Chatham Marketplace May 27, 2015 Board Meeting 5/27/15 Members Present: Kathy Mohr, Sarah D'Amato, Kathleen Conroy, Jamie Saunders, David Simmons, Katie Niver, General Manager: David McComas Guests: Tom Morris, Doug Wakeman Board decisions in bold italics. 1) Reading of the ends. 2) April minutes accepted by all. 3) Finance Report (Jamie): A) Numbers looked good. 1-30 day terms on AP looked okay. The POS system is unable to send direct data to Quickbooks, the Finance Committee has asked Miki to do some more data entry to assist with that. 4) GM FYI (David M.): A) Labor was 20.43%, sales were up $9800 over last year with a 4% increase. Eryn just finished pricing updates, just needs to update the shelf stickers. Some price increases; David has compared the raised costs to the other local competing stores and these are not unreasonable. Some items we were undercharging for and some we were overcharging for. B) Preferred Owner Pricing (POP) is starting to look like we can make it work; Scott is getting the code and logistics work out. Using TPR (Temporary Price Reduction) through NCG so we will not take a hit on our margins. This system should allow us to lower our cost and allow us to sell more. C) New kitchen member (George), new grocery team member (TJ) are helpful new additions to their departments. New things for the meat department happening. Sales are up over $5,500 over last year. D) Struggling with STRC’s SMS update ($4,500). Store needs to update credit card terminals and other updates to get us PCI (Payment Card Industry) compliant. E) Staff Survey. So far, decent involvement; leaving it open for some people to finish. David M. will follow up with David D. F) B6 Staff Treatment and Compensation. David M. will work with David D. and Eryn to help assist with training and getting feedback for future staff surveys. Paul’s former template omitted other information in the past. Our template has written into it that we would have a professional HR group to overlook the whole handbook and policies. If a board member thinks a policy is out of compliance a board member can inspect files and information. To follow up and make sure we are within compliance and board should be auditing every so often. Will be on agenda for next month. B6 accepted by all. G) B7 Communication to the board. Reports refer to D1, but it is a CBLD policy template, and we still use our old Board Governance policies. David will rewrite it to refer to 4-8 Board Members Code of Conduct before the board can accept policy. We had several questions on B3 last month, David M. and Kathleen did discuss it and it will be on agenda for next month Include information on protection of physical assets like maintenance schedules for coolers. Do we need an outside company to vet our Employee Handbook to make sure it is in line with state laws? More data for the Operational Definition "The co-op has in place clear guidelines for what info we collect from members"... where are those guidelines? Worker’s compensation insurance information was not fully up to date. #6 small typos with CIN’s, were accidentally labeled as ownership requests. David M. will fix. David M. will send out with edits to all to accept by email. 5) Board Business (all): A) Repayment Plan for CIN Notes: Kathleen and David presented on the work they have done with Bill Gessner of Cooperative Development Services, Ben Sandel of Cooperative Board Leaderships Development Services and Paul Finkel from our Finance Committee. Highlights: will depreciate almost all equipment in store by 2016, will budget to replace. Sales up both 2013 and 2014 and both years profitable, but down in cash by end of 2014 due to catching up pastdue accounts payables. First quarter challenging; deli staffing issues and struggling to maintain pricing in POS system. Based on our work with our consultants, and our own understanding of our financials and the store needs, we believe that we cannot create an aggressive CIN repayment plan until we have completed paying off our first position debt with BIHC. We will make our final BIHC payment in October of 2019, and as of November, we can begin to pay off CIN notes at $5,000 a month. The store will establish a separate account for CIN repayment. The store will set aside a minimum of $200 per week into this fund. When the fund hits $5,000. Then the fund will continue to grow until it again hits the target and pays off the next note. Consultants strongly advised paying off the notes by date, oldest first. Board and David revisited the amount that is being set aside on a quarterly basis. As sales and operations continue to improve, and as equipment is replaced, the amount that can be set aside will rise. Letter to investors to go out ASAP B) Annual Meeting and Board Election Party: Elizabeth sent out roles for board volunteers and plans are in full swing. Annual meeting @ 11:30. Discuss CM Market situation. Will be on agenda for next meeting. C) BYLAWS 6.4 need to be reviewed and rewritten for clarity. Sarah will do a complete bylaw review D) Staff appreciation day: the Ownership Committee talked a lot about it and will work on some ideas after the annual meeting. Next BoD meeting 6/24/15. Will discuss B4, B5, and board jobs for the year.