February 2014 Approved Minutes

DAVIS FOOD COOPERATIVE, INC.

BOARD OF DIRECTORS

MEETING MINUTES

February 24, 2014

Call to Order

The regular monthly meeting was called to order at 7:01 pm at the Davis Food Co-op Teaching Kitchen, 537 G Street, Davis, California, by Stacie Frerichs.

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, Julie Cross, Laura Doyle, Beth Tausick, Lis Harvey

Guests Present: Vince Ortiz, Keiko Yoshimoto, Grant Parfitt, Sithu Tun, Mehdi Moghaddam, Jack Young, Rodney Robinson, Andrew Newman, Jeff Mischkinsky, Julie Loke, Tom Elson, Joy Elson, Jan Newman, Jean Thompson, John Thompson, Jason McAlister, Adrian Class More, Bernie Goldsmith, Constance Fuller, William Henriquez, Danyal Kasapligil, April Kamen, Ed Diggs, Kemble Pope, Sandy Schneider, Jill Duman, Isaac Wheeler

Roles:
Facilitators: Stacie, Zoë
Time Keeper: Brie
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

Rodney Robinson: I heard about Eric a few days ago and I was hoping we would get some more information before we gave comments. I would like to reserve comments until we get that information.

Stacie: We will be responding to all comments by the end of the week.

Jean Thompson: Are you going to expand on what this gentleman said?

Stacie: I apologize we don’t have it on the agenda for tonight but we will respond to all your questions.

Rodney Robinson: The board has the option to amend the agenda.

Andrew Newman: It’s clear we won’t have any input on your decision. That is clear from your timing. I looked at the September minutes and you spent 44 minutes in closed session. In October, 22 minutes in closed session. In November, 35 minutes, though Eric was there. In December you were in closed session for over an hour. So in the last few months you have spent 2 hours in closed session during which you decided to reformulate a strategic plan you unanimously passed and fire an employee who has worked hard for you for 14 years.

Jill Duman: We are lucky to have one of few co-ops in Northern California left and a champion in Eric. With his help we have expanded the coop and helped remain a strong store in a tough financial time and the opening of two very competitive new grocery stores. His reward was a termination that was sudden and in the middle of his contract which costs the co-op a lot because of severance pay.

William Henriquez: We have lived in Davis for 27 years and we really enjoy the way co-op is a part of the community. Eric is a big part of that. He is a very personal GM, he is very involved in every conversation you have with him. I am looking forward to finding out what the reason was for this hasty termination. How can you fire someone for doing the best you can in Davis? I tried to look at the Ends Policies but got a “page not found” error.

Jan Newman: I have been told the reason Eric was terminated was because the co-op needs to change its strategic direction. I like our strategic direction. You need to involve the members in a big decision like this or I will be out of here, and so will a lot of people. Did you give him any consideration? Did you work with him? Did you think about the fact that he has a family? Or consider the lack of jobs available to him? Did you tell members about this closed session you had last month? I am very disappointed in your behavior.

Danyal Kasapligil: I am a former board member. And you all ought to be ashamed of yourselves. In your annual report it states: “While the Board of Directors is responsible for developing policy, creating ends, and monitoring the general manager (GM), the GM is the authority when it comes to daily operations and the staff.” I sit on the board of a privately held corporation, my business. People have been involved in our business for 35 years, since we started, and if I have to fire my general manager, I have failed at my job. When I was on the board, we never had that many closed sessions. What it seems like is you are being very secretive and not keeping members informed. If you have to fire the GM you are not doing your job and your annual report is worth nothing.

Danyal’s written comments in addition to verbal comments:
For the past 12 years, Eric Stromberg has been the visible leader of the Davis Food Co-op.

Stromberg came to Davis from Co-ops from Oregon and New Mexico. Under his tenure, the Co-op expanded its offerings to include more gourmet and prepared food, to better serve shoppers who were already being offered these items at competing stores.

Under his leadership, the store has gained a reputation for selling interesting and reasonably priced wines, wines that are often mentioned in the local press- thus drawing more shoppers to the store.

Before the locavore movement exploded into the entire Sacramento and Yolo County region, the Co-op, under Eric Stromberg touted local produce and local foods from nearby stores. And when formidable competition entered the arena from chain stores like Trader Joe’s and Whole Foods, Stromberg’s business acumen, leadership and common-sense perspective helped DFC stay the course – to the extent that key staff members were able to receive bonuses in recent months.

Stromberg has represented the Davis Food Co-op nationally and internationally. And yet this Board has decided to terminate his employment mid-contract with a terse note of termination, giving no reason for an abrupt dismissal after 12 years if hard work, strong leadership and lucid vision.

According to the Board’s own published policies, the general manager’s main function is to carry out the vision of the Board of Directors. If the financial stability and positive reputation are not part of the board’s vision for the DFC, what is?

Bernie Goldsmith: I was a member of this board until six months ago when my father died. I was unable to keep up with my duties with the board and the board was gracious enough to grant me a leave. What I am hearing tonight is lots of people who are angry and confused by what appears to be a sudden and non-transparent decision. Sometimes a process like this needs to have an aspect of non-transparency. There were a large number of closed sessions, maybe more than usual, but I want to impress on you that it was a very thorough and deliberate decision. Before judging the people here, allow them to produce a report. Maybe not all the details will come to light, but trust the people you have elected. If you don’t agree with them, exercise your rights as members and don’t vote for them again. While it seems confusing and sudden, it’s because you don’t have all the facts yet. I am standing in support of the board and their decision.

Jean Thompson: My sons have worked for your organization; I think it has been a great experience for them. You are one of the only places in town where people under the age of 18 can get experience working and volunteering. This whole situation has me wondering; what am I a member of and what does my membership mean? I have had the privilege of sitting at the table with Eric and talking about strategic plans. He has asked my opinion about strategic plans over the years. I am really put off by this. I come home from being gone to this news and the reason I am given is a new strategic direction, which he discussed with me, a member. I am kind of appalled.

Jeff Mischkinsky: I was on the board when we moved to this location and when we let go of the GM at that time; I was where you are now. I heard about this via the Vanguard article. I really do understand when it comes to personnel all the details can’t always be fully disclosed. When I had to fire the GM on another board I was on, we tried to work with him and in the end had no choice but to terminate him. The press releases we put out didn’t say anything of real substance. I suspect there are two sides to this and I would urge everyone to remember that. I would just like to say that if this decision was not sudden, you were really not prepared for the member response.

Jack Young: Although I have not been party to any of the board’s discussions regarding this matter, I do have complete trust in the board process and trust that their decision was arrived at very carefully with the best interests of the Davis Food Co-op in mind. As a former board member I found the policy governance process used by the board to be thorough, impartial and fair. The board and the General Manager both contractually agreed to follow that process. Based upon that I completely support the board’s decision in this matter as we work together to move the Co-op forward.

Sandy Schneider: I am Eric’s wife and I wanted to respond to this idea that there was some secret action that happened that resulted in his termination. We were completely blindsided. If there is something that has been done we don’t know what it is. At least your employee should know that there is a problem.

Danyal Kasapligil: I don’t know why this didn’t happen at contract renewal. The co-op has to pay the remainder of his contract as well as severance.

Rodney Robinson: How about a conversation with members?

Stacie: We will respond to all the questions by this Friday.

Jill Duman: When you enter into closed session, do you follow the Brown Act?

Stacie: Since we are not a city or county government board, we don’t have to follow that. According to our bylaws what we have to report from closed sessions is who was present, motions that were made, and report any voting that occurs.

Jan Newman: When you went in closed session recently did you inform the members?

Doug: Yes. The agenda was on the website and it was posted in the bulletin board.

Jill Duman: If we wait outside the closed session tonight will you announce what you discussed?

Stacie: We could report if any votes occurred and how we voted.

William Henriquez: Is this new strategic direction going to be something the members can agree or disagree with?

Scott: I was not present at the closed session but I did agree with the decision they reached. It is an ongoing process involving personnel and so we have to be careful to protect everyone involved. Everyone wants transparency, but it is not always possible.

Isaac Wheeler: When you respond by Friday, how will it be shared?

Stacie: We will be responding to every question as we received it, via email or phone. I presume we will post these responses on the website and bulletin board as well.

Jean Thompson: Are you looking for any input from members on this new direction?

Scott: The new direction is relating to a personnel matter so to protect the personnel there are some details we can’t release.

Jean Thompson: Maybe the next time around you should allow a little more involvement from members.

1.5
Announcements

Zoë: I want to remind the board our event at Solano Park tomorrow. If you need more info let me know.

Scott: Is our event this Sunday still happening?

Zoë: Yes, thank you. This coming Sunday, March 2nd from 4-6pm here in the Teaching Kitchen is our Appetizers with Directors, so please try and come to that.

1.6
Safe conversation with Top Leadership Team

Zoë: I was wondering if we could get an update on the help desk.

Julie: The help desk is at register 9. Julie Loke is staffing the desk and the hours are from 2:30- 6:30. As it develops we will flex or change those hours. So far it has been very well received by customers and staff. All and all it has been going very well. In next few months we will be working on staff trainings in Customer Service and Food Safety.

2.1
Motion: Adopt Agenda

Stacie: I am going to ask to table 4.1 & 4.5.
Zoë: I wanted to add the special meeting minutes to the consent calendar as item 6.13.

Ed moves to adopt agenda as amended
Janie seconds
Motion passes unanimously

4.2
Discussion Regarding Remaining GP Policy Monitoring

Janie: Has anyone done due diligence and looked into other co-op experiences with Todd Wallace? I was just curious because he is mentioned in all three options.

Zoë: I have not talked to other co-ops but this seems to be a good fit for his specialties.

Janie: The one person I did talk to was very pleased with him.

Stacie: He’s been assigned to us so he will be working with us.

Zoë: The more immediate question is how we want to proceed with monitoring.

Janie: Shouldn’t we check with him? Since we will be working with him we may want to get his opinion before we have to rework our monitoring twice in one year.

Diane: I feel strongly ambivalent about this. I suggest we choose number three so we can consider this more carefully.

Scott: This is an important part of our work moving forward, so I feel it would be appropriate to talk about it at the March retreat.

Stacie: We just have to finish the monitoring by the end of board year so postponing it is not a problem.

Des: Did we have a balance of time with Art?

Stacie: I don’t believe we do.

Janie: I don’t think this is his strength either.

Desmond: I was thinking about using him for other things in March and not a replacement.

4.3
Second Reading B4

Zoë: This is a proposed amendment to the policy that we discussed with Eric.
Janie: It doesn’t take months and months to process the patronage refund, so we should still be able to process it before the end of the fiscal year.
Ed: Why 8 1/2 months?
Doug: That is the IRS requirement. We would hope to get it processed before that, but that gives us the limit.
Zoë: If we are ok with this language it will come back as 3rd reading in April.

4.4
B2 Task Force Recommendations

Desmond: I am handing out a new version-–not in substance but in format. This is not a 1st reading; it’s a discussion. We have task force suggestions for how to change B2 policies. We are presenting several proposed modifications including adding a staff end: “A satisfied, motivated staff, educated about the cooperative model so they can become advocates for, and leaders in the cooperative economic system.” We offer that for your consideration as a new end.
To go on to B2 policies, we have a few suggestions. The statement “The Davis Food Cooperative aspires to become an exemplary employer” is a general statement that the rest of the policies will address. This is speaking to the notion of updating the knowledge and skills of management.

Janie: Could this be a first reading?

Desmond: If you feel it’s ready then yes.

Janie: I am very in favor of this. We had tried to add a staff end before and it didn’t work. But I think you were able to write one that works. I have a few small thoughts and concerns. I would really like to see something in here about a staff survey. But I think it could come back as a second reading at the next meeting.

Diane: I felt this was a very important issue and I feel even more strongly about it now. I don’t know if there is a way to involve all the staff. I know we are supposed to work directly with the GM and so are the staff, but is there some way for staff to work with us?

Desmond: The board has the right of information and inspection. I think now, when there is so much uncertainty it is a very good time to work with staff.

Scott: I agree with Janie that having something in here about staff monitoring would be a good idea.

Stacie: Staff ends have been hard to write before but I think you all have done a great job.

Bija: In regard to the Ends, I am in favor of this in general but I do worry it’s too narrow, maybe too specific. Maybe something broader would be better?

Desmond: The idea for this End came from the information we received from the survey. Staff didn’t feel they were brought up to speed on the co-op model.

Bija: Also I am not sure if part L belongs here.

Stacie: I think if may fit better into Policy B4.

Desmond: If it would fit better there that is fine. I would just like to make sure it is in our policies.

Julie: We are working a lot on customer service and staff trainings right now. For example we have been working on what our Customer Service slogan should be. We will share when we have more ideas.

Diane: I really pressed for more specific wording, so Desmond edited it down.

Stacie: There are a few comments and wordings you could send to task force.

Stacie moves to accept this as a 1st reading
Brie seconds
Motion passes unanimously

Desmond: Do you think I should move part L to policy B4?
Zoë: I think you should bring back the Ends and B2 as 2nd reading and B4 as a 1st reading.


5.1
Break at 8:13pm- 8:28

Diane: I just wanted to report that during the break I heard a lot of staff comments in support of improving B2. I think we could really use more conversation with staff.

Desmond: It was suggested by a staff member that we share this at a TomatoCast.

Bija: Could you invite staff to your next meeting via TomatoCast?

Beth: The TomatoCast notes go out to a huge list of employees, so if you send an emissary more than just the staff at the meeting will hear about it. The TomatoCast has a very packed agenda especially since we have started going over the staff survey results.

Desmond: Remind me when the TomatoCast is?

Beth: It is at 11 am on Wednesday mornings.

Desmond: We will be there.

Beth: Email me and I will pass it on to Rachel, who writes our agenda and she can place you on it.

Zoë: Can the details of this meeting be determined by the task force?

Desmond: Yes, let’s talk after this meeting.

Zoë: Stacie is not back yet so I am going to skip agenda item 5.3 which is her item and start with agenda item 5.4, the March retreat. We will do her item as soon as she gets back.

5.4
March Retreat

Zoë: Thank you all for responding to the poll. Three dates tied and there wasn’t one that everyone could attend. If your availability has changed let me know. It would be great to have full attendance. When we narrow it down we’ll check on staff availability.

5.3
Discuss CCMA and Co-op Cafe Registration

Stacie: We discussed CCMA last meeting. Both Diane and Desmond are interested and available. Is anyone else interested?

Brie: I am.

Ed: I also would like to go.

Scott: I would like to but that seems like a large group.

Stacie: It is but if we can cut costs by finding cheap flights or sharing rooms it’s doable.

Brie: Oh I got confused; I was talking about the Co-op Café.

Julie: I have proposed 2 sessions and Stacie suggested I talk to Diane about a presentation on farmers markets.

Diane: I would be willing to do that.

Julie: For every presentation we do we get one free tuition.

Janie: And that is the largest expense.

Stacie: If anyone has ideas for presentations you can propose them. The other item is that the Co-op Café training is March 8th. Who is interested in going?

Bija, Brie, Scott express interest.

Stacie: I will be going as well.

Julie: I will register people tomorrow so I need to talk to each of you about your dietary restrictions.

Brie: Are there more staff members attending.

Stacie: At the moment just Beth and Doug. But more staff is welcome.

Beth: Julie and I can brainstorm about this after the meeting if that’s alright with the Board.

5.5
Election Update

Doug: The Packet and declaration are available online. There are tiny changes I make throughout the year but it’s essentially the same as it was. The deadline for submitting an initiative is March 17, but I am not aware of anyone circulating anything.

Stacie: Where will the pamphlets be available in the store?

Doug: Probably on the bulletin board.

Desmond: I had an article in The Vine to invite people to run for the board and from the people who came out tonight maybe we will have some interest.

5.6
Vine Article Discussion

Stacie: I was going to recommend we put our responses to members in the next Vine article, due March 1st.

Desmond: So this wouldn’t be available until April?

Stacie: The Vine article wouldn’t.

Doug: There are a variety of other ways to make the responses available.

6.1
Consent Calendar

Zoë: I just want to remind you of the inclusion of the special meeting minutes in the consent calendar.

Desmond: Stacie, was there some confusion on GP global?

Stacie: Yes. Desmond emailed me about that and I think I did get confused. I put in GP3 when he meant GP Global. So I think we need to remove that.

Zoë: So we are removing 6.10, changing the name on 6.11 from mine to Desmond and Brie and adding the acceptance of the special meeting minutes as item 6.13.

Presented: Consent Calendar Items:

6.2 Motion: Accept December 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 B9 Bija
6.10 Motion: Approve Third Reading GP3 Desmond and Brie
6.11 Motion: Third Reading GP Global Zoë
6.12 Info: Board Members representing the Co-op Report (events, electeds, service providers, vendors with whom you meet in the role of Director) Laura
6.13 Motion: Accept closed meeting minutes


Retained by unanimous consent:

6.2 Motion: Accept December 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 B9 Bija
6.11 Motion: Third Reading GP Global Desmond and Brie
6.12 Info: Board Members representing the Co-op Report (events, electeds, service providers, vendors with whom you meet in the role of Director) Laura
6.13 Motion: Accept special meeting minutes

Removed by objection:

6.10 Motion: Approve Third Reading GP3 Desmond and Brie


Scott moves to accept the consent calendar as amended
Bija seconds
Motion passes unanimously.

Next Meeting –
Facilitator: Bija
Time Keeper: Desmond
Recorder: Laura

The Board unanimously moves to adjourn to closed session at 8:45PM

Notice of Closed Session

A closed session of the Board was called to order by Zoë Plakias at 8:55 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 February 17, 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).

The board discussed the GM transition.

Janie moves to charter the GM Search Task Force with Stacie as lead, Janie, Bija, and Zoë as members. The Task Force is charged with conducting a search for the new General Manager of the Davis Food Co-op.
Brie seconds
Passes unanimously

Beth departs at 10:45 PM.

The meeting was adjourned by unanimous consent at 11:15 PM.


/s/ Zoë Plakias, Secretary

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