Durham Food Coop – Board of Directors Business Meeting

Sunday, March 11, 2007

Location:  JJ Henderson Towers, Duke St.

Opened:            2:00 PM

Closed:            6:30 PM

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

Staff members present: Havalah Backus

Members present: Jeanne Bross, Sarah Palmer, Sandy ?, Katherine Nilbrinck, Mignon Keaton, Wells Eddleman, John Tompson (is Martha’s friend from Henderson towers a member?)

Official Agenda:

1. Approval of last meeting’s minutes (5)

2. Member comments (10)

3. Conflict Resolution Planning (5)

4. Audit/Taxes (5)

5. Committee Updates: Finance (15), Marketing (5)

6. Staff report (15)

7. Facilities update (5)

8. Committee Charters: Finance, Policy/Governance, Membership/Marketing (15), sustainer Policy (5), Hiring handbook (5)

9. General Manager Recruitment (15)

10. Board governance/Bylaws (15)

11. Annual meeting (15)

1. Approval of minutes:

• Action item: Sarah and Sven will work on publishing minutes on the bulletin board in the store, and on the website.

2. Member comments

3. Planning Conflict Resolution:

• Action item: The Board will create a grievance policy.  Plans and dates for that will be set after the conflict resolution.

4. Audit/taxes (5)

• Action item: See what parts of audit/taxes job we can do ourselves with our Finance Committee. See if objective outside help can create a to-do lists for us to help cut back the costs.
• Action Item: Martha and Financial Committee will file for 2006 extension.

5. Committee Updates:

Financial Committee (15)

Action items:

• Financial committee needs inventory 2003-06.
• Martha knows where 2004 tax returns are in filing cabinet.  Financial committee will get that info from her.
• Mignon will develop a detailed 2006 actuals of what was spent to get a clearer sense of how to go forward in 2007 with the budget.

• Inventory for first quarter 2007 will be organized as soon as possible.  Havalah will ask staff 6-until pm, Saturday, March 31^st and get staff to hand out fliers to members. Sarah will send Havalah a reminder.
• All should plan to try to build up money because summer time is usually slow.

• Get the receipt to Mignon from BB&T for the refunded fees. (not assigned)
• staff/management need to know that refunds are not working at the register, cash out is not being done properly. Vouchers are not being done properly. This needs to be corrected.

Marketing Committee (5):

• Decision: Sven will be transitioning out of Board representative position on Marketing Committee, Regina will be transitioning into that position.

6.  Staff report (15+)

• Action item:  Board will respond to the following staff requests by next board meeting: a. Staff would like board minutes to be available and staff will bring staff meeting minutes to board meetings.  b. Staff is requesting paid time and a half or special pay for reporting to board meetings.  c. staff would like 30 minute private staff meetings as paid time, without board management present along with the required meetings with Board management present.
• Decision/Action item: The Board agreed to a mediation re: Brian Walker’s hours, and that no decision about his hours would be made until the mediation, which will happen as soon as possible.

7. Facilities update (5)

• Decision: A technically skilled sustainer will be designated to Martha to know passwords and be trained on how to troubleshoot with computers and internet service.  Martha will be able to coordinate with this person within the week if one becomes available. (no one was assigned the task of finding this sustainer).
• Action item: Martha will look into solar water heaters and grants for that.

8. Committee charters: Finance, Policy/Governance, Membership/Marketing (15), Sustainer Policy (5), Hiring handbook (5)

Action items:

• by Friday, give approval/revisions for policy/governance, finance, membership/marketing.  Charters will be sent out via email.  Charters should include statements that they are update-able and ever-changing as Board approves changes.

• Martha will have approved old minutes by Friday.

• Board will appoint a Board member to the Finance Committee, perhaps we will be able to do this by Friday.

Decision:  When we edit over email, we will refer to original document.  Each board member will show their changes in a different color.

9. General Manager Recruitment (15) --postponed

10. Board governance/Bylaws (15) --postponed

11. Annual meeting (15)

• Decision: The date is set for April 29^th, 2pm.  Location not fully decided.

Action items:

• Board members should review big board book section on Annual Meetings.
• Marketing committee will get someone to play music.

• Denise will generate an annual report and will refer to last year’s annual report as well. Newsletter 2-4 pages.  The report will overview what we’ve done this last year and will contain a financial report including some financial information from previous 3 years.  Denise will send out the outline of this annual report over email.
• Sven will send content for inserts for mailing.  Sarah will design a postcard.  Sven and marketing committee will print, stamp, and send out insert and postcard.

• All board members should propose agenda for annual meeting including timelines by the next board meeting via email.
• (not assigned) define costs for annual meeting, including: mailing costs, facilitator costs, other costs.
• By the next board meeting we should have 3 solid recommendations for a facilitator for the annual meeting.
• Make sure we announce Board positions in all info sent out to membership regarding the annual meeting: 6 members up for re-election.  Specify which positions are 1 year and 2 year appointments.  This should be posted in the store, too.
• Final Draft of everything for Annual Meeting Due: March 31^st.  Everything will be approved by April 7^th, postmarked by the 8^th (to go out on the 9^th) .

Agenda items not addressed:

*board response to stuff that comes to us

*solidify our bylaw proposals for the membership to vote on at annual meeting.

*Question presented: Do we want to propose bylaw changes at annual meeting?

Next Board meeting: Henderson Towers, Sunday, March 25, 2pm.  Agenda was not set.