PFC Board of Directors Meeting Minutes – October 21, 2015
Location: St. Andrew’s Church, Division Street
Attendance
Board Members: Gaia Kile (vice-president), Keegan Rodgers, Ann Sprunger (president),
Leah Hagamen (secretary), Matthew Graff (treasurer), Bruce Curtis
Lesley Perkins, General Manager
Lori Crall, Wellness Manager and Customer Service Manager
Bridget O’Brien, Marketing Coordinator
David Hall, Outreach and Education Director
Susan Landauer, Human Resources Director
Christine Laing, Finance Manager
Kristina Weber, Bookkeeper
Patti Smith, Board Administrator, taking minutes
Eve Silberman, Member-Owner
Susan Beckett, Member-Owner
Executive Session – Ann moved to have a short executive session regarding personnel
issues, Gaia seconded and the motion passed 6-0. The session was held with the board
and Lesley.
Call to order – Ann called the meeting to order at 6:42.
Agenda Review – Ann adjusted some of the times on the agenda.
Member Comments — There were no member comments.
Announcements, Info-Sharing, Future Scanning – Lesley announced that under the
board section on the website, there is a communications link. She asked that board
members look at it, give her feedback, and then she will set it up as a way for the board
to communicate with each other. Lesley passed the Member Agreement for the
National Co-Op Grocers’ Association to the board for review. This is something that
must be signed yearly.
Consent Agenda – The minutes from the September meeting were on the consent
agenda. Gaia moved to accept the consent agenda, Leah seconded, and the motion
carried 6-0.
Policies Discussion – G.9 Board-Member Communications was on the agenda because
Bruce had asked to discuss it. He questioned what the archives were. Ann said that she
was looking into the matter. Matthew moved to accept the report, Bruce seconded and
the motion passed 6-0.
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G.11 Member Petitions is still not on the website. The language was changed from 30
days to 45 days to collect signatures and then the GM has 15 days after that to verify
the signatures. Ann asked where we would address invalid petitions. She will work on
the language to this effect. Keegan moved to accept the report with the caveats that
Ann is working on language discussing invalid petitions and in 11.8 the language will
change back to 60 days from 30 days, Keegan seconded, and the motion carried 6-0.
G.12 Governance Process had a lot of comments attached to it. Keegan will bring a draft
of the policy incorporating suggestions and changes to a future meeting. As for the
report, Keegan moved to accept it, Matthew seconded, and the motion carried 6-0.
G.7 Annual Board Cycle was to be changed to “annual agenda cycle” to match the
wording of the policy in G.6. Ann moved to accept the report with the following
language change: from “Annual board cycle” to “Annual Agenda Cycle”. Keegan
seconded, and the motion carried 6-0.
M.4 Monitoring GM Performance has a formal list as part of it. It is in policy order, but
not in date order. It would be helpful to have a list of the policies with the dates, in date
order. Matthew suggested changing the list from policy order to date order. Gaia
thought that we had agreed to take the list out and have it as an addendum at the
bottom of the policy. Gaia moved for Board Administrator to check the notes to see
what changes were made two years ago; if there was a change to move the list to an
addendum, then that will be done but if not, then the list will be listed in date order.
Keegan seconded and the motion carried 6-0.
L.4 Matthew will being a proposal to next month’s meeting regarding this policy. He
passed out an example from another co-op. He also is looking at the CDS template of
similar policies. The new policy takes out the twice assets/liabilities and puts in language
asking for quarterly financial statements.
GM Report & Visioning – Lesley reported that the ballpark cost on the flooring will be
around $20,000. The store will have to be closed, everything will have to be moved out,
wages adjusted, and so on. The lighting proposal was for $18,000. We are still waiting
for an engagement letter from Wegner (CPA firm) and the inventory observer. Matthew
said that those documents should be forwarded to him and he will get the information
submitted quickly. The co-op is now providing cookies wholesale to other companies,
staring with the Wolverine Brewing Company.
L.9 Gifts to the Co-Op – Gaia moved to accept the report, Keegan seconded, and the
motion carried 6-0.
EBITDAR – Per Matt, this information is reviewed annually in March. Gaia said that the
reason this has shown up on the calendar quarterly is because we are not in compliance,
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and the board expressed interest in seeing this information more frequently. Matthew’s
future policy suggestions for L.4 will request this information quarterly.
Finance Committee Report – Matthew thanked Christine for attending the meeting, and
for Kristina for joining the committee. The group will meet the week before each board
meeting. Matthew read over the report from the committee. Bruce asked about the
discrepancy between our financials and ones we got other sources; the terminology
does not match at times, either. Lesley suggested using NCG’s terminology as the
standard. Gaia spoke to Bruce’s question regarding whether we really lost $100,000 this
year. Christine said that this number includes depreciation as reported by Rusty, and
that she is not able to follow his approximations. The EBITDAR numbers are the loss
without the depreciation. Thus, the loss is actually smaller—depreciation is about
$13,000 yearly loss.
Ann moved to accept the minutes, Bruce seconded, and the motion carried 6-0.
Follow Up: Member/Shopper Survey – Linkage Committee needs to meet regarding this
issue.
Plan Annual Meeting – Ann thanked Bruce for investigating locations. The Linkage
Committee will also discuss this. Gaia explained to Bruce that historically the GM and
staff have planned this meeting. Gaia moved that we hold the meeting at Cobblestone
Farm, Keegan seconded. Discussion: Lesley will call Cobblestone tomorrow and check on
available dates in mid-April. Bruce would like to keep the door open to doing things with
Downtown Home & Garden; perhaps not the annual meeting, but it would still be nice
to do something with them. Bridget and Lesley will look into future possibilities. The
motion carried 6-0.
By-Law Changes – By-law changes were discussed at the retreat. Ann asked if the board
wanted to start an ad-hoc committee to explore these changes. Ideas included: the
possibility of adding one or two board members was discussed, as was changing the
voting quorum and not having the annual meeting in April. There was a suggestion of
spreading these out over time, to encourage voting. On the other hand, this is a
cumbersome process and an expense.
The ad-hoc committee will be comprised of Keegan, Leah, and Ann. If possible, the
committee will get member-owners involved as well.
Retreat Recap – The board enjoyed meeting Jade from CDS. Some board members felt
that the retreat should be expanded to two days. Ann expressed an interest in getting
the agenda together sooner next time. Jade will provide feedback on the retreat in the
near future.
Calendar Review and Check-In – No new additions.
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Looking Ahead – The EBITDAR report and update on the member/shopper survey were
moved to next month. The board budget will be on the agenda as well.
Task List – Leah will email the changes in G.11 and G.7 to Lesley, Ann will draft the
“invalid petition” language, Keegan will submit a draft of G.12 that incorporates the
suggestions/comments that have been made, Patti will check the past minutes to see
what changes, if any, were made to M.4 and then report to Leah who will report to
Lesley, Matthew will bring a proposed L.4 policy, Gaia will set up a Linkage Committee
meeting and discuss the member/shopper survey and the annual meeting, Lesley will
call Cobblestone to confirm a date for the annual meeting, Matthew will do the
synthesis of M.1 Unity of Control, the GM Evaluation Committee needs to meet and
then communicate to the board how they will be evaluating Lesley, the Finance
Committee will meet on November 11, the Nominations Committee also needs to meet,
the Ad-Hoc Bylaws Committee also needs to meet, Matthew will send around a
proposed board budget prior to the meeting.
Future Meetings – Next meeting is November 18.
Meeting Evaluation and/or Visioning (idea that came out of the meeting):
 Likes seeing staff team attending meetings
 Very efficient meeting
 Likes the idea of connecting with Downtown Home & Garden
 Good meeting, great flow to the meeting
 Better prepared, perhaps from the retreat
 Happy with the direction we are taking
 Ask department managers one thing they could do to save money/time and
what they would buy something new to make the co-op more profitable
 At maximum output for kitchen, will be talking with kitchen about
streamlining the production to get more items into the grab’n’go
 Would like to figure out a way to invite member-owners to participate in
committees
 Would love for the co-op to have its own meeting space for classes,
meetings, activities
 Satellite kitchen space for commercial cooking/baking
 Likes the idea of having more get togethers outside of board meetings
 Rethink the calendar as a series of key pieces for the board, example the next
month could focus on the budget and that would be the organizing principle
for the whole meeting
 Would be more efficient to have quarterly discussions about changing
policies rather than chip away at them once each month although it is helpful
to read policies every month (e.g. if a policy synthesis can’t go to the consent
agenda, then it would go to the quarterly discussion)
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Write down 3-5 things you did like and 3-5 things you did not like about the
retreat and use this information for the 2016 retreat
Misses seeing the co-op newspaper regularly in the store
Would love a farm educational/training facility where we could grow things
and also do outreach
Adjournment – Ann adjourned the meeting at 9:02 pm.
Respectfully submitted,
Leah Hagamen, Board Secretary
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