DAVIS FOOD COOPERATIVE, INC.

BOARD OF DIRECTORS

MEETING MINUTES


September 12, 2011


Call to Order


The regular monthly meeting was called to order at 7:02 at the Davis Food Co-op Teaching Kitchen Conference Room, 537 G Street, Davis, California, by Steve Reynolds.


Roll Call:

Directors Present: Janie Booth, Travis Breckon, Julie Cross, Stacie Hartung-Frerichs, Desmond Jolly, Sarah Palmer, Ben Pearl, Steve Reynolds, Frank Fox, Dina Biscotti, Sam Citron


Staff Present: Doug Walter, Eric Stromberg, Kenna Krueger


Guests Present: David Loehr


Roles:

Facilitator: Janie

Time Keeper: Julie

Notetaker: Nathan Milos


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).


Member Comments:

Dina: At the Day in the Country event for the Yolo Land Trust,, some long-term members told me that when the shop at other stores they feel like they are on another planet. Another member visited the Los Alamos Co-op and saw the rotating quilt; she said our logo was more recognizable.


Review Ground Rules: Read by Nathan


Announcements:

Julie: Friday September 23rd is the Eat Local Fair; you’re all invited to join. I was nominated for and awarded an Cool Davis Initiative Eco-Hero award/


Desmond: International House is putting on a Cultural Festival on the 1st of October.


Eric: This $300 check represents an interest payment on our investment made in the River Valley Market, the food co-op in Northampton, MA. They are now profitable and able to begin repayment.


Ben: Solar Community Housing Assn. has reached what we believe is a five year lease agreement for the Domes. We plan to do a work weekend in November.


Stacie: We did get the bill for the teaching kitchen alcohol license change through the assembly and senate; it’s waiting for the governor to sign. I thanked Lois Wolk our senator. Dina, Melanie, and I went to the Taste of Yolo on Sunday and represented the Co-op. Dina and I felt like we got member linkage done for the month. It was really fun to represent the Co-op.


Q&A:


None.


Agenda Review


Amend Agenda by Stacie: I don’t think I’m the lead of the task force for member owner capital; I think it’s Steve.

Steve: That’s fine.

Stacie: I’m still on the task force.

Steve: Why don’t we take the audit task force report off consent?


Julie moves to adopt agenda as amended

Janie seconds

Motion passes unanimously


3.1-Approve amended 2011-2012 Board Calendar

Janie: I have the calendar here, which I emailed to everyone. I’ve made the changes that Stacie brought up last month. It’s not set in stone if you had more changes.


Stacie: I want to make sure that BGM 4 in September should be in a closed session. I actually would like the B 11 report this year, because we did the bathroom.


Eric: It’s a capital improvement not a renovation.


Julie moves to adopt the calendar as amended

Desmond seconds

Passes unanimously


3.2-BGM Global: Board-GM Linkage

Steve: I wanted to let everybody know that in my report I meant “breaches” as in violations not “pants.” Basically I think the board’s generally done a good job of using the GM as our contact. When we do talk to staff members, it’s at the GM’s approval. That’s my impression; that’s what I put in the report. I’d be interested to hear Eric’s impression.


Eric: I agree.


Steve: Good, good. I think as we get better at Policy Governance, we get better at this.


Dina: Is this something that we should not just ask the board’s impression?


Eric: One of the policies has me reporting on whether you’ve violated the policy.


Stacie: Can we include Eric on the survey?


Steve: Nathan, can you make a note of that?


Stacie moves to accept the report

Janie seconds

Carries unanimously.


3.3-B4 - Budgeting and Financial Condition

Janie: We already talked about B4. There was some confusion among some of us when we received the report. We weren’t clear that it was B4.


Stacie: We can move into closed session if we want. Right now, I think we should talk about process. I think the document is good. I don’t know if it actually reflects compliance with the policy. What should this document look like? I thought I’d pull out the policy to make sure we’re in compliance. B4 is a little unwieldy. There are some things that B4 says Eric has to do before the beginning of the fiscal year. From a process perspective, I think this ought to be written like your other reports – noting compliance or non-compliance. Do other directors want Eric to come back with this?


Julie: I think what we got is a reasonable interpretation.


Stacie: I’m not sure we have disclosure of all the planning assumptions. We asked for a SWOT analysis…


Eric: It’s in there.


Stacie: I don’t actually have it.


Steve: It’s there…last page.


Janie: I guess it depends upon whether the board thinks it’s a reasonable interpretation. How do other board members feel?


Desmond: I think that in a legal definition, one could say it is a reasonable explanation. I don’t think it’s very well presented. There’s too much information for a strategic plan. It actually doesn’t enlighten a board member while reading it. Even the SWOT analysis reads like an essay. While it could be said to be a reasonable interpretation, it’s not very well done.


Steve: I think it is a reasonable interpretation. I like Stacie’s suggestion. This is important; I wouldn’t want to forego the narrative, or the 45 minutes we spent on it.


Eric: I hear your point; it’s about style and presentation. I don’t think anything in this is out of compliance with what’s asked for.


Julie: I pulled out our policies to see if we dictated the form of the report; we did so only for the Ends. Maybe we need to amend the policy to reflect how we want the report to look.


Dina: I think the matching of the report to the policy is important. If we’re talking about a revision of the policy, I’d like more time to review the report than a week.


Janie: That would be something to put in the policy.


Sam: I’d just like to say that while there may be some quibble here or there in terms of format, as far as I know it’s pretty unique to ask a manager or president to put on a strategic planning hat. Normally that’s a CEO kind of responsibility; he doesn’t generally have day-to-day management for the store. We are asking Eric to wear both hats. It’s a very good strategic plan.


Stacie: I think the other big question for the board is what do we do with this? How do we use it to inform our thinking for the coming year?


Steve: I was just going to say, there’re some issues raised here that merit long-term thinking. The board needs to have a discussion on long-term growth. This document is sort of setting the agenda for the board for the next year.


Steve moves to accept report

Julie seconds


Frank: What does “accept” mean?


Janie: “Accept” means that you accept this report as a reasonable interpretation and that we are in compliance.


Julie: To clarify, we can accept reports that are not in compliance.


Stacie: I don’t think I can vote to accept this report.


Julie: We need a B4 revision committee after we’ve had the strategic planning training.


In favor: Sam, Steve, Janie, Julie, Ben

Opposed: Desmond, Frank, Dina, Stacie

Motion carries


Ben: The reason I approved this is because I know we’ll spend more time on this.


3.4-B8 - Customer Service

Eric: It’s a pretty straightforward report; I’m reporting compliance.

Steve: We have really good customer service.

Stacie: I want to talk to the board about this. We just changed our Ends to add Customer Service. I want to put out there as a heads up to the board that this is an interesting time in policy governance where we have an End and Boundary Policy on the same issue.


Janie moves to accept the report

Stacie seconds

Carries unanimously


3.5-GP8 - 2nd Reading

Janie: We should have taken this off the agenda. I won’t bring these second readings back unless I hear from the director.


Steve: Didn’t we resolve this last month?


3.6-BGM4 - 2nd Reading

Stacie: I added comments; if you have any other comments I’d love to hear them.


Julie: I thought I made the comment that we should continue to use the meeting minutes.



3.7-Update on Bylaw mailing and votes

Doug: The one update from what I had in the packet. We’ve had seven more coupons since the report was filed.


Steve: We’re going to end up with 20 more or less. I think it would be nice if the board wrote a letter to the 20 to explain why we aren’t going to have another election. I’ll task myself with writing the letter. Then I’ll circulate it.


Julie: If we had a corresponding secretary this would be a good job for that person.


3.8-Discussion of possible 2012 Bylaw revision & related task force

Julie: We’ve been trying to rewrite the bylaws so they all have subject/verb agreement and all have the same language. We have attempted to do this several times. We have at least 2 letters from lawyers indicating things that we should fix. My suggestion is that a few directors should read those letters, determine what instructions we want to give to a lawyer, and say, “Make this nice.” I’m willing to head the revision task force.


Dina: Is there an estimate of what this would cost?


Julie: No, but the charter is to bring this back to the December meeting with a determination of the cost.


Steve: Speaking as an attorney, I’m concerned about the cost.


Julie: Until we look at the size of the task, we can’t estimate the cost.


Dina: With that estimated cost, we’ll also see some examples of the changes.


Janie moves to charter a Bylaws Revision Task Force with Julie as chair to review the bylaws and previous advice of counsel. The Task Force will report at the December meeting, with the hopes of gaining Board authorization and funds to direct Staff to work with counsel to prepare amended and restated bylaws for the Spring 2012 election

Stacie seconds

Carries unanimously


Sam: I heard a jocular comment about subject/verb agreement, but can you be specific about the changes you’re referring to?


Julie: We have two letters from lawyers suggesting changes.


Sam: The impetus for this is the attorneys?


Julie: Yes


4.1-Discussion of Duty of Loyalty

Janie: When Babak came last month, I provided a half and hour for him. I thought he would compress the presentation. I asked Steve to talk about duty of loyalty for 15 minutes.


[Steve provides a presentation about Duty of Loyalty.]


Break: 7:58 reconvene: 8:15


4.2-Report on 2011 CCMA meeting in San Diego

Janie: One thing we got out of CCMA was to have a strategic planning meeting. This is a list of ideas that I jotted down right after the meeting [Janie passes out the list]. If something on the list jumps out at you and you’d like to discuss it at length, let me know. Basically, Co-ops are doing well.


Dina: The best takeaway for me was this feeling of the cooperative food movement as a mature social movement. Sometimes you see people involved in social movements who seem discouraged, but we’ve done a lot and influenced the conventional markets. I felt empowered, inspired, and encouraged by the whole meeting.


Janie: There was this entrepreneur named Jimbo who said that organic lettuce makes up 80 percent of the lettuce sold in the country.


Julie: Doug, is your gossip shareable?


Doug: As gossip yes. It seems likely that CCMA will be in Philadelphia.


Julie: I do want to say, especially to people who haven’t been doing this for a long time. If you present at CCMA you get your conference fee paid. You decide what you want to present on, and email Ann Hoyt a proposal in December.


Steve: My comment would be if you’re a new board member and you haven’t gone, I recommend going.


4.3-Strategic planning retreat update & CBL101 training

Dina: Well I just want to say I’m excited about this. Janie was the one who suggested we see Art Sherwood's talk. He suggested an informal dinner beforehand, and I think it would be great if you can make it. I will send an email around for people to register.


Stacie: If you haven’t read the article that was attached, it’s a good primer for what he’ll be talking about.


Janie: We’ll send out information about the dinner closer to the date.


4.4-Discussion of policy governance training

Stacie: I have dates for the next month in the poll I just sent out. Please sign up; I’ll be deciding the date based on your availability. Mine will be less in depth than what Art will go over that weekend.


Janie: I have a Powerpoint I could send out.


4.5-Form March Workgroup Task Force and set date

Janie: Last March we had a workgroup instead of a retreat. We went over the Ends. We need to charter a task force. I’m willing to be the lead.


Julie: Do we need to ask Eric to set new benchmarks before he can report?


Janie: I thought we’d use our existing benchmark.


Julie: They’re new Ends.


Janie: In advance of this meeting we’ll need to accept the new benchmarks.


Stacie: Let’s make a note to agendize the benchmarks. It might be interesting to convene one-hour meetings of board members to discuss the new Ends.


Eric: I might develop benchmarks and ask Michael Healey to review them. He was very helpful last time.


Janie: I will start an email thread.


Julie moves to charter the task force with Janie as lead

Stacie seconds

Carries unanimously


4.6-Schedule board social events

Julie: I sent out a poll, which almost everyone responded to. The night we can get almost all board members is December 9th. Closer to that time we will do some emailing about food restrictions. Sarah has agreed to cook and Travis is going to help.


Stacie: October is Co-op month, and last year we started a Co-op social. Send me an email if there is a Cooperative you’d like to invite.


4.7-Discuss tech secretary and corresponding secretary duties

Janie: These are two positions we didn’t talk about when we elected officers. I’m currently serving as de facto tech secretary. If someone else would like to participate, let me know. The corresponding secretary is someone on the board who responds to letters directed to the board. Julie’s been doing it for two years.


Julie: I’m perfectly happy to do it, but I think someone should take it over, since I won’t be on the board next year.


Ben: To clarify, you’re essentially answering emails from members.? I’m willing to do it.


5.1-August/September linkage events discussion

Dina: We have a task force and we will be meeting on September 15th. I’d also like to plug our September 23rd event: the Eat Local Fair. I will be there.


Consent Calendar

Presented: Consent Calendar Items


Retained by unanimous consent:

Removed by objection: The Audit Task Force Report

Motion: Julie moves to adopt the consent calendar

Stacie seconds

Vote: Motion is adopted unanimously.


7.2-Staff evaluations with reference to Duty of Care

Julie: I have no written report. I reviewed the Duty of Care documents that Babak gave us, and I emailed Babak with our policies that regard reviewing staff. Babak has not had time to get back to me with suggested changes.


Desmond: What is the status right now?


Julie: Right now we have a policy that says we do not review anyone except the general manager and board assistant. Babak feels that that does not meet the duty of care.


7.3-Audit task force update

Steve: We have a report in the task force reports. We met August 29th. Jack found a woman who’s been doing taxation on Co-ops for 30 years. As you may recall from our audit letter the one qualification they had is that because they do our taxes they couldn’t audit them. Now we have someone with a great depth of experience who can audit our taxes for us.


Stacie: I still have my potential changes for the charter; who should I send them to?


Meeting Evaluation


What Went Well?


Julie: I like that everyone had read everything and was ready to act on things.


Janie: I was concerned that we hadn’t figured out what the strategic plan was. I’d like to see more discussion. If you have something in your packet and you don’t know what it is, don’t be shy.


Sarah: I felt like it was really informative, but I didn’t know what it was.


Ben: I wanted to ask on the strategic plan questions, what tools do we have for bringing things back for discussion?


Stacie: You can email Janie a request for agenda items. There’re other ways to go about doing that. If you’d like to, you can propose a task force. You could make an appointment and talk to Eric.


Janie: If you want to know more about something, the best bet is to make a task force, create an agenda item, or email. You can talk to Eric.


Frank: I was confused about getting the strategic plan. There was no buzz that that was going to happen, and then it was in our box. I don’t understand that process.


Desmond: I think that something as important as this document shouldn’t be treated in a cursory manner. I feel like it was treated in a cursory manner tonight. I think we need more discussion on an item that represents a $20 million corporation.


Steve: My hope is that we will revisit it. We have some workshops set up on that issue.


Desmond: I hope next year when this document comes back, it really represents our organization.


Janie: I think we need to clarify our expectations.


Stacie: It feels like this board doesn’t email very much. One of the things I hesitated with was starting an email thread about this. This is the lightest email load I’ve ever had on this board. I just wanted to point that out.


Dina: To that point, I hope we do change the policy to get lengthier documents earlier.


Julie: I wanted to add to that, I know I work for the organization, but I can’t change my schedule at the last minute if meetings are moved.. I’m sorry that I couldn’t come early tonight.


Ben: I think it’s important to realize this is a staff document. We can talk about this all we want, but we have to wait 12 months to reasonably ask for this again.


Steve: Not necessarily.


Julie: I would be reluctant to ask for changes to strategic planning without changing our policy to specify what we want.



Next Meeting –

Facilitator: Ben

Time Keeper: Julie

Recorder:


There being no further business to come before the meeting, it was adjourned at 9:00 p.m. by a motion made by Julie, seconded by Dina, and passed unanimously.


/s/ Julie Cross, Secretary


__________________________________ ______________________

Secretary, Davis Food Cooperative, Inc. Date Approved