DAVIS FOOD COOPERATIVE, INC.

BOARD OF DIRECTORS

MEETING MINUTES


December 3, 2007


Call to Order


The regular monthly meeting was called to order at 7:05pm at the Davis Food Co-op Conference Room, 620 G Street, Davis, California, by Darius Pazirandeh, President.


Roll Call:

Directors Present: Janie Booth, Julie Cross, Lucas Frerichs, April Kamen, Danyal Kasapligil, Darius Pazirandeh, Doreen Pichotti, Steve Reynolds, Joy Rowe, Jack Young (via phone)


Directors Absent: Debbie Eernisse


Staff Present: Kenna Krueger, Eric Stromberg


Guests Present Jay Erker


Roles:

Facilitator: Lucas

Time Keeper/ Evaluator: Julie

Recorder: Julie

Notetaker: Mandy Dawn


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: Several via e-mail, archived on the Coop leaders list


Consent Calendar


Presented: Consent Calendar Items

Retained by unanimous consent:

Removed by objection:


Motion: Joy moves and Doreen seconds to adopt the consent calendar as amended

Vote: Motion is adopted unanimously (with April voting for Jack whose phone connection is lost; is reconnected right after vote).


Agenda Review


Amend Agenda by

5.4 modified

postpone GP3 under 4.3 until January


Motion: Julie moves and Steve seconds to adopt the agenda as amended.

Motion carried unanimously.


Presented: General Manager's Report on B9 (member relations) B-11 (renovation progress), B-11 (reinvestment for renovation savings) and election revisions.


Discussion B9 (member relations): Eric: We have a positive trend in membership year after year. We survey members and the majority say that they read the newsletter; brochures are taken regularly. Wanted: survey to find out how educated members are. Steve: Long term look at changing demographic in Davis. Eric: Bay Area people are moving here; more likely to shop at an upscale grocery than a coop; upgrade our aesthetic to appeal to them. Jack: Need procedure in place for Board to answer member concerns. Darius: Agreed, need something like a flowchart; staff can help Board to direct their answers. Julie: So few members don’t know what to do that it seems excessive to worry about it. Danyal: Board and staff are responsive to comments, members welcomed to meetings, no exclusion. Kenna: More difficult for members to access Board because they’re not here; Staff is accessible. Darius: Still it’s confusing. Lots of people, bureaucracy. Work needed, possibly in compliance. Make it clear how to communicate.


Discussion B-11 (renovation progress), B-11 (reinvestment for renovation savings) and election revisions: Eric: B11; sales growth continues to be strong (ex. cheese and olives). What to do with $7000 a year, pg 53 last word, first paragraph should say “November.” This version has more ideas for supporting local, organic, and sustainable farms, therefore also supporting the DFC, local community, and environment. First paragraph says we need to qualify our offer to spend $7000. Lists some possible uses of $7000. Kenna: Cheese dept. had no growth for 2 years, now is going up 30 to 40%. Positive growth in produce, despite high shelves. Lucas: Everything looks great. Member compliments. Personal comment, olive case has splatter marks, produce cases show hard water. Eric: Give 4 months to get the bugs out. Julie: Noted that she did not contribute to the report on B-9, but did contribute to the reinvestment plan for renovation savings. Eric: Therese created an outline of election guidelines to compare DFC practices/ policies to state law and case law. Will share her findings.


Motion: Doreen moves and Julie seconds to accept GM report on B9 (member relations) and election revisions as presented.

Alternate Motion: Darius moves and Joy seconds a friendly amendment to accept compliance for B9 except for section E, pending more information in January.

In Favor: Jack, Steve, Doreen, Joy, Darius

Opposed: Julie Janie, Lucas, Danyal

Motion carries 5-4


Motion: Lucas moves and Steve seconds to accept GM report on B-11 (reinvestment for renovation savings) as presented.

Discussion: Steve: Glad we’re at less than contingency for unplanned costs.

In Favor: Janie, Danyal, Darius, Doreen, Joy, Jack

Abstained: Julie

Motion carried


Presented: by Doreen a revised report on GP4 President’s role: monitoring

Revised, reported compliance, look at again in January.


Motion: Darius moves and Julie seconds to accept report on GP4 as presented

Motion carried unanimously


Unfinished Business


Presented: By Eric, a second reading of B2(I) – treatment of Staff

Discussion: Same text as last month. Julie: Would like to see wording that GM will evaluate managers on their ability to complete evaluations. Put definition of “on time” into writing. Darius: Instead, put the details in a monitoring report so that this stays short. Lucas: 100% compliance is owed to employees. Eric: Must remember the people who work only a few weeks per year and therefore make that impossible. Lucas: List compliance with exception. Kenna: Less than 100% can mean delayed raises for some. Eric: Dept. managers on extended leave aren’t negligent, but more communication between staff is then necessary. Darius: The goal is to pay people on time, not to make compliance impossible. Janie: Change the language. Aim for 100% with acknowledgement of extenuating circumstances. Eric: Will rewrite for second reading in January.


Presented: By Jack, a discussion of retreat plan 5.2 .... any last changes?

Jay leaves.

Discussion: Jack: Mr. Ball offered to come (for half his fee) to observe board interaction, interview GM, Darius, and a few others. We’ll use the room at CAFF for the retreat, dinner at Kathmandu the night before.


Presented: By Janie, a second reading of B11 Renovation revision

Discussion: Janie: Incorporated changes from last meeting (more specificity) and included insurance information. Darius: I’d want to hear about phase overruns, not daily details. Joy: Under B, is that prior to spending the money or afterward? Please specify in rewrite. Word choice suggested. April: Include staff under member linkage. Eric & Joy: Call emergency Board meeting for big overruns? Slow it down too much? Steve: Does 10% refers to that item or overall budget? Should a specific amount trigger Board involvement? Darius: No, that’s micromanaging by the Board. Instead say, “Shall not fail to report,“ and specify. Kenna: I read this to say that the GM will justify spending at the following Board meeting. Doreen: GM can tell us of cost overruns, via e-mail so that we stay informed. Jack: Avoid the word, “material.”


Recess at 8:30pm; reconvene at. 8:35pm

Kenna Leaves


Presented: By Julie, the Pachamama Loan

Pachamama is pursuing other financing, and withdraws their request for a loan with assurances that they are financially stable and will not fold because of lack of DFC money. Because David Thompson raised the issue of conflict of interest on this subject last month, Julie wants to go on record with the information that Twin Pines, one of the organizations that David is affiliated with, invested in Equal Exchange, another coffee co-op, and that community funds affiliated with Twin Pines receive matching funds from Equal Exchange.

Discussion: Julie: For the record, referring to David Thompson’s Dec 3 letter, item 4. DFC showed no favoritism. Any organization can approach DFC. Darius: Still in communication with David. Darius has an interest in making sure the DFC leadership listserve is used appropriately. Eric: DFC has made loans to coops other than Pachamama (ex. Sac. Natural Food Coop, River Valley Market Coop, Loan guarantee to De Colores). Darius: Suggest motion that Board has looked at communications from David, and has determined that there is no evidence of improper behavior regarding Pachamama. Julie: No, just e-mail the leadership listserv saying there’s no impropriety. Joy: Don’t claim this was investigated; that implies more than discussion. Janie: A motion gives too much legitimacy to an off-hand comment. Julie: David references his own comment at the November meeting, not something a Board member said. Eric: Pachamama received my time and 3 months of free ads when they ran out of money. They asked to have their ad pulled, but we ran ads for Good Hummus when they couldn’t pay. Pachamama is paying again and doing demos at the going rate. Darius: Need clear process so the squeaky wheel doesn’t get too much time, but also isn’t ignored. Janie: Spending too much time on one person doesn’t serve the larger membership. Eric: Equal Exchange is great. Julie: Full disclosure – Julie has received coffee samples and a t-shirt from Pachamama.


New Business


Presented: By Doreen, information on member linkage survey

Discussion: Doreen: 6.1 no handout; introduce concept. Hope to do electronic survey touted by those who have used it: Survey Monkey. Will share examples of other surveys. Face to face linkage is good; addition of e-linkage will strengthen overall communication. This would be a specifically Board related survey. Members use their shopper hat to talk to DFC staff; Board will ask members to use their owner hats to answer this survey. Bonus: collecting member e-mails. Darius: Member linkage task force can do this without action from the Board. Directors can contribute survey ideas. Doreen: Will update al later meeting. Julie: Finalize questions after retreat. Darius: Do occasional/ monthly surveys?


Presented: By Julie, a proposed change to our rules of order asking anyone making a public comment to declare interests

Discussion: Julie: Ask guests to reveal personal interest when commenting. Lucas: Policy issue; this month it is informative. Special rules of order require one reading. Darius: Will put on agenda for January. Doreen: Make guests fill out conflict of interest form (as Board does), especially if they participate in a task force. Make wording here consistent with rules which apply to Board. Julie: No, just declare interest. Joy: Creates unreasonable hurdle for members to participate. Darius: Say, “Director may ask.” Procedure is there, but not applied to everyone. Doreen: Equal application for fairness. Lucas: move to next meeting for a vote.

Presented: by Joy, a proposal to hire an administrative assistant for the Board

Discussion: Joy: Other Boards have administrative assistants; their officers spend less time doing administrative work (something we should pay for). Staff time used for Board work should be reflected in our budget. We want to continue to develop a culture of experts, not just use people to do tasks. Doreen: This may ease Board recruitment. Julie: An administrative assistant would require a policy rewrite (allowing the Board to have a second employee or make it a staff position). Also, need to be sure administrative assistant isn’t the power behind the power behind the throne, an unelected 12th Board member. Need to make powers transparent and limited. Also, DFC runs on a tight budget; would need to put on the proposed budget before hiring. Administrative assistant should report to the Board VP, not a staff person. Doreen: No, report to staff person. Board would help with hiring choice. Part time means high turnover; include other duties to make it a full time DFC job. Steve: Cost is being borne elsewhere already; it’s good to recognize that.


Motion: Doreen moves that the Board of Directors ask the GM to authorize the creation of the position "Board Administrative Assistant" and directs the GM to develop a recommendation for Board review on the position description, salary range and reporting structure.

Amended Motion: Darius moves and Doreen seconds that the GM investigate potential to create a Board Administrative Assistant position, including but not limited to position description, salary range and reporting structure, and report back in March.


Steve: Maybe come up with alternatives for Board to look at. Lucas & Julie want to table this until January so that people have more concrete thoughts which will save the GM some work.


Darius: Will put on agenda for January. Motion withdrawn.


Presented: by Darius, a discussion on the transparency of loans

Discussion: How to offer loans without turning into a bank. Darius: The Board doesn’t approve the budget but the GM needs permission to loan money, no matter how small the amount. Darius wants to create a procedure for loaning money. Julie: Historically people have asked for loans and it’s been approved in an open session, never a problem with transparency until someone objected to the proposed loan recipient. One can object to offering the loan, but not to Board transparency.


Meeting Evaluation


Next Meeting – Jan 7

Facilitator: Steve

Time Keeper: Joy


There being no further business to come before the meeting, it was adjourned at 9:30 p.m. by a motion made by Julie, seconded by Darius and passed unanimously.


/s/ Julie Cross, Secretary


__________________________________ ___January 7, 2008_______________

Secretary, Davis Food Cooperative, Inc. Date Approved