Durham Food Coop – Board of Directors Business Meeting

Sunday, March 25, 2007

Location:  JJ Henderson Towers, Duke St.

Opened:            2:00 PM

Closed:            5:45 PM

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

Staff members present: LJ Willeford

Members present: Jeanne Bross, Wells Eddelman, Jamie Willeford, Katherine Nilbrink, Steven Matherly

Documents presented: document from Wells re: Brian and Havalah leaving the co-op.

Agenda:

1. Membership input (5)

2. Responses to member input (10)

3. Follow-up to conflict resolution: (5)

4. Committee Reports: (Finance, Marketing, Staff) (20)

5. Committee Charters/Sustainer Policies (10)

6. GM Recruitment (5)

7. Board Recruitment/Job Description for Officers (5)

8. Strategic vision/ Business Plan Development (5)

9. Downtown OND Grocery Store Disc. (5)

10. Annual Meeting Follow-up

11. Approval of last meeting’s minutes

12. Set next meeting’s agenda, location, time

13. Member Input (5)

1. Member comments:

• Action item: BoD agrees there are issues that the Board needs to collectively respond to, including but not limited to, the issue of member input, getting hardcopies of meeting minutes posted/displayed in the store and on the website, getting agenda/location/time of meetings posted 1 week in advance.

--Regina now present--

2. GM Recruitment

• Action items: Sarah will post an open-ended ad, BoD will be thinking about compensation package, Budget is needed (not assigned), BoD will develop a unified vision before hiring a GM

3. Committee Reports: (Finance, Marketing, Staff)

Marketing

Action items:

• Put up signs to recruit more members in the newsletter and in the store (not assigned).
• BoD needs to create a clear list of what is expected of the committee members.  Marketing committee would like temporary and long-term procedures for reimbursement and spending.
• We will continue working on a budget for this purpose as well as others.  Temporarily, BoD gives Regina permission to set a framework for making purchases.  She will instruct committee members to email her with purchase requests and get approval from her via email response.

Financial

• Action item: continue working on budget.  Inventory is March 31^st, 6pm- until.

Staff Report

• Brian’s last day: April 2^nd
• March 29^th, 3:30 at the Co-op Thursday, going away party for Brian
• Havalah’s last day, April 6^th
• Action items: staff would like staff-meeting minutes posted on staff corkboard, would like meeting agendas proposed ahead of time, would like better communication btw Board/Mgmt/Staff.  Get stickers.  BoD will give collective response to “staff on Board” issue ASAP.

4. Committee Charters/Sustainer Policies

Governance/Policy Committee

• Action items: Sven working with lawyer, researching NC Dept of Labor, other NC co-ops, NC Non-Profit Center, Duke’s non-profit organization.  BoD needs to work on the mission statement and strategic vision ASAP.  Sven will send BoD old work done on mission statement.

Finance Committee Charter

• Charters are dynamic documents
• At some point, we need to have a paid book-keeper in order to keep in compliance
• Decision: We have solidified the Finance Committee Charter.

Sustainer Policies

• Action item: Denise did some work on a sustainer application, but will continue to work on sustainer policies.

5. Board Recruitment/Job Description for Officers

• Decision: 2, 1 year positions, 4- 2 year positions are open.  Newly elected members can decide amongst themselves who will be serving 1 and 2 year positions.  After a manager is hired/trained/evaluated by BoD, there will be 2 Board members appointed from management.  After this election, all positions will be 2-year positions (starting in 2008). Board applicants should be encouraged/required to attend at least one Board meeting.
• Action item: BoD will make the current bylaws available to membership.  Marcus can help with that.
• Perhaps number of Board terms should be limited.  It was proposed that BoD compile all suggestions to Bylaws and Policy/Governance committee will put in the form of an addendum to be presented to the membership.
• Action item: all BoD should look at duties of board members.  Treasurer job description especially needs to be solidified for future board, as do other job descriptions.  All, give any feedback/additions.
• Action item: Both Regina and Martha need expectations laid out as Board liaisons for Marketing and Finance committee, respectively

6. Downtown OND Grocery Store Disc.

Action item: Regina will work with Sven in a call-out for developing focus group (consisting of current co-op members) to keep up with the developments.  Focus on the potential for expanding, possibly a second store.

7. Annual Meeting Follow-up

Meeting specifics:

• Mailer must be approved by the 31^st and postmarked by April 5^th
• Location: Henderson Towers from 1-5pm for the business part of the meeting. 1-2pm OND focus group, 2:30-5pm business:  board elections, bylaw matters, brief oral presentation of annual report, guest speaker (15 minutes)—Don Wells?, proposed vision for the co-op, update about GM recruitment, update on Proposal 3 and look at content for annual report.
• Open-house pot-luck at the Co-op, 5-until, to be planned and organized by Marketing committee.
• Offer member meeting attendees a discount to shop at the co-op.

Action items:

• Find a facilitator
• Email Regina within two Fridays from now with guest speaker suggestions.
• So that members can have their questions ready for each Board applicant, information about each applicant’s skills and why they are applying to be on the Board, along with their picture should be on the website. This information should also be provided with the Ballots.
• Boxes should be set up in the store for votes as well.  For in-store votes, staff will need the list of members and ask for each member’s identification before putting their ballot in the box. We need to ask 3-4 sustainers to count the votes and ballots.  All of this should be set up 2 weeks before the meeting.

Decision: We’re going to pay for this annual meeting and that will determine budget info for future annual meetings.

8. Strategic vision/ Business Plan Development

• Action item: Look to member survey for direction.  We will also have a session outside of a business meeting to discuss this topic.  We will decide on mediation time through email.

9. Follow-up to Conflict resolution Session: We should have a forum for ongoing disputes on a quarterly basis for endemic issues to be addressed.  The Board has not been able to address issues to the satisfaction of the membership during Board meetings.

10. Feedback to member input at Board meetings/Member Input:

Discussion with Marcus

• We need to have more avenues for members to communicate with the Board other than Board meetings

Action items:

• We will have a section of the website dedicated to board/member forum.  All responses to members will be collective responses from the Board.  These responses will also be posted in hard-copy form in a notebook at the co-op.  It should be attached to the wall so it doesn’t get lost.  Same for a notebook containing all the Board minutes.
• We will also accept questions through the suggestion box.  Someone will have to check it regularly.  We will also indicate the timeframe for responses, so members know how long to expect to wait to hear back from us.

·        Decision: Standard response for Board members when a member approaches you with a concern:  “It’s not that we’re ignoring you, but we will get back to you with a collective response.”

Action items:

• Clarify to the membership that during Board meetings, members may speak under related agenda issues.
• We will also provide a little more description under each board meeting agenda item when we post it to the membership.
• We should have a wish-list section in the newsletter.  At this time, add to the wish list that we’d like an enclosed box for a member center at the co-op.

11. Approval of last meeting’s minutes

Action items:

• Sven will give Sarah a minutes format. Sarah will post hard copies in the store after minutes are approved.
• Denise will print approved minutes up until now, minutes binder, attached to the café.
• Bylaws should be given to all members when they sign up.  It was proposed that we have a member directory, which would be a marketing project.  Also we will continue discussing improved information and packets for new members and possibly increasing the membership fee.

12. Set next meeting’s agenda, location, time

April 15^th, come with deliverables. 2:30-5:30pm.  Henderson Towers.

Agenda: Report back on Vision, solidify and delegating membership meeting agenda timelines etc, committee reports, brief review of member responses to inquiries, management tasks, GM recruitment, put on agenda if anything else comes up.