January 2014 Approved Minutes

DAVIS FOOD COOPERATIVE, INC.

BOARD OF DIRECTORS

MEETING MINUTES

January 27, 2014

Call to Order

The regular monthly meeting was called to order at 7:00 pm at the Davis Food Co-op Conference Room, 620 G Street, Davis, California, by Desmond Jolly.

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

Directors Absent: Janie Booth, Bija Young

Staff Present: Doug Walter, Eric Stromberg, Julie Cross, Laura Doyle

Guests Present: Steve Reynolds, Dina Biscotti, Eric Dolan


Roles:
Facilitator: Desmond
Time Keeper: Ed
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

Julie: We got a nice note from Patty Rominger thanking us for our help with Winters Farm to School and also a note from the Tuleyome youth group thanking us for the tour we gave. They also did an email shout out.

Stacie: I saw the email, it was very nice. Several of us attended a Chamber of Commerce event naming Ann Evans as Citizen of the Year. She mentioned the Co-op and specifically named Eric and Julie, and the logo was displayed prominently.

Julie: The Chamber of Commerce, who put on the event, has been very supportive and we are a sponsor this year. They took 50% of their sponsorship in private parties at the Teaching Kitchen.

Dina: Doug made a great presentation at my church yesterday about the environmental end of the Co-op. I also talked about food and faith and how it motivated me to be involved in the Co-op. I also mentioned Tour de Cluck and Soup’s On.

Eric Dolan: I’ve been a member of the Co-op since I was 18 and I have never come to a meeting so I thought I would come and observe.

1.5
Announcements

Zoë: I just saw in the Loop that Julie’s 18th anniversary of working at the Co-op is this week. So I wanted to mention that and thank you for all your work. Also the GP monitoring has been updated – I will send out emails with information about the surveys this week.

Julie: We have had an offer from Pamela Trokanski Dance Studio to have a flash mob at the annual meeting. This week is Soup’s On. We will be donating soup to that, and at the end of the month is our Souper Bowl.

Doug: I just wanted to mention that next Saturday will be my 25th anniversary at the Co-op.

1.6
Safe conversation with Top Leadership Team

Eric: We have signed a contract with an awning contractor and we have a contractor to install it on the patio. Next week we will discuss the schedule. The same goes with the beer cooler; we have signed a contract; now we are waiting for scheduling an overnight installation. We are pouring some additional concrete to extend the patio, making up for what we lost when we installed the deli cooler.

Steve: Will you be adding the ability to pour more varieties of beer?

Eric: That is a separate issue; right now we just have four but we could add more in the future.

Julie: The new section of the patio will not be licensed for alcohol. We will have to get an amended license and we can’t apply for that until the concrete is poured.

Eric: On that note, we have our notice to sell alcohol in the window at the front of the store now. Members of the community have 30 days to submit grievances with this application, and it can’t just be “I don’t think they should sell alcohol.”

Stacie: Have you had any responses from the community or members?

Eric: I saw one excited young man take a picture of it and say he was going to put it on Facebook. I have not heard any negative comments. I also want to mention that I do not plan on doing a customer satisfaction survey this year. We have noticed some members suffering from survey fatigue.

Zoë: What has the survey schedule been in the past?

Eric: We usually do one every 2- 3 years. Carolee agrees we don’t need to do a survey every year except for when there are problems we want to address because survey fatigue can be a real issue.

2.1
Motion: Adopt Agenda

Stacie: I would like to combine 4.4 and 4.8 because they’re the same thing and move them before 4.1 so our guests can present. I would also like to add an item, 7.2. We need to discuss the request for electronic distribution of the board packet.

Ed: I would like to move the board budget from the Consent Agenda to 7.25. It needs about 5 minutes.

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

4.4
Audit Task Force - Review

Dina: You have the task force report, the final version of the IT and Systems reviews and a review of financial systems. I apologize for just getting this to you today.

Steve: We review finances every year except when we have an audit, which should be happening next year. An audit is much more intense and we realized what we really wanted was a review of various jobs so that’s what we did.

Dina: Tracy Dunne suggested a review of our internal control so that is what you have here. We were happy with this process. We feel it will help us with our full audit coming up. There were also some interesting suggestions that came out of this. In the systems review there is mention of an alternate system for in and out cash for cashiers.

Eric: It’s common practice that every cashier should have their own till that they count and close out at the end of their shift. Campbell suggested there is no need. Eliminating this would save 10-15 minutes at the beginning and end of the shift.

Dina: There were a number of other good suggestions as well that management is looking into.

Zoë: In terms of how we are doing in general did you get a sense of how we are doing in comparison to other stores?

Steve: We were just looking for best practices and a second set of eyes.

Scott: My take away was that everything meets industry standards.

Eric: One thing I found encouraging was that our IT person was proved very competent.

Steve: They did make recommendations that we cross train someone else as support.

Dina: They had good suggestions for helping with back-up and risk.

Stacie: We don’t have the status of the recommendations on the IT report. Will we be getting these?

Dina: We are meeting again in May and we can report back after that.

Steve: We have to do a cost benefit analysis. We have to decide what are high priorities to implement.

Dina: If we could look now at the review of financial statements. Under prior accountants there were problems with tracking depreciation; we’ve now got that well-handled.

Eric: We distributed a bonus at the end of last year that zeroed out our gains, but then on paper we ended up with net income before depreciation and taxes.

Steve: So we didn’t lose any cash, but on the other hand things are depreciating.

Dina: Could we use this profit for patronage?

Eric : Our tax loss carried forward will be damaged by patronage. Our accountant does not recommended we implement a patronage refund for 2-3 years.

Stacie: What as a board do we need to do? Accept the report or the assessments?

Dina: We are asking you to accept the review of the Financial Statements.

Stacie: Is the Board comfortable with voting on this since we haven’t had a lot of time to review it?

Scott: I am comfortable with it because of the people in the task force.

Desmond: I am fine with accepting it.

Scott moves to accept the Audit Task Force Report
Zoë seconds
Motion passes unanimously



4.1
B10 – Communication & Counsel to the Board

Eric: Thank you everyone for completing survey. The average was 3.66, and3 is considered sufficient. Since it’s higher I assume we are reporting compliance, but there are some low scores.

Stacie: There was lots of discussion of this via email. In B10b we believe that the lack of communication regarding the HR manager position elimination is not in compliance with this policy. We would like to see non-compliance reported and a communication plan developed for communicating with the Board in situations where the Board needs to be informed in a timely manner.
In B10c we wanted to note that the monitoring chart was implemented to help the GM test the areas in B10c that are difficult for the GM to know without asking the Board. It should only be used as part of that monitoring, not solely as the monitoring for B10. We think this confusion was caused in part because the most recent policy was not used to monitor as there was an update in June 2013 that clarified this point.
In B10d, we believe you were using this policy to inform us that you think there was non-compliance and the Board will discuss these two times as part of our monitoring of BGM 3 and 4, but we would like to point out that operational achievement is a multifaceted issue that is not just profit/ loss and cash position.
I move to not accept this report and ask for an action plan for B10b. I will leave it open for other comments before voting.

Scott: I really feel that naming the names of board members in this report is not appropriate. Wouldn’t we get the same result from just publishing the average?

Desmond: The raw numbers are transparent. Averages are just a number.

Stacie: We started using this survey because there was not a way for Eric to know about administrative support. Before we were just asking compliant or not and that wasn’t good either.

Julie: You might want to allow space for comments in your survey.

Ed: I think these questions need to be revised. They are not as useful to us as they could be.

Stacie: We will put it as a first reading for this, I believe we can revise them.

Stacy moves to not accept this report and ask for an action plan for B10b.
Zoë seconds
Motion passes unanimously

4.2
B2 - Treatment of Staff

Eric: It was the first time we have used this format. I liked it; it was informative and easy to read the scores and benchmarks. I really appreciated the feedback from the accountants on performance reviews. The suggestion is to do them all at once and switch to a preview rather than review. I also wanted to ask if going ahead, do we always contract with Carolee? I am not sure what the plan will be but we should think about how often we want to do this. Annual surveys are not always best idea.

Scott: We went with three year comprehensive review at my organization. That might be appropriate here.

Stacie: It also has to do with when you receive action plans.

Eric: Our problem solving procedure is deeply disliked by staff, but the process we use is considered best practice. So I am not sure what a different one would look like, but we have talked about introducing mediation as an option.

Dina: Sacramento Natural Foods Co-op conducts their survey annually. Due to low participation, it may be good to do another one soon to see if we get a better response.

Eric: We are planning on doing a follow up survey with grocery and chill, the two departments that were in transition when the last survey was conducted.

Zoë: Can you send us an electronic copy of the new version of the Employee Handbook when you get it?

Desmond: The timing of the survey is something the Board should consider and discuss at a later point.

Stacie: In general, this report makes things look good, but the Board thinks things are still in need of improvement and significant action plans need to be in place to remedy the low score on the staff survey. The bar set for compliance is at a minimum and the Board feels that setting compliance at 3.25 is not a good interpretation of the preamble “the DFC consistently moves towards a culture of service, mutual respect and communication that is frequent, honest, open and constructive.” We also note that Carolee said these are some of the lowest scores in the country in her experience of monitoring co-ops. I move to not accept the monitoring report and re-calendar for either February or April and would like to ask the GM to come back with a higher number then 3.25 to set compliance and more robust action plans.

Eric: I would like to bring up that 3.25 is the number Carolee uses as compliance, so if we change it we won’t have the comparison numbers with other co-ops. Some of the results were low because there were some high scores and low scores on one question. A lot of the lower scores came from departments in transition.

Stacie: When is the next survey?

Eric: Two to three months; we want the departments to be settled.

Zoë: When you are looking at developing action plans, are you looking at every question?

Eric: We are looking at questions with more or less agreement.

Scott: We have to be very careful as a Board making judgment based on a survey when the environment outside the Co-op could be influencing their answers just as much as the Co-op itself.

Desmond: That was not unbiased what you just said.

Dina: I did hear a clear message from the survey that excellence was not rewarded and bad behavior was not punished. Staff really wanted their feedback to make a difference.

Stacy moves to not accept and re-calendar for either February or April
Brie seconds
Motion passes unanimously

4.3
B4 Monitoring

Zoë: I have some clarifying questions. I see that advertising is consistently below budget. Why are we not spending more on marketing?

Julie: When we budgeted this year, Lis had less than a year under her belt and she was able to be much more frugal than expected and was able to make some really good deals. The biggest expenses were the Sacramento Airport baggage carousel and ads at the movie theaters. These were not as expensive as expected. We are still doing everything we planned to do.

Ed: How is the bonus divided up?

Eric: It is based on number of hours worked in October, November and the first two weeks of December.

Ed: Why are charitable donations are negative?

Julie: We take outside donations for Turkeys for the Food Bank and for the Holiday Meal and run them through the same account.

Ed: It looks like net income from grocery is negative?

Stacie: It was below margin and there was a net loss but Eric said in his report that it had a lot to do with new departments getting their feet under them.

Zoë: We distributed a bonus at the end of last year. If we didn’t do that, would we be able to give a patronage refund?

Eric: It would affect our net loss carry forward and increase our tax risk. I want to add even if it was possible to do a patronage refund, we can’t leave the employees waiting for money.

Brie moves to accept B4
Diane seconds
Motion passes unanimously

Stacie moves to accept Patronage Refund Motion Language for fiscal year 2012-2013

Whereas, pursuant to Article V, Section 4 of the Davis Food Cooperative Bylaws (Bylaws), the Cooperative computes its net earnings in accordance with generally accepted accounting practices, as follows:
(1) without regard to patronage refunds;
(2) before provisions for federal and state income taxes; and
(3) after allocating to the Reserve fund the net amount, after federal and state income taxes, of any gains or losses resulting from the sale or exchange of land, buildings, or equipment.; and

Whereas, Article V, Section 4 (B) of the Bylaws sets forth the order in which the net earnings are to be applied as follows:

(1) Restoration of Capital to the extent of any impairment;
(2) Establishing reasonable reserves for necessary business purposes.

And, once these expenses are covered, any remaining net earnings are allocated as patronage refunds in proportion to members’ patronage. However, if such allocations are of such a nominal amount as to not justify the expenses of distribution; the Board may determine that these amounts be excluded from distribution.

Whereas, the Board of Directors has reviewed and accepted the final reviewed financial report and finds that: The fiscal year 2012-13 closed with a net income as defined in Bylaw Article V, Section 4(A) of $24,546. The fiscal year 2011-12 had a net loss as defined in Bylaw Article V, Section 4(A) of approximately $397,000.

Now, therefore, the Board of Directors adopts the following resolution:

“The net profit for fiscal year 2012-13, calculated in accordance with generally accepted accounting practices and the Davis Food Co-op Bylaws, is set aside in accordance with article V, Section 4B for the purpose of restoring Capital and establishing a reasonable reserve for necessary business purposes. There are no funds available for distribution as patronage.”
Zoë seconds
Motion passes unanimously


4.5
Monitor GP 1, 2 and 4

GP1:

Scott: Again, I don’t believe listing our names and the individual numbers on the survey is appropriate. It becomes part of a public record is not good policy governance.

Zoë: I think your recommendation for averages is good. We could have the comments summarized instead of individual comments.
Desmond, you don’t include the preamble in your summary of compliant or not. Also I am not sure why A is non-compliant.

Desmond: All are compliant.

Stacie: We are going to be filling out more surveys soon, so maybe we can discuss a better way to present the data.

Scott: My problem is the names attributed to numbers. I have never seen this done on any of the boards I am on.

Zoë: I am puzzled at your comment because we have shown the names on other policies we have presented this year that had the same format.

Scott: They may have had numbers, but not everyone’s names.

Zoë: I am pretty sure they did. But I think we need to discuss this at a later date.

Stacie moves to accept GP1
Brie seconds
Motion passes with Zoë, Ed, Desmond, Diane, Stacie, Brietta in favor
Scott abstaining

GP2:

Stacie: I think we need to table this. This was postponed so we could have more detailed suggestions for improvement added and I don’t see that.
Scott: Again, I want to bring up the inappropriateness of the comments with names of Board members.
Dina: Is the anonymity important with other board members or the public?
Scott: The issue is that individual board members don’t mater legally speaking, so they shouldn’t be presented in a survey as such.

Stacie moves to table GP2
Diane seconds
Motion passes unanimously

GP4:

Ed: There are mis-numbered questions, so the answers didn’t quite match up. There were no very low scores. There is compliance reported.

Zoë: I was surprised the numbering came up today, since we have had this for a week and I am not sure how you put together the report without matching up the questions to the answers. Whatever we feel about how the surveys are presented, I really felt that these two today weren’t well done. I will accept the report but I will hope we will do better in the future.

Scott: I feel that this is exactly why we need an outside person to come in and look at the survey data for us.

Brie moves to accept GP4
Stacie seconds
Motion passes with Zoë, Ed, Desmond, Diane, Stacie, Brietta in favor
Scott abstaining


4.6
Second Reading B9

Zoë: This is just a correction in policy. Unless anyone has questions or comments, it can move on to a third reading.

Scott moves to proceed to 3rd reading
Brie seconds
Motion passes unanimously


4.7
Second Reading GP Global

Desmond: I submitted two versions because I think Brie’s rewrite is better. But we left them both in so the Board could choose.

Zoë moves to accept version two for a third reading
Diane seconds
Motion passes unanimously


5.1
Break

5.2
Discuss CBLD Membership

Zoë: I think everything I wanted to say is in what I wrote, so if anyone has questions I can answer them.

Ed: I think joining is a good investment. Most of our interaction would be phone interviews or email. But if there was a consultant nearby they could come to us is that correct?

Zoë: It is not included in the membership cost for someone to come to us. We would have to cover their travel and lodging.

Ed: My understanding is they would assist in planning and facilitating retreats and that a lot of the planning would be over the phone, just the retreat in person. Also are in person sessions one-time events at CBLD 101 in Sacramento in September?

Zoë: Yes, that is my understanding.

Desmond: We have used consultants from CBLD before and I have attended the 101 course. The concern I have is they have a number of consultants but not all are right for us. Also, we have to pay additional costs, which could end up being very expensive, so I think we should compare using them as needed versus a membership.

Stacie: We talked with head of the program; he was fully committed to getting the right person. They are looking to get us in their program. We thought it would be a good way to bridge the gap between boards, as they would be consistent.

Brie: I would really appreciate this resource as a new board member. I also think they are a great program and we should support them.

Scott moves to accept moving forward with CBLD Membership
Stacie seconds
Motion passes unanimously


5.3
Discuss CCMA Registration

Stacie: CCMA is an annual conference for food co-ops. The size ranges from 200-500 people depending on when it is and where it is. This year it’s in Madison, Wisconsin, June 12-14. Usually, we tell people to plan to be there Wednesday to Sunday. Fares for flights to Madison right now are $400- $600, and we have $8,000 budgeted. When we revisit this in a few months, think about if you can commit to going or not.

Diane: How many board members go?

Stacie: It varies dramatically, sometimes as few as two. Last year we had four board members attend. More are able to go if some of us can do presentations. That will cover part of your travel and hotel. So think about whether you have something you feel you could contribute to the conference.


5.4
March Retreat

Zoë: Now that we have decided to go with CBLD, this is all up in the air and so it could push the date later, or there may not be a March date they are available. So we will have to report back once we have talked to them.

Brie: I think we should mark down September 20th and make new board members aware they need to go to the CBLD 101 workshop.

5.5
Discussion of Potential Bylaw Changes for Spring Election

Stacie: I apologize for sending this out late. I sent out suggestions for bylaw changes: member capital, reorganization of the discounts, and multiple types of voting. The only one that had any interest was the discounts, specifically in removing the senior discount. Doug put together this document on steps that need to happen for Directors to place a proposition on the ballot. What would happen is the Board would decide to put an amendment to the bylaws on the ballot. It wouldn’t have to look like this; this is just one suggestion. We would discuss the suggested bylaw change at the next Board meeting then give it to our attorney to write the language. You might not feel ready to discuss or make a decision tonight. There are some numbers here that show the numbers of sales with the senior discount. These are old numbers, from last year, but it’s still a good example of what we are talking about.

Scott: I think there is a problem with looking at the numbers like this; we really need some sort of business analysis before we go forward.

Stacie: Doug prepared another document with some different data.

Doug: I compiled recent numbers showing that 4% of the total senior discounts were applied to nonmembers.

Stacie: That really makes me want to address this but also exercise caution because that is a significant percentage and we don’t want those people to take their business elsewhere because we took away their discount.

Eric: This language doesn’t belong in the bylaws; it really ties us to giving discounts.

Julie: From a marketing stand point we should have a long build up to this with lots of information and transparency provided for our members.

Stacie: We could say this is something that doesn’t belong in the bylaws, but there are policies to keep it in place.

Diane: Are we suggesting taking all of the discount language out of the bylaws out? I would support that.

Brie: I support removing it from the bylaws but waiting to move forward until we talk to CBLD.

Zoë: If we decide to make this change, I would like to see us have a very visible process starting very soon.

Stacie: What do you mean by process?

Zoë: A strategic plan, including making a task force and having a number of meetings, so people can express their interest and concerns.

Diane: I don’t think that we should promise to not take away the discount. I think that would be a mistake.

Doug: I think that to change the discount for working members we need to have a vote and it would have to pass by a 2/3 majority.

Julie: I am not in favor of keeping the discount, but don’t want to be a marketing nightmare. I agree with Zoë that it should be a very transparent process.

Scott: Taking things away from people is very difficult, even if they don’t need it. I think we have to be careful about what our intention is.

Stacie: I showed some people who were pre-senior how many more sales per year we would see, and they wonder why we still have it.

Eric: I think what we are talking about doing is going from age-based to need-based and that makes it more acceptable.

Desmond: In terms of timing, if this is for the next election, that really puts a timeline on it.

Stacie: Would it be possible to put it on this on the ballot for this election?

Julie: If you make a decision tonight.

Stacie: If the message is that we are moving from age to need, it’s easier to rally around rather than removing all the bylaws.

Julie: My preference would be to put on next year’s ballot, rather than this one. We really don’t want this to go on the ballot and have it fail.

Desmond: We could appoint a task force to work with staff on this process.

Diane: Could we form a task force and they could tell us whether we can do it this year?

Eric: I am sure staff would be happy to take the lead.

Brie: I agree with Julie. I think it is too close to the election this year and we don’t want to fail.

Zoë: We have been behind in the past, so we need to start the process now even if we want to do this next year.

Stacie: We are getting more and more people who are getting the discount and it may be harder to get a vote in a year.

Scott: There is an interest in a socioeconomic inequality right now that may not be as prominent next year.

Stacie moves to move forward with bylaw amendment to move from a senior discount to a needs based discount and ask staff to bring a marketing report to the next meeting
Desmond seconds
Motion passes unanimously

Task Force: Stacie, Doug, Scott, Julie


6.1
Consent Calendar
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: Charter Annual Meeting Task Force Bija
6.10 Info: First 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) Laura

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
6.8 Info: Corresponding Secretary report Zoë
6.9 Motion: Charter Annual Meeting Task Force Bija
6.10 Info: First 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) Laura

Removed by objection:
6.7 Info: YTD Board Budget

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


7.0 New Business

7.1 Additions from consent calendar

7.2

Stacie: I wanted to verify that we all agree that we want to stay with our same policy about not emailing packets to non-board members.

Julie: Ben asked me to read exactly what his request was: “If you would, please share with the Board my full suggestion regarding an encrypted pdf, and the comparison to a scanned (or photographed) paper copy of the board packet, available to all members in the office. My impression is that, if a competitor were interested in obtaining a copy of our board packet, the information (available in hard-copy to 9k+ households) would already be accessible to them...via scan, photographing with a smart phone, etc...so we, as a cooperative, would only have transparency/member buy-in to gain. “

Zoë: I think how we need to respond to them that it’s not about their requests, but that we simply want to maintain our same process. I also wonder about the member packets in the admin office. How secure are they really? Could we put them in a folder and have people request them?

Doug: We are reasonably secure because of obscurity. But we could make them look a bit better.

Scott: We all know that an encrypted pdf is not actually secure. There is always a way to find the password.

Brie: Can we make an exception for a member who is out of the country and cannot come look at it?

Stacie: In order to be fair, we would have to provide this access to everyone.

Julie: My main concern is that when we email the packet, it has not been seen by you, and we cannot promise that there is not anything inappropriate. Another issue is the concern that was raised when we shifted to an electronic packet a number of years ago. Someone could take an item out of context, and do something like send it to the Enterprise.

Stacie: I will email the two members who were requesting the packets with our decision.


7.25 Info: YTD Board Budget

Ed: I feel that this budget list needs to be revised, adding things like surveys and audits. I think I should work with someone on reviewing and rewriting it.

Julie: I would be happy to work with Ed.

Scott: I think that the survey should be taken out of operations, not the board budget.

Next Meeting –
Facilitator: Zoë
Time Keeper: Brie
Recorder: Laura

Stacie moves to adjourn to closed session at 9:55 PM
Ed seconds
Passes unanimously

Break

Notice of Closed Session

A closed session of the Board was called to order by Desmond Jolly at 9:55 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

Directors Absent: Janie Booth, Bija Young

Staff Present: None

The Secretary determined that notice of the meeting was duly provided to all Directors by notice on the agenda published on January 20, 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).

Diane moves to schedule a special board meeting for the week of February 3rd
Ed seconds
Passes unanimously

The meeting was adjourned by unanimous consent at 10:30 PM.


/s/ Zoë Plakias, Secretary

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