The Co-op Food Stores

Present: Donald Kreis (Chair), Peter Betts, Margaret Drye, Tricia Groff, Ed Howes, Kay Litten,
Diane MacDonald, Richard Schramm , Mike Yacavone
Absent: no one
Staff: Terry Appleby, Eugenia Braasch, Tony White
Guests: Mark Goehring (CDS consultant)

Welcome and Introductory Remarks
Don Kreis called the meeting to order at 5:33 p.m.

Agenda Review & Changes
The Board Budget, GM Evaluation preparation, and GP 6 Nominating Process discussions were postponed to the July meeting.

Prior Month Action Items Review
1. Write a point-counterpoint article about “Members Capitalizing the Co-op” for the Co-op News. (Richard, Mike, Rosemary- pending)
2. 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)
3. Contract with a legal firm to conduct a comprehensive review of the by-laws. (Margaret, Don – pending)
4. Consider the issue of minutes transparency and style and make a recommendation. (Peter, Richard – completed)
5. Propose a process for addressing Hanover Co-op capitalization planning next steps. (Don, Terry, Genie – pending)
6. Propose a process for board budget preparation. (Richard and Diane – June meeting)
7. Produce new Co-op letterhead, update Board photos, update Board webpages, print new Bylaws pamphlets incorporating the By-laws changes. (Genie, Rosemary – in process)
8. Revise the Co-op financial ratios chart. (Terry, Roy – completed)
9. Retreat planning: complete worksheet, compile, distribute to participants. (Board, Management Team, Genie – in process)
10. Write Board biography briefs for use on the Co-op web page. (Margaret, Don, Diane – pending)
11. Propose amendments to GP 2. (Kay and Margaret – completed)
12. Revise GP Global policy. (Margaret and Diane – July meeting)
13. Propose revisions to Co-op Ends Policies, reflecting Michael Shuman’s recommendations. (Don – memo sent to Board)
14. B-GM1 Unity of Control Monitoring Report (Michael – July meeting)
15. B-GM 5 Board Administrator Monitoring Report (Peter – completed)
16. GP 6 Nominating Process (Richard – completed)

Co-op Stories
Terry Appleby reported that the Lebanon store manager, Bob Hayes, has decided to retire at the end of December 2008. A search process is underway for the next store manager. The Board spoke about the many contributions that Bob has made to the Co-op; in addition to his outstanding leadership as the first manager of the Lebanon store, his role as chair of the Hanover Cooperative Community Fund was cited as one of his major efforts.

Dairy Day was held on June 15th, at the Lebanon Store. Visitors expressed appreciation for the celebration, which coincided with Father’s Day, and attendance was higher than previous years. A few Board members participated in the festivities and found it to be a good opportunity to interact with other Co-op members. Half of the Board, the GM, the Board Administrator, and the Director of Education and Member Services, were at the CCMA conference and expressed regret that the scheduling of these two events on the same day precluded their participation in both.

Approval of May 21, 2008 Minutes
MOTION: Mike Yacavone moved to accept the May 21, 2008 minutes.
Peter Betts seconded the motion.
VOTED: To accept the May 21, 2008 minutes: 8 in favor, 0 opposed, 1 abstained, 0 absent.
The motion passed.

Discussion of Committee Membership
MOTION: Richard Schramm moved to elect Kay Litten as Chair of the Nominating Committee.
Margaret Drye seconded the motion.
VOTED: To elect Kay Litten as Chair of the Nominating Committee.
9 in favor, 0 opposed, 0 abstained, 0 absent. The motion passed unanimously.
Peter Betts, Richard Schramm, and Michael Yacavone agreed to serve as nominating committee members. The Board explored the possibility of inviting past board members to serve on this committee. There was a brief discussion about the role of staff in recruiting nominees, with a range of opinions expressed about the importance of staff voice and process transparency in the Co-op organization. An effective nominating process and calendar are in place; additional resources are available through CDS, which is offering a webinar about recruiting and orienting new board members on July 22nd.
The question was raised regarding whether additional committees (Annual Meeting, By-laws) should be established for the upcoming year, but the Board decided not to select a chair for any additional committees.
The meeting broke for dinner at 6:00 p.m.
The meeting resumed at 6:50 p.m.

Policy Monitoring
Tobacco Policy
After discussion about the DHMC tobacco-free campus policy, which will take effect on July 4, 2008, the Board decided to consider instituting a similar policy and asked Tricia Groff to draft a policy to present at the July meeting.

Approval of B-GM 5.2 and Appendix 8 Revisions of Board Administrator Reporting Structure
MOTION: Peter Betts moved to modify the wording of B-GM 5.2 and Appendix 8 to “The President and GM shall have day-to-day responsibility for supervising the Board Administrator.” [not “The Secretary and GM…”] to bring both documents into compliance with each other.
Michael Yacavone seconded the motion.
VOTED: To modify wording of B-GM 5.2 and Appendix 8 to “The President and GM shall have day-to-day responsibility for supervising the Board Administrator.” [not “The Secretary and GM…”] to bring both documents into compliance with each other.
7 in favor, 0 opposed, 2 abstained, 0 absent. The motion passed.
Approval of B-GM 5 Board Administrator Monitoring Report
MOTION: Michael Yacavone moved to accept the B-GM 5 monitoring report written by Peter Betts, with B-GM 5.4 modified to read: “Annually in July,…” [not “Annually in June,”].
Kay Litten seconded the motion.
VOTED: To accept the B-GM 5 monitoring report written by Peter Betts, with B-GM 5.4 modified to read: “Annually in July,…” [not “Annually in June,”].
9 in favor, 0 opposed, 0 abstained, 0 absent. The motion passed unanimously.
The Board discussed the reporting structure for the Board Administrator and a Director agreed to draft a policy proposal to be considered at the August meeting of the Board.

Approval of GP 2 Board Deliverables
MOTION: Michael Yacavone moved to accept Margaret Drye’s and Kay Litten’s monitoring report as in compliance with GP 2, with the following changes: GP 2.1.2 modified to read “The Board will employ a variety of methods [not methodologies]…” and delete GP 2.1.3.
Richard Schramm seconded the motion.
VOTED: To accept Margaret Drye’s and Kay Litten’s monitoring report as in compliance with GP 2, with the following changes: GP 2.1.2 modified to read “The Board will employ a variety of methods [not methodologies]…” and delete GP 2.1.3.
9 in favor, 0 opposed, 0 abstained, 0 absent. The motion passed unanimously.
The Board agreed that it was currently not in compliance with GP2 and also with observation of the monitoring report authors that this policy included too many specific directives. In approving the revision, the Board made a commitment to member linkage through development of the Board work plan and budget. There was a suggestion regarding the need for monitoring reports to be submitted more frequently than on the current annual basis. No decision was made about changing the schedule of monitoring reports.

Local Economy Initiative
The Board discussed the Co-op’s role in furthering the Upper Valley local economy initiative. There was consensus that the Upper Valley community is looking for continued leadership from the Co-op because it sponsored the Shuman talk in April and it has developed effective business relationships with local producers. The Board agreed to continue to provide resources for the next few months in the following manner:
1) Richard Schramm will continue to devote time and expertise to this effort on behalf of the Board
2) The Board Administrator will provide administrative support for the working group through September
3) A survey of economic leaks in the Upper Valley will be developed and completed
4) An inventory of Upper Valley businesses will be completed
At the next working group meeting on June 24th, the agenda will include the possibility of establishing an Upper Valley chapter of Local First, the role of Chambers of Commerce, and development of small working groups to address specific facets of this effort.

Board Budget
A preliminary Board budget for FY 2009 was distributed. The Board Administrator will work with the Co-op Controller to obtain actual expense figures for the categories and will circulate this document to the Board prior to its July meeting.

Minute Writing
Peter Betts and Richard Schramm distributed a sheet listing the main questions to be addressed in minutes and commented that the Board minutes ranked high when compared to this list.

Board and Management Retreat
The Board was reminded to complete the retreat planning worksheets. Mark Goehring asked whether the Board would agree to include Board and Staff from the Wheatsville Co-op, Austin, TX, as that cooperative is grappling with similar strategic questions. The Board agreed to include the Wheatsville Co-op, at their expense.

Meeting Review
The Board agreed that they held a challenging discussion about the B-GM 5 policy.

The meeting was adjourned at 9:05 p.m.

Respectfully submitted,

Eugenia F. Braasch Peter R. Betts
Board Administrator Secretary

Supplement: Main Questions to be Addressed in Minutes
1. When was the meeting?
2. Who attended?
3. Who was absent? (include if matters)
4. What topics/issues were discussed?
5. Major points made? Questions posed and responses provided? (names not needed)
6. What was decided? What motions were made, by whom, by what vote?
7. What actions were agreed upon?
8. Who is to complete actions, by when?
9. What materials were distributed at the meeting? (copies or link available?)
10. Anything special that the reader of minutes should know or do?

Peter Betts
Richard Schramm
6/18/08

Action Items:
1. Write a point-counterpoint article about “Members Capitalizing the Co-op” for the Co-op News. (Richard, Mike, Rosemary – pending)
2. 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)
3. Contract with a legal firm to conduct a comprehensive review of the by-laws. (Margaret, Don – pending)
4. Propose a process for addressing Hanover Co-op capitalization planning next steps. (Don, Terry, Genie – September meeting)
5. Propose a process for Board budget preparation. (Richard and Diane – July meeting)
Continue to develop a draft FY 2009 Board budget, based FY 2007-08 actual figures, circulate to Board. (Genie, Mark)
6. Retreat planning: complete worksheet, compile, distribute to participants. (Board, Management Team, Genie)
7. Write Board biography briefs for use on the Co-op web page. (Margaret, Don)
8. Revise GP Global Policy. (Margaret and Diane – July meeting)
9. Propose revisions to Co-op Ends Policies, reflecting Michael Shuman’s recommendations. (Don – in process)
10. Make arrangements for appreciation dinner for Bob Hayes and Board members.
11. Invite Co-op members to join the Nominating Committee. (Kay)
12. Draft a tobacco policy. (Tricia – July meeting)
13. Consult with CDS and continue the B-GM5 discussion. (Don, Mark, Diane – August meeting)
14. Complete Board Administrator job review. (Don, Terry, Peter)
15. Plan next stage of Local Economy Initiative. (Richard, Terry, Genie, Allan)
16. Discuss process for GM review and preparation. (Don, Board – July)
Complete GM evaluation. (Don, Margaret – August)

July 16 Monitoring Reports
EL 2 Financial Condition and Performance (Terry)
EL 4 Treatment of Customers (Terry)
EL 5 Treatment of Staff (Terry)
EL 7 Communication and Counsel to the Board (Terry)
B-GM 1 Unity of Control. (Mike Yacavone)
GP 4 Board Member’s Code of Conduct (to be determined)
GP 6 Nominating Process (Richard)