July 2014 Special Meeting

DAVIS FOOD COOPERATIVE, INC.

BOARD OF DIRECTORS

SPECIAL MEETING MINUTES

July 21, 2014

Call to Order

The special meeting was called to order at 6:03 pm at the Davis Food Co-op Teaching Kitchen, 537 G Street, Davis, California, by Zoë Plakias.

Roll Call:

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

Directors Absent: none

Staff Present: Julie Cross, Beth Tausczik,

Guests Present: Ben Pearl, Vince Ortiz, Yomi Fashoro, Italia McCarthy, Claire Ceklovsky, Jim Pavlichek, Katie Borowski, Marinka Swift, Savanna Shelby, Amanda Soames, Casey Muyskens-Toth, Rick Caster, Sean Murphy, Doug Walter, Abhi Anand, April Kamen, Alan Miller, Helena Asbill, Richard Seyman, Bernie Goldsmith

Roles: Facilitator: Zoë

Time Keeper: Ed

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

Ben thanked the Board for sharing their final memo from bylaw attorney Therese Tuttle, and for reviewing its bylaw-interpreteation decision of June 30, 2014 regarding his candidacy. Ben expressed that he’d been disappointed at the idea of not being able to serve his elected term.

Yomi thanked the board for quickly and efficiently working to find the best guy or woman for the job [General Manager].

Announcements

Julie asked Directors to complete breakfast and lunch orders for the retreat this weekend.

Brie announced that she will resign effective July 31 to devote more time to her studies.

Agenda Review

Zoë removed item 3.2 GM Search and added item 2.5, calling an emergency meeting for July 25.

Ed moved item 3.1 Candidate Eligibility Issue to open session as item 2.05

Diane moved to adopt agenda as amended.

Bija seconded.

Motion carried unanimously.

Item 2.05 Candidate Eligibility Issue

Ed moved that Article VIII, Section 2(D) of the Davis Food Co-op Bylaws does not apply to the resignation of Ben Pearl because the intent of this section is to limit service on the board to no more than seven consecutive years and that the Director-elect Ben Pearl should be seated. Mr. Pearl served on the board for two years, 2011-2013. He resigned from the board July 30, 2013 and was elected to the board in May 2014.

Steve seconded

Motion carried unanimously

Ed moved to suspend Robert’s Rules of Order Article VI. Some Main Unclassified Motions, Motion #37 – Rescind, Repeal or Annul. The basis for this suspension is that the previous board and this board of directors was acting on incomplete knowledge when they declared director-elect Ben Pearl ineligible to serve as a director per Bylaw Article VIII Section 2(D), his seat vacant and that it be filled by first alternate-elect, Sandra Schickele. This motion is in accordance with Robert’s Rules of Order Article IV. Incidental Motions, Motion #22 – suspension of rules.

Karen seconded

Motion carried unanimously

Ed moved to rescind the action of the 2013-1014 board made on June 30, 2014 that said: “I move that due to director-elect Ben Pearl’s ineligibility to serve as director per Bylaw Article VIII Section 2(D), we declare his seat vacant and that we fill the vacancy with the first alternate-elect, Sandra Flanagan Schickele, per Bylaw Article VIII, Section 12 (A).”

Desmond seconded

Motion carried unanimously

Ed moved to instate the Director-elect Ben Pearl as Director and the Director - first alternate Sandra Flanagan Schickele as first alternate-elect.

Bija seconded

Zoë clarified that this would be effective immediately

Motion carried unanimously

Item 2.1 Election of Officers

Bija presented the list of Directors who had volunteered to be officers

President: Zoë Plakias

Vice President: Edward Clemens

Secretary: Diane

Treasurer: Steve Reynolds

Corresponding Secretary: no volunteers

Ben volunteered as President

Zoë and Ben gave brief presentations regarding the presidency.

Bija volunteered as corresponding secretary

Zoë was elected President , 5-4 vote

Ben volunteered as Vice President

Ben & Ed gave brief presentations

Ben withdrew

Bernie leaves 6:38

Ed was elected Vice President unanimously

Diane was elected Secretary unanimously

Vince, Abhi & Helena left.

Steve was elected Treasurer unanimously

Ben volunteers as Corresponding Secretary

Bija withdraws as Corresponding Secretary

Ben was elected Corresponding Secretary unanimously

Richard Seyman left

Item 2.2 2014-2015 board meeting dates and times

Zoë moved to adopt the board meeting and training dates for the 2014-2015 Board year as set forth in the Board Packet dated July 21.

Steve seconded.

Motion carried unanimously.

Zoë moved to meet at 6:00 to eat before meetings, and start meetings at 6:30

Karen seconded.

Desmond moved to amend the motion to include the expectation that the meeting not exceed 3 hours.

Steve seconded amended motion

Amended motion carried unanimously.

Item 2.3 Review and sign conflict of interest forms.

Directors reviewed and signed conflict of interest forms.

April & Katie left

Item 2.4 Approve June Meeting Minutes

Zoë moved to approve the both June 4, 2014 meeting minutes and June 19, 2014 Special Meeting minutes.

Ed seconded.

Motion carried with Ben abstaining.

Zoë moved that the board call an Emergency Meeting on July 26 from 9am to 10:45 am, with a 15 minute open session followed by a closed session to address item 3.2, GM Search.

Diane Seconded

Carried unanimously

Ben & Ed will draft something communicating this and send it to the Board to review.

Marinka asked if the Board would let staff know when or how the information from the GM rubric was used in the process.

Steve commented that the Board has a big packet of feedback to review including Staff sheets.

Yomi asked if 3.2 was always going to be in closed session.

Alan Miller commented that he is a 30 year fully vested member who pretty much paid no attention until GM was let go. He found it disturbing that the explanations for that didn’t let members really know what it was about. He has been paying more attention, and now finds it disturbing that the Co-op may not be making money anymore. This frightens him, and he thinks all the members should know about it. He’s from Palo Alto, and the board of the Food Co-op there didn’t tell the members what was happening until the store closed. He wanted to say that we need to find the best damn GM we can find, and maybe the new board needs to start all over again.

Next Meetings

The next meeting of the Board will be the Emergency Meeting, on Saturday, July 26 at 9:00 am in the Teaching Kitchen.

Facilitator: Zoë

Timekeeper: Karen

The next regular meeting of the Board will be held on Monday, August 4 at 6:30 pm in the Teaching Kitchen.

Facilitator: Bija

Timekeeper: Steve

2.

Zoë moved to adjourn at 7:13

Ed seconded.

Motion carried unanimously.

/s/ Diane Parro Secretary

__________________________________ ______________________

Secretary, Davis Food Cooperative, Inc. Date Approved