DAVIS FOOD COOPERATIVE, INC.
BOARD OF DIRECTORS
MEETING MINUTES
March 3, 2008
Call to Order
The regular monthly meeting was called to order at 7:02 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, April Kamen, Danyal Kasapligil, Darius Pazirandeh, Doreen Pichotti, Steve Reynolds, Joy Rowe, Jack Young
Directors Absent: Lucas Frerichs,
Staff Present: Beth Tausczik, Kenna Krueger, Doug Walter, Eric Stromberg, Paula Osborne
Guests Present: Bobbie Hales (Gilbert Assoc.), Jay Erker
.
Roles:
Facilitator: April
Time Keeper: Darius
Notetaker: Doug W.
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).
Consent Calendar
Presented: Consent Calendar Items
Retained by unanimous consent:
1. January 7, 2008 Minutes (Julie)
2. Task force reports (Joy)
6. Draft agenda annual meeting (Doreen)
7. Appoint Janie as Treasurer (Darius)
8. decommission retreat task force (Darius)
9. Third reading: B11 Renovation (Janie)
12. GP10 – Binding Initiative & Boycott (April)
13. Accept GM’s reinvestment report (Eric)
14. accept GM’s 4th quarter financial report (Eric)
16. third Reading: GP5 Task force Principles (Julie)
17. motion: modify rules of order to require that all documents prepared by Monday before meeting
18. award 12 months superworker credit to Debbie (Julie)
Removed by objection:
3. Treasurer’s report (Janie)
4. Draft Board budget 08-09 (Janie)
5. CCMA prep (Julie)
10. elections task force report: temporary election policy (Steve)
11. GP8 report – Board Renewal & Continuity (Steve)
15. first reading: New Ends (Darius)
Motion: To adopt the consent calendar as amended
Julie moved/Jack second
Vote: Motion is adopted unanimously.
Agenda Review
Doreen wanted to add a discussion of annual member meeting during Linkage, item 4.4
Darius wanted a discussion of appointing an Alternate Director before Monitoring Reports as item 4.0
Motion: April moved to adopt the agenda as amended
Julie Seconded
Motion carried unanimously
Item 4.0, appointing an Alternate Director (Darius)
Lucas and Darius propose that no Alternate be appointed. Suggest that Jay Erker and Sam Citron should be funneled into Task Forces. If that’s not accepted, then Darius will propose nominating someone.
Doreen: interested in a vote. Invite both Jay and Sam to participate on TF
Joy: prefer compromise; no urgency to seat someone.
Steve: prefer compromise. Jack signals agreement.
Motion: Darius moves to call the order of the day
Julie seconds
Passes unanimously
Monitoring Reports
Discussion: “Discussion on any issue or thoughts regarding GM or Board monitoring”
Presentation by Bobbie Hales of Gilbert Assoc. CPA about the Audit Review of the DFC for the fiscal year ended 9/29/2007. Began with explaining the distinction between an Audit and an Audit Review; the former is more comprehensive and involves testing of balances and a lot more investigation. Last year was an Audit year and this was an Audit Review (which tests the reasonableness of numbers and procedures).
The Co-op continues to be in an adequate financial position. Successful operations generated positive net income. Did generate cash from operating activities, used for purchases of property and equipment, principal repayment, and patronage refunds. Financial information has been treated consistently from year to year, so no important changes in notes. Note 11 has the information that the Co-op did not declare a patronage refund for this fiscal year.
Jack asks about Union Bank and any debt covenants they require. Kenna says that they only require fairly conservative ratios, and we should not have trouble meeting them.
7:28 Board thanks Ms. Hales and she departs.
Steve: compare A/R on October and later balance sheets. Kenna: a $40,000 refund for work comp insurance was listed here, because it reduced our expenses in this year, but we hadn’t yet received the check. Depositing the check put that line item back to a normal range
Janie: asked about Frontier Co-op shares & dividend line item. Eric explained that we used to do a lot of direct business with them (now through UNFI) and so we have membership in that co-op.
Jack: now has a question about lease agreement about lease agreement with Yolo FCU. Eric: we have a month-to-month agreement; their architect and ours are in communication and we hope to have them build something that will meet mutual needs. Jack: …and get a signed lease agreement.
Eric: lot line adjustment final draft agreement has one sentence to correct for it to be ready for signature
Joy: margin seems higher than last year. Eric: margin has increased from last year. Kenna: page 3 of Audit Review shows that it’s a pretty close figure; indicates we’re being consistent and slightly better than budget. Joy: remain consistent? Kenna: December is somewhat close – if we’d had an 11 Percent sale in fall, it would have decreased the margin and made it even closer to consistency.
Darius: did I read the report wrong? Eric: our margin was up, our sales were lower because of the lack of an 11 Percent Sale. Darius: stockpiling of goods, but also impulse purchases. Eric: we make much less money on 11 Percent Sale. Kenna: giving profits back to members on those days; we make some back on insane volume, but overall it costs us profit.
Janie: why is beer & wine up? Eric: wine next to cheese is helping both. Beer is the entire back wall, and that’s helping it.
Steve: is it too early to see an impact from CostCo, and what do other co-ops see? Eric: think that it’s not important because there are few natural SKUs there. Cites opinion of Pete Davis. Julie: maybe [the opening of Costco is] why we were so busy today. For instance, saw a lot of produce in baskets today.
Discussion: “discussion on how to monitor ends, using E1 as an example, based on what we learned at the retreat”
April: haven’t finalized new Ends, but have decided to move some former Ends to Boundaries.
Jack: ended retreat at, “now it’s time for GM to come up with benchmarks.” Three months is plenty of time to have benchmarks presented. Julie: work on it before we’ve adopted Ends? Eric: I’d disagree, since it may evolve or might not be adopted. Darius: agree, but might want to have reactions to help Board with evolving the Ends. Jack: so discussing is part of adopting the Ends and you need to be driving the discussion. Darius: once we’ve set policy, first GM gives us interpretation (which Board could reject), then Benchmarks (which Board could reject), then monitoring reports on the benchmark(which Board could reject). Talked about doing this with E1 (the old one).
Darius: this (6.1 in the latter part of agenda) was in response to Rodney’s question about Genetically Modified Organisms. Doreen: you’re saying we should consider using an End that we’re in the process of changing? Darius: wanted to use it just because there’s already a task force and need to consider a process. Julie: since old E1 is kind of “closed,” I’d like to put energy into developing and adopting new Ends. Darius: still have a monitoring calendar with old E1 coming up in June ’08. What then should we direct Beth and April to do? Doreen: suggest we start to monitor the proposed new food end. April: can we make a change to Ends so that we can start monitoring?
Jack: Considering pulling the old E1 off the monitoring calendar. Then considering a motion to find out what would work for a new food end.
Motion: Jack moves to pull the old E1 off the monitoring calendar for June 2008; and, to ask GM to investigate the new draft food ends (1.5) for operationalizing the monitoring process, and report by the June 2008 meeting..
Julie seconds
DaPa: three readings is a normal procedure; we can “fast track” things when it suits. If we could have 1.5 in place by April, that would give BT two months to work on interpretation, benchmarks, and a report.
Motion carries unanimously.
Discussion: “Board Continuity– (General discussion and specific items)”
Steve: It’s time to recruit new people. Doreen: nominating committee, invite people to come to task forces, and write more into the Candidate’s Packet. Darius: have a nominating committee be a continuous part of the Board’s work. Add to the Vice President’s job. Also think about recruit
Doug: salience is key; people don’t decide to run in October. So we need to ask now when it’s becoming urgent and salient.
Doreen: we could survey the current Directors to find out what could encourage new Board members, based on what other enjoyed. Joy: panic and emotion often drive people, but asking also produces results. Thus making a list of potential candidates would be good.
Julie: current Directors planning to run? Doreen is, Janie is, Joy is NOT. Julie continues that nominating could be a sub-set of linkage. Darius: nominations is a focus now, but continuity is even broader (includes training & retreat, task forces with members). Jack: agrees with Darius, focus on July retreat and getting people up to speed with Policy Governance. Steve: no problem with being tasked with Board continuity. Likes recruitment and is ready to make any contacts. Julie quotes the Bylaws on Nominating Committee versus the idea of having a sub-set of a member linkage task force that looks at continuity and thus is not limited by Bylaws. Doreen: possible future procedure: if anyone asks about the Board, send them to Steve, and then what? Steve: probably send them information, invite them to Board and task force meetings. However, I’d never discourage Directors from doing this themselves, because it’s part of our job.
Recess at 8:17; reconvene at 8:35.
Discussion: “Linkage – (General discussion and specific items), Online Survey”
Doreen: Online survey, sent out sample questions as a beginning based on some issues that have come up and our new Ends, rather than as exact proposal. What would be the key topic areas and do we want one? Don’t feel an urgency or time frame but do believe it would assist with member linkage. Wanted to start a general discussion.
Jack: would go first to what is the purpose? Doreen: a way of understanding member needs and wants. Jack: and what are we going to do with the information. Doreen: we can discuss both of these questions simultaneously.
Janie: how does this relate to PoGo, and how will it help up manage GM better. Doreen: strictly to help us write policy. Answer this as an owner, not a shopper.
Joy: I like having the new Ends; it’s a way we can move quickly using online feedback. We could find out if something doesn’t resonate with some.
Julie: I like some questions a lot, but some of them are leading people towards possibilities that won’t happen. I’d like to map out a mission statement for what we’re trying to do, and how we’ll use the results. Can see a relation to the Ends, but what will we do next. Doreen: I can write that. I put member-owned on their from question at another co-op.
Jack: I don’t know surveys, but I know there’s a right way to ask a question. These are just brainstorms in sample questions; I expect we’d want this professionally done for the final version. Doreen: it can take a long time to get the exact wording & order finalized. Jack: have suggestions for member financing questions. Doreen: we don’t have to ask those questions, or could have a separate survey in a few months. Feel we could ask most of these in a single survey, but don’t want to have one that’s very long. Janie: asks about Seth’s survey. Doreen: have been talking to him about timing. Might decide to implement at same time, but may not.
Steve: like to get feedback from members. Doreen: has to respond… be sure we’re getting large random or representative sample.
Danyal: how often would you think of doing this? Doreen: once or twice a year if multiple questions. Danyal: might get more responses if they’re really short and quick to answer; then could do it more often.
Jack: where are we with DFC site redesign? Eric: don’t have an answer. Doreen: focused on f2f linkage rather than virtual linkage. Steve: thinking of Survey Monkey, and of the incentives for completing it. Doreen: have been discussing the promotional aspects of it, obtaining member email addresses.
Doreen: will email you to ask for comments and feedback. Will report at each of our meetings.
Annual Member Meeting (Doreen): task force is debating the location. Date is May 21, 2008. Need to get back to Farmers’ Market and say we will not be sponsoring the band – based on feedback from past attendees, who didn’t seem to derive value from our payment for entertainment. Draft agenda was on consent calendar: more time for candidates if there are many, and have table topics (ten minutes for discussion and then hop around). Plan to recruit key members by asking them to lead discussions, volunteer in some way.
Julie: how much work are individual Directors willing to do, especially in dragging materials onto the grass & back? Will NOT base budget on “the Directors will move stuff around.” Several Directors have expressed interest in leading discussion at a table.
Doreen: will keep you posted.
Julie: want to suggest Friday April 4 as an evening for “drinks with Directors” to talk to possible Candidates a week before the filing deadline. Is there another Director not running for the Board who would commit to planning and being at this with Julie; she will email to follow up.
Unfinished Business
Presented: Eric presented a second reading: B2(I) treatment of Staff
Eric: a simple word change, but it would be impossible to “guarantee,” while ensure means that we will still make our best effort. Darius: this is a time for commentary and debate.
Darius leaves the meeting at 9:02.
By unanimous consent, the third reading of this item will be placed on the Consent Agenda for the April meeting.
Presented: Doreen presented a second reading of B4 President’s role
Doreen asked for any comments. Steve: asks about the 6.a. paragraph – what kinds of actions are being discussed her. Doreen: letters to Directors saying they had three absences. Julie says that’s not a GM monitoring action. She suggests that there may be a typographical error (duplicate words) and she and Doreen agree on a possible movement of some wording.
9:09 DaPa returns
By unanimous consent, the wording will be refined by email.
Presented: Joy presented a revised version of the BOD admin Assistant job description
Joy: five minutes to discuss – it is the Board’s job to supervise was answered at retreat by David Ball.
Motion: Joy moved that The BOD 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 by the April meeting.
Doreen seconded
Eric: want to check with our personnel attorney, because by supervising you’re taking on the responsibility of following every part of our personnel policies. There is a personal liability if you make any errors. Joy: Can we ask you to research legal issues and what’s been done in other co-ops? Eric: has to be from a California law perspective. Several specific responsibilities that must be fulfilled. Julie: many of these problems solved if we make this a contract position. Eric: agreed. Janie: we need to not add responsibilities on top of what we already have to do.
Eric: I will run the possibilities past the attorney, both as a staff position and as an independent contractor.
Motion carried unanimously
Presented: Julie presented a revised version of the rules of order to call for a declaration of interest from members who come to speak at Board Meetings.
Julie have discussed this and now says that the facilitator can be asked by any Director to ask a guest to declare. Janie comments on draft of what we might say. Doreen asks about Robert’s Rules; Julie says we’ll have sheets that we can pass out in advance of the meeting beginning. Doreen: may be intimidating to those who want to comment. Darius: they’re overwhelmed and intimidated to an extent anyway – I feel this will make it clearer to them what we will do. Janie: just add “The Board follows procedures called Robert’s Rules of Order.”
Julie: please email me with comments.
New Business
Discussion: Darius led a discussion regarding a possible GM Foods Boundary
Darius: you read the emails; staff has responded but if we want to go further we need to discuss a Boundary policy. Reads procedure suggested by David Ball. Julie: it’s important enough for one member to send emails, but not important enough for him to follow the challenge/boycott procedure we’ve adopted. As a Director, feel that the policy we have covers the issue. Janie: if you label something as “non-GMO,” you’re assuming a liability versus current label. Darius: do we want to address this? Doreen: two issues: a GMO policy, and how to respond to Rodney’s emails. I think Darius’ response was good direction, but perhaps you matched his angry tone. Darius: all I wrote was that if you allege that staff is doing something wrong, then please present some evidence. Doreen: felt instead that he was accusing staff of not pursuing to the fullest. Julie: discussion is whether we need a GMO boundary. Jack: trying to solve a problem that doesn’t exist – efforts to communicate and educate are being made. We have Coca-Cola and refined sugar on shelves. Steve: we should move on; give people information and respect their choices. Confident that the GM continues to monitor the situation.
April: discussion of GP10? Darius: will look at a future agenda.
Discussion: Jack led a discussion about if the Board wants to hear a report on “what it would take to make a West Davis store happen?”
Jack: I was hoping to get something much more quantitative in response to the idea of a Westlake Plaza store. Does the board want a report? The size of the store has changed…
Julie: I think Westlake is as dead as E1, but I would be willing to ask about what would make a second store work. Doreen: it doesn’t solve the West Davis residents’ problem. Jack: we’re looking, and here’s our protocol. That’s consistent with our new Ends policies. Darius: DANG (Davis Advocates for Neighborhood Groceries) wants someone to solve the City’s actions that present a problem for them. I want to worry about the future, not the future of a particular place. Steve: agree with Julie, exception to task force – have a committee looking at second store. I don’t know what time frame makes a second store possible. How can we serve this – and the greater – community.
Doug: suggest “what scenarios would support a second store.” Julie: suggest less specificity, to let Eric write it in whatever way works best. Eric: would need to consider a lot of possibilities and factors. Steve: would like to see it as broad as possible. Suggest that this is a job for a task force, and this might be a good “replacement” for the idea of a strategic planning task force. Doreen: this phrasing suggests that the second store is the highest priority for becoming the leader in our foodshed. Perhaps focus instead on how we’re going to meet our new global End, and then see the ways that might support this. Darius: support this, but we’re having to deal with the reality of DANG. Steve: don’t want it defined as second store, but as expanding our services to community. Julie: sorry to disagree with people, but we have to deal with the expansion issue. Need to be ready to act quickly when we are ready. Don’t think that it’s excessive to ask for such a report in the next few months, since some of it is already written.
Doreen: which needs to come first? Jack: the political reality is that we need to deal with store issues first.
Motion: Jack moved to direct the GM to report to the Board what are the key components in evaluating expansion opportunities, by the May 2008 meeting.
Julie Seconded
Darius: I know we need to deal with political reality, and it appears to be moving faster than PoGo would like to deal with it. Refers to David Ball advice. Julie: sounds like we’re following his advice.
Motion carried unanimously
CCMA: Julie asks who wants to go, and mentions discussion from last year. Darius: think retiring Directors have something to offer the Conference. Jack: Directors some times leave too quickly, and want ways to keep them involved. Joy: there have been “rebound” Directors, and there’s some possibility I would be involved or run again. Darius/Jack/Joy/Julie/Doreen/April/Steve are interested; Lucas is likely interested; Janie is unable to attend and Danyal declines.
GP8 Report: Steve didn’t know it was his report to write. Darius didn’t specifically remind him. He will write one next month.
Elections Task Force report – Steve asks for specific questions. Doreen: “temporary?” Julie: can’t amend the Bylaws to cover this election. In 2.7, struck the words “for Board candidates or Bylaw amendments” that modify the word “Endorsements”
Motion: Jack moves to accept the Temporary Election Policy as modified
Julie seconds.
Passes unanimously.
Ends, first reading. Doreen would like to see the draft of the Boundaries to go with the Ends. Julie thinks she may be able to push that process along. Agreement that there will be fast tracking for the food End so that they’ll be available for monitoring.
Next Meeting –
Facilitator: April, who will sit down with Darius and Julie ahead of time
Time Keeper: Jack
There being no further business to come before the meeting, it was adjourned at 10:07 p.m. by a motion made by Julie, seconded by Jack, and passed unanimously.
/s/ Julie Cross, Secretary
__________________________________ _____April 7, 2008_________________
Secretary, Davis Food Cooperative, Inc. Date Approved