DAVIS FOOD COOPERATIVE, INC.

BOARD OF DIRECTORS

MEETING MINUTES


February 5, 2007


Call to Order


The regular monthly meeting was called to order at 6:35 at the Davis Food Co-op Conference Room, 620 G Street, Davis, California, by Julie Cross, facilitator.


Roll Call:

Directors Present: Winston Berger, Daniel Berliner, Julie Cross, Jared Davis, Lucas Frerichs, Danyal Kasapligil (arrived at beginning of second half of meeting), Darius Pazirandeh (arrived at 6:38), Ben Pearl, Doreen Pichotti, Joy Rowe


Directors Absent: Debbie Eernisse


Staff Present: Beth Tausczik, Kenna Krueger, Doug Walter, Eric Stromberg, Amy Radbill


Guests Present: Kevin Wolf, Jay Erker

.


Roles:

Facilitator: Julie Cross

Time Keeper: Doreen Pichotti

Recorder: Ben Pearl

Notetaker: Amy Radbill


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:


Kevin Wolf: Felt that proposal for second store was not made clearly in December. Feels there’s a historic opportunity to pursue a store in West Davis—never meant to make people feel they wanted to hinder remodel. Successful in getting city to support goal of having grocery store in each neighborhood. Developer pulled back when city insisted on no less than 10,000 SF. Forced developer to bargain on the store space. New non-profit forming in West Davis of people who believe there should be regional, neighborhood based stores. Would like Co-op’s help in doing market analysis so that they can present it to the developer. Feels Co-op won’t know what the return on a store will be until they do the market analysis. Would like to have independent group made up of homeowner’s association, Co-op, etc. to split costs of independent analysis. Request: Don’t stop remodel efforts; do fully embrace and invest in analysis of what a West Davis store would look like. Feels it will satisfy the membership if he and people like Marcelo Campos are part of that group. (Non-profit doesn’t have an official name yet—something like Citizens for a West Davis Store.)




Announcements:

Winston: Re: Documents for meeting; feels that this board cycle people have been irresponsible and lazy about documents because Julie has taken responsibility for being the funnel. He’s not living in Davis anymore, and feels that it’s difficult to get documents on a timely basis. Board agreed to abide by GP11. He’d be happy to help if people have trouble making the deadline.


Darius: Suggested discussing documents at the end of the meeting. Very frustrated about documents as well


Julie: The Consumer Cooperative Management Association annual meeting, CCMA, will be held in La Crosse, WI on June 14-16. We have budgeted to send several directors, and will need to decide who is going at the March meeting. Please check your calendars and decide if you’d like to go.

Julie: We’ll be trying a new method of controlling our time today, which Darius suggested. At the beginning of discussion period, ask for hands to get a sense of who wants to comment or question, and divide time accordingly. The person speaking has the floor, and interruptions, “can I answer that” or "direct response" should be addressed to the person who holds the floor and are allowed or disallowed at their pleasure, and at the cost of their time.


Ben: Darius and he spoke about following up with Jay and Ag Effort Co-op. Will be setting up a time to meet with Jay, and Ben will announce to the Board when that happens.


Doug: Blood drive Sunday the 11th, 2 Sundays after is the Souper Bowl fundraiser.


Consent Calendar


Presented: Consent Calendar Items

Retained by unanimous consent:

Removed by objection:


Motion: To adopt the consent calendar as amended

Vote: Motion is adopted unanimously.



Agenda Review


Amend Agenda by

Adding Approval of Minutes under New Business as 8.1

Adding Approval of Treasurer’s Report under New Business as 8.2

Adding a discussion of the Board Packet under New Business as 8.3

Reducing the time for Unfinished Business by 15 minutes to allocate more time to the closed session.


Motion: Lucas moved to adopt the agenda as amended

Seconded Ben

Motion carried unanimously


Reports

Presented: General Manager's Report


6.4 Eric pointed out time bar-graph of renovation, identifying length of time each phase will take. Pay no attention to start dates. Went through complete equipment list of phase I, which gives hard numbers about construction and equipment costs. Exciting oven for deli! Started rewriting strategic plan, and that will get updated in each phase. John Sutti is prepared to submit application for permits to city in order to start in June. Plan is to be ready to go at the end of the election process.


Lucas: Question about financials: he hasn’t seen a sheet with customer count/average basket, and quarterly financials


Kenna said the fiscal year hasn’t been closed yet, because the tax returns haven’t yet been finished by Gilbert & Associates. Hoping to conclude this week. Apologized for being behind.


Lucas: Usually monthly has the sheet with customer count, etc. Would like to receive on monthly basis…


Kenna said he wouldn’t see those until the financials closed


Joy: 1) Re: Trader Joe’s: When they come to town, typically natural food store might experience 5% reduction in sale; how do other stores coming to town affect things?


Eric said the Nugget was about 5% for about a year; but it’s hard to predict because TJ would be drawing from a smaller market base here.


Joy: Re: Renovation costs: What happens if costs go way beyond the expected amount membership has approved.


Eric: We’re doing it phase by phase, with time in between, so as we complete one, we’ll know what it truly cost. Our max is around $3,000,000—if we have a phase that goes over budget, we’d compensate for it in the next phase rather than going over $3,000,000


Jared: What is TJ’s sales from their smallest store? How much are we expecting them to take out of Davis, and what percentage of our sales is that? Also, when’s the last time grocery made margin?


Kenna: Would have to research the grocery margin question, but most quarters they do not make margin. RE: TJ’s, the store’s average around $15,000,000 or more. They’d also draw from outside the city.


Eric added that total grocery market in Davis is around 126,000,000 per year, and TJ’s generally takes 1% of a area’s market share.


Darius: What he heard Kevin say is that he wants us to join a coalition to help come up with a counter-argument about the West Davis Store.


Eric agreed.


Doug gave brief overview of Kevin’s statements.


Lucas: With regard to the renovation, we’re at about 3.1 million for all phases. How much can we expect in increased sales out of that investment?


Eric said John Sutti estimates 20%; Rick Domansky of Map Infor estimates that’s a minimum based on his experience; based on many independent stores in Bay Area.


Lucas: We’ve been projected to max out at around 18 million dollars at this footprint. Does the 20% increase just get us closer to the max out point or raise it?


Eric: It raises the max out level.


Lucas: Expressed concerns about potential lack of parking, etc.


Beth: Pointed out that other stores are in very different kinds of areas. There are stores doing 25 million with similar parking set-ups to ours.


Eric: Parking has two potential solutions: eliminate employee parking, or add angle parking on the street (city has approved, although a neighbor doesn’t like the idea)


Lucas: Seems like we haven’t seen sheets on margin, etc. for a while—maybe since October. Feeling that board can’t do adequate job if they’re not seeing up to date financials.


Eric: It’s been five years since we’ve done an audit, and Kenna hasn’t missed a beat in those five years—he’s now busy with the audit. Understands Lucas’ point, but once in five years in a good record for Kenna. He’s backlogged right now, from working with auditors.


Ben: As new board member, it’s hard to accurately assess what’s going on, but he’s ready to find out what the numbers are that they really need to do their jobs.


Jared: If Kenna’s backlogged, say so in the financial report. Let us know why the financials aren’t coming.


Lucas: Wants to be clear that he has faith in Kenna’s abilities. Just wants to communicate his disappointment at not seeing financials on a monthly basis.


Darius: Monthly financials aren’t called for in our policies. If we want monthly monitoring, we need to amend B4 to say that. Putting it on agenda for next month.


Kenna acknowledged that he appreciated people’s concern, and he’s equally frustrated at being so behind.


Eric: Outpost—three store co-op in Wisconsin in financial bind after trying to expand in third store. City did flood plan remediation scheme and the store’s street was closed for six months; then TJ’s and Whole Foods opened in same area. Original store and second store in negative growth, and third store is carrying the other two. Moral is: careful how much you take on at one time. Scares him to think of doing second store when the numbers look iffy.


Doreen: Lot of people have been asking for additional reports and information—what’s the process for asking for things from GM and staff (especially at meetings)? She’s unclear on it.


Julie said during meetings, you can ask anyone for anything. Lucas was asking for a regular report that suddenly disappeared.


Darius: You can ask for something, but if we want it to be binding, we have to put it into a policy.


(Conversation between Doreen and Darius ensued regarding when requests should be binding, when requests are being made in an official BOD capacity, and when as individuals)


Winston: read BGM1.


Julie: You can always make a motion.


Joy: Process question: Which monitoring report are we voting on?


Darius: Renovation report


Darius: Wrap up: With regard to the new method of getting to ask questions. Trying to transform the process—liked that it seemed more conversational, although it was little confusing.


Doreen: Liked sticking to one topic for a while. Need to work out details of how person holding floor facilitates questions.


Dan: ASUCD uses deferments, little placards to differentiate who’s talking, who needs to be added to list, etc.


General consensus to keep working in this direction.


Motion: Lucas moved to accept GM report as presented

Seconded: Dan

In Favor: Lucas, Doreen, Dan, Ben. Julie, Darius, Joy, Winston

Abstained: Jared



Recess at; 7:37 reconvene at. 7:52




Reports continued


Presented: by Lucas, 6.7 Report: BGM1 Unity of Control

Apologized for tardiness in turning in report. Directed people to policy report on paper, then read it.

Motion: Julie moved we accept report on BGM1 Unity of Control as presented

Winston Seconded

In Favor: Lucas, Doreen, Dan, Danyal, Julie, Darius, Joy, Winston

Abstained: Jared

Motion carried


Presented: by Doreen, read by Julie, 6.8 Report: GP4 President’s Role

Motion: Lucas moved we accept report on GP4 President’s Role as presented

Julie Seconded

In Favor: Lucas, Doreen, Dan, Jared, Julie, Darius, Joy, Winston

Abstained: Danyal

Motion carried


Presented: by Julie 6.9 Report: GP7 Legal Duties


Darius agreed that it’s a matter of self monitoring


Motion: Darius moved accept report on GP7 Legal Duties as presented

Doreen Seconded

Motion carried unanimously



The group agreed to table Debbie’s 6.10 Report: GP9 Trusteeship & Relation to Members

until march, when Debbie will be present



Unfinished Business


Presented: by Doreen Discussion: Renovation communications plan—follow up from retreat


Not that much to talk about re: communication plan for renovation as of yet. Wanted to talk about using the next fifteen minutes for retreat follow up.


Darius: Expressed concern that some of the things he wanted to talk about were confidential—could use some of the time for closed session. Darius wanted to talk about how to approach the next five years. Do we want to have a visioning meeting/task force.


Eric: Dave Webb created a timeline with specific dates and goals, but was concerned about presenting it in public. Doug and Eric were discussing advocacy vs. information. Newsletter puts us as an advantage in terms of advocacy; how to use the newsletter in this process—should it be simply information and education rather than advocacy.


Kenna pointed out that information vs. advocacy is a grey area.


Eric agreed.


Doreen recapped the possibilities for discussion; Darius suggested using ten minutes on each of three topics.


Doug: Bylaws require equal and reasonable access—that’s the only Board policy we have. Board is in a position to make decisions…


Julie asked whether those are words in a policy or words in the bylaws


Doug confirmed it’s the bylaws. Kenna raised a good point, but there are some things that are easier to sort into info or advocacy. Once there’s a voter’s pamphlet and ballots are mailed, then people are either voting yes or no—usual for board to vote to put something on a ballot and then to vote on whether to endorse something on the ballot.


Julie: Torn between old school co-op and enormous corporation. Board could run a box in March issue to call for letters to the editor on the subject.


Doreen: Thinking roughly the same thing—but can someone speak to the renovation without knowing the details. Unless the board wants to present the pros and cons.


Darius: Likes the idea. Says equal and reasonable access—but the issue isn’t as cut and dried as two clear sides. What counts as equal and reasonable access?


Eric suggested getting a handout ready for the date the March newsletter hits.


Doug pointed out that we’ve been talking about other ways to reach people besides the newsletter—Web site, for instance, with a yes and a no page. Could also use Davis Wiki, which would make it accessible to everyone. Also, there should always be an election bulletin board in the store. Pointed out that although there’s not really a pro-renovation or anti-renovation side, the board will clearly be voting yes on the renovation


Ben agreed that different forms of publicity should be explored. Like the Wiki idea—could have a renovation page encouraging people to discuss. Feasible to set meeting before April newsletter deadline and encourage people to come.


Julie: Thinking that even if we make our best and most reasonable effort, there’s very little likelihood that people could get anything in in time to make an impact on the election. So now thinking not in the newsletter.


Joy: Would buy us some time to put notice in newsletter to “check out www…” Buys some time to create a web site.


Darius: Who will do this? (Lucas and Joy and Doug will get copy to Amy ASAP for March issue.)


Doreen: Task force will write up whatever box will say, by tomorrow morning, and box will talk about avenues through which members can get and exchange information about the renovation..


NEXT TOPIC: How to communicate with Dave Webb on communication plan


Doreen and Dave have communicated by e-mail in the last week. Dave asked if the renovation task force could pull a meeting together this week or next week to meet with him. The other way to communicate with him is by e-mail


Ben apologized for not taking more of the lead on communicating with Dave.


Deb, Ben, Doreen, Lucas are the renovation task force—everyone else is welcome to join.


Doreen brought transcription on pros and cons from retreat. Also thought Eric’s timeline would be interesting to see.


Ben requested that both of those things go out to board list in the next few days.


Darius: No one seems to have a copy of the task force list here with them; wanted to see what was written as the scope of the task force. Much of this information could have been dealt with by the task force.


Ben read task force charter…


PHASE FIVE


Darius wants to be able to have an answer about what the Co-op will do once the renovation is through. Proposed dinner plan to discuss options.


Doreen wants to be able to answer Dave Webb about what we’re doing right now, let alone in Phase V


Lucas pointed out that those who showed up for the casual discussion time last time left early; others didn’t show up.


New Business

8.1 Approval of Minutes from December 2006


Jared would like the minutes to reflect that he was led to believe that there would be a report to the board from Beth on the temperature logs in the deli. Wanted to note that there was supposed to be a report coming—there was no real timeline for it, but he’d like it noted that it should be coming.


Darius pointed out that Eric and Beth have no obligation to provide that report, although it’s nice of them to offer. Things tend to get contentious and people offer to do things. If you really want to see a report, write it down and make an official board motion. We have a process, just make a board motion.


Beth: I don’t remember agreeing to transcribe the deli logs. My memory was that I agreed that I could bring copies of the logs—the two are not the same.


Jared agreed that things may have gotten confused over several months.


Ben: Had a similar situation happen in a cooperative household, where he walked away from a meeting with an understanding of something that no one else remembered a week later. Maybe action needs to be taken by the person who has an understanding that something is supposed to happen. Otherwise we wind up in these situations.


Julie: I walked away from the December meeting with a completely different impression because I didn’t think it was valuable data—if there had been a vote on staff spending time collecting it, I would have voted against it.


Darius: RE: Minutes: Doesn’t remember the conversation—only the gist of it. He would be comfortable approving the minutes. Discussing ways to clarify communication is relevant to discussion of the minutes


Doreen: This comes back to earlier discussion; it is seeming as if we need a clear procedure for getting additional information from staff.


Jared: Would still love to know data from temperature logs.


Ben pointed out that Jared will be supported in getting the information he needs.


Doreen Jared wants minutes to reflect that he asked for the data; how will he get it


Darius: Anyone can ask for anything they want. If I really want to know a piece of information, I need to get five board members on board in order for Eric to spend an hour of his month to pull together that report. People get frustrated because they want information but they’re not getting it, but there’s miscommunication, etc. If you want a full report, make a motion—either put it into monitoring, or make a one-time motion.


Winston: This is part of policy governance where it’s not so much that the staff is resistant. Board should be dealing with policy more than every day …


Julie doesn’t want to amend two month old minutes to reflect a reality we don’t all agree on, but this month’s minutes should reflect Jared’s concerns.


Jared withdrew everything he’d said.


Motion: Julie moved to approve December minutes:

Darius Seconded

In Favor: Winston, Joy, Darius, Julie, Danyal, Dan, Doreen

Opposed: Jared

Abstained: Lucas

Motion carried


8.2 Approval of Treasurer’s Report

Discussion of bill for January’s dinner at Symposium—everything needs to go to Jared; Beth didn’t know that, and all documentation went to Kenna. Kenna will get Jared a copy of all the information


Motion: Julie moved to Approve treasurer’s report:

Doreen seconded

Motion carried unanimously


8.3 Board Packet

Discussion of timeline for board packet submissions. Julie feels it seems to be difficult for people to make that Tuesday deadline—would Thursday work better?

Doreen said it would work better for her.

Darius wanted to know if the suggestion was to revise the system?

Julie is only suggesting a change to a Thursday deadline for everything except Eric’s electronic reports, which will continue to come on Monday. If you want to be included in packet, you need to e-mail Julie by Thursday. Eric’s report will come electronically on Monday and in hard copy on Thursday.

Darius: What’s going on with people that makes it hard to get make the deadline? Asked Lucas and facilitator to help him remind people.

Winston: There’s a balance between providing plenty of documentation and wasting paper. Liked Joan’s method of denoting what documents already existed.

Doreen reads all reports electronically or prints them out at work, so doesn’t use the hard copy until closer to the meeting. Was late submitting her report last time, but respects the deadlines for the most part.


Julie: Joan’s system of pulling things from former months made Julie insane. Likes things all in a comprehensive packet.


Winston: Prefers a full electronic packet.


Ben: Need to move away from explaining lateness and move on. All the sheets of paper promising other sheets of paper—maybe those can get reflected in packet index.


Julie: If everyone promises not to ask for those reports during meetings.


Lucas: Asked everyone to put the four page green document back in their folders for next month.


Darius: Each individual has taken on doing monitoring reports, so it’s a new cycle of responsibility. Also, it would be good, if you’re going to be late, somehow say to people that you just won’t get it ready until the meeting.


Julie: So we’ll change the deadline to Thursday at 5:00 to get an electronic file to Julie if you have anything due for the packet.


Meeting Evaluation


What Went Well?

We’re done on time

New format for questions

Good process discussion

Everybody wrote their board monitoring reports

The discussion of renovation communication was productive and wide ranging but focused


Upgrades

Get reports in on time


Next Meeting –

Facilitator: Lucas

Time Keeper: Ben

Recorder: Julie


Julie moved to adjourn to closed session

Darius seconded

Vote passed unanimously

9:11 p.m.


There being no further business to come before the meeting, it was adjourned to a closed session at 9:11 p.m. by a motion made by Julie, seconded by Darius, and passed unanimously.


Notice of Closed Session


Pursuant to Article 5, section 1(H) of the Bylaws, which permits closed meetings in certain circumstances, and Board Policy GP6(d), which requires discussions concerning issues of a sensitive nature to be held confidentially, the Board of Directors met in Closed Session on December 4, 2006 in the Conference Room at the Davis Food Co-op, 620 G Street, Davis, CA, to consider personnel issues.


All Directors were notified of the meeting in writing and in person. The membership was notified of the meeting by agenda posted on January 29, 2007.


The meeting was called to order by President Darius Pazirandeh at 9:20 pm.


Directors Present: Winston Berger, Dan Berliner, Julie Cross, Danyl Kasapligil, Lucas Frerichs, Ben Pearl, Darius Pazirandeh, Doreen Pichotti and Joy Rowe.


Directors Absent: Jared Davis and Debbie Eernisse.


The Board then considered the following item:


1. Motion to get a formal statement from MapInfo


In favor Doreen, Dan, Danyal, Julie

Opposed Lucas, Winston

Abstaining Joy, Darius

Motion carries


2. Motion to order a pro forma analysis


In Favor Lucas, Joy

Opposed Winston, Doreen, Dan, Danyal, Julie

Abstain Darius, Ben

Motion Fails


Julie Cross departs at 9:55


3. Approval of Attachment A 4th Quarter bonus

In Favor Lucas, Joy, Winston, Doreen, Dan, Danyal, Darius, Ben

Motion passes unanimously


At 10:05 pm, the closed session adjourned.


/s/ Julie Cross, Secretary



__________________________________ ______________________

Secretary, Davis Food Cooperative, Inc. Date Approved



Non-approved – February 5, 2007