DAVIS FOOD COOPERATIVE, INC.

BOARD OF DIRECTORS

MEETING MINUTES

January 7, 2008

Call to Order

The regular monthly meeting was called to order at 7:03pm 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, Steve Reynolds, Joy Rowe, Jack Young

Directors Absent: Doreen Pichotti, Debbie Eernisse

Staff Present: Kenna Krueger, Doug Walter, Eric Stromberg

Guests Present: David Ball of Draw A Bead Consulting

Roles:

Facilitator: Steve

Time Keeper: Joy

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: David introduces self

Announcements: None

Consent Calendar

Presented: Consent Calendar Items

Retained by unanimous consent:

-December 3, 2007 Minutes

-Authorize GM to establish checking account at Union Bank

-monitoring report: GP3 Agenda Planning

Removed by objection:

-Treasurer’s report

-Authorize GM to change master plan for renovation of duplex under B11(H)

-Remove “draft policy GP11” from Rules of Order

-Task force report (moved to 6.2 New business)

Motion: Julie moves and Jack seconds to adopt the consent calendar as amended. Motion carries unanimously.

Agenda Review

Amend Agenda by

removing 5.3 Second Reading: GP4 president’s Role (postpone to March)

Motion: Julie moves and Jack seconds to adopt the agenda as amended. Motion carried unanimously.

Reports

Presented: General Manager's Report

GM goes over report highlights.

Gilbert Associates Review: No concerns noted. DFC exceeds FDIC insurance for bank account. Sales growth of 6.4%. $250,000 net profit. Big expenses: Legal, professional, repairs and maintenance. New staff contact list for Members to reference. Darius: Concern that Both Presidents’ and GMs’ jobs overlap. Ex: Whose job is to explain to the Members what a cooperative is? David: Policy Governance says that the Board addresses owner’s perspective, staff addresses customer’s perspective. Doug: Staff relates on more levels than just customer, but still unclear on Darius’ confusion. Some overlap, yes – not a problem. Darius: Owners saying “Their power went out,” not “our”. Both Staff and Board need to make it clear to say “Our/We.” Darius will rewrite for increased clarity. Lucas: Gilbert report: If it is confidential, why so accessible? Julie: Financials are not e-mailed. If not e-mailed then confidential. Members can see if request. Darius: Bring out Gilbert in March? Hand vote. Yes.

Motion

Julie moves and Jack seconds to accept B4 of the GM report as presented.

In Favor: Janie Booth, Julie Cross, Lucas Frerichs, April Kamen, Danyal Kasapligil, Darius Pazirandeh, Steve Reynolds, Jack Young

Abstained: Joy

Motion carried

Lucas moves and Julie seconds to accept E3 B9E of the GM report as presented.

Motion carried unanimously

Unfinished Business

Presented: Eric presented a second reading: B2(I) treatment of Staff

Discussion: Eric: Strive for 100% on evaluations; extenuating circumstances shouldn’t mean noncompliance. Darius: Non-compliance is not pliable. Policy should be strict about the process to determine compliance. Eric: Read e-mail and put this on the March agenda. Doug: Remove reference to mission statement and beliefs. Steve: Non-compliance due to unseen problem isn’t a crisis.

Presented: Julie Presented a second reading of GP5 Task force Principles

Discussion: Paragraph E – Should Task Forces monitor the policies they write? Julie: If one were to monitor a policy he/she wrote, there is a danger that it will be interpreted only as that person wants it to be interpreted, i.e. “I wrote it, do it my way,” without regard for the GM interpretation. Darius: If Task Force doesn’t do work, the lead is responsible. We can bar people with conflicts of interest. Steve: If one person is really informed and dedicated, why not? If they are out of control, stop them. Julie: Self-monitoring is best. Darius: Dislikes micromanagement of Board. Jack: We can’t write leadership into the policy. If someone is a problem, we’ll say something. Steve: Need to ask, who should monitor? Julie: We don’t have monitoring committees. This policy is cribbed from another coop’s policy. Anyone object to deleting that section? Back next month.

Presented: Janie Presented a second reading of B11 Renovation

Discussion: Janie: Points out main changes decided on last time. Kenna: General budget overrun reports by percentage and amount are shared in monthly and quarterly reports. Negative language is from Policy Governance (set boundaries; then all else is fine). B11 & B11c – monitoring duplex feels undefined. Eric: Changes to master plan can be due to cost. Changes unrelated to cost must be related to Board. Third reading next month.

Presented: Joy Presented revisions to the proposed BoD admin assistant

Discussion: Joy: Some changes from last time. Julie: Who is this person’s supervisor? Hanover Coop just did this. Janie: Qualifications – HTML? Doug: Person would not be allowed to post directly. Need good plan to control website. Joy: Hours estimated according to other coops. Julie: Some limits on who can do this. i.e. not by GM’s wife, CFO of Nugget, etc. Janie: Disclosure of relationship to food service. Eric: We prohibit direct supervision of someone related to you. Joy: Process plan – Joy needs someone who can call coops and ask questions during the day. E-mail has not worked. Julie: Try again with my already recognized e-mail? Steve: Hire a stand-alone part time person? Eric: Combined makes it a fulltime job, less turnover. Probably clerk 2. Janie: Some people want part time. Julie: If interested in more hours, we may be able to find something more. Eric: Post in-house and in Enterprise & Aggie.

Recess at 8:15pm; reconvene at 8:30pm. Kenna leaves.

Presented: Julie presented amended language to the rules of order to include member – owner comments declaration of interest as part of rules of order

Discussion: Julie: Same language due to disagreement last time. Could be adopted tonight; it is not policy. Darius: Would like examples removed. Julie: If someone comes to speak, give them a laminated copy to read. Steve: We want to encourage Member comments and make it simple to comment. Disclose interest or connections. Darius: Less contentious? Tell us about yourself. What are your connections to this issue? Julie: Will bring back in March. Darius: We change Ends by consensus. He would like these to become policies to establish stability. Will write down ideas and send it out as e-mail. David: Most Policy Governed organizations change Ends with a majority vote. Steve: Making them policy means one Board influences the next.

Presented: Eric presented information about election policies. Therese Tuttle has reviewed and distinguishes between ballot measures and director elections. She says we should address both in bylaws. Doug: For the upcoming election – a Task Force needs to be sure it’s run according to policy. Eric: Form an elections Task Force for the upcoming May 08 election; the May 09 election needs bylaw language for Member approval. Julie: For the May 08 elections we need to adopt policy for the March 08 meeting. The task force will write policy, which will evolve into bylaws. Doug: Draft exists, but legal counsel needs to look at the wording.

Motion: Julie moves and Lucas seconds to appoint an elections Task Force - with Steve as chair - to write a Board elections policy, based on Therese Tuttle’s memo, to govern the 08 and 09 elections; to be approved at the March 08 Board meeting.

Motion carried unanimously

New Business

Discussion regarding Director absences: Julie: Absences excused for illness or work. Unexcused for vacation, forgot meeting, etc. But now how to decide? Darius: Julie and I keep track. Julie: Can allow director to stay on even with absences. Joy: Not excusing people for vacations feels arbitrary.

Motion: Julie moves and Lucas seconds that Debbie Eernisse be excused from the December 2007 meeting due to family illness

Motion carried unanimously

Motion: Steve moves and Joy seconds that Doreen Pichotti be excused from the January 2008 meeting due to vacation.

In Favor: Steve, Danyal, Joy

Opposed: April, Julie, Jack, Darius, Janie

Abstained: Lucas

Motion failed

6.2 Task force report

Lucas: Bylaws Task Force didn’t meet in December and, due to the power outage, we are not prepared. Spring 2008 deadline is April 11 for voter’s pamphlet. Steve: Request weekly summaries, not so much e-mail.

6.3 Confidentiality

Darius: Levels: 1. Financial reports & Other Coops’ surveys and 2. GM’s contract (REALLY confidential). Best not to send sensitive information via e-mail. Jack: Really confidential – hand out, look at, hand back. Steve: What is quasi confidential? Darius: Will draft ideas to share later.

Discussion Topics:

Presented: Julie presented a report on posting electronic board packets

Discussion: Julie: Did not find other coops posting Board packets or offering copies to Members. Some even made it sound difficult to attend Board meetings. Cost benefit analysis – if posting it online met with no difficulties, it would take 2% of director time for something requested by maybe two people. Also, there are security problems. Conclusion: Not a common practice, bad cost benefit, hard copies are available, reconsider it when and if Board administrator is hired. Jack: If someone asks me to forward my incomplete electronic copy, is that a problem? General consensus: Not really a problem. Joy: If confidential information is accidentally included – that’s a security risk. It could benefit more people to put on web. Darius: Invite people into our Google group if they want to see documents? Member owners have right to look at these documents and to be at this meeting. Julie: Time consumption is an issue with the Google group; someone must screen and say “this is a Member who should have access.” Doug: Security online is an issue. Also, most people are not interested in reading these documents. The real issue: for people in the know, what’s the easiest way to make information accessible? April: If there is a part of the packet Members might be more interested in, can we put it on the bulletin board? Steve: GM’s report isn’t really that valuable to the competition. Post a PDF to create an historical archive. Jack: Eric writes with the Board in mind; if anyone can read it, information must be filtered. Julie: Really uncomfortable with putting it out there for general consumption. Lucas: We’re spending a lot of time basically in agreement. Darius: Instead of confidential, say “Sensitive: Do Not Email.” Julie: In the mean time, there is general agreement not to forward packets in their entirety and Darius can send them to those who request without the financials.

7.1 E1 monitoring (April)

April: Trying to simplify report monitoring. Which statistics do you find helpful? Joy: Statistics are only useful in a larger context. Overall percentages are useful. Steve: Likes detail to learn more about the store, however too many resources were used to make the report. Jack: Micromanagement. Has to be a better way to spend our time. Julie: Problem with E1, not with the report itself. Janie: Time spent using the report should be in proportion to time spent compiling. April: A lot of the information overlaps with other reports. Jack: Also, the Board didn’t use that data to move the Coop forward. Darius: Financial reports are detailed, but are used by management. This report is only for the Board and we don’t use it to forward member linkage. Julie: Need to rewrite Ends. David: Also need to monitor ends.

7.2 Goals for the rest of the year

Darius: Thoughts about Board self-evaluation process? Lucas: Not fond of it. Better as a group – though disliked old method. Single person evaluation is not useful. Darius: I hear support for camaraderie, but this report doesn’t really help our process.

Meeting Evaluation

What Went Well? Julie and Jack agreed on at least 8 things. Steve did well on first time as facilitator. Thanks to David for coming out. Steve: problem with discussion topics keep us from staying on time. Just give 25 minutes for discussion, no matter how early/late it is. Julie: The person presenting a topic should set a conclusion, i.e. “Answer this question.”

Upgrades

Next Meeting –

Facilitator: April

Time Keeper: Lucas

Recorder: Mandy Dawn

There being no further business to come before the meeting, it was adjourned at 9:52 p.m. by a motion made by Lucas, seconded by Julie, and passed unanimously.

/s/ Julie Cross, Secretary

__________________________________ ______March 3, 2008______________

Secretary, Davis Food Cooperative, Inc. Date Approved