November 3, 2014 Meeting Mintues

DAVIS FOOD COOPERATIVE, INC.

BOARD OF DIRECTORS

MEETING MINUTES

November 3, 2014

Call to Order

The regular meeting was called to order at 6:31 pm at the Davis Food Co-op Teaching Kitchen, 537 G Street, Davis, California, by Diane Parro.

Roll Call:

Directors Present: Ken Bradford (arrived 6:34), 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: Vince Ortiz, Doug Walter, April Kamen (6:34)

Roles:

Facilitator: Diane

Time Keeper: Steve

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

Ed was in Johns Island in SC and visited the Progressive Club, the first co-op on the island. Ben was excited to be able to round up at the registers. Diane added kudos.

Announcements

Zoë reminded Directors of the Special Meeting on Thursday at 6:30. Directors agreed to have dinner.

Ben announced that Jennifer Taylor of the Center for Land-Based Learning has offered to give Directors a tour. He will send out a scheduler.

Agenda Review

Zoë switched the order of 4.3 & 4.4 on the agenda

Steve to adopt the agenda (as amended)

Zoë seconded

Motion carried unanimously

2.1 Safe Conversation with the GM

Questions on Turkey donations, membership, tiered discounts, outreach on campus, health insurance, new hires, turnover, sales per labor hour, and sales FY 13-14.

Desmond expressed interest in hearing about membership drive plans.

2.2 Board Process

Zoë presented a discussion of Task Forces.

Per Therese Tuttle, there is no specific notification requirement for “open meetings”. Tuttle’s opinion is that as long as we have posted contact information for task force chairs that is sufficient for maintaining the openness.

After discussion, the Board agreed to follow the recommended practices for posting meetings & contacts.

As far as minutes, Tuttle says there needs to be a record, but a task force report to the board is sufficient. Minutes are not required, but if there are minutes, they would have to be produced. Zoë will clarify with Tuttle the definition of minutes. The Board agreed to follow the recommended practices and report meeting dates along with whatever happened over the period.

The Board discussed discounts for task force members. They will discuss it further by email and Steve will come up with a proposal for thanking members beyond the Memberwork Discount. All task force chairs are responsible for letting Beth know who is eligible for discounts. Zoë will follow up on a way to recognize staff.

Zoë will write a handout on this process & Karen will add to training.

3. Consent Calendar

3.1 Approve October minutes

3.2 Policy monitoring chart

3.3 Attendance report

3.4 Task force reports

3.5 Corresponding secretary report

Zoë pulled task force reports for Linkage (item 3.4)

Karen pulled task force report for Board Education

Zoë moved to accept the Consent Calendar as amended

Sandra seconded

Motion carried unanimously

Additions from Consent Calendar

4.1 Task Force reports.

Karen reported that the Board Education Task Force did not meet.

Ed reported that the Treatment of Staff Task Force did not meet.

Sandra asked for someone to write Linkage article for the Vine. Steve will write on bylaws for January/February and Zoë will write on financials for March/April.

Sandra mentioned a planned Linkage Event on December 13, BBQ with the Board.

Break 7:43

4.2 GM search update

(Karen departed 8:03)

Ben reported.

The Task Force recommends going with the Northwest Cooperative Development Center.

Ben moved that in line with task force recommendations the Board sign a contract with NWCDC not to exceed $20,000 and approve additional costs not to exceed $8,000

Ed seconded

Motion carried unanimously

4.4 Bylaw restatement update

Steve presented.

After board discussion, Steve moved that the Board of Directors of the Davis Food Coop hereby authorizes the Bylaw Restatement Task Force to proceed with final drafting of a Restatement of the Bylaws and Articles of Incorporation of the Davis Food Coop using Cooperative Development Services’ “Fresh Start Template” as a guide. This will result in a simpler, more flexible set of Bylaws which will allow the organization to grow and adapt to changing technology, demographics and market conditions in the years ahead. Key differences between the new Bylaws and DFC’s current Bylaws are as follows:

1. Articles of Incorporation to be modified to allow for more than one class of shares.

2. The CDS model bylaws shall be the template used for the restatement.

3. Leave the current staff director provision as is. No more than two staff directors.

4. Leave out provision for member initiatives.

5. Create mechanism in by laws for member capital/preferred shares.

6. Remove Article IV sec. 6, which requires working members discount for individuals over 62.

7. Leave 4% limit on share ownership.

8. Remove Article V sec. 2 defining fiscal year.

9. Change Board size from “11” to “either 11 or 9.”

Upon the adoption of the proposed restatement everything required under the current bylaws shall be continued until management or the Board of Directors makes an explicit change. For example: the election procedures shall not be changed until and unless a Policy is adopted for elections. The fiscal year will not be changed until management, the Board and our attorneys and accountants make and implement a plan. The Senior and Community discount policies will remain unchanged until a replacement policy acceptable to the Board and Management is crafted and adopted by the Board.

Ed seconded

Motion carried unanimously.

4.3 Policy rewrite options

The Board agreed to not decide on policy rewrite options until later in the board year.

4.5 CBLD participation in 2015

Zoë presented.

(Vince departed 8:44)

The Board discussed CBLD and who they could work with in the coming year.

Zoë moved to contract with CDS for CBLD for calendar year 2015.

Steve seconded

Motion carried unanimously.

4.6 Board budget specifics

Steve presented.

(Doug departed 8:58)

Postponed to December to check against Store Budget.

The next regular meeting of the Board will be held on December 1 at 6:30 pm in the Teaching Kitchen.

Facilitator: Ben

Timekeeper: Desmond

The Board evaluated the meeting.

Diane moved to adjourn at 9:05

Ed seconded

Motion carried unanimously

/s/ Diane Parro, Secretary

__________________________________ ______________________

Secretary, Davis Food Cooperative, Inc. Date Approved