DAVIS FOOD COOPERATIVE, INC.

BOARD OF DIRECTORS

MEETING MINUTES

November 7, 2011

Call to Order

The closed session was called to order at 6:31pm at the Davis Food Co-op Teaching Kitchen Conference Room, 537 G Street, Davis, California, by Frank Fox.

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).

Roll Call:

Directors Present: Janie Booth, Julie Cross, Desmond Jolly, Sarah Palmer, Steve Reynolds, Frank Fox, Dina Biscotti, Sam Citron, Stacie Hartung-Frerichs

6:36pm Ben Pearl arrives

6:38pm Travis Breckon arrives

Staff Present: Doug Walter, Eric Stromberg, Bija Young, Rachel Quinn

Discussed a matter of real estate and competitive advantage.

Julie moves to start open session.

Janie seconds.

The motion carries unanimously.

Break: 6:55pm-7:08pm

Guests Present: Jon Li

Roles:

Facilitator: Janie

Time Keeper: Frank

Notetaker: Mandy Dawn Kuntz

Member Comments:

None.

Review Ground Rules: Mandy Dawn read them.

Announcements:

Stacie: Two weeks ago meetings began to establish The Placerville Natural Foods Coop.

Doug: Thursday through Sunday, the community worked to renovate the Domes.

Ben: 450 helped and the food from DFC was well-received.

Julie: Marketing nominated DFC for business of the year.

Desmond: 2012 is year of the Coop. We should be thinking about a conference for coops, credit unions, etc.

Stacie: Before Thanksgiving we’re going to pick a date. We’ll contact local coops to meet in January and pick a way to support each other. Firm plans to come soon.

Eric: It’s been a year and one week since Trader Joe’s opened and sales are up 13% for the overlap week. Even before we knew about Whole Foods coming to Davis, Beth T., Bija Y. and I were creating a plan to prime our entryway (so we can compete aesthetically). We’re consulting with John Sutti who designed our store. He has also worked with Whole Foods.

Safe Conversation

Eric: I am working to determine benchmarks for open book management. We’re creating a way to train employees in the store’s finances – so they understand their role in running the business. We want employees to be able to read a simplified P&L statement and understand metrics. Dina: Please do a training for the Board too.

Agenda Review

Julie moves to adopt the agenda.

Sam seconds.

Motion carries unanimously.

Director Education

A brainstorming session took place.

Policies:

B1-General Executive Restraint

Eric: As GM I won’t allow violations of rules that would tarnish the Co-op; we are compliant. DFC passed health and fire inspections; the employees are trained. Safety duties are being transitioned from Cathy Speck to Keiko Yoshimoto as Cathy’s illness progresses.

Stacie moves to accept the report.

Steve seconds.

Motion passes unanimously.

B9- Member Relations

Eric: We have excellent record-keeping (as required by law) and are actively recruiting members. We are compliant.

Stacie: Concerning letter A – We are using new member forms that don’t ask for email addresses?

Doug: During the member drive we used new forms that have a space for email addresses. Now that the drive has ended, we’re using up the old ones (which have no space for an email address).

Desmond: I’m glad the website is being updated.

Stacie: Concerning B9C, the third item (cut-backs on conventions and conferences), did we supplement with other trainings?

Eric: We still attend local events about food, but not far-away trainings. Beth Tausczik attended a data management training.

Stacie: Corrections in B9F – 2 dates changed to current year; we’re planning the 5^th Souper Bowl.

Julie: Maybe there was a computer glitch which didn’t save these changes? One more correction: DFC has 2639 Facebook fans.

Dina: What’s our incentive plan to reward cashiers for signing-up new members?

Doug: As we have no bonuses, I manufactured prizes. Cashiers were split into two squads so more people could win prizes.

Frank moves to accept the report.

Desmond seconds.

Motion passes unanimously.

B10 -Communication & Counsel to the Board

Eric: I sent Nathan the survey results, but as no results are included in the packet, we’ll postpone until December.

Break 8:19-8:32pm. Ben leaves.

GP6 - 2nd Reading

Sam: Thanks Julie for her thoughtful comments and encourages other directors to chime in. The disclosure form is now written such that Julie could sign it. Sam hasn’t had a chance to fully respond to Julie’s comments. Sam’s interpretation is that directors discloses their affiliations and declare they are not a conflict. Then, the Board can discuss the declared affiliation and determine if there’s a conflict. Perceived conflicts of interest are removed in favor of asking for details of potential conflicts.

Julie: I may remember Tuttle saying we cannot keep a director from voting. Should we refer this to an outside expert?

Steve: I’ll ask a friend to look at it. You can ask for disclosure, but if one doesn’t disclose – there’s no means to enforce it.

Sarah: What do you do if everyone knows they’re in conflict?

Julie: There is no means of enforcement.

Steve: The Board could protect itself by recording that the directors see a conflict, then record the vote.

Frank: As a state employee I have to sign a form every year. I can bring that form for us to read.

Stacie: I think we’re okay with the form but we need a policy. Does this policy agree with law and does it cover what we need it to cover? Let’s send the policy to an attorney.

Janie: How do we get rid of a bad director?

Steve: That’s a different area. This form helps bring more into the open.

Julie: If we can’t legally prevent a vote we need to change the policy. An attorney can say if we can do this, and if not, tell us what we can do.

Stacie: We need to check the bylaws and send the policy to an attorney.

Frank: This form covers economic and moral interests.

Sam: GP622 refers to pecuniary interests that are uncommon with interests of DFC.

Steve: We don’t want a disagreement to allow the creation of a perceived conflict.

Sam: We’ll continue the GP6 conversation on email. GP6 is tabled.

Board Continuity

GP8 – Spring workgroup update

Janie: We’ll discuss Ends reports from Eric but we need benchmarks.

Frank: We need a baseline before we can have benchmarks.

Janie: We need to accelerate the process.

Stacie: As it’s new, we need to define what it means to satisfy customers.

Julie: I second Stacie – we need to interpret benchmarks on our customer service End.

Stacie moves to ask Eric for interpretation of and benchmarks for customer service End by January 27, 2012 meeting.

Julie seconds

Passes unanimously

Julie: In order to have a report at the retreat, Eric will need to have started by early January.

Eric: Yes. I’ll work to have an interpretation, but will not have all the data. If there’s a problem having it for you by then, I’ll let you know.

Stacie moved to accept the report.

Julie seconded.

Motion adopted unanimously.

Consent Calendar

6.1 Motion: Adopt consent calendar

Nathan 6.2 Accept October Minutes

Nathan 6.3 Monitoring Chart

Nathan 6.4 Task Force Report compilation

*Steve *Audit task force

*Dina *Membership Linkage task force

*Steve *Member‐Owner Capital task force

*Janie *March Workgroup task force

*Steve *B6 (Insurance) Compliance Task Force

*Desmond *Education Task Force

*Janie *Knowledge Pool Task Force

Nathan 6.5 Board calendar

Dina 6.6 Linkage update for Oct/Nov

Julie 6.7 GP3 Agenda Planning Monitoring Report

Stacie 6.8 GP4 The President's Role Monitoring Report

Sam 6.9 GP1 Governance Style [redo] Monitoring Report - removed

Nathan 6.10

Board Member representing the Coop Report (events, electeds, service 

providers, vendors with whom you meet in the role of Director)

Janie: Director’s reports are put on the consent calendar because we read them before the meeting and discuss them through email. This leaves us more time for education.

Julie moved to accept the consent calendar as presented.

Frank seconded.

Motion adopted unanimously.

7.0 New Business

Frank 7.1 Additions from Consent Calendar

Stacie: I promised to report on recommendations. They weren’t ready until today, so I have them in-hand. [Passes around handout.] There is a correspondence loop that should be followed. We refer to a Board Manual. I propose a third reading to correct the typo ‘Board manual’ to say ‘Board policy’. The two changes are on the handout. I’ll send the corrected language to Doug.

GP4: 7b. “The Secretary will ensure that: all Board and committee meeting minutes are complete, accurate, and approved by the Board and maintained in a permanent archive; the articles of incorporation, bylaws, and all Board policies are kept current, are provided to all Board members and senior staff, and are maintained at a central location; all Board notices required by statute, regulation and Board resolution are issued to the appropriate parties; the Board policies are manual is updated as required by the Board; and new Directors receive the Board manual policies.”

Stacie moves to accept GP4 as amended.

Julie seconds.

Motion passes unanimously.

Steve: I didn’t respond to one report. Is there a way to have all the reports in one place?

Janie: I emailed it twice and asked Nathan to follow-up with those who didn’t answer.

Dina: He did.

Janie: All the surveys are on the Board website. You can fill them all out at once, but I don’t recommend it.

Stacie: I filled one out but the results didn’t show up.

Janie: Sometimes Survey Monkey doesn’t work. It’s your job to do the survey when the draft agenda comes out. The next due date is November 26.

Stacie: This month two surveys which were not on the agenda; that was non-standard.

Dina: The Board dinner is at, 6:30pm, December 9.

Julie: Sarah and Travis will cook.

8.0 Wrap up

next meeting Dec 5

Facilitator: Stacie

Timekeeper: Steve (Julie as backup)

Meeting eval:

Stacie: We did well early on; the brainstorming was good. Near the end we were less efficient.

Steve: we did well brainstorming without editing.

Julie: Frank did wonderful job facilitating.

Janie: Thanks to Eric for he information on competition.

Stacie: Please make a poster with the Ends to post during Board meetings.

Julie: Sure thing.

Janie: I will respond to David Thompson.

Steve: It’s been one year since Trade Joe’s opened and we’re in good shape because of our staff and management. Thank you.

Adjourn

There being no further business to come before the meeting, it was adjourned at 9:17p.m. by a motion made by Julie, seconded by Desmond, and passed unanimously.

/s/ Julie Cross, Secretary

__________________________________ ______________________

Secretary, Davis Food Cooperative, Inc. Date Approved