DAVIS FOOD COOPERATIVE, INC.
BOARD OF DIRECTORS
MEETING MINUTES
October 3, 2011
Call to Order
The regular monthly meeting was called to order at 7:04 pm 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, Desmond Jolly, Sarah Palmer, Ben Pearl, Steve Reynolds, Frank Fox, Dina Biscotti, Sam Citron
Directors Absent: Stacie Hartung-Frerichs, Travis Breckon
Staff Present: Doug Walter, Eric Stromberg
Guests Present: Jon Li, Michael Garabedián
Roles:
Facilitator: Ben
Time Keeper: Julie
Notetaker: Mandy Dawn Kuntz
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:
Jon Li [showed his Karma Patrol Shirt from the Whole Earth Festival years ago. He made copies of the table of contents of the book Mindful Economics for the Board: The book is a resource for helping to create a global coop economy.
Dina: Trading tattoos for comments at the Co-op’s Eat Local Fair worked well. The main themes were that some people feel that the coop is too expensive, that people love the Coop, and the importance of education in bringing in shoppers.
Desmond: The International House’s International Fair was amazing. Very well attended. International people came with families and shared their cultures. Janie, I’d love to see our annual meeting that well attended. Jon, they put 6 months into promoting that.
Ben arrives 7:14 pm.
Comments provided by Dina:
All the hippies I know don’t go to the Co-op anymore because the prices are too high.
With renovation, cheapest pasta went away, consultants necessary, even bulk too high
Bulk chocolate chips more expensive than an expensive grocery store in Manhattan.
$7 Berkeley Bowl = $11 Co-op
When I lived in co-ops, shopped at Co-op – companion shopping to grow own co-ops, feel guilty shopping anywhere else
Sell cosmetically challenged tomatoes – still organic, the hippies don’t care – would buy.
There isn’t enough space.
A competitor for the hippies – grocery outlet has organic
Get nutritional yeast here – things can’t get elsewhere
My mother-in-law adores the Co-op. She gets her lunch here.
Love shopping here. Expensive, want more local stuff, produce from neighboring regions.
Real people at the Co-op – not role players. Acting is fine, but keep it in the theater.
Dina Biscotti, your director, Rocks. You also have a great location and I’d never miss this tasting fair.
Ha Dina!! Just met you. So lovely! Hey the Co-op Rocks. It’s the one place we go in the morning for the best coffee and food. Love you guys. Keep up the good work. P.S. More dog bowls outside would be nice to see.
I love the Co-op! It’s the only place in town where I can get everything I need. Thanks!
Former member-owner, now lives in Benecia: Couldn’t go without it. Prices hard because low income. Mostly got basic things. Liked fancy, exotic things couldn’t afford. Wish something like a co-op where I live now.
I’m a lifelong member, but I’m frugal. I’m embarrassed to say I shop at much more evil stores.
I love the natural cosmetics you are carrying now – great products!
I think that the Co-op is awesome!
From an international cheese expert: You do very well in cheese with a very good range. Not full gourmet, but not all brand cheese either. Great diversity, and a really strong selection of local stuff, which is important. And not too expensive.
I wish you guys had Naked drinks.
Do you guys still send out the coupon books with products from other co-ops too?
I love the spontaneous outbreaks of dancing.
Just moved here from VA and I’m blown away by this scene. Y’all don’t know how good you have it. I’ll buy my membership after my next paycheck. No complaints (yet?).
I fell in love with it. Last year I never shopped here, but this year I started reading the ingredients, after travelling and learning about farms and permaculture . . . really learning about a co=op and what all that meant & going to the new member orientation. I am pretty much only shopping here now.
I love the Food Co-op, it’s the only place I shop. I just started taking classes there, and I like ‘em.
It would be nice if all those Target-like stores started labeling their foods
Coop is fine.
I like the dry goods . . . sprouting and making hummus.
I get tired of people who are critical of the Co-op . . . it’s annoying.
Sale prices are like what the regular prices used to be on a lot of items. I can’t get lime-mate air freshener & other products that I used to get like Woodstock Acres corn. I miss Julie’s product trials . . . getting groups together to try things out.
They sell me a lot of good beer
I love the Q&A section of the newsletter
I love the Co-op! The Co-op is the best! I’ve been coming here since 1969!
I would really love it if you could get the machines to not print receipts. I never want one and it seems like such a waste of that new paper!
Would prefer for the sandwiches to be made with organic ingredients. Was a little disappointed that everything in the deli is not organic. Would pay more for the option of organic deli/sandwich options. It’s a great Co-op—really love it.
Great place to buy local produce at cheap prices
I love the Vine—the Q&A is my favorite—it’s very entertaining to me. If find the entire Vine very good, very entertaining, keep it going.
Very good! Like it!
An employee appreciation dinner could be really good. We just received the across the board raises, but bonuses have been cut and a lot of people are unhappy. A lot of bad communication with employees
My housemates and I love the Co-op! It such a unique atmosphere and market. We love the in-house-made recipes that are unique and healthy. Keep up the great work!
Streamline the special order process—self-service kiosk with forms, catalog, etc.
Would like to know that sushi is discounted last ½ hour before the store closes—wasn’t aware of that until recently
Should have a staff info booth where you can become a member right then and there. All special ordering could be done at that desk. Information about task forces and meetings could be there, sign-ups for cooking classes, RSVPs for events, a place to go if one’s discount isn’t applied. Something like that immediately differentiates the store and sets the tone
Can you change the angle of the sneeze-guard glass on the salad bar? The glare makes it hard to see the items
I like that you carry Friendship Farmers’ cheese. It’s an east coast brand and I never saw it anywhere else on the West Coast. I’m from New York and it’s really good on bagels—a lighter alternative to cream cheese.
I would like replaceable canisters for carbonation/soda machines. They sell them at the Nugget.
Review Ground Rules: read by Mandy Dawn Kuntz
Announcements:
Julie: We have a sign for a type 86 liquor license – small tastes of beer or wine – one at a time, but not both at once.
Steve: In Oregon they do both at once.
Ben: Solar Community Housing Assn. will be having a house warming on October 15th for new the Housing Coop at 3rd & J.
Q&A:
Ben: At the Board retreat we discussed creating a space for questions with the General Manager.
Julie: Please talk about Westlake.
Eric: Westlake is no longer an IGA. They’ve lost collective purchasing prices. They are not paying rent. They’re sinking fast.
Desmond: Who benefits from their demise? Their patrons may not come here.
Julie: They had so few patrons.
Sam: Is the thinking that it’s not a viable location?
Eric: Yes, 4 different site consultants have told us that.
Janie: It’s not too far east for people who went to IGA to go to Trader Joe’s.
Doug: When the Safeway was allowed to be 40,000 feet, it ended viability for that site. [Referring to Dina’s list of member comments.] Regarding, comment 44 – Member Services Desk – a number of Coops do that, but what do you give up to make it happen? It doesn’t have to be staffed every minute, but there are always trade-offs. It will not pay for itself.
Eric: I looked at a budget with that, it’s not beneficial.
Doug: The desk can sell tickets, take special orders, and answer membership questions. This time of year lines develop at cashiers.
Desmond: Can we train volunteers to work at a member services table?
Doug: We’d need to have staff to take Membership payments. When I was a Superworker, I did that in 1985 – you can do it, but the expectations may have risen since then.
Dina: What if they can just sign up for cooking classes or ask questions? What if it’s not full-service?
Eric: If you have the service, it will be expected to be available at all times.
Desmond: Superworkers cost a discount…
Julie: …and insurance.
Sam: Is there a need? In the commercial world it would be a customer service desk. Interesting question. Are we operating at a competitive disadvantage? People think our customer service is good.
Eric: Elron Mings was a person charged with murder this week; he’s a former employee of Coop. On Facebook he is still identified as employee. But he hasn’t been employed at the Coop for 2-3 months.
Steve: Our competitors don’t have a customer service desk, but it’s good to discuss as outreach.
Eric: Payroll is 70% of our operating expense.
Sarah: A superworker might have to say, “I don’t know” too often.
Sam: How are the questions answered? How is it now being done? Would it be cost-effective?
Agenda Review
Amend agenda by:
Julie: We need to pull 3.4 GP8 2nd Reading.
Julie moves to adopt agenda as amended
Dina seconds
Motion carries unanimously
3.1 B2 - Treatment of Staff
Eric: The survey was done in 2011 (not in 2010; that was a typo); it was a self-selecting survey with a good return rate. Read it. We have improved with evaluations and compliance. When you’ve read it, I’ll answer questions. Bija and Melanie administered the survey after a small group training for all employees. The respondents were anonymous, non-managing staff at the end of a training session. I wish the respondents were random, not self-selecting.
Sam: Are we more than a basic Survey Monkey subscriber?
Julie: Yes.
Janie: In regards to Stacie’s emailed question, do people want a pie chart with each of the buckets of compensation? I don’t.
Eric: You add on 50% extra for benefits
Desmond: If you have a pie chart, directors can have a better picture of compensation.
Julie: I wouldn’t ask anyone to spend his/her time that way, but I wouldn’t vote against it.
Eric: ¼ of staff at any time are working their 1st or 2nd job of their life. Their perspective is thus affected. We’re setting them up to be good employees.
Julie: Stacie can do a first reading, or we can read the policy and make a recommendation then.
Sam: Is there anything in the survey you red-flagged?
Eric: Nothing alarmed me. You see more “disagrees” than you’d like. I was very pleased they said they had good relationships with customers; they understood what was expected of them; they had good relationships with supervisors.
Desmond: There were 54 terminations?
Eric: “Terminations” means separations – we could break it out as voluntary and involuntary. Nugget only publishes their voluntary terminations; we have about the same percent.
Dina: Is there a way for employees to give anonymous qualitative feedback?
Eric: Not formally. We asked employees if they wanted this, but they were not particularly interested.
Dina: Do we have an exit interview?
Eric: Not for a few years; most are college students. It might be useful, but it didn’t tell us news.
Sam: Is it your practice to do a survey yearly?
Eric: No, once in 4 years; there will be fewer questions next time.
Sam: To have comparable data?
Eric: Yes, we will do it again, but I want a random, not self-selecting survey.
Julie: The surveys are a way to get data, but they are not mandated by the policy.
Steve Moves to accept report
Ben Seconds
Motion Carries Unanimously
3.2 B3 - Compensation & Benefits
Eric: We pay compensation in line with the region and more than basic benefits.
Desmond: How have health care premiums risen?
Eric: Around 10%. What we’ve done to manage that is to keep the plan rich, but we’ve tweaked it by choosing a higher co-pay.
Desmond: It’s close to $½ million per year.
Eric: We’re about a $5 million per year payroll. We’re one of the top 10 employers in the city of Davis.
Janie: Do other groceries pay 100% health care?
Eric: Nugget does. UCB say half of independent groceries pay health care. UFCW asks employee to pay part of the cost. They have a 2-tier contract; newer hires have less pay, protection, and fewer benefits. It’s adversarial. My personal goal is to keep the relationship between management and staff cordial. Our ongoing goal is to pay at least $1 above min wage. It’s difficult.
Steve: I didn’t know conventional grocers had such an advantage. Does anyone know what the sales per labor hours are for the Sacramento Natural Food Coop?
Eric: They share they wage tier structure, but not specifics.
Julie: They are a union store
Eric: NCGA would give me a measure of staff productivity (cost per labor hours). We have a large number of local suppliers. Walk into a Savemart and fewer employees are on the floor working.
Steve: Even without a booth, it’s not hard to find answers at the Coop.
Eric: We have so many specialty products that we need to be able to answer questions.
Ben moves to accept report
Steve Seconds
Motion Carries Unanimously
3.3 Ballpark figures on patronage refund (B4)
Eric: It doesn’t look promising. We budgeted for an operating loss and depreciation, and that’s our reality for the next few years.
Steve: What was our largest refund?
Eric: 4% of sales: $35,000.
Desmond: We don’t have the profits for refunds, but if this continues for years, part of our competitive advantage may be diminished in principle. People will say, “What’s the advantage?”
Ben: The net income isn’t significant enough to parse? What if we invest the money? We could make donations; it would be a symbolic way for community to see the greater good being served.
Steve: What are other coops doing? I have an emotional investment in the refunds, but where do we get the most bang for the buck?
Eric: Therese will work with Kenna and me on depreciation and long-term planning.
Steve: You have to account for depreciation, but it’s imaginary…
Eric: …and it’s limiting.
Janie: We’ve talked about this a few times. If we keep doing this, we are not moving forward. I respect everyone’s right to speak, but we get caught up in things. I’m becoming hesitant to put things on the agenda, as we’re discussing things over and over. Even though they are great comments.
Sam: In the long-term if it remains too de minimis, can our point of sale system deduct the amount from a member’s purchase? Or could we throw a customer appreciation party?
Julie: I’d like to echo Janie. If we want to spend an hour on Member Education, we have to think about other ways to have these conversations.
Dina: Does this carry forward to next year?
Eric: No. We pay taxes and we keep rest. But massive depreciation wipes out tax cost.
3.5 GP Global Governance Commitment
Dina: It’s notable that four directors didn’t reply to the survey. I’m concerned that the wording is ambiguous (just as last year). Is it possible for a global policy to be more specific?
Janie: I think we can strike this policy; it’s already captured in the Ends. It just provides background info.
Julie: It was written as an echo of policy governance. It doesn’t seem necessary now. This survey should be easy to answer: we’re either doing these things or we’re not.
Desmond: The policy’s intent is worthwhile, but it’s poorly written. It needs greater specificity; it needs to identify an outcome. As it stands, it’s not worthwhile.
Sam moves to accept report
Julie Seconds
Motion Carries Unanimously
3.6 BGM1 - Unity of Control
Dina: I’d like the General Manager’s impression.
Julie: Do we want to ask the General Manager? Is there a safe conversation way?
Eric: No problem.
Janie: If we think we need General Manager input, we should email and ask him.
Ben: Imagining this safe space – what is the safe out?
Janie : Would you give me your input, and may I share it with the Board?
Dina: That makes sense. Eric, would you feel comfortable, chiming in?
Eric: If invited.
Julie: The one time this was an issue, we talked about it. Someone will say, “It’s an issue.”
Eric: I feel safe. There have been past presidents where I have not felt safe, the prospect of retaliation was a real threat.
Ben Moves to accept report
Sam Seconds
Motion Carries Unanimously
3.7 GP1 - Governance Style
Sam: Regarding the survey, I was bothered by first question. It was complex. It had 7 parts all answered by “how are we doing.” It’s too much to pack into one question. I asked Nathan to revise this. As a result, there’s not much is in the report. In the process, Dina discovered a flaw in the tabulation. Some months back, Nathan changed from tabulating “Don’t Know” out to counting it as a zero. This made me think the responses were substantially worse. That was another flaw. I’d like to return next month with a survey.
Julie: If you construct a survey with 42 questions, people won’t answer.
Sam: We should be consistent; Janie will email Nathan to change how he counts DKs.
Dina: I’m glad it’ll be broken out.
3.8 Update on Ends benchmarking process
Janie: At the last meeting, we said that we need to keep discussion going. I researched what comprises Ends monitoring. How do people feel about benchmarking and Eric’s metrics and past reports on benchmarking? The worst thing would be to get to the Ends report and be dissatisfied.
Eric: It’s hard to create benchmarks without writing the Ends.
Janie: Is there a process that would make it easier for you? So the Board helps you and is heard?
Desmond: It has to be an iterative process. We write a policy; Eric comes back with a benchmark; we reexamine the End, and establish a process over 3-4 years.
Janie: That’s what David Ball says. I don’t know if we have time to do that.
Dina: Having a conversation about how you interpret and benchmark these is important.
Janie: When and how?
Dina: In November? During the hour-long education part of the meeting?
Janie: Member Education is not us telling Eric what we want.
Dina: I thought it was anything we want to plan.
Janie: 1. We don’t figure it out, Eric reports in March and we accept or not and give feedback. 2. We figure something out before then and give that to Eric. This is not my vision of education.
Julie: I am comfortable with Eric setting benchmarks and giving him feedback. I don’t want to see and accept in one meeting. I want time to make changes.
Steve: I like what you said Desmond, iterative. We hear the report, discuss, accept, and then discuss benchmarks afterward. It gives Eric some guidance and each year we get a better interpretation.
Janie: We have new ends this year. It should be smoother going forward. If we don’t discuss this more, and it comes to March, no one is allowed to object to what Eric comes up with.
Eric: I appreciate the iterative process. This timeline works well so I can sell turkeys now, and work on Ends in January & February. I will work with Michael.
Janie: He gave you feedback?
Eric: The committee has the feedback document.
Ben: The Ends have changed and the Board’s perspective on benchmarks has changed. I agree with Janie; review it in January.
Eric: I’ll email what I sent Janie to everyone so you can all see what I’m thinking.
Janie: Unless someone brings it up, we won’t discuss it.
Jon: Every 2-3 years your ends should evolve as you’re closer to them.
3.9 GP6 - 2nd Reading
Sam: When I read the disclosure form, it covered transactions, but it didn’t ask about indirect conflicts or affiliations. Unless we had an involvement with an organization the Coop was considering doing business with we didn’t have to say anything. I felt that wasn’t at a basic (or policy) standard of disclosure. I revised the disclosure form and made corrections. I decided to look at the policy and have proposed new language.
Julie: I will not sign something waiving my right to participate in final deliberation.
Sam: Would you propose alternate wording?
Julie: You told me I couldn’t because I’m not a lawyer.
Sam: I don’t recall saying that and I would appreciate your help.
Julie: Our speaker this past weekend had a good conflict of interest form on his site.
Sam: It was less comprehensive than our original one.
Dina: I am glad we have one.
Ben: I think the overall narrative and presentation is good.
Janie: Maybe we’ll have the gold standard and others will want our forms.
4.1 Set date of Annual Meeting
Janie: Sunday May 13 was suggested by Doug. Let’s think about it.
Julie: We need to set the official date by January.
Doug: A lot of marketing is set with the fiscal calendar. May 13th is Mother’s Day? We should try for May 20th.
4.2 Strategic planning retreat recap
Dina: Thank you everyone who came. Doug videotaped it for Steve and Stacie. We now have the valuable concept of “safe conversations” to use. Thanks to Janie, Julie and Ben.
Charter new task forces
Julie moves to charter the Education Task Force as written with Desmond serving as the lead and to charter the Knowledge Pool task force as written with Janie serving as the lead
Ben seconds
Motion passes unanimously
[Dina and Ben have agreed to serve on the education task force]
Julie: If you were a note taker at the retreat, and have not sent your notes, send them to me.
Break 8:34pm-8:46pm
5.1 Sept/Oct linkage events discussion
Dina: In September we had the Eat Local Fair. We have 2 events in October.
Janie: Stacie sent out an Evite.
Dina: I didn’t get it.
Julie: I’ll send it out again. The Haunted House is less linkage, more fun.
Dina: Oct 30, 6-8pm is the next linkage event.
Ben: It’s been great to get out and talk to people. Eat Local was especially great.
Janie: Art Sherwood is skeptical of member linkage, because it reaches only a small portion of members.
Julie: In talking to him more at the training, I thought he meant that you shouldn’t have your own cocktail parties.
Dina: I think it’s helpful to have conversations with Member-Owners. It’s good to have dialogue and to convey the Ends. We’re moving to more constructive dialogue.
Ben: Member linkage is twofold: we do this at Farmer’s Market, and we’re visible leaders; policy governance is abstract, but being there for people to interface with is important.
Consent Calendar
Presented: Consent Calendar Items
6.2 Accept September Minutes
6.3 Monitoring Chart
6.4 Task Force Report compilation
6.5 Board calendar
6.6 BGM4 - 3rd Reading
6.7 Board Member representing the Co-op Report
Julie: If you vote to adopt the calendar, you’re amending BGM 4.
Janie: BGM 4 still has strikeouts; we approve what’s stricken, not the formatting. Please provide a clean copy.
Retained by unanimous consent:
6.2 Accept September Minutes
6.3 Monitoring Chart
6.4 Task Force Report compilation
6.5 Board calendar
6.6 BGM4 - 3rd Reading
6.7 Board Member representing the Co-op Report
Removed by objection: Nothing
Motion: Julie moves to adopt the consent calendar
Sarah seconds
Vote: Motion is adopted unanimously.
Doug: I will type a clean copy. Or ask Nathan.
7.2 Staff evaluations with reference to Duty of Care
Julie: Babak thinks the board should be more involved with the evaluation of senior staff. He thinks we should also see a summary of the evaluation of senior managers. This raises some issues of confidentiality.
Janie: Is this serious enough to spend time and money on?
Julie: Yes, we pay an attorney; we should pay attention to his advice.
Desmond: We could be guilty of malfeasance or negligence.
Steve: How much can the board delegate? Babak says we should be more hands-on with the level of management below Eric. How do we do that?
Julie: We could ask the General Manager to work with our two lawyers to figure it out? We’d adopt policy?
Sam: Steve could take the lead role.
Steve: Let’s get a proposal from an attorney current on employment law. They could come up with an elegant solution.
Desmond: Steve and Eric could work with attorneys.
Steve: I could work with Eric, be in the loop. Then have the board review it.
Desmond: We can’t outsource the board’s ultimate responsibility.
Steve: We discharge our duty with task forces, but we have Mike doing human resources.
Julie: Can we put this on the December agenda?
Ben: Eric works with the specialists. Steve informally works with Eric. Eric brings a report to the December meeting.
Desmond: It looks better at Babak’s end to have the board involved.
Sam: Is there a way to not reinvent the wheel? The language makes it sound like the Board delegates to General Manager. The Board is not responsible. Do other coops have BGM under policy governance vetted by a lawyer; is Babak experienced with policy governance?
Steve: I can check with other coops. We cover our entity by proving we did not delegate all our duties.
Meeting Evaluation
What Went Well?
Ben: Sorry for being late. Thanks Janie for cracking the whip, keeping the meeting going.
Janie: Art Sherwood said we need to get through the meeting. They have sales growth.
Julie: Thanks to Jon and Michael
Desmond: Kudos to Ben facilitating.
Ben: I’ve facilitated 40 person Whole Earth Festival staff meetings; this is easy!
Upgrades
Next Meeting – Nov 7
Facilitator: Frank
Time Keeper: Janie
Recorder:
There being no further business to come before the meeting, it was adjourned at 9:06 p.m. by a motion made by Julie, seconded by Sarah, and passed unanimously.
/s/ Julie Cross, Secretary
__________________________________ ______________________
Secretary, Davis Food Cooperative, Inc. Date Approved