April 2014 Approved Minutes

DAVIS FOOD COOPERATIVE, INC.

BOARD OF DIRECTORS

MEETING MINUTES

April 7, 2014

Call to Order

The regular monthly meeting was called to order at 7:02 pm at the Davis Food Co-op Teaching Kitchen, 537 G Street, Davis, California, by Bija Young.

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

Directors Absent: None.

Staff Present: Doug Walter, Beth Tausczik, Julie Cross, Laura Doyle

Guests Present: Sandra Schickele, Yomi Fashoro, Joan Randall, Laura Kopp, Ben Pearl, April Kamen, Vincent Ortiz, I’talia McCarthy, Gretchen Muller, Edward Diggs


Roles:
Facilitator: Bija
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).

1.2
Member-Owner comment period

Joan Randall:
Greetings, My name is Joan Randall, share holder #06058.
Past board member (2001-04) and chairperson (2004-06)
In 2010, I withdrew all but two of my shares. Beginning last month, I am again a full share member. Here is my story:
In the March 2010, coop newsletter, the article (letter) signed by Eric Stromberg and Julie Cross, “The Coop Boycott Policies” was one example of how senior leadership propagated and supported bullying. In short, the article begins with the first paragraph by telling share holders who want to implement the then existing DFC boycott policy that their desire to so do is part of the 1970 “baggage” that they bring into present time. It ends with a mighty slap, “After all, even people born in the seventies have to change and grow in the new century.” Argument and opinion was sandwiched between these two ad hominems.
I recoiled. I wrote a draft response to Doug Walter, requesting money in lieu of DFC shares. I cc’d this to the DFC Board and the Enterprise letters to the editor. Before I pressed send, I asked a fellow long time DFC leader to give it a read; I was given a reason to slightly chill my jets. I sent no letter; I withdrew all but two shares: I kept my member number.
When I heard that you had made a determination that the DFC needed to seek new operations leadership, I felt some hope that the dynamics in the store would change and the culture of cliques and bullying might be abated. I bought back my shares.
I also sent a draft letter to Stacie encouraging the current management, i.e., the Chair and the Board, to quickly make visible changes that spoke to the share holders that we were going back to founding values of real customer service and walking our talk of mutual respect. For example, perhaps the wisdom of our GM’s 2006 liberal contract compensation package might need to be revisited and redesigned so that the rank and file compensation is not left in the dust where it now is currently stalled.
I could say more, I already did- get Stacie to share my draft with you.
Oh yes, one more thing. Thank you so very much for your service. Please know that I know how extremely difficult it is to do the right thing and get punished for it anyway.
Thank you. And Cheers

1.5
Announcements

Zoë: The next member owner meet and greet is on April 24th here in the Teaching Kitchen; I hope some of you are able to attend. There will be the GP monitoring surveys sent out shortly after this meeting as we discussed at the retreat.


1.6
Safe conversation with Top Leadership Team

Diane: I was very impressed with staff during transition meetings we had with them. It will change the way I operate as a board member and I didn’t expect that. I really valued their opinions.

Beth: Thank you. I am super proud of my co-workers here at the co-op and I will communicate those sentiments back to staff.

Ed: We have these great Thursday night BBQs. Last week I came by a little after six and we were already out of tri tip. It’s really a success and is a great way to build community.

Beth: We have filled up the smoker to capacity with tri tip so we will be reconsidering how to do this. We have also just today started doing a Monday night BBQ where we are grilling chicken wings and selling them as a plate with coleslaw.

Zoë: I wanted to discuss the financials Kimberly sent. There was a real jump down in sales but it was a short sales period so I wonder if that had something to do with it.

Beth: It was a shorter period, yes. We had made a conservative budget decrease of 2%, but performance didn’t meet that. We spent twelve months preparing for Whole Foods and at first we were doing very well. But they have tooled up and maybe our competitive edge has slipped.

Stacie: I just wanted to point out that the 5% decrease was actually normalized. So the shorter sales period is not a factor.

Ed: Equipment and supplies is $10,000 over budget. Is that the beer case?

Beth: We put a down payment on the patio work and on the beer cooler, but the full price of the cooler will be on the next financial. We will also see the rest of the patio work on the next report.

Ed: Ad and branding, that’s down a lot. Shouldn’t we be advertising more to help increase sales?

Beth: The ad budget increased from last year; we are holding back on ads at Paula’s suggestion while we reassess.

Julie: We are still doing everything we had been but just not anything new.

Ed: Charitable donations are also $10,000 over budget.

Beth: I will report back about that, but I believe donations for the year are under budget.

2.0
Agenda Review

Stacie: I would like to add 10 minutes to the GM search update and add a discussion on the minimum wage initiative as item 7.15.

Stacie moves to adopt agenda as amended
Zoë seconds
Motion passes unanimously


4.1
Review of Staff Survey Results

Beth: Everyone has a copy of information staff got about the survey. There is a list of recommendations from Carolee. We are working on them so I can address each of these or take questions.

Zoë: We’ve all been in meetings with staff but we didn’t talk about this specifically. What has the discussion with staff been like?

Beth: We have mostly had general topic conversations. I will go through the recommendations and speak to how we have been working on them. The first suggestion is “Revitalize Open Book Management”. We have formed small group to work on this. It is composed of management, line staff that attends the open book management meetings and line staff that does not. We have had two meetings so far and are analyzing what we have done that has worked or not and barriers to attendance. We will also be revisiting our lines and deciding if we should add or retire anything. Departments have also been meeting separately. We are going to try and switch those departmental meetings to Tuesdays.
The next recommendation is to “set the metric for when raises will become affordable again.” In my discussion with Paula it looks like we are about 2 weeks away from an analysis for the wage thaw.
Management team needs to own the survey results”: originally I planned on [each department manager having a] management meeting with their teams and me to review their charts. Paula suggested we do it in a larger staff group. Most important is that the managers take personal responsibility for fixing these problems.

Stacie: Have you thought of how you would measure that?

Beth: I am not sure how we do a metric for this

Stacie: Knowing what you are envisioning and having a timeline is important to meeting those goals.

Beth: I took the Zingerman’s approach to accept the past and have plans for the future. It’s important that staff feels like there is hope. The suggestion to resolve marketing vs. operational conflicts is really on my back burner. At several times there were some real miscommunications, how to up sell pies at Thanksgiving and a few other occurrences. Managers have said there are really no problems right now.
Provide supervisors ongoing support in how to give constructive feedback and take appropriate corrective action”: we have done two waves of supervisor training with Stephanie Merriman and last week did a condensed training for clerk 3, MOD and assistant managers. We have been using this simple chart to talk about supervision and also have cards for steps to discipline. We are really working with each other on personnel policies.
Keep working on consistency in upholding work standards between departments”: this means ensuring supervisors are applying training and having an HR structure that supports consistency.
Get evaluations back on track:” we have gotten info from Paula and Stephanie about evaluations. Carolee says it’s important to prioritize, to communicate to staff that we have standards and that those standards are being followed. Keiko and I have a web talk with Carolee this week to discuss this.
The staff ideas program is in place; Julie Loke has already started training people on it.
Involve staff in developing a conflict-resolution procedure” – this is the second topic on our list for Carolee this week.

Desmond: Given the depth of the issues is systemic and will take a long time to correct I would like to see metrics and a timeline. It will be easier to follow and see goals.

Beth: I can put that together by the June meeting.

Diane: I wonder if the board wants to have this as a standing item every month. I would hate for us to lose track of it, I feel it is very important.

Stacie: This is one of the items on Beth’s report to the board, so when we get to that we can see if that fulfills what you are talking about.

4.2
2nd Reading: Staff End

Desmond: The treatment of staff task force has had a number of meetings and has met with staff. We submitted a staff end in February for a first reading. We think it is timely and can be measured.

Zoë: I think it’s great. I know it was longer before and I am glad that it has been cut back.

Stacie: I am glad you found something that is measureable and concise.

Desmond: If there are no more comments we will bring back as third reading next month.

4.3
2nd Reading: B2 - Treatment of Staff

Desmond: There are lots of areas of concern. We tried to address many of the points that came up in the staff survey.

Stacie: One of the things we learned at the retreat was about the standard policies provided by CDS. Did you compare this policy to those?

Desmond: No we did not.

Beth: I want to make the comment that this seems to come from our failures and challenges, but is there a way to make this more concise or specific? It seems like a store running well shouldn’t have to report on so many things.

Desmond: We had a policy that gave a lot of latitude and you know what that led to. The board can revise this in a few years to allow more latitude. Given the concerns we have heard from staff we need to take action.

Janie: It’s very easy to add policy, but very difficult to remove it. We didn’t have an HR audit for years and years so I wonder if that might address a lot of these issues.

Zoë: I would be in favor of making this more concise – I am not against anything in here but it could be hard to report on. I think looking at the CDS policy standards would really help, too.

Diane: I will review this in relation to CDS.

Desmond: I think the board should look this over and give us responses and feedback over email.

Stacie: Be sure to give your feedback within a week or so. That way the task force has time to meet again before presenting a third reading.

4.4
Draft GM Report to the Board

Stacie: Just to remind the board, when we met and asked Beth to be interim GM we realized we couldn’t monitor as we had, so we created a report template. Beth used that template to create this report. I wanted to get these to you and see if you thought it was a good format.

Scott: Thank you, this is some great work. It’s a tough time and we have to be as open as possible with the community.

Zoë: I think the level of detail is great, informative without being too intricate. What is PCI compliance?

Beth: It means that we meet security standards. For example we are going to need to upgrade the pin pads and we will be upgrading all the computers when XP stops being supported later this month.

Zoë: I think it would be great if we thanked Paul Cultrera for donating Stephanie’s time to us.

Desmond: When did the HR audit happen?

Beth: The same day you separated from Eric. Carolee worked with Keiko one or two days.

Ed: Customer service satisfaction seems to have dropped during the transition. Could you speak to that?

Beth: Our metric had been 98% satisfaction. During transition we dropped to 79% but now we are back up. The way we get this number is a mystery shopper buys something, observes the store and the staff. It is very even handed.

Diane: I see interesting numbers but no treatment of staff metrics.

Beth: What things that are measureable would you like me to report on?

Diane: Perhaps the three things you said were top priorities: wage thaw, evaluations, and transparency. You could just report on any small steps taken.

Stacie: We could just add another category for staff survey work where you report on any progress.

Beth: The reporting back to you could just be “continuing to meet with Paula.” There may not be that much that changes month to month. Is that alright with you?

Diane: Yes. And one day it will say “made a plan with Paula.”

Zoë: I think once we have a timeline it will give us a better view of what you re reporting back on.

Break at 8:13- 8:25

Stacie: There was a request to move the GM task force report earlier so our guests could be here.

5.6
GM Search Task Force Update

Stacie: The task force has been meeting every Friday at 9am. We have been working with Carolee every meeting via Skype and email. As soon as the board accepts these ads we will put it on the website. The preamble of the job description on the long ad talks about policies really governing GM interaction with the board.

Zoë: Carolee has read over the preamble. We want to be cautious we monitor the new GM with policy and not by the job description.

Desmond: Why do we have the physical requirements?

Zoë: I based it off of other job descriptions from co-ops that don’t use policy governance. We don’t have to keep it in but Carolee thought it was a good idea.

Ed moves to accept job description
Scott seconds
Passes unanimously

Stacie: In the ad, under desired qualifications, Babak added the ones I highlighted.

Desmond: I really like them.

Janie: Why did he suggest them?

Stacie: He has worked with us for 8 years, he did make a note that he hoped he wasn’t stepping over a line, but that he felt that his additions were applicable.

Ed: I feel like it fleshes it out a bit and makes it more rigorous.

Zoë: Carolee suggested we put a link to the website instead of the email.

Janie: I think that any qualified candidate would go look at our website either way and other job ads just have the email.

Brie moves to accept ad
Diane seconds
Passes unanimously

Stacie: Is there any discussion about the advertising plan?

Scott moves to approve advertising plan up to $1,500 expense
Bija seconds
Motion passes unanimously

Stacie: We also have asked staff to tell us what qualities they want in GM. About 25 staff members have responded. We will prepare those responses for the board and use them for the screening process and in making the final choice.

5.2
Discuss CCMA

Stacie: I would like to ask the board members who would like to go do some research and make a plan for sharing rooms, cutting travel expenses. We have to see if it is in our budget to send everyone who wants to go. Is there someone who would like to take the lead on that?

Bija: I will.

Stacie: Who else from the co-op is going?

Beth: I am going, Julie is presenting and Doug will be there as well.

5.3
Election Update

Desmond: The logistics are in place to facilitate the process. The second step is the candidates; only one has filed so far but I know there are others who just need to file.

Stacie: Personal outreach is very important. If you know anyone who is interested in running, remind them that the deadline is this week.

Julie: It was in last week’s Enterprise ad and also this week.

Zoë: We have been really focused on what is happening now, but we shouldn’t take this lightly, this is the board that will be working with our new GM.

Scott: I want there to be a good team going forward, and I feel bad that I can’t run again. We need some really good people, and I will be fighting for those people. I will help recruit them.

Doug: There are a total of six people who could run and get elected; four board positions are open plus two alternates.

Zoë: If only five people run and there isn’t a sixth write-in candidate what happens?

Desmond: The board can appoint an alternate.


5.4
Annual Meeting Update

Bija: Everything is on track and we will send out another update after the candidates have filed.

Julie: Please hold the date of the annual meeting (May 18th) even if you aren’t running. We need your help.

5.5
FY 12-13 Annual Report

Stacie: We have typically had a financial section, a report on community giving and a board update.

Janie: Is there any way we can change this? We are reporting on Oct 2012- October 2013, and it doesn’t feel very immediate.

Doug: You can’t change it without changing the bylaws.

Diane: But that doesn’t mean we can’t speak to more relevant issues as well.

Zoë: We could report on the last fiscal year and first quarter of this year.

Julie: Beth has already written the fiscal part, you could add to it.

Stacie: Do we want a separate board report about the current situation?

Janie: I just feel like it’s a mismatch, because we are not reporting on our current board year.

Beth: I recommend we report on timely happenings but not on one quarter’s financials.

Janie: People’s expectations for timeliness have really changed.

Julie: The annual report could be a single sided sheet with Beth’s financials. It would be cheaper to produce. But we should look at what bylaws require us to report on.

Stacie: I like the sound of this.

Ben: If the bylaws require us to report on the financials, you could put out something for people to see and discuss a more timely issue at the meeting.

6.1
Consent Calendar
Presented: Consent Calendar Items:

6.2 Motion: Accept February Minutes Laura
6.3 Info: Monitoring Chart Laura
6.4 Info: Task Force Reports (including members & termination dates) Laura
6.5 Info: Cumulative Attendance Report Laura
6.6 Info: Board calendar Laura
6.7 Info: YTD Board Budget Ed
6.8 Info: Corresponding Secretary report Zoë
6.9 Motion: Approve Third Reading B4 Zoë
6.10 B4 Item L: 1st Reading Desmond 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

Retained by unanimous consent:

6.2 Motion: Accept February Minutes Laura
6.3 Info: Monitoring Chart Laura
6.4 Info: Task Force Reports (including members & termination dates) Laura
6.5 Info: Cumulative Attendance Report Laura
6.6 Info: Board calendar Laura
6.7 Info: YTD Board Budget Ed
6.8 Info: Corresponding Secretary report Zoë
6.9 Motion: Approve Third Reading B4 Zoë
6.11 Info: Board Members representing the Co-op Report (events, electeds, service providers, vendors with whom you meet in the role of Director)

Removed by objection:

6.10 B4 Item L: 1st Reading Desmond

Scott moves to accept the consent calendar as amended
Ed seconds
Passed unanimously


Stacie moves to dissolve Quarterly BGM4 Review Task Force, Education Task Force and Member-Owner Capital Task Force
Zoë seconds
Motion passes unanimously

7.0 New Business

7.1 Additions from consent calendar

7.15: Discussion of Minimum Wage Increase Initiative

Stacie: We should discuss what kind of analysis and data we would want for the minimum wage increase initiative.

Diane: Beth, what are you preparing for us?

Beth: I am doing the wage thaw analysis and looking at different scenarios. There is a 6% COLA raise and also the increase when the California minimum wage goes up to $9 an hour this July. There is also the 2016 increase to $10 an hour and the Davis initiative to increase to $15.

Diane: Is each analysis a whole separate process or can you put the various different increases into the same metric?

Beth: We project sales out and a reasonable labor percentage and then project back and figure out how many hours we could afford to schedule at that rate. We will also look back into expense lines and sales and see what we would need to adjust. It’s important to spread the cost over expenses rather than taking it all out from labor.

Zoë: You are talking about shrinking expenses based on sales. Are you looking at increasing prices as well?

Beth: Increasing prices in this competitive market isn’t a great idea.

Zoë: I am just trying to think about some kind of simpler matrix about how we would react to a minimum wage increase.

Beth: We could talk about some of the things we would possibly cut.

Stacie: We are talking about crafting a policy statement by board. For example, if the $15 an hour initiative went through today, these are the things that would change right now.

Beth: We could take our operations costs now and change the pay scale to see what it would mean in wages, profits and losses. It’s very complex.

Janie: The more we discuss this I feel it is dangerous to do a precise analysis in a situation like this.

Ed: They raised the minimum wage in San Jose with dire predictions, but they are doing great.

Brie: Are we talking to other co-ops about the wage thaw?

Beth: Yes I have talked to BriarPatch, they worked a COLA raise in but their sales are growing. I haven’t talked to anyone who has attained this while their sales were decreasing.

Zoë: I think it’s important to remember that we all have opinions on this subject and try to be objective until Beth gives us numbers. I also think it would be good to maybe give a best and worst case scenario if the initiative went through.

Desmond: Would this analysis just be all on you?

Beth: Yes. The hours we hire Kimberly for don’t really have room to do something like this.

Janie: I am getting a little concerned that we shouldn’t put out this statement right now. Since it’s so speculative and we have so much else going on.

Desmond: You are already working on an analysis?

Beth: Yes as part of the wage thaw.

Stacie: Let’s do a straw poll. Do we want Beth to do more analysis on the proposition as well?

(Board indicates no)

Zoë: I think if it does look like it will be on the ballot we should add it back to the agenda for May.

Stacie: What this means is that the co-op is not at this time taking a stance on the possible initiative.

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

Bija moves to adjourn to closed session at 9:29 PM
Zoë seconds
Passes unanimously

Notice of Closed Session

A closed session of the Board was called to order by at 9:30 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: Stacie Hartung-Frerichs, Zoë Plakias, Ed Clemens, Scott Lay, Brietta Oaks, Diane Parro, Desmond Jolly, Janie Booth, Bija Young

Directors Absent: None

Staff Present: Beth Tausczik

The Secretary determined that notice of the meeting was duly provided to all Directors by notice on the agenda published on March 31st 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 discussed a personnel matter.
Beth departed at 9:55 PM.

The meeting was adjourned by unanimous consent at 10:00 PM.


/s/ Zoë Plakias, Secretary

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