Minutes of the Springfield Food Co-op Board of Directors
Thursday, July 31, 2014
Board Members Present: Brooke Decker, Aram Polster, Jane Sandelman, Cherie Harris,
Steve Greene
Ex-Officio: Neomi Lauritsen (General Manager)
Member Audience: Seth Lauritsen
Call to Order: 6:02 PM
Annual Meeting Debrief:
Positives – It was agreed that there were many positive aspects of the Annual
Meeting. We had a quorum (good turnout), there was a lot of member
engagement, great food, a great raffle, and fabulous music.
Suggested Changes: Find a new location, adjust the time of year/day that the
meeting is held (June is a busy month and or Wednesday evenings may not work
for the majority), have the meeting catered (with free food instead of potluck),
add an attraction such as a keynote speaker, be sure to promote the raffle and
other aspects of the meeting, combine it with another event, WEATHER!
Minutes of 5/29/14: Jane made a motion, seconded by Cherie to accept the minutes as
presented. The motion passed unanimously with one abstention.
Officer Elections – Cherie made a motion, seconded by Brooke to nominate Brooke as
President, Jane as Vice President, Aram as Secretary and Steve as Treasurer. The motion
passed unanimously.
GM Monitoring:
B1: – Financial Condition and Activities:
Neomi was pleased to mention that among the members of the NCGA there are 51 Coops. The Springfield Food Co-op currently place 9th in growth for the Eastern Corridor.
With respect to the actual, ongoing financial conditions and activities, the General
Manager shall not cause or allow the development of fiscal jeopardy or material
deviation of actual expenditures from board priorities established in Ends policies.
The GM will not:
1. Allow sales to decline or be stagnant. The GM reports compliance with Sales
Growth of 14.4% over the same quarter of the previous year. To demonstrate
compliance Sales Growth must be greater than 3%.
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Minutes of the Springfield Food Co-op Board of Directors
Thursday, July 31, 2014
2. Allow operations to generate an inadequate net income. The GM reports
compliance with Net Income of 3.4%. The CoCoFist benchmark for jeopardy is
0.5%.
3. Allow liquidity, or the ability to meet cash needs in a timely and efficient
fashion, to be insufficient. The GM reports compliance with a Current Ratio of
2.9. The actual Current Ratio must be above 1.25 to demonstrate compliance.
4. Allow solvency, or the relationship of debt to member/owners’ equity to be
insufficient. The GM reports compliance with a Debt to Equity Ratio of 2.74.
To demonstrate compliance debt to equity must be between 0 and 3.0.
5. Incur debt other than trade payables or other reasonable and customary
liabilities incurred in the ordinary course of doing business. The GM reports
compliance as management did not incur any new debt without board approval.
6. Acquire, encumber or dispose of real estate. The GM reports compliance.
7. Allow tax payments or other government-ordered payments or filings to be
overdue or inaccurately filed. The GM reports compliance. All taxes were filed
on time.
8. Allow late payment of contracts, payroll, loans or other financial obligations.
The GM reports compliance. We have 100% current status with all vendors.
9. Use restricted funds for any purpose other than that required by the
restriction. The GM reports compliance. The one restricted account we have is
the Reserve account for our mortgage and it remains in place.
10. Allow financial record keeping systems to be inadequate or out of conformity
with GAAP. The GM reports compliance. We continue to use the Super Report
to track sales, sales growth, labor costs and other key indicators of our financial
health. An external audit was performed in 2012.
11. Operate without an adequate system of financial control. The GM reports
compliance. We operate in accordance with the flow charts approved by the
Board in 2010.
12. Engage in capital expenditure, or sell a capital asset or enter into a lease
exceeding $10,000 in value. Splitting orders to avoid this requirement is not
allowed. The GM reports compliance.
Jane made a motion, seconded by Aram to accept the B1 Report as submitted. The
motion passed unanimously.
B – Global Executive Constraint:
The General Manager shall not cause or allow any practice, activity, decision, or
organizational circumstance that is unlawful, imprudent, or in violation of commonly
accepted business and professional ethics and practices, or in violation of the
Cooperative Principles.
The GM will ensure that all operational functions, carried out by anyone in the organization,
will conform to the expectations set out in this policy and its sub-policies. The GM is not
responsible for governance functions other than advising the board if I am aware of noncompliance with its own policies as called for in B7.
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Minutes of the Springfield Food Co-op Board of Directors
Thursday, July 31, 2014
Data



No Fines assessed during this reporting period
No known illegal activity
Cooperative Principles
Co-op Principle (bold) with
ICA definition
st
1 Principle: Voluntary
and Open Membership
Cooperatives are voluntary
organizations, open to all
persons able to use their
services and willing to
accept the responsibilities
of membership, without
gender, social, racial,
political or religious
discrimination.
2nd Principle: Democratic
Member Control
Cooperatives are
democratic organizations
controlled by their
members, who actively
participate in setting their
policies and making
decisions. Men and women
serving as elected
representatives are
accountable to the
membership. In primary
cooperatives members have
equal voting rights (one
member, one vote) and
cooperatives at other levels
are also organized in a
democratic manner.
3rd Principle: Member
Economic Participation
Members contribute
Operational Definition /
interpretation
Articles of incorporation
and bylaws provide legal
structure consistent with the
cooperative principle. Our
common practice is
consistent with the
cooperative principle.
Data
Our articles of
incorporation and bylaws
call for open and voluntary
membership of a
cooperative.
Membership requirements
are set by the members in
the bylaws.
160 members have joined
and 1 member has
withdrawn during the past
year with no claims other
than these acts being
voluntary.
Bylaws authorize members
An election was held,
to exercise their one
concluding on June 25,
member-one vote rights to
2014 in which the members
elect a Board of Directors
elected representatives to
to represent them, to make
the Board. Each member
bylaw revisions and provide had one vote.
for various other member
The Board has developed a
controls.
comprehensive set of
Elected representatives are policies that include
held accountable by the
expectations about how the
members to further
Board is organized, its
organize themselves, to
relationship with the GM,
provide leadership
the desired results of the
necessary for the
organization, unacceptable
organization to produce the conditions and activities
desired results and avoid
and it maintains a schedule
unacceptable conditions
for monitoring all of these
and activities, and to check policies.
to ensure that those
Board and Management
expectations are met.
account to our members
through the Annual Report
and Annual Meeting.
The board, on behalf of the See the most recent B4members, sets and controls Membership Rights and
the member equity
Responsibilities monitoring
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Minutes of the Springfield Food Co-op Board of Directors
Thursday, July 31, 2014
equitably to, and
democratically control the
capital of their cooperative.
At least part of that capital
is usually the common
property of the cooperative.
Members usually receive
limited compensation, if
any, on capital subscribed
as a condition of
membership. Members
allocate surpluses for any
or all of the following
purposes: developing their
cooperative, possibly by
setting up reserves, part of
which at least would be
invisible; benefiting
members in proportion to
their transactions with the
Cooperative; and
supporting other activities
approved by the
membership.
4th Principle: Autonomy
and Independence
Cooperatives are
autonomous, self-help
organizations controlled by
their members. If they enter
into agreements with other
organizations, including
governments, or raise
capital from external
sources, they do so on terms
that ensure democratic
control by their members
and maintain their
cooperative autonomy.
requirement.
In addition, members may
provide vital capital to the
co-op by loaning money to
the co-op. These loans do
not influence voting rights
of members.
report for data about equity
payments and patronage
refunds.
The Balance Sheet provided
with the most recent B1 –
Financial Conditions
monitoring report shows
that our members have
loaned their co-op
$104,790.79. As noted in
the data for the 2nd
Principle, all members still
have only one vote each.
From Anne Hoyt’s
Our co-op was formed by
Cooperative Grocer article: and is controlled by its
“In the thirty years since
members.
the passage of the 1966
Cooperative Principles,
numerous third world
countries have used
cooperatives as an
intentional part of their
social and economic
development
strategies…Unfortunately,
many of the governments,
especially in centrally
planned economies, were
unable to withdraw from the
cooperatives. Instead,
cooperatives, closely
controlled by government
functionaries, became
inefficient and poorly
managed, a haven for
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Minutes of the Springfield Food Co-op Board of Directors
Thursday, July 31, 2014
5th Principle: Education,
Training and Information
Cooperatives provide
education and training for
their members, elected
representatives, managers
and employees so they can
contribute effectively to the
development of their
cooperatives. They inform
the general public –
particularly young people
and opinion leaders –about
the nature and benefits of
cooperation.
6th Principle: Cooperation
among Cooperatives
Cooperatives serve their
members most effectively
and strengthen the
cooperative movement by
working together through
local, national, regional
and international
structures.
7th Principle: Concern for
Community
Cooperatives work for the
sustainable development of
their communities through
policies approved by their
members.
government bureaucrats.
Independence and
autonomy was often never
realized. The new
principles emphasize that
cooperatives must be free of
intervention from
governments or other
sources, so that the
members are able to control
their own destiny.”
We hope to provide more
regular educational
initiatives so that members,
elected co-op leaders,
managers, employees and
community members are
encouraged to continually
engage their minds. As our
co-op grows these
educational opportunities
will grow.
The Co-op is a visible part
of the larger cooperative
movement; we have
membership in other
cooperatives; the Co-op
contributes money and
leadership to other
cooperatives.
The Ends policies bring to
life our owners’ concern for
community.
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Staff & GM regularly take
part in workshops &
seminars to help them do a
better job at the co-op. The
Ends monitoring report in
May will have data bout
education available to
members throughout the
year.
Our co-op actively
participates as a member of
National Cooperative
Grocers Association.
NCGA helps unify natural
food co-ops in order to
optimize operational and
marketing resources,
strengthen purchasing
power, and ultimately offer
more value to natural food
co-op owners and shoppers
everywhere.
The Ends Monitoring
Report due in May will
demonstrate the many ways
our Co-op has benefited our
community.
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Minutes of the Springfield Food Co-op Board of Directors
Thursday, July 31, 2014
Jane made a motion, seconded by Steve to accept the report as presented. The motion
passed unanimously.
B8 – Board Logistical Support: (Resubmission)
The GM is responsible for providing administrative support to the Board so that
directors can focus on their governance role rather than on all the administrative work
that keeps any good team functioning. Maintaining support will be the responsibility of
the GM even if further delegation occurs.
The GM will not:
1. Provide the Board with insufficient staff administration to support
governance activities and Board communication. The GM reports compliance.
Angela Farrar has served as the meeting secretary throughout this reporting
period.
2. Allow the Board to be without a workable mechanism for official board,
officer or committee communications. The GM reports compliance. The Board
President and Secretary have a user name and password for the secure access area
of the Co-op website. Board meeting minutes, articles, membership notices are
able to be published on the website when written or authorized by the Board
President.
3. Allow Board Members to be without an updated copy of the Policy Register
and the Bylaws. The GM reports compliance. New directors receive a board
notebook containing a copy of the current Policy Register and Bylaws before their
first official Board meeting. All directors will receive a paper copy of any revised
policies in the next meeting following approval of the revision. The most current
Policy Register and Bylaws will be posted on the co-op website.
4. Provide inadequate information and notice to members concerning Board
actions, meetings, activities and events. The GM reports compliance. All
information is readily available to members.
Steve made a motion, seconded by Cherie to accept the report as presented. The motion
passed unanimously.
GM FYI Report:
Taxes were filed in late June. We are now paying estimated tax on a regular schedule.
We currently owe approximately $226,000 to USDA, the Connecticut River loan is
$109,000, the Cooperative Fund of New England loan is for $17,000. Quarter two
budget update – sales are great 12-14% growth.
The Co-op had 12 new members in June. Vegan potlucks and Lyme Fighters meetings
continue to be held in the community room each month.
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Minutes of the Springfield Food Co-op Board of Directors
Thursday, July 31, 2014
Our college and high school students are headed back to school. Will need to replace the
one full time with one or two part time positions.
June sales growth has been 12% over the same time last year.
The Soveren Solar Park is online and we should start seeing credit on our electric bill in
the next few months.
The new website is live! Staff and Board Members were trained on how to post to the
site as necessary.
We have ordered both a 2 door freezer and a 2 door refrigerator to add to the sales floor.
A more efficient bulk herb display has also been added to the sales floor.
Neomi will be heading to the Fall Meeting of the NCGA on September 16th & 17th. The
Neighboring Food Coop Fall meeting is September 27th.
Servant Leadership and Cooperation Article Discussion: Many thoughts were
expressed including barriers to growth, preference that growth happens organically to
sustain it, controlled growth rather than forced is best. Expression of the importance of
the board to work well as a team, was made. Having foresight was highlighted as a
characteristic of good leadership. There is diverse experience among the Board. Looking
ahead to possible problems, we need to remember to be proactive, not reactive. Another
highlighted characteristic of good leadership, is listening. Listening is imperative – be
respectful; if you are listening, you aren’t thinking about what you say next.
We are moving in an exciting direction.
Board Self-Monitoring:
C1: Purpose and Aims
C2: Governing Style
Both policies were reviewed by the Board and they feel they are doing their due
diligence.
Member Engagement Committee Update:
Financial Feasibility / Survey Vote – The cost for the core survey is approximately $2783
and the 3 modifications are $300. Do we want to benchmark to National Database for
$350? Total cost of $3433. The October timeline will still work.
Steve made a motion, seconded by Cherie to authorize the use of up to $4,000 for the
purpose of conducting a marketing survey. The motion passed unanimously.
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Minutes of the Springfield Food Co-op Board of Directors
Thursday, July 31, 2014
Vision Conversation:
Discussion of what the next vision conversation will be: Step 1 and 2 of growth –
building site overview, condo assoc. rules.
Open Session: Fuel Co-op discussion took place; it was agreed that this would be a great
asset to the community. Further discussion will take place as will an ad hoc committee.
Next meeting: The next meeting will be Thursday, August 28th at 6:00 PM in the Co-op
Community Room.
Steve made a motion, seconded by Jane to adjourn the meeting at 7:56 PM.
Respectfully Submitted,
Angela Farrar
Recording Secretary
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