Food Conspiracy Board Meeting
Approved Minutes of 5/06/15
A regular meeting of the Food Conspiracy Board of Directors was held at the Food Conspiracy
Co-op, Hoff Building, 425 E. 7th St., Tucson, at 6:31 pm on May 6, 2015.
Present: (Name, Position/Affiliation with the Co-op)
Kelley Kriner, General Manager
Torey Ligon, Board Administrator
David Miller, Board Member
Nicolas Siemsen, Board Member
Joyce Liska, Board Member
Fiore Iannacone, Board Member
Guru Das Bock, Board Member
Rob McLane, Board Member
Glenn Furnier, Board Member
Jessica Hersh-Ballering, Board Member
Adam Valdivia, Staff Representative
Natanya Siegel, Owner
Marsha Ma, Owner
Gontran Zepeda, Owner
Loren Mitchel, Owner
Nick Super, Owner and Staff
Jonathan Rapoport, Owner
Ted Warmbrand, Owner
David Anthony, Owner
Janet Markins, Owner and Finance Manager
Shefali Milczarek-Desai was absent.
1. Meeting called to order at 6:36 p.m.
We have a quorum.
2. Review Agenda:
David moved item 6.K off of the consent agenda for discussion.
Glenn moved item 6.A off of the consent agenda so that he could abstain from approving minutes for a
meeting he did not attend.
Joyce moved item 6.B off of the consent agenda for discussion.
3. Owner Time:
An owner shared information about Rural Cooperatives, a USDA publication that targets producers. He said
he was asked to write an article about Food Conspiracy Co-op.
An owner shared that he enjoyed the art show that the Co-op hosted recently in the Hoff Building.
An owner shared that he is really happy to see all the classes that the Co-op is now offering to the
community.
May 2015
Based on a recent article in the newsletter where a Board member asked about how the Board can generate
more owner involvement, an owner came to the meeting to see if he can figure out why owners are not more
involved with the Co-op.
Kelley reminding everyone that the co-op is having a truckload sale the weekend of May 16/17th.
4. Visioning – Market Study:
Board members had already reviewed the market study that Kelley distributed prior to the meeting. The goal
of this discussion was to give Board members a chance to discuss broad questions that arose while reading
the market study (not site specific questions) and to agree on next steps for continuing to discuss expansion
possibilities in light of market study findings.
The Board discussed various issues related to expansion including topics such as cannibalization, engaging
owners, defining the boundaries of downtown, and exploring similarities and differences between this
expansion process and the failed 1988 expansion project.
The Board agreed to have an in-person breakout session following the conference call with Bert Hambleton.
Kelley agreed to send out a doodle poll to schedule the conference call and breakout session. Board members
agreed to a one hour call and a one hour break-out session after the call. Board members agreed that the
management team can be included in the conference call. Kelley will pick a time with the most possible
people available, but the meeting will be scheduled as soon as possible.
5. Board Work:
A. Policy Revision
The goal of this discussion is to agree on final language for several unresolved policies. There will be no vote
tonight. Torey reminded people that Todd’s guideline for settling on policy language is “can I live with this?”
not “is this perfect?”
Policy C.5 –
Nicolas proposed the following language:
“If any director misses 2 consecutive board meetings without due cause communicated to the Board
President, that director will be assumed to have resigned.”
Jessica suggested adding that 4 absences in a year, regardless of reason, would also be interpreted as a
resignation due to the fact that the Board Member would have missed a substantial portion of the meetings
for the year.
Joyce asked for a process to be spelled out for how the resignation is handled. Nicolas suggested that the
process might not have to be included in the policy itself.
Fiore and David asked for an appeal process to be specified in cases where the Board felt that an exception
was warranted.
May 2015
Torey summarized that the policy should also include language specifying how many total meetings a person
can miss in a year (excused or unexcused), a process for implementing the removal of a board member, and
an appeals process to override the policy if circumstances warrant.
Nicolas re-read the policy in total and board members agreed that 2 consecutive unexcused absences or 4
total absences in a calendar year would result in an assumption that the board member had resigned from the
board. Nicolas suggested that the process for implementing the policy be spelled out in a separate board
process and that an overarching appeals process be written into another portion of the policy. Joyce clarified
that the policy should include language directing board members to provide notice to the Board President if a
meeting would be missed.
Nicolas agreed to update language in this policy to reflect this discussion.
Policy C.3 –
Nicolas said that, based on comments received over email, Board Members seemed to feel that the policy
language is ok as it stands because the Board’s agenda planning process has evolved since the last policy
revision retreat.
Policy C.4 –
Nicolas proposed the following language:
“When necessary, the board may enter executive session without prior announcement during a meeting,
when there is a motion, second and majority vote of the board to do so.”
Nobody objected.
Policy C.1 –
There was a question that came up about this policy at the policy revision retreat about what the word “team”
referred to:
Nicolas summarized the follow-up comments that he received about this issue and said that the word “team”
in this policy refers directly to the board. Board members agreed that the language of the policy does not
require further clarification.
Policy B.3 –
There was a discussion at the policy revision retreat about whether the board felt that there should be
language added to this policy regarding ethics and prudence.
There was a discussion about adding language like “as required by law” or just “required” and using
“authorized” and “unauthorized” release of data.
The board discussed these issues and Nicolas said that the Board Organization committee will take this
discussion and incorporate it into draft language that will be presented at a future board meeting.
Nicolas asked if there was more discussion necessary on the issue of incorporating “ethics” into this policy.
Nicolas said that most comments he has received suggested that additional ethics language was not really
necessary for this policy on asset protection and relevant ethics issues are covered in other policies. Everyone
agreed.
May 2015
Nicolas said he will bring more policies to the June meeting for discussion with a goal of getting through the
remaining issues so that the new policies can be voted on.
6. Consent Agenda
A.
B.
C.
D.
E.
F.
G.
H.
I.
J.
K.
L.
Approval of April Minutes
Approval of New Committee Charters
Policy Monitoring Report: L
Policy Monitoring Report: L3
Policy Monitoring Report: L6
Policy Monitoring Report: L7
General Manager’s Report
February Financial Report
March Financial Report
Finance/GM Review Committee Minutes
Proposed Monitoring Schedule
Setting a Process for General Manager Compensation
David motioned to approve the consent agenda without items A, B or K. Nicolas seconded.
VOTE. 8-0.
Motion Passes.
7. Items from the Consent Agenda
6.A – Approval of April Minutes
Nicolas motioned to approve the April Minutes. Joyce seconded.
VOTE.7-0-1, with Glenn abstaining.
Motion Passes.
6.B – Approval of New Committee Charters
Joyce suggested that all three committee charters be changed so that if a committee chair does not volunteer
for the position, rather than having the Board President appoint the committee chair, the committee will
select a chair.
Kelley pointed out the term “Board of Trustees” should be replaced with “Board of Directors” in the Finance
Committee Charter.
There was a discussion about whether the language specifying that every committee have a chair and two
members be amended in case the Board ever has less than 9 members. Board members agreed to leave the
language as is and revisit the charters if there is a future time when there are not enough board members to
have three members on each committee.
May 2015
Torey read the committee memberships, as they currently stand:
Finance/GM Review Committee
David, chair
Guru Das
Fiore
Board Organization Committee
Nicolas
Jessica
Glenn
(no chair selected at this time)
Board Perpetuation Committee
Shefali
Rob
Joyce
(no chair selected at this time)
Nicolas motioned to approve the Committee Charters as amended during this discussion. David seconded.
VOTE. 8-0.
Motion Passes.
6.A – Approval of Proposed Monitoring Schedule
David suggested that the ENDS Report be submitted in November so that the GM Review Committee can
incorporate it into the annual GM Review.
Kelley said that she is willing to try. She asked that the B2 report be switched to December so that she only
has the ENDS and B1 – Financial Conditions due in November. Board members agreed to this switch.
David motioned to approve the Policy Monitoring Schedule as amended. Guru Das seconded.
VOTE. 8-0.
Motion Passes.
8. Next Meeting Agenda Planning:
For June agenda:
 GM Review Process – Board members should have completed the pre-discussion questionnaire by
Wednesday, May 20th and sent their responses to Kelley for tabulation as well as completed the private
reflections.

Topic for Visioning time: Policy Review Process (this will replace the visioning time in June in the
interest of getting through the remaining policies before the summer break).
Upcoming agenda topics:
May 2015

Reading Financial Documents 101 taught by David – August meeting
Future agenda topics:
 Member engagement
 Working on policy to support local farms and producers
 Discussion of values around living wages and whether the co-op wants to take a position on wages
paid to employees of supplier firms.
 Continuation of discussion on what the Ends Statement means and how it is reported on – Kelley
suggested an outside-the-board-meeting meeting to discuss ends interpretations.
 Review annual training opportunities for Co-op Board Members
 Resolve issue surrounding board terms
Next Meeting/Calendar
Upcoming Events:
Next Board Meeting – June 3rd
9. Meeting Evaluation
Needs Improvement:
An owner asked that discussion topics be summarized prior to discussion so that owners present can
understand the discussion that follows.
Worked Well:
The meeting ended on time.
10. Adjournment of regular meeting
David motioned to adjourn the regular meeting. Guru Das seconded.
VOTE: 8-0
Motion Passes.
Meeting adjourned at 8:27 pm.
The board held an executive session at the conclusion of the regular board meeting.
May 2015