August 4, 2014 Minutes

DAVIS FOOD COOPERATIVE, INC.

BOARD OF DIRECTORS

MEETING MINUTES

August 4, 2014

Call to Order

The regular meeting was called to order at 6:30 pm at the Davis Food Co-op Teaching Kitchen, 537 G Street, Davis, California, by Bija Young.

Roll Call:

Directors Present: Ken Bradford, Ed Clemens, Karen Firestein, Desmond Jolly, Diane Parro, Ben Pearl, Zoë Plakias, Sandra Schickele, Steve Reynolds, Bija Young

Directors Absent: None

Staff Present: Beth Tausczik, Julie Cross

Guests Present: Vince Ortiz, Italia McCarthy, Jim Pavlichek, Amanda Soames, April Kamen, Lise Schmidt, Keiko Yoshimoto, Dina Biscotti

Roles: Facilitator: Bija, Time Keeper: Steve, Notetaker: Julie

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).

1.0 Call to Order

Welcome and Introductions were performed

Comments

Lise thanked the Board for their work and expressed her hope that they will do their best to listen to members when making important decisions.

Announcements

Zoë mentioned that the Board has not yet completed training for new directors and encouraged new directors to ask questions during the meeting if they needed to. She also encouraged everyone to consider attending CBLD training in September. She will send out an email.

Agenda Review

Ben moved to adopt the agenda

Diane seconded

Motion carried unanimously

2.1 Safe Conversation with the GM

The board asked questions regarding the financials and future marketing plans.

2.2 Board Process

Zoë presented an item on Board Process. The Board agreed on the following process for going forward:

  • Zoë and Ben will work collaboratively to sort out the overlap between President and Corresponding Secretary.
  • The Board discussed rotating an additional Director through attending the President/GM weekly meetings along with Zoë & Ed.
  • The Board agreed that whenever feasible communication with professionals would be handled through the President, provided that individual directors have a right to consult with professionals in certain situations.
  • Ed volunteered to give a presentation on the role of VP in September.
  • The Board agreed that the Secretary is responsible for making decisions about appropriate changes to the draft minutes.

3.1 Consent Calendar

3.1 Approve July 21 & 26 minutes

3.2 Policy monitoring chart

3.3 Attendance report

3.4 Task force reports

3.5 Corresponding secretary report

3.6 Thank you to outgoing directors

3.7 Appointment of first alternate [Sandra Shickele to the seat vacated by Brietta Oakes and Ken Bradford to the first alternate position]

Items 3.1 (Approve July 21 & 26 minutes) and 3.6 (Thank you to outgoing directors) were removed from the consent calendar.

Diane left the room.

Steve moved to accept the Consent Calendar as amended

Bija seconded

Motion carried unanimously, Ken voting in Diane’s absence

Diane returned.

Items from consent calendar moved:

3.2 Policy monitoring chart

3.3 Attendance report

3.4 Task force reports

3.5 Corresponding secretary report

3.7 Appointment of first alternate [Sandra Shickele to the seat vacated by Brietta Oakes and Ken Bradford to the first alternate position]

4.1 Additions from Consent Calendar

3.1 Approve July 21 & 26 minutes

Zoë corrected line 77 of the July 26, 2014 minutes to read

“Motion Carried Unanimously, Young abstaining.”

Zoë moved to approve the minutes of July 21 and 26 with the correction

Steve seconded

Motion carried unanimously

3.6 Thank you to outgoing directors

Ben moved to include Brie in the Thank You to Outgoing Directors

Bija seconded

Motion carried unanimously

Ben moved to include Brie in the discount extended to outgoing directors

Diane seconded

Motion carried unanimously

Ben moved that the Board thank outgoing Directors Brie Oakes, Stacie Frerichs, Janie Booth, and Scott Lay for their service to the members of the Davis Food Co-op.

Diane seconded

Motion carried unanimously

Ben moved that in recognition of this service, the Super worker discount be extended to each of these former directors from July 1, 2014 through June 30, 2015.

Zoë seconded

Motion carried unanimously

4.2 Board Work Plan

Zoë moved to charter a Bylaws Restatement task force with the purpose of preparing and recommending restated bylaws to the Board and developing a board communications plan surrounding the revision. This task force has the authority to communicate with outside consultants and authority to spend up to $5,000. Expenditures in excess of $5,000 must be approved by the Board. The ability to add additional Director and Co-op members at large for full membership on the task force at any time is at the discretion of the Directors serving on the task force. Steve is the lead and Karen, Ken & Beth will serve on the Task Force.

Ed seconded

Motion carried unanimously

4.3 Charter New GM Search Task Force

Zoë moved to dissolve the previously chartered GM Search task force and to charter a new GM Search task force. The purpose of this task force will be to recommend to the Board a process for the re-opened search and conduct this search in consultation and communication with the Board. Documents that are generated by this task force will be placed in a shared Board Dropbox folder on an ongoing basis. This task force will be dissolved June 30, 2015 or at any time the Board deems appropriate. This Task force will be authorized to contact outside consultants. This task force is authorized to spend up to $1000. Expenditures in excess of this amount must be approved by the Board. The task force may recommend additional members (both Directors and Co-op members at large) for full membership on the task force. These members must then be approved by the Board.

Chair: Ben

Members: Desmond, Ed, Dina, Zoë

Steve Seconded

Motion carried unanimously

4.4 Adopt Board Budget

Steve moved to adopt a budget of $17,500

Diane seconded

After discussion, Steve withdrew his motion.

Item 4.4 was postponed to September by unanimous consent

Ben clarified that members who wish to serve on task forces may do so by contacting the task force chair.

Steve commented that the new bylaws would address the issue of staff as directors. He hopes for staff input on that subject.

Ed commented that the Board is open to staff participation on task forces which gives the board a chance to get input and gives staff a chance to be heard.

Zoë clarified that the Board represents the membership, and staff would be in their role as members and volunteers.

The next regular meeting of the Board will be held on Monday, September 8 at 6:30 pm in the Teaching Kitchen.

Facilitator: Ed

Timekeeper: Bija

Zoë moved to adjourn to closed session at 8:40 pm

Karen seconded

Motion carried unanimously

Notice of Closed Session

A closed session of the Board was called to order by Zoë Plakias at 9:12 p.m. 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: Ken Bradford, Ed Clemens, Karen Firestein, Desmond Jolly, Diane Parro, Ben Pearl, Zoë Plakias, Sandra Schickele, Steve Reynolds, Bija Young

Directors Absent: none

Staff Present: none

Guests Present:

The Secretary determined that notice of the meeting was duly provided to all Directors by notice on the agenda published on July 14, 2014 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).

5.1 GM Search

The Board discussed the GM Search.

Ben moved to adjourn the meeting at 9:55 p.m.

Desmond seconded.

Motion carried unanimously.

/s/ Diane Parro, Secretary

__________________________________ ______________________

Secretary, Davis Food Cooperative, Inc. Date Approved