Item D1 for December 16, 2015
PFC Board of Directors Meeting Minutes – November 18, 2015
Location: St. Andrew’s Church, Division Street
Attendance
Board Members: Gaia Kile (vice-president, arriving at 6:57), Keegan Rodgers, Ann
Sprunger (president), Leah Hagamen (secretary), Matthew Graff (treasurer), Bruce
Curtis
Lesley Perkins, General Manager
Susan Landauer, Human Resources Director
Christine Laing, Finance Manager
Kristina Weber, Bookkeeper
Patti Smith, Board Administrator, taking minutes
Call to order – Ann called the meeting to order at 6:34.
Agenda Review – Matthew clarified why he wanted M.1 on the agenda and not the
consent agenda.
Member Comments — There were no member comments.
Announcements, Info-Sharing, Future Scanning – Lesley reminded the board to check in
the board cabinet, where there is an envelope where she puts board mail. Ann and
Matthew talked to Kim Bayer of the Slow Food Huron Valley group. The GM Evaluation
and By-Law Revisions committees met, and Ann will get the minutes out within the
week. The plan is to have any proposals regarding by-laws ready for the December
meeting.
Consent Agenda – The minutes from the October meeting and the minutes from the
Linkage Committee, Nominating Committee, and Financial Committee were on the
Consent Agenda. Matthew moved to accept, Leah seconded and the motion carried 5-0.
M.1 Unity of Control—There was a difference of opinion on whether or not we are in
compliance if we communicate directly with Lesley.
Discussion:


One thought was that if a board member was addressing Lesley but not
directing her, then it was not inappropriate.
Lesley opined that she would like the entire board to know all that is going
on.
1





Keegan was concerned that there were breaks in the email that indicated
individual members were directly Lesley. Wants everyone to have access to
the same information so that nothing is misconstrued or misrepresented.
It will become cumbersome to include entire board on every email. People
may stop paying attention if too many issues are coming through.
Comes down to a matter of trust
The new board forum may help with this issue
Lesley will respond publicly if the email is public, privately if it is private. If
she is concerned about something, she will email the entire board.
Ann moved to accept the report, Matthew seconded, and the motion carried 6-0.
G.11 Invalid Petitions – G.11 did not include anything about failed petition drives. Ann
drafted language to be used. There was discussion regarding who should know the
petition failed, and when they should know. Ann will rework the language and bring to
the next meeting. She would like to have a discussion before the meeting, via the new
online forum, and then have this appear on the Consent Agenda for next month.
GM Report– Lesley clarified some items in her report. The wholesale projects were
running a catering project for the credit union, and baking cookies for the Wolverine
State Brewing Company. After that gets going, we will look at other places to bake for.
The newsletter format will be cleaned up a little bit. Will either be a newsletter or
postcard mailed out by the end of the year. Lesley has been looking at how other Great
Lakes co-ops and how they use discounts and giveaways. She is looking into revamping
the process to make things more equitable and balanced. She is repricing ads in the
newsletter. Lesley and Susan are already looking ahead to employment issues in 2016,
regarding “exempt” employment and management changes in the law.
Financial Matters—Proposed L.4—Matthew suggested language changes for L.4. The
main change is the L.4.10, which states that the GM shall not fail to provide a quarterly
balance sheet, income statement, statement of cash flows and statement of member
equity along with explanatory notes. Right now, there is nothing that calls for that
document to be directly given to the board. Instead, the policy calls for ratios to be
maintained, neither of which is well understood or useful.
Per Matthew, the changes will substitute out the EBITDAR and the 2x assets over
current liabilities (the L.4.9 policy). Instead, the policy will require full financial
statements quarterly. If this is adopted, then the next full financials would be due in
February.
How do you know if you’re not in compliance? The answer is L.4.1 “shall not allow
operations to generate an inadequate net income.”
2
Matt opined that EBITDAR is a proxy for cash proceeds and is not useful. If we are
getting a good set of financials with explanatory notes, then that will suffice. EBITDAR is
not doing anything for us. He stressed that the explanatory notes are the key, because
otherwise it is just a list of numbers.
Matthew moved to accept the proposed policy changes, Bruce seconded. Discussion
revolved around whether there was a way of giving the board more assurance that we
are secure. Several members found that more information given more frequently with
explanatory notes would allow the board to see a pattern, and identify financial matters
better. Also, board members should educate themselves on financial matters. Retreats
could be used for this issue. The motion carried 6-0.
L.4.9 2x Assets – Matthew moved to accept the report, Keegan seconded. Discussion:
Bruce clarified that this report would not be necessary next quarter because of the
policy change we just made. The motion carried 6-0.
Draft Board Budget – Matthew explained various costs and what they meant. Matthew
had some questions listed on the agenda, but he has answered them to his satisfaction
prior to the meeting. Bruce announced that this year’s proposed budget is higher than
in years’ past, but is still a small number in the total budget. The finance committee all
agreed that this was a proper budget. Ann observed that there is no allowance for
travel. Kristina explained that this expense would fall under “training”.
Keegan moved to approve the budget, Bruce seconded and the motion carried 6-0.
EBITDAR – Historically, we have received a quarterly EBITDAR because of inventory
fluctuations (would not make sense to have it monthly because of these fluctuations).
The quarter ended in September. The number is -$25,174. This means that the co-op
has spent $25,174 more than it made over the past three months. Quarterly sales were
$1,584,905. This gives us an EBITDAR number of -1.56%.
Christine will email the report out shortly. Lesley asked that the board accept the verbal
report. Lesley is replying noncompliance.
Matthew moved to accept the verbal L.4.8 non-compliance report as the report from
Lesley, Keegan seconded, and the motion carried 6-0.
Plan Annual Meeting – Cobblestone Farm has been secured for April 17th. We will use
the same layout as last year. We get the room at 4:30. The event will start at 6:30. Will
focus on history of co-op, possibly with a story slam. Hoping to shrink the time it takes
to give the reports. Gaia suggested that if someone wants an agenda item, they must
write their contact information as well. He will contact them and clarify what the item
will be.
3
Follow Up: Member/Shopper Survey – The Linkage Committee talked about doing
something more qualitative, such as a focus group. They are in the beginning phases of
this process. Member engagement issues might not be fully flushed out in a paper
survey. Will gather some information and meet back in January. Using data collected,
we could use higher spenders as survey volunteers.
Election Concerns — Gaia sent out comments from our attorney, Doug Coskey. Ann
suggested devoting a meeting to election issues. There are two 2 year spots and three 3
year spots. Keegan can choose which seat to run for, as can the other candidates. But
one cannot run for both. Gaia moved that we follow Doug’s advice and run two
separate slates at the election, with one slate being the two 2 year slots and the other
slate being the three 3 year slots. Keegan seconded. There was some clarification as to
who could vote on this, given that most board members are up for reelection. The
motion passed 6-0.
Staff Party – Ann proposed that January 7th be the staff party, Gaia seconded and the
motion carried 6-0. Keegan will confirm as to whether the \aut\bar will be available.
Calendar Review and Check-In – No new additions. Kindlefest is coming up on December
4.
Looking Ahead – We will be synthesizing G.1 and G.8 (Leah and Ann, respectively),
revisiting board goals and priorities, checking in on the calendar, and reporting upon
which committees have met during the year.
Task List – Ann will send out the minutes from the GM Evaluation and ByLaw Revision
Committee minutes, Ann will rework the invalid petition language for G.11, Patti will
send the new L.4 language to Leah to send to the website, Patti will also get Leah
information on changing the policy to date order (not policy order), Keegan will contact
\aut\bar to see about having the staff party on January 7, Keegan will work on the
language for G.2.
Future Meetings – Next meeting is December 16.
Executive Session – Ann moved to go into Executive Session to discuss business matters,
Keegan seconded. The motion carried 6-0.
Adjournment – Ann adjourned the meeting at 8:50, and the Executive Session at 9:59
pm.
Respectfully submitted,
Leah Hagamen, Board Secretary
4
5