December 1, 2014 minutes

DAVIS FOOD COOPERATIVE, INC.

BOARD OF DIRECTORS

MEETING MINUTES

December 1, 2014

Call to Order

The regular meeting was called to order at 6:35 pm at the Davis Food Co-op Teaching Kitchen, 537 G Street, Davis, California, by Ben Pearl.

Roll Call:

Directors Present: Ken Bradford, Ed Clemens, Karen Firestein, Desmond Jolly, Diane Parro, Ben Pearl, Zoë Plakias, Sandra Schickele (arrived 7 pm), Steve Reynolds

Directors Absent: None

Staff Present: Beth Tausczik, Julie Cross

Guests Present: Doug Walter, Vincent Ortiz, Amanda Soames, April Kamen, Diane Gasaway and John McNamara from the Northwest Cooperative Development Center

Roles:

Facilitator: Ben

Time Keeper: Desmond

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

Ends statements and ground rules were read.

Announcements

Zoë mentioned that a UCD undergraduate contacted her & Beth for interviews for a paper.

Julie provided details on the Holiday Meal, Children’s Candlelight Parade and STEAC family adoption.

Diane noted that the Parro family has committed to helping with Holiday Meal clean up.

Agenda Review

Zoë added an additional item related to CBLD & consulting for 2014 as 4.55

Ben moved to adopt the agenda as amended

Steve seconded

Motion carried unanimously

2.1 Safe Conversation with the GM

The board asked questions regarding employee turnover, financials/depreciation, liquor set, legal fees, financial indicators, internal goals for turnover (which the Board will consider as a metric for the staff end).

2.2 Board Process

Ben introduced Diane Gasaway and John McNamara from the Northwest Cooperative Development Center, who presented information about their background, timeline and work plan.

3.1 Consent Calendar

Zoë reminded task force chairs to send in reports for the packet.

Ben moved to accept the Consent Calendar.

Desmond seconded

Motion carried unanimously

4.1 Additions from Consent Calendar

(None.)

4.2 Bylaw Restatement Update

The Board discussed their capacity to carry out this project for the 2015 election. The Board agreed that there are no substantive disagreements about changes. Directors discussed needs for the projects, including a communication plan, a replacement plan for changes, linkage, marketing plan, and focus groups of senior & influential people. The Board also discussed the possibility of a two-year task force, and the effects of Board turnover. Doug observed that a consultant gave us this path to amending and restating but we could just amend that one section.

Zoë moved to extend the bylaw restatement process and for the TF to continue its work in proposing restated bylaws and a communication plan for a future election. The task force will continue its work with the goal of proposing a restatement no later than the regular 2016 ballot, and return with a timeline for process and a communication plan by the February 2015 board meeting.

Ben seconds

Motion carried 8-1, Steve dissenting

Steve noted that this is why cooperative grocery stores are far less than 1% of the grocery business.

4.3 Task Force Discussion Follow-up

Zoë followed up on items from last month.

Discounts for Audit Task Force members: Zoë, Beth & Steve discussed the options and suggested eliminating the superworker discount in favor of a 5% discount across task forces. This can be revisited as needed. Desmond notes that we discussed other options – gift, stipend – as an appreciation. The group decided that wasn’t necessary.

Ben moved that we direct staff to make the change that members at large serving on the Audit Task Force receive the same 5% discount as other task forces effective January 1, 2015

Karen seconded

Carried unanimously

Recognition for staff serving on Task Forces will be discussed in January.

A question regarding staff support for task forces came up recently. Zoë suggests that each task force that feels like they need support beyond the usual write out a request for that support & provide it to Beth. If Beth has concerns, she can bring it to Zoë who can bring it to the Board. Ben suggests we have that discussionsooner rather than later. Zoë notes we can talk about it over email to avoid holding up task force work.

4.4 Charter/Renew Task Forces

Zoë presented an Election Task Force Charter.

Election Task Force

Charter: The Election Task Force is authorized to review and approve the 2015 Election Materials, and to serve as the Board's part of the team of persons providing an impartial analysis of measures to be voted on, per Bylaws, Art. IX, Sec. 6(C)(4)(a). The task force is authorized to make decisions on all election related issues and speak for the Board on such issues. The task force will notify the Board of all actions taken within 24 hours. The task force has no authority to spend funds. The task force will consist of three members appointed by the Board who are not themselves, who do not share a household with, and who do not have as an immediate family member any candidate for the position of director in the 2015 election.

Zoë moved to charter the Election Task Force with Ed as the lead and Zoë and Karen as members.

Sandra seconded

Motion carried unanimously

Zoë discussed the Audit Task Force, which has a standing charter but which charter should have been reaffirmed in August by the Board—with new task force assignments made at that time. She presented a revised charter, which removed several typos and brought language about membership in line with that used in other task force charters.

Audit Task Force

The Audit Task Force will:

• Appoint the independent auditors to be engaged by the Organization to perform the needed services related to the corporate financial statements and the pension plan financial statements and approve the audit/review fees of the independent auditors.

• Review with the independent auditor and the appropriate manager of the Organization, the audit/review scope and plan of the independent auditors.

• Review and evaluate the performance of the independent auditors and review with Management and the Board of Directors the reasons for any proposed discharge of the independent auditors.

• Report at least annually in August to the Board of Directors regarding the acceptability of the audit/review, the auditors, the accuracy and presentation of financial statements and any other aspect deemed appropriate by the Audit Task Force and the Board of Directors.

• Review with the independent auditor and the appropriate manager of the Organization, the Organization’s pension plan annual financial statements and related footnotes, the independent auditors’ audit/review of the financial statements, and their report thereon. The Audit Task Force will also review the independent auditor’s judgment about the quality, not just the acceptability of the Organization’s accounting principles applied in its financial reporting, any changes required in the independent auditor’s audit plan, any serious difficulties with management encountered during the audit and any matter required to be discussed by the Statement of Auditing Standards (SAS) No. 114, Communication with Audit Task Force, as amended.

• Conduct closed sessions with the outside auditors, CEO, appropriate manager, general counsel and outside counsel, and anyone else necessary to complete the charge of the Task Force.

• Be authorized to hire outside counsel or to hire other consultants to assure the integrity of the financial statements.

• Pre-approve any non-audit services of the audit firm in excess of $5,000.

• Perform such other functions as assigned by law, the Organization’s bylaws or the Board of Directors.

Each Member of the Audit Task Force shall be a Director of the Organization or a member in good standing of the Organization and not an employee, or vendor of the Co-op. The Board of Directors shall appoint at least two members of the Board and at least one member of the Organization in good standing. Any additional members of the Audit Task Force must be approved by the Board of Directors. The Chair of the Audit Task Force will be appointed by the President of the Board of Directors.

The Audit Task Force shall not dissolve, but the appointment of directors and members shall be reviewed by the Board each August.

Zoë moved to reaffirm the Audit Task force charter with Zoë as lead and Sandra as a member.

Steve seconded

Motion carried unanimously

Zoë noted that the Audit Task Force will return with additional members for approval.

Member Linkage Task Force

Zoë presented proposed changes to the Member Linkage Task Force which would authorize it to lead the Board in strategic thinking around the question: What does it mean to be a Co-op member-owner?

Revised charter: 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. The Task Force is also charged with leading the Board in strategic thinking around the benefits of cooperative membership. 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.

Ben moved to amend the Member Linkage task force charter

Zoë seconded

Carries unanimously

Karen noted this should be a coordinated effort with the Education Task Force.

4.5 Board Budget Follow up

The Board reviewed a revised budget which more accurately reflects expenses that the Board has incurred and adds the GM Search expense. The Board discussed what items are properly “governance” and agreed that those expenses not normally incurred by a conventional grocery store are governance costs.

The board discussed future accounting and reporting. They would prefer to see only those items over which they have control, with that responsibility falling on the treasurer. It would be interesting to see what is spent on attorney’s fees by the Board as well. The Board would like a section which indicated governance expenses as Co-op overhead.

A revised budget will come back in January.

4.55 CBLD Consulting 2014

(Karen left the room)

Zoë moved that we pay CBLD up to an additional $500 for 2014 consulting fees.

Steve seconded

Motion carried unanimously, Karen absent

The next regular meeting of the Board will be held on Monday, January 26 at 6:30 pm in the Teaching Kitchen.

Facilitator: Zoë

Timekeeper: Ken

Zoë moved to invite Vincent Ortiz to the closed session as a member of the GM task force

Ben seconded

Motion carried 8-1, Karen abstaining

Zoë moved to adjourn to closed session at 8:31

Diane seconded

Motion carried unanimously

Notice of Closed Session

A closed session of the Board was called to order by Ben Pearl at 8:48p.m. This closed session was held 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: Ken Bradford, Ed Clemens, Karen Firestein, Desmond Jolly, Diane Parro, Ben Pearl, Zoë Plakias, Sandra Schickele, Steve Reynolds.

Directors Absent: none

Staff Present: none

Guests Present: Vince Ortiz, Diane Gasaway, John McNamara.

The Secretary determined that notice of the meeting was duly provided to all Directors by notice on the agenda published on November 21, 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).

5.1 General Manager Search Criteria

The Board discussed the general manger job description, search timeline, and long and short job advertisements.

Karen moved to accept the draft GM job description with the revision.

Seconded by Sandra.

Motion carried unanimously.

Ben moved to adjourn the meeting at 9:23p.m.

Ed seconded.

Motion carried unanimously.

/s/ Diane Parro, Secretary

__________________________________ ______________________

Secretary, Davis Food Cooperative, Inc. Date Approved