September 8, 2014 Minutes

DAVIS FOOD COOPERATIVE, INC.

BOARD OF DIRECTORS

MEETING MINUTES

September 8, 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 Ed Clemens.

Roll Call:

Directors Present: Ken Bradford (via Skype), Ed Clemens, Karen Firestein, Desmond Jolly, Diane Parro, Ben Pearl, Zoë Plakias, Sandra Schickele, Steve Reynolds

Directors Absent: None

Staff Present: Beth Tausczik, Julie Cross

Guests Present: April Kamen, Doug Walter

Roles:

Facilitator: Ed

Time Keeper: Zoë

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

There were no member comments.

Announcements

Zoë announced that Bija Young resigned as a Director on Saturday, September 7, effective immediately.

Diane reminded everyone of the upcoming CBLD training. Desmond and Karen will not attend.

Agenda Review

Diane added acceptance of the August 8 Resolution by Written Consent motion to the Consent Calendar.

Zoë added a 15-minute item to the closed session about the composition of the Board.

Ed added the Charter of the Treatment of Staff Task Force to item 4.4 Task Force Charters.

Zoë moved to adopt the agenda as amended

Steve seconded

Motion carried unanimously

2.1 Safe Conversation with the GM

The board asked questions regarding the July financials, financial periods, other professional fees, marketing expenses, hiring, and turnover.

(No item 2.2 appeared on the agenda.)

2.3 Board Process

Ed presented an item on the Role of the Vice President with the recommendation that the Board continue with the role of the Vice President as outlined in existing policy. The Board indicated support for this recommendation.

3.1 Consent Calendar

3.1 Approve August minutes

3.2 Policy monitoring chart

3.3 Attendance report

3.4 Task force reports

3.5 Corresponding secretary report

3.6 Ratification of August 8, 2014 resolution

Zoë pulled 3.4 Task force reports

Zoë moved to accept the Consent Calendar (as amended)

Diane seconded

Motion carried unanimously

4.1 Additions from Consent Calendar

Consent Calendar Item 3.4 Task force reports The Board discussed the purpose of the Bylaws Revision Task Force. Once there’s been a meeting, the task force will have more to share with the Board.

4.2 GM Search

The Board discussed the idea of staff being on the Search Task Force, as volunteers and voting members, with input into the process but not making decisions as to specific candidates.

Ben moved that the Board empower the GM Search Task Force to carry out a staff-wide election to appoint two staff participants to the Task Force.

Desmond seconded

Aye: Ken, Ed, Zoë, Diane, Ben, Desmond, Steve

Nay: no votes

Abstaining: Sandra, Karen

Motion carried, 7 in favor, two abstaining

4.3 Adopt revised Board work plan

Zoë presented a revised Board work plan.

1. The GM Search timeframe. There was some discussion of the timeframe being too short. Tabled to October Meeting, when the GM Search Task Force will bring a timeline.

2. Board policy overhaul “Blitz”. The Board discussed the effect of bylaw changes on policy changes, the possibility of doing it incrementally to make it easier for newer directors (which may be a drawn out process), using a task force in conjunction with the incremental process. Tabled to the October meeting. Zoë will ask CDS for a proposal.

3. Board retreat on board culture and teaming. Would probably run around $1,500 as a stand along training. Steve suggests using this retreat to discuss bylaw choices. Zoë suggests discussing that after October meeting. Ben suggests getting someone local to save money.

Karen moved that we conduct a full day board retreat on board culture and teaming that would include a section on the state of the Co-op, not in concert with the policy blitz.

Ben seconded

Aye: Ed, Zoë, Diane, Ben, Desmond, Steve, Karen, Sandra

Nay: (none)

Abstained: Ken

Motion carries, 8 in favor, one abstention

4.4 Charter new task forces

Board Training & Education

Zoë moved to charter the Board of Directors Training Task Force to coordinate all training opportunities and education sessions for the Board of Directors. The budget for training is either included in the Board Budget or will be requested on a case-by-case basis. Additional members to the Task Force can be added by the leader. The Task Force will sunset in July 2015 following the Board Training for the incoming 2015-2016 Board.

Leader: Karen

Other Members: Diane, Zoë

Steve Seconded

Motion carried unanimously

Member Linkage

Zoë moved to charter the Member Linkage Task Force. The purpose of the Linkage Task Force is to provide a forum for owners’ ideas and concerns, to monitor the Board's communication with member-owners, and to plan and execute initiatives for member linkage and education about the role of the Board. Members are added to the Task Force at the discretion of the Directors serving on the Task Force. The Task Force is authorized to spend up to $1000. Expenditures in excess of this amount must be approved by the Board.

Leader: Sandra

Other Members: Ben

Desmond Seconded

Carried unanimously

Ed moved to charter the Treatment of Staff Task Force. The Treatment of Staff Task Force will review models and protocols used by other Co-ops to monitor their treatment of staff procedures. The focus will be to determine the criteria used to measure the success of those policies and how successful the policies and monitoring protocols are as reported by the respective Boards of Directors. The Task Force will use this information to inform the Davis Food Co-operative Board of successful approaches that might be considered for its own monitoring protocols as it anticipates updating its B2 Policy. Members are added to the Task Force at the discretion of the directors serving on the Task Force.

Lead: Ed

Other members: Desmond, Ben, Diane

Steve Seconded

The Board discussed concerns about this task force in the past, revisions to the charter to address those concerns, the name of the task force, why there is a task force for this end but not for others, and the importance of this task force with respect to our staff.

Sandra offered a substitute motion replacing “Members are added to the Task Force at the discretion of the directors serving on the Task Force.” with “Additional members must be approved by the Board of Directors.”

Zoë seconded

Aye: Karen, Diane, Sandra

Nay: Ben, Desmond, Ken, Ed

Abstaining: Steve, Zoë

Substitute Motion failed

The Board voted on the original motion

Aye: Ed, Diane, Ben, Desmond, Sandra, Ken, Karen

Nay: (none)

Abstaining: Steve, Zoë

Motion carries, 7 in favor, two abstentions

4.5 Adopt board budget

Steve presented the Board line item budget. The store budget includes $68,000 for governance, including all expenses (election, bylaw amendment), but not labor. Zoë suggested adding $2,000 retreat expense to the line item budget and possibly more for professional fees.

Steve moved that the Board budget $30,000 and revisit line items in October.

Karen seconded

Motion carried unanimously

4.6 Choose next facilitator/timekeeper

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

Facilitator: Diane

Timekeeper: Desmond

Zoë moved that the Board adjourn to closed session at 8:23 p.m.

Sandra seconded

Motion carried unanimously, Ben absent

Notice of Closed Session

A closed session of the Board was called to order by Zoë Plakias at 8:35 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 and matters of competitive advantage.

Directors Present: Ken Bradford (by Skype), Ed Clemens, Karen Firestein, Desmond Jolly, Diane Parro, Ben Pearl, Zoë Plakias, Sandra Schickele, and Steve Reynolds.

Directors Absent: none

Staff Present: Beth Tausczik

Guests Present: none

The Secretary determined that notice of the meeting was duly provided to all Directors by notice on the agenda published on September 1, 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 2014-2015 budget was discussed and Beth Tausczik left at 9:11 p.m.

Interim GM reporting was discussed.

Zoe moved to adopt a one-year plan, as set forth by the Board, at a special meeting at a time to be determined.

Karen seconded.

Motion carried unanimously.

Ken left at 9:50 and rejoined at 9:56 p.m. (by Skype)

Desmond moved to direct the Interim General Manager to provide an electronic copy of the HR Audit report for the Board to access via dropbox.

Ben seconded.

Motion carried unanimously.

Board composition was discussed.

Sandra moved to adjourn the meeting at 10:12 p.m.

Desmond seconded.

Motion carried unanimously.

/s/ Diane Parro, Secretary

__________________________________ ______________________

Secretary, Davis Food Cooperative, Inc. Date Approved