Food Conspiracy Board Meeting Approved Minutes of 4/2/14 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 6:30 pm on April 2, 2014. Present: (Name, Position/Affiliation with the Co-op) Joyce Liska, Board Member David Miller, Board Member Robert Oser, Board Member Fiore Iannacone, Board Member Robert McLane, Board Member Kelley Kriner, General Manager Nicolas Siemsen, Board Member Glenn Furnier, Board Member Jessica Hersh-Ballering, Board Member Nick Super, Staff Representative Natanya Siegel, Owner Danielle Fidel, Board Member Janet Markins, Finance Manager Gracie Isunza, Owner Janet Zampieri, Owner Patrick Stirling, Owner Beth Horowitz, Owner Reta Johnson, Owner 1. Meeting called to order at 6:31 p.m. We have a quorum. 2. Review Agenda: Item 5.C was removed from the consent agenda for questions. David requested that item 7.E – “Audit Update” be added to the agenda 3. Check In Went around the circle for check in. 4. Owner Time: An owner asked about whether the Co-op might expand into the open retail space on the south side of the building. Kelley explained that she and Fiore looked into that possibility, however, the owner of the space wasn’t willing to offer it on a long-term lease. Danielle shared that the Food Bank has a great program assisting low income families with installation and planting of new garden beds. There was a member present who volunteers for this program and there was a brief discussion about how great this program is. Natanya suggested that the member who volunteers with this program write a newsletter article about it. Joyce expressed disappointment that the Co-op wasn’t at the Tucson Festival of Books. Kelley said she would look into it for future years but that it might be too expensive for the Co-op. A member thanked the Co-op for supporting Peace Walk Tucson. April 2014 Minutes Fiore shared information about money available through the Affordable Care Act to support start up co-op insurance companies. A member shared that she always thanks Ace Hardware for being a Co-op whenever she shops there. Janet shared an announcement about the Garden Kitchen project run by the University/ Cooperative Extension. They do a cooking and gardening demo every Saturday. Fiore made an announcement about the upcoming Homesteading 101 classes that are being held every Saturday in April at the Hoff Building. 5. Consent Agenda A. Approval of March 2014 Minutes B. General Manager Report C. Ends Monitoring Report D. Resolution 2014-02 Authorization to Transfer Funds David motioned to approve the consent agenda minus Item C. Danielle seconded. VOTE. 9-0. Motion Passes. 6. Items from the Consent Agenda Item 5.C - Ends Monitoring Report – was pulled off of the consent agenda for questions. Danielle asked a question about percent of sales for organic products as reported in the Ends statement. Kelley said she can’t control what people buy. There was a discussion about how best to measure this End so that the Board can monitor progress toward providing healthy food by using a metric the GM can control. There was a discussion about how best to report on the Co-op’s efforts to be an environmentally conscious business. Danielle suggested that not all metrics reported in the Ends Report need to be quantifiable and graphable. A write up about the Co-op’s new composting program and rainwater harvesting systems, for example, would also be useful for documenting Co-op progress toward meeting this End. Fiore moved to accept the Ends Monitoring Report. Nicolas seconded the motion. Vote: Motion did not pass. Kelley will resubmit the Ends Report for the May Board Meeting with additional information added about the Co-op’s efforts toward environmental consciousness. 7. Board Work April 2014 Minutes A. World Café recap/report Joyce, Fiore, Robert O., Rob M., Kelley and David recently attended a training event called World Café in Sacramento, CA. This workshop was put on by the Cooperative Board Leadership Development (CBLD) program of the NCGA. The focus of this year’s workshop was owner engagement. Each Board member went around the room to talk about some aspect of the training that was meaningful to them or might be useful for the rest of the group. Ideas included: poll new members about why they chose to join the co-op; plan for future expansion to accommodate growth; look into owner preferred shares; give members opportunities to get involved and participate; Co-op affiliated interest groups; childcare for co-op shoppers; co-op sponsored conference; Danielle suggested that members who attended the event post notes on Sharepoint for others to read. David mentioned that they will be getting a video summary of the event. 8. Owner Time An owner requested that an owner time be added after the break because she would not be able to stay until the end of the meeting but wanted to offer a comment. An owner suggested that if the Co-op wants to offer childcare for shoppers, the Co-op should get in touch with the Early Childhood Education program at the University of Arizona. She also suggested that if the Co-op wants to fundraise, they should get in touch with Terrecycle, a nonprofit in New Jersey that upcycles waste and sells things made from particular waste items. Terrecycle will pay for collection of specific types of waste products. B. Hoff Building Purchase Impact Kelley shared that the NCGA has concerns about the Co-op purchasing the Hoff Building. There are two reasons they are concerned: 1) If the Co-op were to find a perfect second store site that already included admin and kitchen space, then owning the Hoff Building might impact the attractiveness of this other space. 2) Owning the Hoff Building will impact the Co-op’s debt service coverage ratio. Janet passed around some packets which included a balance sheet, an income statement, cash flow statement and debt service ratio statement. This packet showed projected numbers for net profits, debt service ratio and cash flow if the Co-op purchased the Hoff Building. Board members asked some questions about possible scenarios and talked through pros and cons of purchase as well as scenarios that might make purchase more or less advantageous. David shared that the Co-op has been approved for a loan for purchase of the Hoff Building. C. Article Discussion Fiore led the Board in a discussion of two articles: "Expanding to a Multiple- Store Co-op." http://www.cooperativegrocer.coop/articles/2014-03-25/expanding-multiple-store-co-op "Food Justice: Higher Ed Hits Higher Purpose" http://www.ediblebajaarizona.com/higher-ed-hits-higher-purpose/ April 2014 Minutes Much of the discussion focused on expansion readiness. The Board agreed to begin articulating a shared vision for expansion. Kelley suggested that the management team be invited to the next Board meeting and also to the retreat. Kelley suggested that the managers get integrated in smaller ways before the retreat so that the conversation at the retreat can just be a continuation of conversations that have been going on for months. Conversation at the next meeting could focus on the following topics from the end of the Cooperative Grocer article: Articulating roles and responsibilities for each team Discussing leadership skills the Co-op seeks in managers D. GM Review timeline Last year we condensed what should been a four month process into a two month process. This year we want to do it in the full four months, which means that we should be starting in June. Rob recapped the process involved in reviewing the General Manager. There are currently two members on the committee. Jessica offered to join the committee. E. Audit Update David has asked the auditors to come make a presentation to the Board of Directors to share results from the audit that was completed in March. David polled Board members to see if everyone could come to the May Board Meeting early, at 5:30, to hear the presentation. Kelley said it should be a relatively short presentation. Almost everyone agreed to come at 5:30 on Wednesday, May 7th. Nicolas and Danielle were unsure about whether they could be there at that time. 8. Owner Time A member asked that the meal served at the Board meeting be posted ahead of the meeting so that members with dietary concerns can be prepared with an alternative meal if the meal being served is not something they can eat. Kelley shared that the meal is usually determined last minute but that they always try to prepare a gluten free option every month. Joyce mentioned that Whole Foods has posted their “core values” very prominently in their entrance. She said it reminded her of an Ends Statement. She also mentioned that they seemed to be doing well. A member asked about how the Co-op determines what local options to offer. Kelley said the co-op gets local options whenever possible. A member mentioned that there is a worldwide march against Monsanto on May 24th. She is organizing the Tucson march. 9. Next Meeting/Calendar Upcoming Events: Next Board Meeting – May 7th April 12th – Volunteer service day for Board members and owners May 24th – March against Monsanto August 23rd – Board Retreat April 2014 Minutes Homesteading 101 classes – every Sat in April. 10. Adjournment of regular meeting Nicolas motioned to adjourn. Danielle seconded. VOTE: 9-0 Motion Passes. Meeting adjourned at about 8:43 p.m. April 2014 Minutes