The Co-op Food Stores

MINUTES

April 16, 2008

Present: Don Kreis (Chair), Peter Betts, Margaret Drye, Ed Howes, Kay Litten, Ann MacDonald,
Diane MacDonald, Richard Schramm, Mike Yacavone

Absent: no one

Staff: Terry Appleby, Eugenia Braasch

Guests: Mark Goehring

Welcome and Introductory Remarks

Don Kreis called the meeting to order at 5:32 p.m.

Agenda Review & Changes

There were no changes to the agenda.

Prior Month Action Items Review

1. Write a point-counterpoint article about “Members Capitalizing the Co-op” for the Co-op News. This
article is targeted for the June issue. (Richard, Mike, Rosemary- in process)
2. Plan a Board retreat to take place on August 23, 2008. Draft a proposal for the retreat topic. Explore the
availability and cost of facility use at Dartmouth for the board retreat and make a recommendation at the
April meeting (Don, Mark, Genie -Dartmouth Outing Club selected as location, topic development in
process)
3. Approve the proposal for HCCF recipients at the March meeting. Due to a change in fiscal year,
information about the funds for distribution is not available yet. (Bob Hayes and HCCF committee
members).
4. Read M. Shuman’s book, Small-Mart Revolution. (All Board Members – completed)
5. The proposed by-laws changes will be put to vote at the Annual Meeting. (Don – to be completed in April)
6. After the audit is completed, ask Tyler Simms to review the proposed by-laws changes (Article V Sections
2a and 4) that were discussed, but not brought before the membership this year. The Co-op Board is
seeking advice about the tax implications of the potential changes to the membership. (Margaret, Don –
pending)
7. Contract with a legal firm to conduct a comprehensive review of the by-laws. (Margaret, Don – pending)
8. Proceed with the Annual Meeting planning. (Kay, Diane, Margaret, Rosemary, Genie, Allan – in process)
9. Ask Rosemary Fifield or Allan Reetz to write an e-mail Annual Meeting announcement for board
distribution (Genie – completed).
10. Proceed with the Business Roundtable breakfast planning. (Richard, Genie, Allan – in process)
11. Identify and generate the invitation list(s) for the Business Breakfast Roundtable. (Richard – in process)
12. Hold a planning conference call on April 22, 9 a.m., for the Business Breakfast (M. Shuman, Upper Valley
business leaders Don, Richard, Genie).
13. Consider the issue of minutes transparency and style and make a recommendation at the April meeting
(Peter, Richard – to do).


14. Notify the sponsors and winners of the King Award and invite them to Annual meeting. Also, notify the
sponsors of the other King award candidates re. the board decision. Certificates, gifts in process (Genie –
notification completed and winners will attend, winners have also designated their preferred non-profit;
Certificates, gifts – in process).
15. Provide internet access in the Board Room from the Break Room for the April 16th board meeting (Genie, Scott
Cleveland, Mark – completed).
16. Propose a process for addressing Hanover Co-op capitalization planning next steps (Don, Terry, Genie – to do).
17. Distribute the Ends Global Monitoring report to the membership and general public (Terry, Genie, Allan,
Rosemary – to do).

Co-op Stories

Ed Howes commented on recent articles about two types of cooperatives possibly changing their business model
(credit unions and Ace Hardware). Don Kreis attended the Flavors of the Valley and reported that it was a very
engaging event; the Hanover Co-op green bag distribution was a particular highlight. Diane MacDonald thoroughly
enjoyed Don Kreis’ April 1st email. Terry Appleby recounted an inquiry from a Co-op member who, having read the
2007 Annual Report, was not pleased with the current patronage refund and employee bonus practices. This led to a
brief discussion about member expectations regarding retained earnings and investing in the co-op.

Approval of March 19, 2008 Minutes

MOTION: Ed Howes moved to accept the March 19, 2008 minutes.
Kay Litten seconded the motion.

VOTED: To accept the March 19, 2008 minutes: 8 in favor, 0 opposed, 1 abstained, 0 absent.
The motion passed.

Annual Meeting: April 27, 2008 and Upper Valley Business Breakfast: April 28, 2008

The Board Administrator provided a handout status report about the two events. The Board made decisions
regarding who will help to facilitate the Annual Meeting: Ann MacDonald will present the King Awards, Margaret
Drye will present the by-laws changes, and Don Kreis will introduce Michael Shuman.

Richard Schramm and Michael Yacavone offered to host Shuman after the Annual Meeting.

Action Item: Board members will arrive at 5:00 p.m., Hanover High School, for the Annual Meeting social hour.
Board members will arrive at 7:15, Alumni Hall, for the Business Breakfast. Co-op nametags will be worn at both
events. A nametag will be prepared for Diane MacDonald. (Genie).

Policy Monitoring

Approval of GP 2 Monitoring

MOTION: Peter Betts moved to accept Don Kreis’ report as in compliance with GP 2.

Ann MacDonald seconded the motion.

VOTED: To accept Don Kreis’ report as in compliance with GP 2.

9 in favor, 0 opposed, 0 abstained, 0 absent. The motion passed unanimously.

The Board discussed the monitoring report observation that the specific guidelines outlined in GP 2.1 have not been
followed during the past year. They decided that while the intent of the policy is excellent, it is too directive and not
flexible enough. The consensus was that a more general policy is needed.

Action Item: Develop a revised policy. (Kay Litten and Margaret Drye).


Approval of GP 3 Governance Development

MOTION: Margaret Drye moved to accept Ed Howes’ report as in compliance with GP 3.

Kay Litten seconded the motion.

VOTED: To accept Ed Howes’ report as in compliance with GP 3.

9 in favor, 0 opposed, 0 abstained, 0 absent. The motion passed unanimously.

The Board noted that this monitoring report was an excellent example of a thorough policy review, with clear
interpretations and thought-provoking comments. The Board also agreed that, in order to responsibly invest in its
governance capacity, it needed to address the current lack of an annual budgeting process for board activities. It is
anticipated that with a better understanding of its resources, the Board can establish priorities regarding education,
training, development and member linkage initiatives.

Action Item: Develop a plan for establishing an annual budget cycle process. Begin immediately to educate Board
members, propose an annual budgeting process at the July 2008 meeting, present a draft budget for FY 2009 at the
September 2008 meeting. (Richard Schramm and Diane MacDonald)

Approval of GP 7 Monitoring Board Performance

MOTION: Diane MacDonald moved to accept Don Kreis’ report as in compliance with GP 7.

Margaret Drye seconded the motion.

VOTED: To accept Don Kreis’ report as in compliance with GP 7.

9 in favor, 0 opposed, 0 abstained, 0 absent. The motion passed unanimously.

In general, the Board is in compliance with this policy, as noted in the monitoring report and supported by the
President’s 2007 Annual Report. Board members noted that at the start of each new board year in May, they assess
the past year’s accomplishments and establish the next year’s goals and work plan. The Board Calendar records the
tasks and activities and policies are in place to guide the board in their work. Another facet of board monitoring
could be an individual self-assessment, to provide each board member with a formal opportunity to describe his/her
board activities and compliance relative to the policy expectations. No actions were identified as next steps for the
option of developing a self-evaluation questionnaire.

Board Retreat

The Board retreat is scheduled for Saturday, August 23, 2008. The board decided to hold the meeting at the
Dartmouth Outing Club house on Occum Pond in Hanover. The goal of the retreat is to develop a shared vision for
the upcoming next few years. Several topics were identified during 2007 for board education and review; the local
economy issue has been a particular focus of board and staff thus far this year. The Board agreed to revisit the other
topics and possibly invite outside experts to speak at the retreat. The Co-op management team will be invited, but
not required to attend, as their presence would provide valuable ideas and input.

Action Item: Finalize the reservation for the DOC house on August 23, 2008. (Genie) Discuss the topic list and
possibly revise it at the May 21, 2008 meeting. (Board members)

The meeting broke for dinner at 6:45 p.m.

The meeting resumed at 7:00 p.m.

CBL 300 Course Member Economic Participation

The Board participated in, and helped to host this webinar, which ran for an hour and a half. The program featured a
discussion led by CDS consultants and brief talks by four Co-op General Managers, including the Hanover Co-op
GM. The board followed the program with discussion about the Co-op’s capital needs and agreed that because
capitalization is such an important issue, it requires a long-range plan and inclusion of members in the conversation.


The board also concurred that while existing member linkage vehicles communicate to the members, the Co-op
needs to continue to seek meaningful member involvement for feedback to the Board. In particular, members need
to become more aware of their investment in the Co-op as owners, not just shoppers.

72nd Board Assessment

Ann MacDonald, completing her tenth year of board service, remarked that this was truly an interesting year, a
culminating experience after the lengthy transition to the policy governance style of Board work. She appreciated
the opportunity to serve and has learned a great amount. She also noted that incoming Board members should be
willing and able to serve as officers and chairing committees – it is a significant commitment. The General Manager
observed that the Board is evolving to a new level and there is a need to cultivate and attract the appropriate people
with the skills needed to lead the co-op into the future. The Chair expressed that the Board was on track with its
plans, supported now by the board administrator, and felt optimism for the future.

Meeting Review

The Board agreed that the webinar was a good use of meeting time and asked that the 2008 webinar program be
distributed so that they could consider future opportunities for involvement.

Following the Board election, six members of the board will assist with the counting ballots and determining the
election results.

Prior to the next meeting in May, the newly elected Board member(s) will meet with current Board mentors to
become familiar with the policy governance practice and Hanover Co-op issues.

Action Item: Distribute CDS webinar program details. (Genie) Check with Rosemary regarding the date and time
for ballot counting, participate in the ballot counting process and notification of the results to the candidates.
(Genie, Board members)

The meeting was adjourned at 9:20 p.m.

Respectfully submitted,

Eugenia F. Braasch Peter R. Betts

Board Administrator Secretary


Action Items:

1. Write a point-counterpoint article about “Members Capitalizing the Co-op” for the July/August Co-op News,
note to authors: deadline is May 16. (Richard, Mike, Rosemary)

2. Plan a Board retreat to take place on August 23, 2008. Draft a proposal for the retreat topic. Reserve the DOC
House. (Don, Mark, Genie)

3. Approve the proposal for HCCF recipients at the April meeting (Bob Hayes and HCCF committee members)

4. The proposed by-laws changes will be put to vote at the Annual Meeting. (Don – to be completed in April)

6. After the audit is completed, ask Tyler Simms to review the proposed by-laws changes (Article V Sections 2a
and 4) that were discussed, but not brought before the membership this year. The Co-op Board is seeking advice
about the tax implications of the potential changes to the membership. (Margaret, Don – pending)

7. Contract with a legal firm to conduct a comprehensive review of the by-laws. (Margaret, Don – pending)

8. Proceed with the Annual Meeting planning. (Kay, Diane, Margaret – in process)

9. Proceed with the Business Roundtable breakfast planning. (Don, Mike, Richard – in process)

10. Consider the issue of minutes transparency and style and make a recommendation at the April meeting. (Peter,
Richard)

11. Complete the King Award process: certificates, gifts, donations to non-profits. (Genie)

12. Propose a process for addressing Hanover Co-op capitalization planning next steps. (Don, Terry, Genie)
13. Distribute the Ends Global Monitoring report to the membership and general public. (Terry, Genie, Allan,
Rosemary)
14. Propose amendments to GP 2. (Kay and Margaret)
15. Propose a process for budget preparation. (Richard and Diane)
16. Prepare new board member orientation materials and identify mentors. (Genie)
17. Distribute CDS 2008 webinar program details. (Genie)
18. Complete the Board election process: check with Rosemary regarding the date and time for ballot counting,
participate in the ballot counting process, and notify the candidates about the results.
(Genie, Board members)
19. Prepare GP Global and GP 1 Governing Style Monitoring Reports (Margaret)
20. Prepare EL 2 Financial Monitoring Report (Terry)
21. Prepare EL 7 GM Monitoring Report (Terry)