DAVIS FOOD COOPERATIVE, INC.
BOARD OF DIRECTORS
MEETING MINUTES
April 2, 2007
Call to Order
The regular monthly meeting was called to order at 6:32p.m. at the Davis Food Co-op Conference Room, 620 G Street, Davis, California, by President Darius Pazirandeh.
Roll Call:
Directors Present: Winston Berger, Daniel Berliner, Julie Cross, Jared Davis, Debbie Eernisse, Lucas Frerichs, Danyal Kasapligil, Darius Pazirandeh, Doreen Pichotti, Joy Rowe
Directors Absent: Ben Pearl,
Staff Present: Kenna Krueger, Doug Walter, Eric Stromberg, Amy Radbill, Seth Larsen
Guests Present: Joan Randall, BE Murray
.
Roles:
Facilitator: Darius
Time Keeper: Debbie
Notetaker: Amy
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:
Announcements:
Julie announced a tasting fair on Saturday, April 28 from 11:00 to 3:00. She was planning to give board members popcorn to hand out. Seth reminded everyone that they were planning to have a board table on the 29th as well, if people are available.
Seth announced that he has draft artwork and other communications for the annual meeting. He passed them out and asked for feedback.
Lucas announced that he was appointed by City Council to serve on the general plan housing element update committee.
Darius will be singing in the law school talent show on Wed.
Daniel will be in D.C. interning with Sierra Club this summer.
Consent Calendar
Presented: Consent Calendar Items
Doug gave Julie one change to the February minutes—page 11, bottom of page, Doug pointed out that we do have other policy, and the quote should be changed to say “board policy”
Debbie pointed out that Joan Randall was present for the March 5th meeting, although not for all of it
Retained by unanimous consent:
Approval of Minutes – February 2007 (Julie)
Approval of Minutes – March 2007 (Julie)
Treasurers report (Jared)
Task force report (Darius)
Removed by objection:
First reading: GP9 revisions and monitoring (Debbie)
Motion: Julie moved to adopt the consent calendar as amended
Joy Seconded
Vote: Motion is adopted unanimously.
Agenda Review
Motion: Darius moved to adopt the agenda
Jared seconded
Motion carried unanimously
Reports
Darius: Thinks it would be a good idea to tie renovation reports to B11 each month.
Presented: General Manager's Reports
Discussion of reporting financial information
Darius B4: Feels like this (B4) is a minor thing, but the issue of what compliance means has come up. In some senses this was a great process—problems were brought up, dealt with.
Julie: Do we have any idea of the likelihood of getting the 25,000 balance of the Elk Grove loan?
Eric: The Sac Co-op is actually doing fairly well; they haven’t reported a timeline for paying back loans, but they are stabilizing.
Kenna: Do they still have the intention of selling the second piece of property?
Eric: The offers they were getting didn’t interest them…their plan is to pay us back but it may take some time.
Joy: Are we forgiving the 2.5% interest?
Kenna: The first loan, they paid back with interest.
Eric: Are we going to forgive it? It’s such a minor amount of money, we certainly could.
Joy Had a question about interpretation on B6e: Liability insurance. — seems like policy says it should be greater than average, but interpretation says average.
Eric: Larry is comparing us to like businesses, but not co-ops.
Julie: Does anyone remember why the policy was written “greater than average”? Or is it a typo?
Darius: What do you think about that? Is that a good policy?
Eric: No.
Darius: It seems like it could be worded better than that…
Julie: Would you put that on the agenda for next time?
Eric: Joy, I interpret it as meaning we should be on par with like organizations.
Motion: Julie moved to Accept GM’s monitoring reports on B5, B6, B7
Debbie seconded
Motion carried unanimously
Eric: asked whether the board is comfortable with ordering equipment for phase 1 of the renovation…
Darius moved that pursuant to section B11, the board authorizes the GM to sign a contract for construction of phases 1 and 1a as presented at this meeting.
Seconded: Julie
DISCUSSION:
Doreen: Is there an opportunity to make changes to specifications written here once contract is signed with Sutti? If issues come up as we move forward with members, can we make changes?
Eric: There is the opportunity, but it comes with cost. I want to take some more opportunity to meet with staff and Sutti before we sign contract.
Doreen: What if members voted no? Would that change 1 and 1a?
Eric: No
Joy: Are we still able to cover 1 and 1a
Eric: The loan limit is approximately $600,000.
Kenna: The cash reserves are 1.5 million…
Eric: POS system would be postponed if we didn’t get the loan approved…
Kenna: We would retain about 700,000 in cash reserves.
Lucas: According to lavender document, phase 1 is 1.3 million…is that phase 1 and 1a?
Eric: Yes.
Lucas: Curious—why was it not on the agenda that we’d be making a motion about this tonight? And we still have one month to accommodate the eight week equipment order timeline and still begin construction in July…I would like to wait until next month to approve this, don’t see why there’s urgency to do it tonight. Also: If we go through with phase 1, Kenna says we have 700,000 in cash reserves..
Kenna: explained parcel purchase/POS system—actually it would be more like 600,000
Eric: I didn’t come asking for a motion tonight—just what the board’s preference was. So if we waited another month, it wouldn’t be the end of the world.
Darius: We just last week realized that we should be tying this to B11. So if there’s not urgency, then we could wait until next month. So I withdraw the motion…
Doreen: I still think we should continue discussion…
Darius: Requested discussion of specific documents that went back and forth between Ben and Eric.
Eric: Ben was asking for a master plan document. From Sutti’s perspective, we have pretty close to final drawings, contractors, etc.—but is that what the board means by a master plan? I don’t know. That’s why I came up with this—a summary (of 1 and 1a).
Darius: Monitoring: During a renovation year, monitoring will happen (on a regular basis). Does it seem reasonable to get a monitoring report every month?
Eric: Yes.
Kenna: I think it’s appropriate for the board to understand the basics of these documents (projected financials, sources & uses of funds)…they’re linked to the remodel, but more importantly to our ability to pay off the loan.
Kenna went over: Cash flow projections; budget comparisons; sales projections.
Cash flow projections: From projecting out of budget for fiscal year 07-08; one key piece is projecting sales at $17,498,000. The sales projection is an important piece—we’re only projecting an 8.5% increase post remodel. That’s very conservative, but Trader Joe’s potential opening came into play there. Again, we’re just kind of guessing –but we didn’t want to just put out 30% across the board just because Sutti says stores do 50% increase…so we’re being conservative. The key thing with the cash flow is we wanted to have 07-08 to be about a break-even cash flow. And we feel like we’ll do better in succeeding years. But the first year we’ll have all the debt at a higher interest level… And then you work backwards from there; you want o get to no loss of cash flow, and then you work backwards to see how much debt you can take on. The real estate loan assumes we’ll have an appraisal of the building…
These terms are verified by the bank…
So we’d be borrowing about $3.7 million…we feel like we can handle that loan debt, and the co-op bank feels that we can too. We came up with those numbers so that we wouldn’t have a negative cash flow. Even the first year we’ll have a positive cash flow, even with all this debt and conservative sales growth.
Lucas: So the ending cash balance on the cash flow projection is 9…
Kenna: actually we have a different cash value now—those numbers aren’t really significant, it’s how they change…
Lucas: Okay, but that doesn’t take into account the lot line adjustment or the POS?
Kenna: this does—we’d pay for those by cashing in our certificates of deposit.
Lucas: Generally, co-ops are quite conservative when it comes to taking on debt. Is this more debt than is generally taken on?
Kenna: I know that NC bank considers us a good organization, and they were comfortable with [this loan amount].
…The key thing that comes out of this—if you look at the third page, it’s called “Notes to Changes,” we look at what our ratios currently are. 2.41 now; after remodel it goes to 2.24 (?). Those are still high ratios of liquidity. Debt to equity ratio is the key thing…our debt to equity ratio goes from .44 to 1.48—but that’s not a dangerous level for an organization that’s looking to expand. This is higher than the average for food cooperatives, [but not necessarily for whole foods stores]. There’s a lot of numbers in here—the thing to grab hold of, is that with conservative sales growth, we don’t anticipate having negative cash flow, and our debt to equity ratio…
Lucas: Where are the projections for the next four or five years, rather than just the next year? And if we’re going to spend 3.7 million, I’m curious to see what kind of projected sales will result from that kind of investment?
Kenna: I think your suggestions are excellent, and we can do that—how many years do you want? Three to five? And that would be for the next board meeting?
Lucas: Yeah, if that’s doable.
Kenna: Oh yeah.
Joan: How are we—what’s the plan for getting the discussion with these kinds of particulars out to the community? You’re going to make a motion next month—the motion will be on the agenda one week before, unless you do something right away, on the Web site or something…
Lucas: As I understand it, the motion for next month will be on phase 1 and 1a, for which it isn’t necessary for the membership…
Darius: Kenna, is there more to talk about with this financial stuff?
Kenna: I think you should study it, and if you have questions, come and see me. It’s the biggest thing we’ve ever thought to do…
Doreen: Agreed that we should wait to make a motion until next month. Would also prefer that members have more of an opportunity to see information on the renovation… Also wants to confirm that we’re not planning to do any construction until June? And what if the members do vote no and then see us starting construction right away? They might think their vote didn’t matter.
Seth: Mailer is set to arrive May 5—that doesn’t give much time before the next meeting. Second of all, the literature that the board will have at tabling will have more and more information about why phase 1 and 1a are proceeding.
Doreen: There’s no way to move the mailer up?
Doug: We don’t want to though…
Doreen: But I’m saying can we wait to sign the contract with Sutti until the members have the mailer in their hands for a week.
Eric: Well, the cons are that the later the construction goes, the more we get into the holidays.
Julie: I’m trying to imagine what members could say that could cause us to change what we do in 1 and 1a—it’s not realistically a concern of mine. I’m much more concerned about what they’re going to say about the renovation loan.
Darius: this thing is going to come up next month, so we have
Doug: We don’t have a month—the board does not need to authorize Eric to sign contracts to order equipment this month. But we’re beginning construction in June, because we’ll have a train wreck if we don’t finish construction before Thanksgiving and construction does have some delays. And in less than a week we are going to be finalizing the language that goes to the membership re: the loan. There certainly are going to be questions, and there’s going to be a lot of conversation… Some of the things that are being talked about don’t fit in with the timeline that we have—we have a fairly fixed timeline. We have a communication plan, we are following it. But we’re starting in June—we’re going to be finishing the voter’s pamphlet in another week or two, and there’s not a lot of room for adjustment.
Lucas: Granted the timeline is sort of short, but there are a bunch of questions. Asking questions and trying to be as informed as possible is not a bad thing.
Break At 7:55 / Reconvened at 8:05
Reports continued
Presented: by Julie Report: BGM3 Accountability of the GM
Doreen: Thought it would be good to give examples from the previous board so that we won’t repeat the same mistakes…what would count as noncompliance?
Julie: Without pulling up documentation and writing it down, I’m not comfortable doing that. I’m happy to pull the report and resubmit it at the next board meeting.
BGM3 report withdrawn until May meeting.
Ben’s Report: GP1 Governance Style postponed until May meeting.
Presented: by Joy Report: GP8 Board Renewal and Continuity
Joy: Didn’t find any noncompliance.
Julie: The last item—“If a final term director is prevented from attending CCMA…” I’d like to calendar that a couple of times during the year, because there are other trainings that come up.
Joy: So that as we become aware of trainings, we calendar them so that people know about them?
Julie: Yes.
Doreen: After the first paragraph, you didn’t say whether we were in compliance or not with recruiting new directors.
Joy: thought that she was reporting only on A, B & C
Doreen: Still that first paragraph seems totally unrelated to A, B, and C—it’s not really talking about how we recruit our board members.
Darius: You can withdraw it and resubmit next month if you think you need to report on the first paragraph, or move approval and see if the other directors agree with you
Joy: Moved to approve the GP8 monitoring report
Darius Seconded
In favor: Winston, Lucas, Danyal, Darius
Opposed: Doreen, Julie, Deb
Abstained: Jared, Joy
Presented: By Dan Report: GP10 Binding Initiative and Boycott
Dan: We’re in compliance
Darius: 8.4—discussion of member inspection rights. I think this ties into this. IS there anything short of the conditions in here that the board should be required to report? I think that falls into the president’s realm—deciding when a member comment is important enough that we need to get back to them. I think that could be part of the president’s role, without tying the board’s hands.
Julie: That’s great when the president’s you, but another president might not want to handle it that way. I think that’s why it’s good to write everything down…
Dan: SO that could be a bit of a hole…
Debbie: I think I covered that hole in my revision of GP9.
Darius: GP9 and GP10 are closely tied…
Julie Moved to approve the GP10 report
Dan seconded
Motion carried unanimously
Presented: by Darius Report: GP6 re: late audit
Darius is withdrawing report in order to resubmit it…
Darius: this was obviously excusable noncompliance, but I think we should call it that, not call it compliance when it wasn’t.
Julie: The board doesn’t really have to declare Eric out of compliance, because he announced that he was out of compliance. Which is what we’ve asked the GM to do when it’s not possible to be in compliance.
Doreen: I really appreciate the analysis that you did, and I agree with a lot of what you said. But I don’t think that it needs to be as big an issue as we’re making it. I think that the noncomplicane should be reported in writing—I couldn’t find anything in writing. That’s the only little thing…
Darius: I think it would serve the board in the future… if we were able to amend Eric’s GP6 report to say that “we were out of compliance for two months, but because we’ve made a plan, we have a way to deal with it in the future…” [?] I think that would be serving our duty of care… I would like to go ahead and table GP7, and then B4, I’d like to make the change I suggested if you’re okay with that?
Eric: You want me to make that change and then resubmit it?
Darius: Yeah…
Unfinished Business
Presented: by Eric resolution for loan and board support ballot measure
Long discussion of wording of motion…whether to increase amount to $3.9 million, whether to change debt language to loan language, whether to point out the current debt of $300,000 (Kenna pointed out that it would be $280,000 by the time this is voted on)
Julie Pointed out that most renovations see sales increases in the first phase; by the time we hit phase III, we may be in a very different place financially—from that perspective it makes sense to ask for more, so that if we feel secure borrowing more, we can do it. On the other hand, are we shooting ourselves in the foot if people are more comfortable with a lower number.
Lucas pointed out that next year, the board can borrow another $600,000 or so without membership approval if we need it.
Kenna: Eric, by the time we get to phase IV, aren’t we approaching March or April 2008—so we’d be protecting our ability to do the whole project if sales are great. Because there’s a communication risk to asking for more money than we currently show we can afford.
Darius moved to place on the ballot a proposition that The Davis Food Co-op Board of Directors is authorized to obtain up to Three million six hundred and ninety thousand dollars ($3,690,000) in additional debt for the purpose of store renovation, construction cost, equipment purchases, planning, design, engineering, equipment installation costs, and building permits.
Debbie seconded
In Favor: Winston, Debbie, Lucas, Danyal, Julie, Darius, Joy, Doreen
Opposed: Jared
Motion carried
Darius Moved to recommend passage of this motion to the members in the Voter’s Pamphlet
Winston seconded
In Favor: Winston, Debbie, Lucas, Danyal, Julie, Darius, Joy, Doreen
Opposed: Jared
Motion carried
Presented: by Darius, Discussion: Follow up from previous member comments
Debbie: Ideally, I wouldn’t put this in unfinished business, I’d put it right after member comments, that we would follow up on previous member comments. The idea was that when Ben was asked to follow up on a letter that Jay had brought, I had no idea. I didn’t mind, but I didn’t know and I might have minded.
Doreen: Do we have this in writing or not? We talked last year about any board member being able to put it on the agenda as new business. So I’m almost in favor of putting it on as new business.
Darius: SO that was how to deal with a person who shows up at the meeting—what the protocol is for that. SO that someone doesn’t fall into the cracks, but we don’t get derailed by it. Maybe it could even be in the consent calendar as a small report.
Debbie: Yeah, I’m just talking about follow-up and reporting. When there’s more discussion needed, then we could put it into new business…
Julie: Where do I put my member who came in to tell me not to open a store in West Davis?
Darius: If there’s something simple that a member told you and you want everyone to know, we can put it onto the consent calendar [?] Send them to me by the Thursday deadline… That way we can all stay informed about what we’re hearing and who we’ve communicated with.
Presented: a discussion of: E1 monitoring
Doreen reported that Beth would like any questions gotten to her at least eight weeks in advance (two weeks from today). Ben was going to summarize a list of questions and send it to everyone so that the questions weren’t duplicated.
Darius: So basically we’ve got a couple of weeks, Ben is the focus, so hopefully he’ll send out an e-mail. We basically want anything that we feel is a hole in E1…
Doreen: It almost seems that no matter how we word the questions, it still seemed unclear what we really wanted. Everybody has a different interpretation of what the questions mean. Beth felt that she really wanted us to identify the priorities—she wants the questions, she doesn’t want to have to report on the policy as it’s written right now. There’s way too much ambiguity, and it’s way too open ended.
7.4 Presented: by Doreen, second reading: GP3/GP4 revisions – cross reference/ draft agenda
Doreen: Basically added same wording to both policies, and Darius recommended taking it out and just referring back to GP3. Talks about a process of preparing agenda in advance of the meetings. Puts in writing a process we already have in place.
Julie moved that the board adopt the changes to GP3 and GP4 as set forth in these documents;
Joy seconded
In Favor: Joy, Doreen, Darius, Julie, Danyal, Debbie, Winston
Abstained: Lucas, Jared
New Business
Presented: by Julie, Discussion: 2007-08 Calendar
Julie: Darius suggested losing events section altogether, so that we move things like patronage refund, etc. into the action section
Lucas: IS there any way to highlight one event each month (if it’s a recurring thing?)
Julie: Sure we can put it over in the Month column…
Julie: I’ll check the monitoring and move the events over…if anyone thinks of something else…
Doreen: SO on September actions needed—annual meeting task force formed, is that your question?
Julie: We didn’t do that until February—was that adequate time?
Doreen: Totally. Up above in August, you have “do we need this” under Elections task force…doesn’t Doug do the Election report?
Doreen: I was wondering whether we wanted to put it on the agenda that we should submit our questions for E1?
Julie: Oh that’s a good idea—
Darius: let’s put it in October
Julie: Since BE is in the room, I can ask her…In October it said something about the audit, but it’s not clear what the action is,
BE: That would be the time, if you haven’t already done so, that you would make the motion to begin the audit…
Eric: That would be signing the letter of engagement.
Darius: That’s a good question. At this point, it’s the board’s task to hire the reviewer, right? How long a process was that?
BE: What happened was we were doing competitive bidding, which hadn’t been done in 14 years. So then you would want to have competitive bidding be done no sooner than three years, and no later than five years. With the idea being that you would want to have the same auditing firm for three years in a row, and then you could look at whether you want to switch out.
Joan: I wanted to add that as much as people were happy with Gilbert, I thought it was especially wise to ask for another person from the same firm to head the audit.
Julie: there are a couple of places where events calendar 07-08 is on here—I think that’s a reminder to send out the M&M calendar. Corporate tax prep in December—my question is, is this really a board activity, or is this an event. Or it could be “Corporate tax signed by the treasurer.” In June—annual edition of board policies passed—was that a one-time thing?
Presented: by Darius, 2007-08 budget
Darius: I hope that we can get this approved next month…
Julie: We need to add the annual meeting under outreach.
Doreen: Is that a decision we want to make? I thought it was going to be in the Co-op’s budget?
Julie: Does it matter where the annual meeting money is budgeted?
Darius: I think let’s put it into our budget, because it came up…
Lucas: I thought one of the reasons we didn’t have it under the board budget is because some of the marketing money is Seth’s budget, and that’s part of the Co-op budget, and we didn’t want that co-mingling..
Julie: Okay so that’s something to discuss with Seth.
Darius: Well the question’s going to come up again, how much to spend… We don’t have to specify a dollar amount when we do the task force—we can just say they’re authorized to work with Seth on the budget.
Jared: We never really spend our whole budget for anything anyway…
Julie: Well, we can ask Seth how much of the budget is marketing. And then the rest can be board expenses.
Darius: Jared, is this something you want to work on?
Jared: I don’t mind, if other people have suggestions about the budget, get them to me as soon as possible, and I’ll take it into account.
Darius: so let’s expand where we need to expand, and retract where we need to retract. If we say $3,000 for the board retreat, and then we only spend $324…
Presented: by Julie, 2007 DFC 201 Prep Planning – training for new board
Julie: Anyone want to be on the task force? (Lucas, Darius,)
Darius: Motion: to Charter the 2007 Board Training Task Force with Julie as lead, consisting of Julie, Darius & Lucas to plan and execute a 2007 Board Training in July 2007 for the benefit of new and continuing Directors and interested Members. Has authority to use staff, volunteers and funds up to $500
Julie seconded
Motion carried unanimously
Darius: We have a year of data on each of us doing our own monitoring reports—so we can talk about what’s working what’s not; and we can talk about Eric’s reporting and what the meaning is of compliance and non-compliance. I think I had four categories for discussion…
Julie: Finance, policy governance, process, and board self monitoring/GM monitoring reports. Anyone else have suggestions?
Lucas: History of cooperatives
Joy: What was really great at last one was explanation of duties of care.
Julie: Who feels like they need more finance training (everyone jumped in to say yes!). If anyone else has brainstorms, please e-mail me.
Darius: So we’ll probably try to get a proposal by next month.
Presented: by Darius, Discussion: Member inspection rights – reports by GM and Board, other documents that are not confidential
Darius: This has come up a few different ways—it’s kind of a question of openness and transparency. Do we want to have all the reports all in one place, easy to find? Should members come through the board to see this stuff? What would the process be if there is a conflict? I guess when I was reading the policy regarding the audit, it was “this shall be presented to members…” so we have an obligation to be open to members. And then I was scanning the policies and I found some things that were relevant—B9, customer service policy. GP2A—the job of the board is to represent ownership and produce link… Member linkage policy…I don’t know if you (Debbie) tweaked that one in your proposal. I was just pulling some stuff out on the table to give us a place to start from.
Julie: I would propose that we keep the past twelve month’s packets in a binder in the office where they’re easy to get to. And we started moving board information into fireproof safe—but the question came up about whether we wanted to retain the board packets from 10 or 12 years ago.
BE: I think you would want to keep the packets to refer back to—you could keep them as electronic copies—but they should be available…
Julie: The ones at issue are the old ones, and there are no electronic copies, and they were before policy governance.
BE: SO you’re actually bringing up a whole separate issue to the topic of owner accessibility? But how will the owners be informed that the records are accessible to them? How will they know? Through the newsletter…? That way you don’t have to go to the board president every time and say I want a copy of this or that…
Joy: Offered to scan all the records from 10 or 12 years ago so that they can be scanned electronically…
Darius: So here’s another element—this leadership e-mail list, which I don’t like, because I don’t know who’s on it—I want the board to be able to post the minutes and the agenda on the Web page, to be able to do it ourselves—and also the policies. I think that would be a good solution to us being able to directly do that.
Julie: That’s a way better solution than the binder.
Darius: Eric, is that a reasonable thing to be able to do with the Web page?
Eric: You’re asking the wrong person—you’ll have to ask Seth.
Joy: I like that idea, but I do have some reservations about the whole board packet being on the Web site. I think there’s a difference between being transparent to our members and being transparent to everybody.
Darius: Okay, I’m going to talk to Seth about it in general—we’re just talking. I suppose it’s possible to make it accessible to members only. There’s a few other things—I wouldn’t necessarily want ot put our audit on the Web page. I don’t think the solution is to put everything on the Web page—but the question is how to make it clear to members that if they want something, they should contact a board member.
Meeting Evaluation
What Went Well?
Liked footers on bottom of each page of the packet
Liked that everybody wrote monitoring reports and there was variety and input
Lot of good, non-contentious discussion
On time and ahead of schedule
Smooth meeting, we were able to keep everything compact
Upgrades
Is it possible to have a summary of the comments where it’s just the motions?
Next Meeting –
Facilitator: Lucas (or Julie if Lucas is late)
Time Keeper: Debbie
Recorder:
There being no further business to come before the meeting, it was adjourned to closed session at 9:36 p.m. by a motion made by Julie, seconded by Darius, and passed unanimously.
Break at 9:36, back at 9:40
Notice of Closed Session
A special meeting of the Board was called to order by at, . This closed session was closed to the public pursuant to Board Policy GP6(D), which requires discussions concerning issues of a sensitive nature be held confidentially.
Directors Present: Winston Berger, Daniel Berliner, Julie Cross, Debbie Eernisse, Lucas Frerichs, Danyal Kasapligil, Darius Pazirandeh, Doreen Pichotti, Joy Rowe
Directors Absent: Ben Pearl, Jared Davis,
Staff Present: Eric Stromberg
The Board then considered the following items:
Motion regarding suspension of a member for cause
Motion regarding requesting mediation with that member
Motion authorizing the GM to act on behalf of the board in this matter
Motions carried unanimously
The closed session was adjourned at 10:00 p.m. on a motion made by Darius and seconded by Doreen.
/s/ Julie Cross, Secretary
__________________________________ ______________________
Secretary, Davis Food Cooperative, Inc. Date Approved