Durham Food Coop – Board of Directors Business Meeting

Sunday, April 15, 2007

Location:  JJ Henderson Towers, Duke St.

Opened:            2:45 PM

Closed:           6:00 PM

Members present: Jeane Bross, Mignon Keaton, Wells Eddleman, Jonathan Blackwell

Board members present: Regina Dyson, Denise VanDeCruze, Sven Rinke, Martha Moore, Sarah Bish

Documents presented: last meeting’s minutes, 1^st quarter P&L and balance sheet, most recent bylaws work.

Agenda:

1. Review action items from last meeting

2. Committee reports

3. GM recruitment

4. Membership meeting

5. Bylaws

6. Board responses

Board responses

Action item: The following responses were delegated to the following Board members for drafting:

• Member time at meetings: Regina
• Wells’ allegations: Martha
• Conflict of interest: Denise
• Getting Sven and Denise off the Board: Regina, Sven and Denise will send Regina some info to put together.

• Denise will create a page on the website to post Board’s collective responses and an announcement about the Board’s approach, parameters/expectations of requesting a response from the Board.
• Denise will draft automatic response that addresses parameters for members to submit inquiries (how they should be submitted, what is expected of them), expected timeframe for responses, the medium by which responses will be given (website and hardcopy). Board should approve/revise the draft.

Review action items from last meeting

Miscellaneous action items:

• Denise will draft a Standard Operating Procedure for committee spending and reimbursement.

• Marketing committee charter should be solidified and refined, Regina will work with Denise on this and have it ready by Wed April 25.  It should go out with newsletter and be prepared on paper for distribution at annual meeting, for recruitment purposes.
• Sven will create a budget for the rest of 2007.  Mignon will review it, then present it to the Board.  In the future, Board and Management need a system for creating budgets for the store.
• Sarah will request all final copies of documents from Board members who have worked on different documents via email.  All Board members who have worked on documents should verify final documents.  Sarah will bring hard copies of all approved/finalized documents to future Board meetings.

--Regina now present—

·        Copies of current Bylaws need to be at the store and on the website.  Suggested changes and explanation of why they are needed should also be at the store and on the website. (Delegated to Sven).

·        Board members should review Sven’s proposed job descriptions and approve or make changes.  They were sent on email.

·        Martha and Denise will review Finance Committee charter to determine if its clear on finance liaison responsibilities.

·        Committee liaisons and management will send wish-list items to Sven.  Sven will create a section in newsletter for wish list items and services to be provided by sustainers/members.

·        Development of a member packet:  Denise will send an email to Regina about her previous research about membership orientation.

·        Membership directory:  Discuss over email.  No decision made at this time.

Membership meeting:

• Regina will draft clarified OND focus group member call for the newsletter.   Denise will make a flier in the store that makes it clear as an open invitation to the 1-2pm portion of the annual meeting.
• Re: Facilitator for meeting.  Denise will contact Sam and Kriti. Sven and Martha will also search.  By Tuesday, all will contact Denise re: who is available.  If a paid facilitator is needed, Denise will email Regina by Tuesday.
• Jonathan Blackwell will facilitate the OND focus group discussion from 1-2.  He will call Regina re: setup for the meeting, since he won’t be available for set-up.  Sven will contact Jonathan to let him know exactly what time Board elections will be taking place at the meeting.
• Board applicants info hard copies for store and meeting, website: Sven
• Posting pre-vote instructions on website and in store, instructing cashiers. (not formally assigned).
• Ballots: Regina will create ballots and instructions for ballots in accordance with Bylaws and decisions below. Sven: give Regina all ballot instructions in accordance with Bylaws. Ballots will include Bylaw change voting.
• Ballot Box, locked and labeled: Denise
• Guest speaker: at this time, prioritize finding a facilitator.
• Sven will print out the database list of current members with their specification about household.  All active members will be in the database by Tuesday.  There will be spaces to write people in who renew their membership after Tuesday, through the 28^th only.
• Regina: contact Durham mediation center to see if they’ll do the ballot counting.

Decisions made re: voting process—

• Pre-vote instructions as follows: Members can come into the store to get a ballot from the cashier.  They will have to show their ID to get a ballot.  Cashiers will check their name off of a database list.  Ballots will be numbered.  Members will have to mail in the ballot attn: Board Election Committee, and their ballot will be placed in its sealed envelope into a locked box.
• Voting at Annual meeting will be done by on-site ballot. ID required, and the database will be checked off.  Membership renewal cannot take place at the Annual Meeting.  All memberships renewed by the 28^th will be honored for voting purposes. Board applicants and their households do vote.

Minutes

Action item: Sarah will post minutes since 02.25 meeting by Wed, and Board will send corrections for all minutes including this meeting by this coming Friday.

Decision: Minutes must be available to board my Wednesday 10am.  Board will submit corrections to entire board by Friday 5PM.  Sarah will make corrections and send the final copy to Sven for the website.  Sarah will put hardcopies for the notebook in the store by the following Tuesday.

Committee Reports

• Marketing Committee action items:
  
  • Tables needed for farm tour
  • would like a Board member at each event

• Finance Committee action items:
  
  • Staff must be instructed to NOT accept Duke Cards if they don’t go through at the time of purchase
  • Add voucher button to the register and train staff
  • Mignon needs the value of our assets for Quickbooks entry
  • Mignon needs to see the loan book
  • Mignon will separate standard members from sustainers so we can evaluate discounts given
  • Denise will report sustainer hours so we can compare discounts given to hours worked.
  • Martha will give Mignon tax return information from previous years.
  • Denise will clarify by email what the next steps should be with Gori
  • Denise will forward info re: Pless & Pless from Jeane to Finance Committee.
  • Staff needs training on how to ring in items to categories that match up with cost of goods categories.
  • Sven will send recent past inventory information to Mignon.
  • Mignon will by a ~$35 memory stick for Finance backup purposes, Denise will send email to Finance committee about backup
  • Do not save anything to the computer without filing it in its proper place. 
• Action item: Sven will draft a Recruitment/Nomination Committee charter by this Wednesday. It will then be in newsletter with other charters, for membership viewing.

Bylaws

Action items:

• Board will send all input to Sven re: Bylaws by Tuesday.
• Denise will create a postcard with summary of proposed Bylaw changes and assist with mail out by Thursday morning.
• Sven will make copies of current Bylaws and proposed changes will be printed for membership to pick up in the store, as well as on the website.

Decision:

• Voting for Bylaw changes will happen on the Ballots.

GM Recruitment

Action items:

• Hiring needs in the meantime: Clerk and Team Lead position
• Sven: draft annual budget by Friday.
• Mignon: review by Sunday night.
• Sarah and Regina: make comments/suggestions for GM recruitment after seeing budget.
• Sarah: send Denise revised GM job description to help with delegating purposes while Denise is out of town.
• Denise: send Sarah list of what you have delegated off that list and what still needs to be delegated for the time you will be gone.  Sarah will assist in sending out ads and calls for filling the gaps.

Board will meet Thursday 26^th, 4:30pm at Sven/Denise’s house.  There will be no Board meeting before the Annual Meeting.