Agenda

Davis Food Co-op Board of Directors Meeting

DFC Conference Room

April 7, 2008 at 7:00 PM

Facilitator: April

Timekeeper/Evaluator: Jack

DFC Shareholders can review meeting materials in the main DFC office during business hours


Time

Lead

Topic






Call to Order

7:00 (10 min)


1.1 Welcome to Member-Owners and Introductions

1.2 Member-Owner comment period – Directors may also report comments from Member-Owners

1.3 Review ground rules



Consent Calendar

7:10 (5 min)


2.1 Motion: Adopt consent calendar:

  1. March 3 & March 10, 2008 Minutes (Julie)

  2. Task force reports (Joy)

  3. Treasurer’s report (Janie)

  4. Draft Board budget 08-09 (Janie)

  5. CCMA prep (Julie)

  6. modify elections task force authority (Darius)

  7. GP8 monitoring report – Board Renewal & Continuity (Steve)

  8. Draft 2008-09 Board Calendar (Julie)

  9. Accept GM’s B5 – Investments report (Eric)

  10. Accept GM’s B6 – Asset Protection report (Eric)

  11. Accept GM’s B7 – Emergency Management report (Eric)

  12. Accept GM’s B9 – Member Relations report (Eric)

  13. Recommendation – Board Admin Assistant (Eric)

  14. Third reading: B2(I) treatment of Staff (Eric)

  15. Third Reading: GP5 Task force Principles (Doreen)

  16. First Reading: Rules of order/written consent (Julie)

  17. Form Board Training Task Force (Darius)

  18. Set date of Board Training (Darius)

  19. Motion: include member – owner comments declaration of interest as part of rules of order (Julie)

  20. First reading: B12 (Julie)

  21. First reading: B13 (Julie)

  22. Motion: consolidate task forces (darius)

  23. Annual meeting update (Doreen)

  24. Online survey update (Doreen)



Agenda Review

7:15 (5 min)


3.1 Motion: Adopt Agenda



Monitoring Reports

7:20 (20 min)

Board

4.1 Discussion on any issue or thoughts regarding GM or Board monitoring



Board Continuity– (General discussion and specific items)

5.1




Linkage – (General discussion and specific items)

6.1






Unfinished Business

7:40 (20 min) (for all of 7.1)


8:00 (20 min)


8:20 (15 min)


8:35 (30 min) (for all of 7.3)





9:05 (20 min)

Darius

Darius

Darius

Darius




Lucas/ Jack





Joy

7.1.1 Motion: adopt new food ends

7.1.2 Motion: direct GM to report on new food ends in June

7.1.3 Motion: change Food Ends task force

7.2 Second Reading: New Ends


Break


7.3 Bylaws revision

-general

-alternative financing/ shares/ loan program

7.3.1 Motion: put bylaws changes on ballot

7.3.2 Motion: recommend that member-owners approve bylaws changes

7.4 Discussion: Board Admin Assistant



New Business



8.1



Wrap Up – Next Board Meeting: 7:00 PM May 5 3, 2008

9:25 (5 min)


9.1 Choose facilitator and timekeeper



Pending for future Meetings:




Task Force List


The Task Forces listed below are the only ones authorized by the Board of Directors. Unless specified, the charter for the below task forces will end on June 30, 2008.


E1 Task Force

Chartered: August 2007

Authority: call monthly meetings with staff; to develop an appropriate monitoring report that will not be unduly burdensome on staff resources, but which meets the standards set forth in policy E1, GP, BGM2, BGM4; to monitor progress as set forth in the June 2006 E1 monitoring report; and to generally exercise fiduciary duties within the scope of policy E1.

Lead: April


B11 Task Force
Chartered: August 2007

Authority: call monthly meetings with staff to monitor progress on the renovation and to generally exercise fiduciary duties within the scope of policy B11

Lead: Janie


Membership Linkage Task Force
Chartered: August 2007

Authority: Initiate and support membership linkage events. Spend up to $2,000 to bring the Board into compliance with GP9.

Lead: Doreen


Bylaws Task Force

Chartered: August 2007; modified October 2007

Authority: review the current bylaws, meet with staff, contact an appropriate attorney (with ability to spend $3,000), and produce a Bylaws revision, subject to full Board approval, to submit to the membership for the 2008 election. The Task Force will consider the following topics, but is not limited to these topics:

Lead: Lucas


Strategic Planning Task Force
Chartered: September 2007

Authority: spend $1000 to understand what the Board’s duty regarding strategic planning is and to create a plan for bringing the Board in compliance with that duty. The Task Force shall present a plan regarding West Davis issue at the November meeting.

Lead: Steve


Alternative Financing Task Force
Chartered: October 2007

Authority Research community financing options for the purposes of economic linkage and economic sustainability for the Davis Food Co-op. Specifically to research:


Make community financing recommendation to the Board that includes educational services, needed bylaw changes, regulatory issues, and financing goals by December 2007. Must consult with Member Linkage TF before conducting a member-owner survey. May spend $3000.

Lead: Jack


Annual Meeting Task Force
Chartered: December 2007

Authority: To develop recommendations for the 2008 Annual Member Meeting and bring to the board for approval. Upon approval, this task force will oversee the implementation.

Lead: Doreen


Elections Task Force

Chartered: January 2008

Authority: 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.

Lead: Steve