DAVIS FOOD COOPERATIVE, INC.

BOARD OF DIRECTORS

MEETING MINUTES

February 28, 2011


Call to Order


The regular monthly meeting was called to order at 7:03 at the Davis Food Co-op Teaching Kitchen Conference Room, 537 G Street, Davis, California, by Janie Booth, President.


Roll Call:

Directors Present: Janie Booth, Julie Cross, Sam Citron, Theodora Consolacion, Stacie Hartung-Frerichs, Desmond Jolly, Steve Reynolds, Frank Fox, Dina Biscotti, Kevin Wolf

Directors Absent: Rebecca Hager


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


Guests Present: None


Roles:

Facilitator: Julie Cross

Time Keeper: Desmond Jolly

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: Stacie: I was talking to a member who shops occasionally – the biggest thing she went to the Co-op for was eggs, but she feels like she can get similar eggs at Trader Joe’s and so she shops here less often.


Julie: We had the University Farm Women’s Circle use the conference room for sketching. They brought us an Orchid still in its Trader Joe’s wrapper.


[Kevin enters 7:05]


Dina: A member mentioned that if you go the Davis Wikipedia page, it lists the Davis Food Co-op as the 9th largest employer in town.


Eric: You know what’s cool about that: we put $4 millions in the local economy in payroll.


Review Ground Rules: Read by Nathan


Announcements:

Stacie: When we had our dinner with David Thompson, he had these tokens from an early British Co-op that were good for one loaf of bread. He gave me some to pass to directors to keep.


I was reading Blumberg business magazine and at the very end they were talking about fair trade Olives from Palestine.


I’m a member of Sacramento Natural Foods Coop, and I got a letter from the board to the members. They are doing quite well and are on track to pay off their loan quickly. I thought it was a nice way for the board to address members.


Janie: I was buying some music at Watermelon Music; they give you a discount if you are a member of the Davis Food Coop.


Stacie: So does Armadillo.


Q&A for Board Members.

Janie: What is the status of beer and wine on the patio?


Eric: We just have to get our staff members trained. In order to serve wine by the glass in a glass, we have to serve it to you.


Sam: Once we do serve alcohol on the patio, we will then charge a corking fee?


Eric: No. If Phil hasn’t already done it, he will be putting a corkscrew on a chain out there. The law allows the customer to bring his or her own beer or wine from home.


Stacie: Are we going to be able to get an update on sales for the last month?


Eric: Since Trader Joe’s opened, we’re down about 3 to 4%; that’s a big impact, but it’s not unmanageable. It’s in customer count. It’s students who are not coming in the door. Good news is that the trend in customer decline is drifting up. We’re down about 30 per day, and were originally down 170.


Sam: Sales are down 3 to 4% year over year? Customer count is also down 3%?


Eric: No. We’re down about 30 customers per day. We’ve been asking staff to engage shoppers one-on-one and discuss product.


Dina: Would that mean that when you’re in line, checkers would comment on your products?


Eric: Yes.


Sam: There could be dangers in that if it’s not honest. I was recently at Nugget, and the sales guy saw me looking at a fondue product and he said, “That’s a really great product.” I bought it and it wasn’t.


Eric: We told staff not to comment unless they could do so honestly.


Agenda Review


Amend Agenda by

Kevin: I’d like to postpone GP8 until after the break.

Dina: My item should be named Discussion of Procedure for Task Force Worker Discount.

Julie: Under linkage can I have two minutes to talk about a new opportunity?

Janie: Kevin, did you want to do something about metrics?

Kevin: I’d like to add it to new business. I did not finish GP5 so that’s off.


Julie moves to adopt agenda as amended.

Janie seconds.

Passes unanimously


3.1 GP6 - Director's Code of Conduct (postponed from Dec and Jan)

Sam: There was a fairly high rating of compliance – roughly 90 percent. The notable outlier was me, who rated everything at about 60%. Having been trained as a lawyer, I could see some deficiencies in the disclosure form and in the procedures. Without having a strong disclosure form, I can’t tell where we’re at. I’d like to begin a reading process to reform the disclosure form at next month’s meeting. I did note that the disclosure form is not where it should be (it’s at the end of GP9 not GP6). I don’t think I need to waste any more time right now.


Julie: Are you going to rewrite GP6 and the disclosure form?


Sam: I’ve been focusing on the disclosure form itself.


Motion: Julie moves to accept the report

Seconded Teddy

Motion carried unanimously


3.2 GP7 - Legal Duties and Responsibilities of Directors (postponed from Dec and Jan)

Steve: Compliance is reported - fairly high compliance.


Stacie: I see you have an action item here? Who is that for?


Steve: Yes that is a bit unclear.


Janie: I have a calendar that I’ve been updating with changes for next year.


Stacie: I like that you did compliance for each section.


Motion: Julie moves to accept report

Seconded Sam

Motion carried unanimously



3.4 GP9 - Trusteeship and Relations to Members

Janie: My 1 was an error.


Sam: Once again, we got relatively high score. However there were some fairly large outliers. Janie scored subpart D with a 1.


Janie: That was an error that should have been a 4.


Sam: F2 [regarding the board publishing a quarterly report] was the other outlier; Julie scored that as a 1.


Julie: Because we haven’t done it.


Sam: The only thing I would add is that the “I Don’t Know” option is inserted idiosyncratically. I do not think that “I Don’t Know” responses are tabulated. It might be worth giving some thought to whether the “I Don’t Know” option should be included in all questions. One might start to worry if people include “I Don’t Know” too often. Not tabulating it is a bit of a bias. Perhaps it should be counted as closer to a 1 than not counted.


Kevin: I would like to suggest that anyone of these that have a 2 get pulled out and talked about. A 2 is serious; it’s below average. I think we should be doing something more systematic to learn about what our member’s values are. I don’t think our last survey was successful. We need to continue to push and get this properly evaluated.


Julie: I’m not comfortable with this report, because it doesn’t say if we are in compliance or not.


Sam: If you go down the list of all the subparts, the lowest rating was a 3; we don’t yet have a quantitative definition of compliance.


Julie: But we didn’t publish a quarterly report, so we’re not in compliance.


Stacie: It might be worthwhile bringing this back with compliance or non-compliance listed for any subpart.


Janie: I think this would be worth further discussion over email.


Teddy: Maybe also a numeric cut off for compliance could be discussed.


Kevin: We should not make the time that we rip through this on the website be the final time we deal with this. If someone notes noncompliance somewhere we should address it at the meeting.


Frank: If you’re looking for compliance, the scale doesn’t make sense. This is a scale for opinions, but a newsletter article was either submitted or it wasn’t.


Stacie: I was the other “2” on part C, and I had a very different reason from Kevin. My reason for putting the 2 is that we have opportunities to put ourselves out there, but I’m not clear how we compile the data we collect other than through anecdotes.


[Tabled until next month]


3.5 BGM3 - 2nd reading

Kevin: You’ve all seen this many times. After the discussion with Michael Healey, he told us about these templates for policies. Many of our policies come from here. I went back to the way CDS wrote this. I thought their language went quite well. That requires that we have to go back and change BGM baseline language, which I’ll start next time.


Janie: CDS is where our policies came from?


Stacie: I meant to add something to the agenda: 2 minutes to talk about CBLD.


Julie: Kevin I like this language, but you’ve also given us a revision for BGM and it doesn’t exactly echo BGM3 and I was wondering why?


Kevin: You’re right.


Dina: Which one do we like?


Kevin: I’ve always disliked the term “official connection,” because it implies an “unofficial connection.”


Julie: I like it; make it a third reading.



3.6 B4 - additional questions about marketing plan

Janie: We had accepted B4 last meeting; Eric was sick. We emailed him some additional questions, but Desmond still had some questions.


Desmond: I was curious about punchy advertising that talked about what made us different from other grocery store. I saw some product advertising, but not value advertising.


Eric: The short answer is we do both types of advertising. When we use messages we place them in sections that correspond to welcome back students, welcome to Davis, etc.


I crafted a response to your questions: about a year ago we started working with Spunk Design to do some rebranding. I thought they gave us really good product in return. We started talking to a number of people about what they did when Trader Joe’s opened. That’s when we started doing product ads. One important group of customers at the Co-op is the cultural creatives; they have some values that we really tap into. The values they identified as being important were quality product, genuine service, a sense of community, and authenticity. They have a strong dislike of feeling manipulated. They also embrace local because they can afford it. So we started emphasizing local more than ever. Families with young children are really important to us. Those folks don’t have the money of cultural creatives, so we’re trying to balance that we have two groups with strong interests but very different incomes. We did focus groups to see why customers did or did not buy certain product at the coop. They said it’s just too expensive. So we’ve been trying to feature (for instance) a meat item on sale every week. Some of our advertising takes place in The Vine, public radio, and sponsorship of community events. Our sponsorship budget is a big part of our advertising budget. What our plan is once we get through the first quarter of Trader Joe’s is to refocus on values ads as well as value ads. We have put a fair amount of effort into Facebook.


Sam: Eric I want to thank you for a very interesting and detailed response to Desmond’s questions.


Dina: I would appreciate another report like this later in the year.


3.7 Bylaw ballot language review

Steve: This is the proposed new language. Babak spoke to some of the specific questions about language raised at the last meeting. Does any one have any questions? Is this language acceptable?


Stacie: Our goal is to put one of these on the ballot and then vote on whether we, as a board, support its passage? The two big categories that we’re deciding on are the current language and the intermediate language and the specific details?


Julie: I thought we had agreed that we’re only doing current language.


Janie: I only allotted ten minutes because I didn’t know we were voting on this tonight.


Sam: In the paragraph labeled background “intact” is listed as two separate words.


Julie: I’m hesitant to go against any of the decisions Babak made.


Sam: I suggest that if we have time, somebody read this aloud. I used this to do this for my dad in the days of carbon paper. We might catch something.


[Julie reads the proposal.]


Sam: Has someone checked to make sure the language of this proposal conforms to the rest of our Bylaws?


Julie: Yes.


Janie: Do people think we need a special meeting?


Desmond: Yes.


Julie: Just like last year, we can call a special board meeting for the hour before our retreat dinner.


Julie: I think this, “the regularly scheduled general election following the nearest upcoming balloting,” is a nonsensical sentence.


Stacie: On D, did Cooperative Corporation get stuck here? Do we prefer this? [Stacie reads Babak’s comments regarding the term “Cooperative Corporation”]


Julie: The other option would be to change the bylaws to be consistent.


Sam: My personal favorite is Cooperative.


Doug: Since the number of members is going to be between 6,000 and 12,000 you might want to define the word reasonable in section D. [(D) Upon receiving an initiative, the Board shall review it and inform the member(s) who submitted it, within a reasonable time, and in writing, whether the initiative satisfies the requirements set forth in these Bylaws.]


Julie: I’d like to keep this vague.


Stacie: I’d also like to keep it vague. I think it will take the board more time to determine whether it’s lawful and proper than to determine if they have the number of signatures needed.


Janie: I don’t feel that this agenda item adequately informs the members what we’re doing. What we propose to do is email all small changes to Julie; she will compile an email - Nathan will incorporate those changes, then it will go to Babak. Steve will email Babak about all legal changes. Then we will have a special meeting on the Friday before our retreat. If it’s important to have a group mind, we can have a longer-than-one-hour meeting.


Sam: The only additional thing I would suggest is that after this process, we read it aloud again.


Julie: Can we have a deadline for people emailing the changes?


Julie moves to call a special meeting at 6:30 pm on Friday March 11th in this room. The agenda will be review and approval of Proposition 1.

Dina seconds.

Passes unanimously


Steve: I’m going to put together the question email to Babak, I’ll send it to Janie and have her put it on the board website.


[Member comment] Lucas Frerichs: I just came from the Tour De Cluck. At one point in the conversation, we were talking about sponsorship by the Co-op. We were talking about one change the Co-op could make. Several folks said that it would be awesome if the Co-op could send owners a summary of what they’d given charitably at the check stands.


Break at 9:00 reconvene at 9:10


4.1 Jan/Feb linkage events discussion

Sam and Dina both attended the Souper Bowl.


Dina: It seemed like more people than last year and that the soups were of higher quality.


Sam: There was a question of whether you submit a press release with the results of the vote.


Julie: [Responding to Sam]: yes a press release has already been submitted.


I mentioned that the board is a sponsor of Picnic in the Park; in addition to 5 giant signs and mentions from the bandstand, we will be doing something new with our booth. We will promote the new parent network, we will have a section about teens before our trainings, and we will have information about the annual meeting. Do directors want to spend time at the booth?


Eric: Another linkage event is Earth Day. That’s the day were going to start charging for paper bags, and we’re going to hand out bamboo bags for free.



4.2 Article for May issue of "The Vine"

Janie: Why is the article only mentioned one time in our board calendar? We need to do one of two things, we either need to change the policy and not commit ourselves to writing articles, or we need to write them. Is anybody interested in writing for the Vine? It should be some kind of linkage.


Kevin: I think anybody who’s running for the board should not be writing in May. I think we should write about the Ends. I’d be glad to take a crack at that.


Janie: I’m willing to write an article but I’d like help from the board members determining a topic.


Stacie: I found it difficult to balance the deadlines.


Doug: The deadline is usually the first of the month prior to publication (April 1st for May). If you want to encourage people to have their own voice, you might want to change the policy, which says that the board will report.


Julie: One option instead of having the whole board review the article is to simply have a second reader.


4.3 Discussion of Procedure for Task Force Worker Discount

Dina: We came up with a form to give members of task forces a super worker discount. There is some ambiguity. The audit task force met three times over various months. So the question is whether the discount is honored during the month the person serves.


Julie: I thought it was a member work discount. Is it a super work credit? If you give people a super work credit for 6 hours of work over 6 months, you could get people who aren’t qualified wanting to work on the task force.


Kevin: Maybe 8 hours work should equal a discount.


Desmond: Could it be at the discretion of the task force chair to justify that the work merits the discount?


Janie: I don’t see this as a big vehicle for abuse. I don’t think people will be clamoring to join task forces.


Stacie: Maybe we could put it in the charter – this is a member work discount task force, this is a super work discount task force.


4.4 Discussion of leaders email listserv

Julie: Did you read this? Did you care? The proposal is that we disband the leaders listserv, and replace it with a member listserv. It would be a one-way list to send out reminders and a Facebook page where we do the same thing.


Stacie: I’m going to suggest we don’t even have the one-way list, and just have the Facebook page.


Janie: I’m in favor of getting rid of the leaders list.


Steve: Why don’t we just put out an announcement that we will stop administrating it?


Kevin: I agree that we should let go of it and let someone else do it. They can send out a notice of what the list will be about.


Motion: Julie moves to disband the Leader’s List no sooner than April 1st with notice to the list.

Seconded Stacie

Motion carried unanimously

In Favor: Stacie, Teddy, Steve, Julie

Opposed:

Abstained: Desmond, Sam, Dina

Motion carried


Julie: Do you want to have a Facebook page?


Consent Calendar


Presented: Consent Calendar Items


Retained by unanimous consent:



Removed by objection: 5.10, Ends Metric Task Force, 5.2

Motion: Julie moves to adopt the consent calendar as amended Stacie Seconds

Vote: Motion is adopted unanimously.


6.1 Board budget proposal

Teddy: Item 6.1 discusses making cuts to the current budget. Because I wasn’t sure what the actual cuts would be, I took the cuts I was proposing and pasted them onto the next fiscal year. I got a couple of emails. One suggestion was cutting a bit from the annual meeting, one was to reduce linkage, and one was to keep reference books at $300.


Julie: I sent the member linkage budget, and I think for this current year, we don’t need to spend any more money. Next year’s task force may choose to go another direction, and we should leave their budget until next year.


Janie: My personal interest is the board retreat. Does everybody agree that we can spend up to $2,000?


Stacie: We thought the board’s fiscal year was August to August.


Julie: The board budget runs with the Co-op’s fiscal year: October to October.


Eric: Staff starts budgeting in June.


Stacie: Let’s table this and only focus on this year.


Teddy: The question is whether we have facilitators or speakers at our retreat, which would eat up a lot of this budget.


Janie: Maybe we can just decide on CCMA tonight. Teddy put together two different cost options for CCMA. Who wants to attend CCMA?


Sam: I haven’t attended any of these things. I feel like I should go, but on the other hand, if budget is very tight I could do without.


Janie: I feel that every director should go once.


Steve: I think it’s very valuable to go. I also think it’s important to support CCMA. While this is a lean year, it’s on the west coast and would cost less.


Kevin: The CCMA also means policy governance.


Julie: I did want to mention because we’ve been working with Michael Healey. For the same amount of money as sending two directors to CCMA, we could bring Michael Healey here to talk to all of us.


Kevin: There is a negative about him coming in. He has never been to a policy governance training himself. He is familiar with working cooperatives. He comes with a somewhat controversial view of policy governance, which he admits himself. I propose getting everyone a policy governance book.


Janie: Sam got some great deals on books. Who wants to go to CCMA? Dina. Frank.


Desmond: If a new director wants to go, I’d back off.


Dina: Two things I have a friend who lives in San Diego, so I could stay there. And I think if we fly Michael Healey out, we should make a commitment to be there.


Janie: I think Desmond, Dina, Frank, and Steve should go.



7.2 Ballot Update (from Board Calendar)


Janie: Doug supplied a nice calendar.


Doug: The annual meeting will be talked about in a moment. It’s not quite set yet.



7.3 Annual Meeting Agenda (from Board Calendar)

Stacie: So, we had a brief talk beforehand. The consensus is to have a Sunday night annual meeting May 22nd and this is the draft agenda.


Steve moves to select May 22nd 2011 for the date of the annual meeting

Sam seconds

Motion carried unanimously


7.4 Ends Metric Task Force


[Kevin summarizes an email he received.]


7.5 CBLD

Stacie: CBLD (Co-op board leadership development) is a website we have access to. It’s really an interesting resource.


Meeting Evaluation

Janie: I’m sorry about the SNAFU with proposition 1.


Stacie: We’ve done so much pre-work on the ballot items that we have the luxury of being able to wait.


Next Meeting –

Facilitator: Stacie

Time Keeper: Steve

Recorder: Nathan


There being no further business to come before the meeting, it was adjourned at 10:00 p.m. by a motion made by Julie, seconded by Janie, and passed unanimously.



/s/ Julie Cross, Secretary


__________________________________ ______________________

Secretary, Davis Food Cooperative, Inc. Date Approved