benchmarks, not for what pushes envelope. Think of 3-5 years in your benchmarks. If I could do it in 12 months, it’s not big enough.
Doreen: We only have 1 year benchmarks. We don’t want to discourage GM from being flexible. I’m glad to hear you’re interested in 3 readings, not first. Don’t want to discourage from brainstorming.
Steve: I don’t think we want to discourage dialogue. There’s good going back and bad going back. When we evaluate GM we’ll know.
Darius: When we do the yearly evaluation, you can go through minutes. The 3-5 years thing, our board policies don’t say anything about PG. It needs to say 3-5 years in our policies.
Kevin: I thought that was a 1-year framework.
Beth: Monitor what we put on ad and which met criteria for healthy food. I picked things that were extreme stretches.
Kevin: Last month Eric spoke about writing reports vs. being a grocer. It’s not writing ‘reports’. It should be measurable. The information should be vital. It’s what we want out of the GM.
Beth: Hate to get stuck in a situation that was so intense that it would be best to get something simple as opposed to stretch.
Janie: Maybe we picked poorly worded ends. Not happy with policies, not happy with benchmarks, etc.
Beth: Would like to see a system that incorporates flexibility
Darius: For instance, if Eric resigns and we get a new GM. A new board wants a pool, but GM is running a good job. We’re supposed to be able to expect is a GM that understands of PG.
Kevin: I think we run this through the retreat. What do other people do? If it’s not in BGM4 then we can’t bring it into evaluation at all.
Kevin: This is one of the top issues that I want to bring forward.
Julie: This is binding us instead of serving us. Go with simple language, like “Consistent failure to provide board with usable benchmarks and interpretations of ends as recorded by minutes shall be used in evaluation of the manager.”
Eric: What if policies are so poorly written that interpretations can’t be written?
Julie: I suggest you add into the record that you don’t believe that the policies are well written.
Recess at 8:37; reconvene at. 8:54
Janie left
B12– Store and Food
Julie: Pulled it b/c I wanted it better defined. What do you mean GMO-free? Manufacturer claims it’s not GMO, can’t possibly have GMO ingredient, 3rd party verified?
Mike: Other criteria in Ai are not defined to the level that Julie suggested. Staff can define the standard.
Beth: We define those terms.
Motion: Julie moved to adopt revision to B12 (a)(i)
Mike seconded
Motion passes unanimously
Strategic Plan:
Eric: Market study from CDS is done. Will be on August agenda. Dave Webb and Baja have begun meeting. Marketing plan is key part of strategic plan. Have plan for Zingtrain. Ends statement and turn that into a strategic plan meeting. Will help set up a process.
Kevin: You’re using policy ends statements.
Eric: Will guide it.
Kevin: Many are written as means statements. Decided not to pursue it.
Eric: What we have is what we’ll work with. It’s about building a process.
Doreen: Look to results in August
Doreen: Final article that is being submitted to Choices. Great article, but long. Recommending charts and graphs to be included. Good way to demonstrate survey results. Potential for future articles. Supposed to be posted on the web.
Doug: Will be in pdf of newsletter. Did you want something else?
Doreen: Full results available?
Eric: Don’t see why we couldn’t.
Julie: I would consider that a trade secret.
Eric: But there is specific demographic info we ask about. Need to think about it.
Doreen: What if someone asks for it?
Doug: Give full interpretation. It would be good to think about it. Chop up report.
Eric: Full disclosure is not complete disclosure. Demographics are not something I want to share with Nugget.
Doreen: One of the criticisms is that it was 70% women.
Eric: 3 years ago it was the same.
Doreen: No other way of knowing?
Eric: Randomly mailed survey previously. Holds in our industry and in co-op world. Skewed higher for male than other stores.
Doreen: Dave said it was skewed, but it does represent our actual members. Didn’t want to put out article that implied something that wasn’t necessarily true. Want to see error margin.
Eric: Dave’s message was that because it was self-selecting, it wasn’t random.
Doreen: Next we’ll mail people to announce the survey.
Eric: Survey we did via mail, fairly low number were younger than 30 and this time it was more that were younger than 30. Did we do a good job?
Eric: If we did a mail survey, will that bias against younger?
Darius: Members and member-owners are different populations.
Julie: Let’s table this until August.
Status on Board Training
Kevin: On July 25 morning we’ll do a general Policy Governance review. Then tackle on a broader range using issues directors feel are important. How to do interpretations of benchmarks? Policies that affect ability to do rebates. Saw examples from 2004. Didn’t think we need facilitation, but it seems that we should get more training on facilitation for Task Forces. Kenna on financials. Tour of store. Look at and say what we want to do.
Julie: I suggest sending that list to entire board. I don’t want to wait until Sept. to do Robert’s rules.
Kevin: If they’re going to go out to task force, then they need training.
Steve: Meal the evening before?
Darius: Should have social.
Doreen: The retreat should include a meal the night before.
Julie: Could cook in teaching kitchen.
Doreen: Need to pick restaurant. Also invite outgoing directors.
Kevin: Will put in memo that there’s a dinner the night before. Steve will check to see if he can get his home.
Monitoring chart:
Doreen: Need row for E3. Add new ends. Those will be blank. BGM4 is not monitored.
Darius: Do it in landscape. Add more rows for upcoming years.
Kevin: Ends will have new rows. When did we do interpretations and benchmarks? We know food in March, for example.
Doreen: B12 is new. Have date of acceptance. Supposed to have date of last policy revision.
Equal Exchange:
Equal Exchange is a worker owned coffee co-op. We can’t be a member. We co-ops invented fair trade. They want to link the two in a marketing campaign. Includes pricing and marketing for partners. Buy preferred non-voting shares with about 3%. Better rate than Certificate of Deposit.
They would come for a full day meeting. They have basic concepts such as farmer-direct tea. Not just fair trade brokers. Doesn’t mean employees are treated well, only owners. They’ll send tea to members of our co-op.
Eric: I’m allowed to buy shares when doing business with them requires it, but this is a gray area.
Beth: Fly out and train all of our workers about fair trade and what farmer direct means. Allow them to go out and act as emissaries. Other linkage activities: send one of our members to one of the farms.
Eric: They aren’t offering this to stores that aren’t co-ops. Link co-ops with fair trade.
Kevin: we support co-ops, so I look at it the same way as OV. The rest is icing on the cake.
Darius: If we didn’t do this, we would be paying off loan with that money.
Sam: Is there a registration? Directors should read it.
Kevin: If it was a larger amount and to another business.
Julie: We can reasonably rely on staff to perform due diligence on this type of thing.
Doreen: What other co-ops might complain? Would it seem exclusive? Want to be sure we know what we’re going to get out of it. Is it a sales tactic? How lucky it is for them to be able to come and talk to our staff and turn them all into sales people for their product. By when do you want this decision?
Eric: Before August.
Doreen: Is Pachamama going to be offended?
Eric: They won’t be offended.
Doreen: If Pachamama asks us for the same, would we do it?
Eric: Look at it on a case by case basis.
Beth: They offered for us to preview a training. It’s not branded training. Education around fair trade.
Julie: Have had trainings from Frontier and Spectrum. If other co-ops, like OceanSpray, Sunkist, etc., offered us a similar deal we’d certainly look at it.
Motion: Doreen moved that we approve a $5,000 investment in Equal Exchange
Darius seconded
Next Meeting –
Facilitator: Steve
Time Keeper: Mike
Recorder: TBD
There being no further business to come before the meeting, it was adjourned at 9:40 p.m. by a motion made by Doreen, seconded by Kevin, and passed unanimously.
__________________________________ ______________________
Julie Cross, Secretary Date Approved
Davis Food Cooperative, Inc.