DAVIS FOOD COOPERATIVE, INC.

BOARD OF DIRECTORS

MEETING MINUTES


April 4, 2011


Call to Order


The regular monthly meeting was called to order at 7:06 at the Davis Food Co-op Teaching Kitchen Conference Room, 537 G Street, Davis, California, by Julie Cross.


Roll Call:

Directors Present: Janie Booth, Julie Cross, Sam Citron, Theodora Consolacion, Desmond Jolly, Steve Reynolds, Frank Fox, Dina Biscotti

Via Phone: Kevin Wolf & Stacie Hartung-Frerichs


Directors Absent: Rebecca Hager


Staff Present: Kenna Krueger, Doug Walter, Eric Stromberg


Guests Present: Ben Pearl


Roles:

Facilitator: Julie Cross

Time Keeper: Steve Reynolds

Notetaker: Nathan Milos


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:


Sam: I was sitting in the patio area for the last hour reading, and there were some people with a case of Pabst Blue Ribbon enjoying the weather. They were a bit loud. There were some people reading or who wanted to read, and it made that activity more difficult. We got to hear conversation about the virtues of bulldogs.


Review Ground Rules: Read by Nathan


Announcements:


Julie: I signed the application for our identity theft insurance on behalf of the board.


Kenna: This is our second year.


Frank: I am running for the board.


Q&A:


Sam: Eric, you mentioned that the individuals discussing bulldogs were a known quantity.


Eric: We haven’t had complaints, but we’ve seen them on the patio with a dog, which is against our policy. They’ve been warned twice.


Sam: For me the problem was the inebriation and loud voices. People discussing their personal issues and getting a little tipsy and not realizing what it does to the atmosphere. Have there been any actual complaints?


Eric: Not that I’m aware of.


Sam: What does identity theft insurance provide to the directors?


Kenna: We have several areas where we are vulnerable– at the check stand, with our member database. Should there be a situation where something is hacked into, or where theft occurs, we’ll be protected in terms of liability.


Sam: This covers members, employees, or directors?


Kenna: Anyone who, while doing business with our Co-op, could have personal information taken without their consent.


Sam: I’d be curious to know how much we’re paying for it, and what services it provides.


Kenna: I think we pay $10,000 dollars a year.


Sam: That’s substantial.


Eric: I’d say given the risk, it’s not. Even the best of companies are subject to identity theft.


Eric: The DDBA & Chamber of Commerce are asking business not to sell alcohol from opening to 11 am on picnic day. We said we didn’t know if we could comply with that; it’s a customer service issue. It’s not typically a big sales day for us. It’s just a normal Saturday. No other grocery store is going to comply.


Steve: If it turns out there is a line out the door, maybe we should reconsider the policy next year.


Eric: I said we would be interested in donating money to make the downtown area safer.


Desmond: But you’re briefing the staff.


Eric: They’ve been briefed.


Steve: Where do we see our sales?


Eric: Year to date we’re 3% down now. Customer count is returning. It’s not back, but it’s closer. The average sales rate is about there. We’re seeing a slow but consistent return.

Agenda Review

Amend Agenda by postponing GP9 and Discussion of Ends language to May.


Janie moves to adopt agenda as amended

Desmond seconds

Motion carried unanimously


3.1 Charter BGM4 task force

Stacie: The charter is the same as last year. I want two other people on it; they both have to be board members. One of them ought to have multiple years left in their term so there is institutional knowledge.



Julie moves to charter task force as written with Stacie as chair and Dina and Steve as members.

Janie seconds

Motion carried unanimously



3.2 GP8 - Board Renewal & Continuity

Kevin: Section D scored less than 3. I’ve marked that as non-compliant. My proposed solution is a task force charter template that includes a section on member involvement including the kind of hours we expect and the duration. It will help determine if the work is sufficient to trigger a super worker discount.



Steve: Sometimes we get quantity over quality. Is there any other way we want to measure that?



Julie: We have a precedent. Newsletter writers get a super worker discount and don’t necessarily put in 16 hours a month.



Steve: I like that. We have Jack Young on the Audit Task Force and I’m sure he’s not putting in 10 hours a month, but he’s providing service well worth a super worker discount.



Julie: Kevin, were you willing to take on the roll of amending this?



Kevin: Sure, I’ll take a stab at adding a template.



Motion: Dina moves to accept report

Second: Steve

Motion carried unanimously



Janie: It didn’t bother me not to have the raw data on the compliance report. Do we want that in future reports?



Steve: I’d like to have the data.



3.4 GP10 - Binding Initiative & Boycott

Steve: I reported compliance because no one had asked for a boycott this year, and we adequately handled the lack of request. I noted that we’re in the middle of our bylaw initiative to take care of that. Anybody have any thoughts on this?



Sam: Did we obliterate the distinction between binding and advisory?



Julie: I think we did last time. I think probably we’re going to have to rewrite GP10 to accommodate the election. I’ll make a note that we have to look at GP10 in July



Desmond moves to accept report

Second: Teddy

Motion carried unanimously



3.5 Revised Admin Policy - 2nd reading

Julie: There were no changes to this policy. It’s within the powers of the board to adopt administrative policies on one reading.



Motion: Steve moves to adopt the policy

Second: Sam

Motion carried unanimously



3.6 BGM3 - 2nd reading

Kevin: It’s seems straightforward. Is there any comment or discussion?



Desmond: Are we clear on the difference between operational achievements and what we had before? What are the parameters for operational achievements? Do we need a footnote, which might spell out some of the components?



Kevin: Before, we had no connection to the conduct of the Co-op except through the GM. That seemed wrong to me, we really only have no connection to the operation of the Co-op except through the GM.



Janie: Kevin, when we revised BGM, you were on the board. Why did you allow the change to go through?



Kevin: I don’t know. I didn’t catch it last year, that’s all.



Janie: Operational achievement is really bizarre to me. But you said it came from a template, right?



Kevin: Right.



Desmond: Kevin when you just explained to us orally what you mean by operational achievements, you said the store; you said it twice. Is the store the Davis Food Co-op? Or is the Co-op inclusive of the store?



Julie: I want to double check because I was hearing from Janie and Steve that they aren’t in favor of the changes to BGM3. It may be better to postpone these until May, when Kevin will be here in person to explain this.



3.7 B4 - 2nd reading

Janie: This was supposed to be on the agenda last time. This is a change that I pretty clearly outlined in the preamble. We’re supposed to have patronage refund language pretty early in comparison to our fiscal year ending. Eric suggested that February and March would be better months. There’s no reason that we have to have it in October.



Steve: I like the idea of announcing it early in the year for marketing reasons. The way I read this language is not that we can’t do it earlier, but that this is the deadline.



Teddy: Because our retreat was in March, would it make sense to say that this will be decided no later than April?



Janie: I think, because we don’t know when our retreat will be, we should leave this.



Desmond: As I read through B part four, it occurred to me that in the volatile market we find ourselves in a five-year plan is as good as obsolete when written. I think, at some point, we need to discuss the idea of a three-year strategic plan. The climate we’re in makes a five-year plan ridiculous.



Dina: Is there a reason that we don’t want to say, “Fail to provide no later than the February meeting?”



3.8 Recommendations for internal monitoring

Sam: Janie asked me on March 11th if I would be willing to look at creating a set of best practices for policy reporting by directors. She gave a number of sub-questions, which are outlined here. I think it’s a very good thing to do. I think there is a divergence of viewpoints of how best to do it. So, best practices are a great thing to look at in terms of what other Co-ops do. I had not previously been a member of CGIN so I signed up and am in the process of trying to figure out if this is something to “Ask Cooper” or if I should more informally ask other Co-ops what they are doing.



Doug: I think “Ask Cooper” is a fine idea.



Sam: If any of you have any suggestions for me, please email me.



Steve: I really like the survey monkey tool; I think we can certainly optimize the way we do them, but I think we’re making a lot of progress and I look forward to seeing it improve.



3.9 Accept Ends reports

Eric: I think these are straightforward. I will entertain questions or comments?



Dina: I thought the last paragraph on the front page would be great to communicate to our members.



Eric: It has been reported.



Frank: It was in The Vine.



Stacie: We can decide next year if we want to do Ends reporting all at once like this.



Motion: Janie moves to accept the 2010-2011 cycle Ends reports from Eric with the addenda as submitted for the April 2011 meeting.

Desmond seconds.

Motion carried unanimously



Break: 7:52; reconvene: 8:07



[Janie has excused Kevin and Stacie from the meeting due the technical difficulty of hearing them.]



4.1 March/April linkage events discussion

Julie: The March linkage event was a Foodie Fair. We had originally talked about the board coming to that, but we had limited space and bad weather so it’s good they did not attend. Our April event is Earth Day: Friday April 22nd. We will be giving out free shopping bags, and begin charging 5 cents for non reusable bags – all proceeds will go to Tree Davis. We’ll teach all directors how to bag groceries. And we encourage everyone to attend.



Sam: Is it our policy to let people know that they are being charged a nickel for every bag?



Eric: Yes, we’re going to let them know. Early on, if someone is upset, we’ll waive the fee. And that day we’ll be giving away reusable bags.



Desmond: I liked the ad at the back of The Vine.


Julie: The Annual Meeting is an all-hands-on-deck May event; it’s Sunday May 22nd. It’s critical that directors be there.


Sam: What about plastic bags? Are we happy with those? Are there alternatives?


Eric: We are looking into alternate bags. You can’t put wet things into paper bags.


Sam: I’ve seen mesh bags.


Eric: We sell those.


Teddy: If we’re giving away all these bags on Earth Day, can we use those as swag for May?


Julie: The plan is that after Earth Day, any purchase over 40 dollars will get a bag. For the Annual Meeting, we’ll do a meat curry and veggie curry with sides (and peanuts off in a corner somewhere.) We decided to do beer and wine as well.


Consent Calendar


Presented: Consent Calendar Items


Retained by unanimous consent:



Removed by objection:


Motion: Sam moves to adopt the consent calendar as amended

Steve seconds

Vote: Motion is adopted unanimously.


6.1 Workgroup recap discussion



Janie: I wondered if people wanted to discuss it.



Julie: I handed our numbers over to Teddy for our costs. Cooking our own dinner kept the cost down and I heard Sam say it was super fun.



Steve: I encourage people to come early next year because it was fun.



Julie: I liked having all of the Ends reports at once. Seeing them as one big picture was really nice.



Steve: I’ll second that. I think the sum is greater than the parts.



Eric: I’ll third that; it helped me to see them as a whole.



Dina: I agree. Though, I would like to get the Ends reports a little earlier.



Teddy: It was good to see them all together, because I never realized how much they repeated it each other.



Julie: I would be kind of interested in doing the Friday dinner one weekend and the Saturday another weekend.



Janie: I also thought we could do a half day workgroup. We’re not required to have an all day workgroup.



6.2 Form July training task force, and set date for training



Janie: I have some thoughts about it.



Julie: If you’ll look at your slate of candidates. We don’t have to do a lot of catch up. Although, it’s possible that someone who knows nothing about policy governance will file as a write-in candidate.



Janie: Now that we have the website, all the resources from last year will be available.



Steve: And that’s going to become increasing valuable as it builds up. When you’re writing a report, it’s good to see what you did last time.



Julie: So, who wants to run the task force?



Janie: July 23rd is our date.



Julie: Would everyone please write down July 23rd on your calendar; I will send out an email and bring a charter to the next meeting.



6.3 Reading – “Democracy in Cooperatives” by Michael Healy



Dina: This article spoke to me. I thought it had some valuable insights and might spark some conversation. I felt called to engage more with our member owners with conversation about who should be a director and why.



Julie: It was not my favorite article, but it resonated with me. Ben is interested in doing Co-operative resource sharing between other Co-ops. It made me feel bad, because we haven’t done the things Healy talks about in terms of recruiting. But I thought this was a great time to think about what we could do next year.



Dina: I felt called to write something about using task forces as a good entrée into serving on the board. Did anyone have any thoughts or reactions?



Doug: I did read the article. It’s not so much the article but reflecting on what you’re saying. The hardest thing is to get people to take the first step in being involved in the Co-op Board. One of Healey’s topics is that if you’re not educating about what the board does, you’re not doing adequate training.



[Desmond agrees to find a reading for next month]



7.2 Voter pamphlet update (from Board Calendar)



Desmond: Over the weekend, Doug sent me the draft of the voter pamphlet with the candidate statements, the proposal, the announcement of the annual meeting, and all that. He’s produced a final draft; it’s gone to the printer. We have a good slate of candidates. Looks like we’re off and running. The board has been well served and fortunate to be able to recruit and elect a very impressive slate of directors. There is board continuity and renewal. I think we’re doing quite well in that regard.


Doug: There are four declared candidates for the three three-year Board terms that we will be voting on: Janie Booth, Stacie Frerichs, Frank Fox, and Ben Pearl. Whoever finishes fourth will be First Alternate. If an eligible candidate files a declaration before the end of the election and receives a vote, s/he will be elected Second Alternate. If no one declares, then the Board will have the opportunity to appoint a Second Alternate (if one can be found).


An argument in favor of Proposition One was received, signed by Julie Cross, Janie Booth, and Stacie Frerichs. No argument against was received by the deadline, and that is noted in the Pamphlet.


As far as production of the Election Materials and the timeline for mailing, it's too early to say “we'll make it,” but with tremendous thanks to Desmond and Jonathan Groveman, our other Election Committee member, we are on track. There were 11,122 members active on the evening of 3/31, and we will be mailing to about 10,700 addresses.


Just for your information, the number of active shareholders dropped to 5,326 on the morning of April 1, but has already rebounded to 6,241 as of about 6:30 this evening. I expect we will have more than the 8,666 who were eligible to vote at the end of the 2010 election.


Desmond: I was a little concerned that there was no anti-proposal argument. I don’t want the perception that we’re stacking the deck.


Doug: Eric and I have had a little discussion over this. It’s not our policy to call people asking for dissenting opinions. The December 2010 minutes included an excellent conversation that anyone could follow who is interested.


Meeting Evaluation


What Went Well?


Upgrades


Next Meeting –

Facilitator: Desmond

Time Keeper: Teddy

Recorder: Nathan


There being no further business to come before the meeting, it was adjourned at 8:53 p.m. by a motion made by Desmond, seconded by Julie, and passed unanimously.


/s/ Julie Cross, Secretary


__________________________________ ______________________

Secretary, Davis Food Cooperative, Inc. Date Approved