October 6, 2014 Minutes

DAVIS FOOD COOPERATIVE, INC.

BOARD OF DIRECTORS

MEETING MINUTES

October 6, 2014

Call to Order

The regular meeting was called to order at 6:32 pm at the Davis Food Co-op Teaching Kitchen, 537 G Street, Davis, California, by Diane Parro.

Roll Call:

Directors Present: Ken Bradford, Ed Clemens, Karen Firestein, Desmond Jolly, Diane Parro, Ben Pearl (arrived at 8:08, during break), Zoë Plakias, Sandra Schickele, Steve Reynolds

Directors Absent: None

Staff Present: Beth Tausczik (arrived 6:55), Julie Cross

Guests Present: Babak Yousefzadeh (arrived 7:05), Vince Ortiz, April Kamen, Rachel Quinn, Doug Walter, Jack Young

Roles:

Facilitator: Diane

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

Welcome and Introductions were performed

Comments

Desmond visited Jack’s Urban Eats in Davis and notes that Brad Cacciatore (formerly of our Front End) is a manager there. Brad has nothing but nice things to say about the co-op. Ed went to Hoes Down. Jack Young, former Director, commented on sales and past financial decisions, recommended hiring an independent consultant to help. Zoë overheard a customer service exchange in meat department and was impressed with the staff member’s very informative answer to the customer.

Announcements

Clarification: Ken is voting as an alternate, will discuss in closed session.

Agenda Review

4.65 5-minute operation of task forces

Ed moved to adopt the agenda as amended

Zoë seconded

Motion carried unanimously

[In the absence of several agenda item leads, agenda items were reordered by facilitator with the consent of the Directors.]

Consent Calendar

3.1 Approve September minutes

3.2 Policy monitoring chart

3.3 Attendance report

3.4 Task force reports

3.5 Corresponding secretary report

3.6 Board members representing the Co-op

Item 3.4, Task Force Reports, was removed from the Consent Calendar and added to item 4.1.

Zoë moved to accept the Consent Calendar as amended

Desmond seconded

Motion carried unanimously

4.3 Bylaw restatement update and timeline

Steve reported that the Task Force is still wrestling with what to include in restatement and a timeline. The Board discussed possible timelines, and requested a written report at the November Meeting. Karen noted that April Kamen has been added to the task force.

2.2 Board Process

Babak Yousefzadeh presented an item on fiduciary responsibility.

2.1 Safe Conversation with the GM

Directors asked questions regarding financial statements, date of wage thaw, sales per labor hour, tiered mailer, average basket size and new members. Ben appreciates news & staff updates. Zoë acknowledged Beth’s work in the job description project.

4.1 Additions from Consent Calendar

3.4 Task force reports

Zoë pulled this item to ask about member linkage plans and what they might need from directors. That will be discussed at November meeting.

4.2 GM Search update and timeline

Ben reported on this item. The task force is looking at scenarios, including researching Carolee’s recommendations & Central Co-op’s methods. They will bring recommendations in November with Search Timeline. The Search will be completed by April 1.

4.4 Policy rewrite proposal

Zoë reported on this item with the goal of understanding if this is something the Board would like to pursue at any time this year so we can get it on the calendar. The Board discussed the options of policy rewrites, new policies and bylaw restatement, as well as who at CDS could assist.

The Board agreed to hear from Bylaws task force next month before deciding.

4.5 Board budget specifics

Steve did not have time to complete. Postponed to November.

4.6 October board retreat agenda

Zoë reported on this item, with three goals:

Provide feedback on draft retreat agenda

Desmond asked if Part 1 (Build a shared vision) is a topic or an outcome. The idea is to get everyone on the same page and share a vision. Ken will not be there, it conflicts with something that’s been planned for 6 months. Zoë apologizes that there was not a date when everyone would be available.

Choose a facilitation option

The Board discussed options for a facilitator for the all day Board Retreat and for the November BOD meeting.

Steve moved that the Board authorize the Task Force spend up to $3,000 to obtain a facilitator

Ed seconded

Motion carried, Ben abstaining

Choose a presenter/format for State of the DFC section

The Task Force recommended a report from Paula Gilbertson via Skype. There was no objection.

4.65 Task Forces

Zoë will review bylaws and policy and consult with Therese Tuttle to answer questions about Task Forces including procedures for posting meetings and minutes, member discounts, number of members and staff support.

The next regular meeting of the Board will be held on November 3 at 6:30 pm in the Teaching Kitchen.

Facilitator: Diane

Timekeeper: Steve

Zoë moved to adjourn to closed session at 9:06.

Desmond seconded

Motion carried unanimously

Notice of Closed Session

A closed session of the Board was called to order by Diane Parro at 9:10 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.

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: 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 29 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 Living Wage Q&A

The current implementation of the Living Wage was discussed.

5.2 Policy B10 Review & Discussion

This item was table for discussion at the October Board Retreat.

5.3 Board member selection process

Desmond moved to appoint first alternate, Ken Bradford, to the Board position vacated by Bija Young. The Board has chosen to take this action due to the fact that the Davis Food Co-op is in a significant period of transition with interim management and several major Board initiatives underway including the search for a General Manager and a restatement of the Bylaws. We feel that it would not be possible to orient a new director to our Board and complete our Board’s work under these circumstances.

Ben seconded

Motion carried, Ken abstaining

Sandra moved to adjourn the meeting at 10:22 p.m.

Steve seconded.

Motion carried unanimously.

/s/ Diane Parro, Secretary

__________________________________ ______________________

Secretary, Davis Food Cooperative, Inc. Date Approved