May 2014 Special Meeting Minutes

DAVIS FOOD COOPERATIVE, INC.

BOARD OF DIRECTORS

SPECIAL MEETING MINUTES

May 15, 2014


Call to Order

The special meeting was called to order by Janie Booth at 7:06 pm at the Davis Food Co-op Teaching Kitchen, 537 G Street, Davis, California.

Roll Call:
Directors Present: Zoë Plakias (attending by phone), Ed Clemens, Desmond Jolly, Diane Parro, Janie Booth, Bija Young, Brietta Oaks

Directors Absent: Stacie Hartung-Frerichs, Scott Lay

Staff Present: Laura Doyle

Guests Present: April Kamen, Sandra Schickele


Roles:
Facilitator: Janie
Time Keeper: Diane
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).

1.1
Welcome and Introductions

1.2
Member-Owner comment period (Directors may also report comments from Member-Owners)

April: I appreciate the board’s efforts to include staff and member input in the GM search.

Janie: Ben Pearl sent a written comment to the board earlier today. I will go ahead and read it.

Ben Pearl:
Dear Board -

I understand that Boardmembers (and particularly Board officers) have been very busy, and so I want to preface here with an acknowledgment of the work you've been doing, and thanks for the tremendous effort that I know it has taken. I have some concerns about the GM Search Task Force process which I'd like to share, along with a couple of simple asks of the Board:

1. It is probably on the agenda already, but I hope that the Board will take a moment this evening to consider the timeframe you've adopted for the GM hire, and the process you'd like to be seeing, in performing due diligence in the GM search. If you find that you need more time to make this big decision, I hope that you will move to take it.

2. I hope that the Board will take time to review the GP5 'Task Force Policy' (down the road, perhaps, but hopefully before its current Board calendaring in Dec), with an eye toward a better-defined process for TF preparation, meetings and materials. I think we can do a better job of including/empowering members (Boardmembers included) to participate on Task Forces moving forward. Read on...

...I've been to four consecutive GMSTF now, and have taken on tasks (synthesizing the input solicited from Staff, for instance). I've found the work to be very difficult, however, due to a lack of prep materials and accessibility to basic documents: we haven't been getting agendas or draft documents (i.e. the GM Search Matrix) in advance; neither have I been able to gain access to the agendas or minutes of previous meetings, despite repeated requests for them. This has kept me 'out of phase' with the previous work of the TF, unclear on goals and expectations, and less able to participate in a meaningful way.

The other challenge I've found is that Task Force members seem to be stressed in trying to meet a short Board hiring timeline...with the result that the atmosphere for discussion and input hasn't felt particularly welcoming. Unfortunately, it also seemed that this stress/reticence extended to the input which the TF has solicited from Staff (but which there didn't seem to be a defined plan for what to do with).

It's unclear to me at this point whether a final draft of the Search Matrix has been produced. As of the last TF email thread that I was included in (on Monday), it seemed that there were still a few structural issues with the doc left unresolved. My hope is that a draft of some sort has made its way to the Board at this point, though, along with the document of Staff input which Zoë and worked to make accessible for you...and with enough advance notice/preparation for the Board to proceed with some diligence.

Again, I realize that individuals' time and resources to devote to DFC Board work have been strained of late, and the goal here is not to add to that stress. On the other hand, I know from my own experience on the Board how important it is to maintain a frank assessment of whether process is actively aligning with due diligence, and the Board's obligations toward a participatory process which is friendly to members. I can only speak to my own perspective, and I hope that it is helpful.

In Cooperation,

Ben Pearl

Janie: Stacie wanted to say we were initially unclear if Ben was member of task force, but we can make sure that he is more in the loop in the future.

April: Can I ask about that? How do you join a task force?

Janie: If you are interested anyone can participate in task force, but in past, some task forces were just board.

1.6
Motion: Adopt Agenda

Brie moves to adopt agenda as amended
Bija seconds
Motion passes unanimously

2.0
Board Continuity
2.1
General Manager Screening Criteria

Zoë: As you know we had qualifications we discussed for the ad but now that we are starting to screen we wanted to expand on them. This format was recommended by Carolee to help organize our thoughts. It will also guarantee we use the same criteria for all applicants. We took all the input from the board and management, both what was in the ad and what was left out. Ben and I synthesized the suggestions from staff and added it to the list to make sure it was all reflected in matrix.

Janie: Our task tonight is to go through and decide what changes to make and hopefully all vote to accept the matrix. The initial screening date is Monday. We will still be accepting applications.

Desmond: You have already begun receiving applications? I don’t remember hearing about this screening date.

Janie: The initial screening date was in the ad that we approved. Stacie has been going through the applications and calling people who don’t meet out minimum requirements. Zoë, do you have anything you would like to say about this before we start to discuss it?

Zoë: The comments within the matrix are suggestions I made during discussion. As long as we and Carolee understand what these qualifications mean, I think it is fine.

Ed: What is R & D representing?

Janie: R is required qualifications and D is desired.

Desmond: Say you have 20 people who match all the criteria, how to you winnow that down?

Janie: This matrix will help. We will be rating the candidates for how well they meet each qualification. We will also call references.

Diane: I found this to be remarkably thorough. I could not think of anything else to add. If you are using this in the way I expect from the task force, it will be great. As far as the timeline, we will know or not whether we have a good pool as soon as we start screening.

Desmond: But if you close the position and we don’t have a good pool then what?

Janie: I don’t feel it is that rushed. If we have 50 great candidates, we may have to push back the timeline a bit.

April: I understand difficulty with continuity and that you want to hand over as little as possible to the new board, but it doesn’t preclude you from participating in a task force.

Janie: We discussed when we made the decision to terminate that we would try and do as much as possible to hire the new General Manager and not hand over a huge pile of work for the new board.

Bija: But our goal is to have a good general manager, not to meet a deadline

Desmond: Looking at the matrix, where it says “Openness to new ideas, regardless of origin (adaptability and flexibility) or Openness to new ideas from all corners of the organization”, I would choose the first one.

Bija: I agree.

Desmond: But why not just say “Openness to new ideas”. Period.

Brie: I agree.

Ed: I think that “Demonstrated ability to create and implement strategy for development and growth in a competitive market (strategic planning experience)” should read: “Demonstrated ability to create and implement a strategic plan for development and growth in a competitive market.”

Bija: Going back for a minute, I wanted to point out that “regardless of origin” came from staff, which is why we kept it in.

Diane: Ok, I would like to keep it then.

Ed: On the bottom of page 3: “Ability to communicate financial information to members, staff, and the Board of Directors. Or Capable of appropriately communicating changes & impacts to necessary stakeholders in a timely fashion.” My suggestion is that it is very important that the GM reports on the possible impact of decisions.

Janie: The point above that may cover it: “Ability to communicate, edit and synthesize and tell our story about our business, including changes and impacts.”

Bija: To me that is more about marketing.

Diane: So do we want to separate this into two bullet points?

Ed: Yes, I think separate bullet points would be best.

Janie: So we will split this point into two. One will be “The ability to communicate financial information to members, staff, and the board of directors.” And the other, “Capable of appropriately communicating and discussing information and their impact to necessary stakeholders in a timely fashion.”


Ed: I also wanted to point out that you have “Experience with and dedication to cooperative business model” marked as a desired qualification. I feel like that should be required.

Janie: We wanted to cast a wide net. If we can’t locate someone with co-op experience, we don’t want to ignore a good candidate just based on that.

Desmond: I agree with you on this point.

Diane: Our example for this when we first discussed it was Stacie who is coming from working with Chevron but completely dedicated to co-ops.

Desmond: In regards to the rating scale, why do we have the question mark for more information?

Janie: If you don’t feel you can evaluate the candidate, you need to mark it somehow and we felt this was better than just leaving it blank.

Zoë: My understanding from Carolee was that before we make decision, we would want to fill in all areas with question marks by either checking references or during the initial interview.

Janie: Are people ready to vote?

Board indicates yes.

Janie: We are voting to accept the matrix with the following changes: First change “Demonstrated ability to create and implement strategy for development and growth in a competitive market (strategic planning experience)” will change to “Demonstrated ability to create and implement a strategic plan for development and growth in a competitive market.” The second change is “Openness to new ideas, regardless of origin (adaptability and flexibility) or Openness to new ideas from all corners of the organization” will change to “Openness to new ideas regardless of origin.” The third change is “Ability to communicate financial information to members, staff, and the Board of Directors. Or Capable of appropriately communicating changes & impacts to necessary stakeholders in a timely fashion” will split into two criteria: “The ability to communicate financial information to members, staff, and the board of directors” and “Capable of appropriately communicating decisions and information and their impact to necessary stakeholders in a timely fashion.”

Janie moves to adopt the matrix as amended
Ed seconds
Passes unanimously

Janie: Stacie asked me to ask everyone here to come to the annual meeting. We need a strong board presence, as there will be lots of questions. We have been told Eric Stromberg will be there.

Brie: Will all the candidates be at the annual meeting?

Bija: There are seven candidates who have confirmed and four who have not.


3.0
Motion: Adjourn

Ed moves to adjourn at 7:42 PM
Janie seconds
Passes unanimously

/s/ Zoë Plakias, Secretary

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