DAVIS FOOD COOPERATIVE, INC.

BOARD OF DIRECTORS

MEETING MINUTES


October 1, 2007


Call to Order


The regular monthly meeting was called to order at 7:02pm at the Davis Food Co-op Conference Room, 620 G Street, Davis, California, by Darius Pazirandeh, President.


Roll Call:

Directors Present: Janie Booth, Julie Cross, Debbie Eernisse, Lucas Frerichs, April Kamen, Danyal Kasapligil, Darius Pazirandeh, Doreen Pichotti, Steve Reynolds, Joy Rowe


Directors Absent: Jack Young


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


Guests Present: Jay Erker

.


Roles:

Facilitator: Julie Cross

Time Keeper: Lucas Frerichs

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: Jay – local foods, lots of excitement in fall, not during summer.


Announcements: Doug – 433 new members since beginning of drive. Next 2 weeks will determine if we reach goal: 655. Doreen – Joy and Doreen attended Western Corridor conference, learned a lot. Eric – shopping center has begun remediation at dry cleaning site. Debbie – R&R dinner, served salads at deli & disseminated information. Popcorn for renovation questions, and “Why stickers on produce?” Board linkage notebook for tabling.


Consent Calendar


Presented: Consent Calendar Items

Retained by unanimous consent:


Removed by objection:


The Treasurer’s report was amended to reflect the correct Fiscal Year of 06-07


Motion: To adopt the consent calendar as amended – Janie moved, Steve seconded

Vote: Motion is adopted unanimously.




Agenda Review

7:15 (5 min)


3.1 Motion: Adopt Agenda

Agenda Review


Amend Agenda by

Postponing 6.3 Pachamama Loan to November


Motion: Lucas moved to adopt the agenda as amended

Joy seconded

Motion carried unanimously



Reports


Presented: General Manager's Report


GM – B11 just there for information, not required. B2, reported noncompliance, but improvement on getting evaluations done on time.

Questions: Julie – B11 important that directors talk the talk about the renovation; this report was good for answering questions. Good to get in Board Packet.

Janie – B11 monitoring, presented how often and in what way? Renovation progress report as opposed to progress report; important distinction. Will go back to.

Darius – GM reports are part of how we evaluate Eric. Important to distinguish between types of reports, monitoring tools. B3, last paragraph (why included?) compares us to Safeway, others. Some to compare us to which are more like us? Eric – yes. But these were regarded by past director to see if we are “abusing” staff, overworking.

Noncompliance: B2i – Eric – great job, much improvement, will probably always need to report noncompliance due to not being 100%. Lucas – great improvement, but don’t lower the standard. Same people are consistently late. Doreen – Change due date? Eric – Not wise. People want eval. in timely manner. Kenna – Late evals. discourage employees. Special circumstances prevent that. Saying 85% is okay condones lax reporting. Paula – Another layer of evaluation. Clerk 2s, 3s, assistant managers, make more comment so onus isn’t as much on the managers; expand current sharing of evaluation. Darius – Cost: Boundary policy means evaluation is high priority. Compare policies A & I, allow no discrimination and no late evals. Not unreasonable to put a “realistic” % on the goal. Need our policies to reflect reality, noncompliance each time shows unreality. See more as numbers are collected over time? Doreen – Or allow for a formal extension request?


Motion: Lucas moved to accept GM report as presented

Doreen seconded

Motion carried unanimously


Presented: Darius presented a discussion of B11 reporting


Motion: Darius moved that we add B11 to monthly schedule for monitoring,

Julie seconds.


Discussion: Doreen – Summary report from task force, if on consent agenda means we don’t discuss it. Steve – have it as monitoring report; remodel is most important thing Coop is doing. As director I need to know what’s going on, with regular reports. As things change I’ll have a sense of history of changes with reports. Julie – Eric are you okay being asked to report monthly on B11? Eric – fine, summary and report noncompliance. Janie – People like report, but B11 may not provide info. about remodel. People want a progress report; this is more of an initiation, not a play-by-play. Darius – Board should look at planning, future, this is micro-managing; running renovation is Eric’s. These reports give us talking points for members. Julie – B11 sucks. GM is sending out weekly reports; perhaps what we really want is a status report. Darius – why does Board need to know construction details? Doreen – we can pull what we need. Doug – Board doesn’t need to know ALL the details. Not appropriate for directors to need to need to know those details. Debbie – Timeline with boxes to check off? Janie – happy to report to relieve Eric. Unclear policy makes it hard to report in a useful way. Julie – No matter what policies say, members want you to know. Figure out what you need to know. Kenna – Policy is so nonspecific as to make it hard to report what’s helpful. Steve – Report on deviations and an overview of progress, not detail. Julie – table conversation, send back to B11 committee. Eric will send progress reports and Janie will send what we need to know.


Darius withdraws motion to add B11 to monthly schedule for monitoring,


Motion: Darius moves next month Eric report in Nov major deviations from budget plan, timeline

Julie seconds


Motion: Julie moves we table until Nov, Ask committee to bring new proposal.

Lucas seconds

Motion passes unanimously .



Unfinished Business


Presented: Kenna presented the loan options from Union Bank, First Northern Bank, and Community Business Bank.


Julie – we approved Union Bank loan and it will go through unless objections are raised. Kenna - NCB proposal received today and handed out. Could not do direct comparison as the terms did not match. Eric – Recommend Union Bank proposal, details in e-mail earlier today. Darius – Hands of those who would like not to go with Union Bank? Some hands raised. Doreen – Talking points paper to talk to members about accepting the loan? Julie – Union Bank was one of many to be fined for not paying attention. Kenna – He prepared talking points for self. All interested in lowering interest we need to pay. Pay off in 15 years, $3 million in interest. Union Bank is best deal. Local bank is for profit and $200,000 more. Pachamama can’t get loans, but we would have more money to offer them. Union Bank has outstanding community reinvestment record. Steve – We pay more for local produce & meat. FNB is for profit but they are local, well run, stable. Eric – UB has diverse gender and racial group working with us, most professional. Thorough and complete presentations. FNB took several tries to get reply. Pay off equipment loan (7 years), then bank with whomever. Janie – No assurance FNB won’t be sold. Steve – Not groomed for sale. Janie – Does FNB invest only locally? Loan only here? Employ only here? What is local about FNB? Lucas – Apple Hill just shows how important local is to real people. Darius: $14,000/ year for loan. The amount is small over time, is huge in one chunk. 7% total difference in price. UB’s lower price is to try to undercut other banks. If we go with UB, bring Davis into reinvestment? Kenna – Sacramento is a big part of their reinvestment. Darius – If we save the $200,000 then we need to commit the money to invest locally. Julie – We pay Kenna & Eric to recommend the bank. I don’t want to put our staff in the position of working with a bank who had to be asked repeatedly to make us an offer. Promise to invest is great. Danyal – Agreed. Fiscal responsibility to members. FNB would help us if they really wanted our business. Commit $7,000 due to unforeseen circumstances. Julie – no motion, already approved loan.


Motion: Darius moved that we direct Eric to come back in Nov with a public commitment to reinvest a % of the savings and to go with UB.

Lucas seconds.

In Favor: Janie, Julie, Debbie, Lucas, Danyal, Darius, Doreen, Joy

Opposed:

Abstain: Steve

Motion carries


Recess at 8:33p.m.; reconvene at 8:50p.m

Danyal left at break and so April is now voting


Presented: Steve presented the Alternative Financing Task Force charter

Steve will speak on Jack’s behalf. Possibly increase member investment requirement. Raise money to Coop at low cost. Julie – What’s the $3000 for? Eric – Legal fees. Julie – Is summer 2007 a realistic goal? Darius – If not, they’ll report back. No authority beyond spending up to $3000 without board review. Doreen – Make sure member survey isn’t done with $3000. Julie – References bylaws. In all other cases specified what money is to be spent on. Steve – If we do survey, should be coordinated with others. Legal fees, maybe a consultant. Darius – Just say don’t do a survey without talking to Member Linkage. Lucas – Limit to only legal fees makes this easy. Darius – Called question, agreed to by unanimous consent.


Motion: Steve moved that the Alternative financing task force be chartered to spend up to $3000, no survey without communicating with Member Linkage TF, report in Dec., led by Jack.

Lucas seconded

Motion carried unanimously


New Business


Presented: Darius presented a discussion of setting the Annual Meeting date.


Motion:Darius moved that we approve the 6.1 Election Calendar for spring 2008 as presented, review in December.

Debbie seconded

Julie – Approve it now, amend later if needed. Debbie – Likes having Annual Meeting before the election.

Motion carried unanimously


Presented: Hire Accountant for Review


Eric - Cost up $2000 from last year. Steve – get bids? Darius – last year comprehensive bids, audit every 5 years. This encompassed this as well. Less cost here because they did our audit.


Motion: Darius, moved that the General Manager is instructed and authorized to engage Gilbert and Associates to conduct a review of the 2006-2007 fiscal year.

Debbie seconded

Motion carried unanimously


Presented: Darius presented a proposed meeting evaluation process


Darius – Frustrated at end of meeting. Pick one person to evaluate process in e-mail next day. Tie evaluation to our governance process. Use evaluation to actually make changes. Doug – Still Board’s collective responsibility, but it’s a bad time. Specify a standard of compliance. Julie – used by Board President how? Darius – Use for end of the year report. Julie – Add “6. The agenda was realistic.” Janie – Make grammatical changes. Joy – Use a scale. Darius – Use it to identify things in need of constructive changes and policy changes. Doreen – Evaluator is time keeper? Darius – Yes. Debbie – Pick a month to review it? January. Joy – Still values 5 seconds of free time to vocalize.

No motion made. Adopted by acclamation.


Presented: by Lucas, BGM1 Monitoring report

Darius – What is the action plan? Lucas – not monitored for two years. Last year compliant, but not the previous year. Already corrected. No action plan needed. Debbie – Recommendation that we review the policy each year. Steve – stress policy at Board training. Darius – modify it here. BGM1 approved with addition of action plan to address the noncompliance :

no action plan is required given length of time since noncompliance occurred and change of composition of Board.


Motion: Julie moves that we accept BGM1 Monitoring report

Doreen seconds

In Favor: Janie, Julie, Lucas, Doreen, Joy, Steve, April

Opposed: Darius, Debbie

Abstain:

Motion carries


Jack arrives 9:23


Presented: by Darius, Task Force report

Doreen – This is a list, not a report. Return to real reports which incorporate what happened at meeting. Julie – This is real. Please ask for specifics. Doreen – Summary of what happened at meeting. Darius – That was when we had lots of TFs. 25 word summary of what happened would be great. This current method is to show how authority is delegated. Deadline TBD. Julie – Someone else step forward? Joy will. Darius – Be careful to make sure no one feels they have authority when they don’t.

Motion: Lucas moves that we accept the task force report

Julie seconds

Motion passes unanimously


Discussion

Julie reminded the group that this section is experimental. The member linkage TF will have up to 20 minutes to discuss their items. If they don’t use all their time, the next item, in this case Paper Usage, would be up for discussion.


Presented: Debbie presented member linkage stuff.

Debbie – sent out e-mail. Can’t do linkage with 3-4 people. Everyone must participate at some level. Set-up, plan, etc. Staff help brought up cost for the annual meeting last year. Superworker discount = 4 hours per week. Bottom line things need to happen, meeting, being on a TF make those hours. Put it in Board responsibilities – participate in certain things. GP8 is that list.

Joy – Revisions to GP8 – most of these belong under GP2. Create TF to revise, as this is out of Member Linkage TF’s given responsibility. Doreen – Just talking about Member Linkage, 6 hours is too much to ask each Board member to do ML Events. Darius – Appropriate for GP8, also appropriate for ML TF to address this.


Motion Darius moves to accept that there has been a first reading of revisions to GP8.

Steve seconds.

In Favor: Janie, Julie, Doreen, Joy, Steve, Jack, Darius, Debbie

Opposed:

Abstain: Lucas

Motion carries


Next Meeting – November 5

Facilitator: Debbie

Time Keeper: Lucas

Recorder: MDK


There being no further business to come before the meeting, it was adjourned at 9:45p.m. by a motion made by Joy, seconded by Darius, and passed unanimously.


Notice of Closed Session


A special meeting of the Board was called to order by at 9:47 pm. This session were closed to guests pursuant to Board Policy GP6(D), which requires discussions concerning issues of a sensitive nature be held confidentially.


Directors Present: Janie, Julie, Lucas, Doreen, Joy, Steve, April, Darius, Debbie, Jack


Directors Absent: Danyal


The Board met in closed session to discuss confidential personnel matters.


The closed session was adjourned at 10:05 p.m.



/s/ Julie Cross, Secretary


__________________________________ _____November 5, 2007____________

Secretary, Davis Food Cooperative, Inc. Date Approved



Approved October 2007