Durham Food Coop – Board of Directors Business Meeting

Day two of Board Retreat

Sunday, February 11

Opened:         10:04 AM

Closed:           2:30  PM

 

Attending:  Sven (E), Denise (E), Sarah (A), Regina (A)

Absent:  Martha (E)

 

Facilitator:  Sam Hummel

 

Minutes:  Regina Dyson

 

10:04 –  10:24

Review/organize agenda items for strategic planning, implementation, and decision-making

Includes Executive Session – Personnel, Finance

 

Business Meeting – Agenda

1.  Financial Review (25 minutes)

Current, background, hiring capacity, liability (loan repayment) review

 

2.  Management – roles/responsibilities (30/30)

Sustainer Roles

Staff/Evaluations

Responsibilities & Authority

Recruitment & Compensation

 

3.  Board (25 minutes)

Policies/Governance

Election of Officers

Books

 

4.  Committee Work (40)

Reinstatement of chartered committees

Policies

Governance

 

5.  Membership (as needed)

Linkage

Annual Meeting

By Laws/Articles of Inc.

 

Next Meeting:  Sunday, February 25^th, 5p – Location to be determined

• Denise will check availability of the CDS or the Emily K. Life Center for meeting space & time

1.  Financial Reporting (Sven)

Handouts:

1.       Coop Debt Evolution/Repayment Schedule – on file

2.      Coop Sales vs Payroll

3.      DFC Summary of Payment Plans

Reporting/points of discussion:

v     Issues w/QuickBooks – entry standards, esp long term liability – Denise has worked with Sustainers to correct past entries and manage ongoing recording

v     Debt timeline -- burden of debt eases as of May, which will provide capacity for payroll increase

v     Sales Tax/Federal Deposit – payment plan in place; 2005 annual taxes still unfilled; Martha, as Finance Committee Chair and Treasurer, has not completed this task

v     United (vendor) loan unreconciled

v     Sven & Denise made a ($3K) loan that has not been set up on repayment plan

Action Items:

• Actual Expense/Income Monthly – 3Q06, 4Q06 & 1Q07 (Denise will format & deliver)
• Accountability/Enforcement Financial Management
• Business Plan – defining strategy (next BoD meeting); contact Ruffin Slater for consult (Regina)
• Compile reference materials – Duke Report, submitted proposal, other useful materials to aid the BoD in developing a strategic plan (Sven, Wed 2/14)
• Reclaim the related documents from Martha as a BoD directive and centralized by Tu, 2/20 (Regina will contact Martha verbally/written)
• Recommendations for CPA services compiled for review at next BoD meeting
• Propose repayment plan for S&D loan & confirm agreement in next BoD meeting
• Independent Audit – identify, quotes (Regina, next mtg)
• Annual Report – Denise will craft for Board review & approval

 

 

2.  Management

Denise, by default, has functioned in GM capacity; Sven & Denise want to redirect the accountability & fulfillment of tasks more broadly and effectively in interim til GM is hired/trained; essential to centralize of all DFC business to physical coop in order to more efficiently manage related legal and operational matters; review of Interim GM Job Description to identify those tasks delegated to Denise, other BoD members & sustainers in the interim

 

v     Financial -- Reporting

• Data entry – currently, five folks doing entry as needed
• Sales Receipts/Deposits – Sandy is assisting;  recommended that she assume the weekly deposits as well; Denise will contact & followup w/Regina to confirm
• Accounts Payable/Receivables – Carolyn is being trained to assume in entirety
• Payrolls, Taxes, Loans, Vendor Debt – Denise (check signage Martha)
• Signature for Bank account – currently, Martha & Brian (??)

v     Staff

·        Evaluations – in progress; Evaluations have been delivered and completed; reviews are in progress; three remaining as of meeting

·        Re Brian:

• Concern with fulfillment of employee/staff expectations & responsibilities per the evaluation and personnel policy

ü      Board Decision:  BoD confirms that the Evaluation Committee is empowered to outline and administer the Evaluation goals & objectives in accordance with the Personnel Policy and Operational

 

• Staff BoD representation

ü      Board Decision:  re– staff will not be active as voting BoD member, but may attend BoD meetings to present/report as requested and compensated as staff time;  long term issue will be addressed after Annual Meeting BoD election and review of By Laws

 

v     Sustainer Roles – concerns re appropriate activity and access during “sustainer” work in store; how to construct standards of work, communication, and behavior that preserves the professional and operational integrity of the coop

Action: 

o       Denise will craft the sustainer policies and expectations, including scheduling and coordinating of trainees

o       Statement:  in case of voluntary fulfillment of management responsibilities, the designated person must be qualified and temporary assigned, functioning under specified limitations in accordance with the coop policies and procedures

 

v     Responsibilities & Authority – significant issues impacting interim/transition management & reconciliation

ü      BoD Decision:  In house coop operational matters are under Denise’s purview and are to be reported out at Board meetings as matters of legal and financial accountability dictate.

o       Regina will craft BoD statement to this effect to include all relevant decisions/actions which need to be conveyed to staff, sustainers, and other Board member matters (outlined below)

ü      Board Decision:

o       Insurance & Tax documentation is centralized at the Coop and delivered to coop by Tu, 2/20 (currently, addressed to Martha’s home residence)

o       Conduct Inventory -- redelegated to collective – Sven will contact Libby to propose her facilitation; Sarah will Staffing the inventory; BoD is expected to assist with manual process: completed March 31^st 

o       Bank signature will be modified – to be determined at next meeting

o       Costco membership will be reassigned – further discussion at next meeting

 

v     Compensation & Recruitment  TBD at next BoD

o       Form/announce Hiring Committee for GM recruitment

o       proposed Sarah, Regina, one appointed DFC member, and Peg Nolan

o       Review current GM description & develop permanent hire description – Sven/Committee

 

3.  Board Development

v     Policies – Code of Ethics needs to be approved by BoD

o       Action:  BoD to review and confirm by signature at next meeting

o       Announce BoD application with CE

v     Election of Officers

ü      Board Decision: dissolve officer capacities, election of active officers after 2007 Annual meeting

o       Action: BoD develops job descriptions for officers – Sven will initiate email of resources

v     Books

o       Action:  Sven and Regina will work together the develop and infuse with recent record of minutes & decisions, Board related materials; develop a proposed Board orientation framework – deliver 3/31

v     Communication

ü      BoD Decision:  Active distribution of information of Board to Board communication – elec & hardcopy digest produced, in sealed envelope placed in Board box (agreed by full BoD, 2/10)

v     Representation

ü      Board Decision:  due to vagueness and overlapping nature of the AOI, By Laws (on hand), and NC Labor laws, the present elected/appointed Members (non staff) BoD determines to pause staff representation (and implied vote) until further legal obligation can be clearly defined and installed; staff will assigned paid time/dates to report out to the BoD as needed & are welcome to open Board meetings as members

v     Board Recruitment

• proposed/agreed, each current elected/nominated will recommend 1-2 prospective Board members, collect completed Board applications and deliver to adhoc recruitment committee

ü      call for applications upon approval of BoD Code of Ethics which will be provided with the application

• call for application posted following the BoD meeting

v     Governance

ü      Board Decision:  as “working” BoD, proposed to develop/install interim governance standard (60 days/post Annual Meeting) ideally consistent with current By Laws; BoD will review and submit recommendations and determine standards of operation at next BoD meeting

 

4.  Committee Work

v     Reinstatement of chartered committees

ü      Board Decision:  Standing Committees will continue to be inactive until installation of committee charters which will serve as framework for Committee policy including governance, is developed and approved by BoD;

ü      Board Decision:  in interim, Adhoc committees will be established by the BoD to address transition management, operations, member relations, community outreach, in fulfillment of the By Laws and will included elected/appointed Sustainer/Member representation

o       Adhoc – Hiring, Board Recruitment, Board Support, Annual Meeting

o       Action:  Sven will craft charters for standing committees which includes code of conduct, appointment, expectations, and accountability; drafts delivered next BoD meeting

 

5.  Membership

While BoD develops & implements as needed in transition/interim phase, all acknowledge importance/significance of member input/feedback with consideration to coop’s mission/vision and social commitment.

 

v     Linkage – survey; invite to submit article content; provide resource info to prepare for Annual meeting

v     Open Meetings

ü      Decision:  set open member comment period for beginning of meetings, 15 minutes; signup day of meeting, 2 minutes each; Newsletter – next meeting date, agenda, framework for member comment

o       Action: Will announce in newsletter for upcoming meetings

 

v     Annual Meeting – FYI: announce 20 days before, April 10

o       Action:  planning as agenda item for next meeting including sustainers to serve on a adhoc committee

 

v     By Laws/Articles of Inc.

o       Action: next BoD agenda meeting; issues, how, why, when

o       Action: Dan Reed – needs to be confirmed as registered agent – Regina will redirect related document to Coop

 

v     Food Policy/Mission  –  Survey to be conducted and reported on at Annual Meeting

o       Craft survey, fwd questions to Sam for formatting/compilation

o       Regina will ask WSM/Christy for recommendations & formats

o       Sam will facilitate the survey to membership & deliver analysis for reporting to BoD/Membership

o       Denise will research Food Policy

	Taken/Submitted for Approval:  Regina Dyson  _____         Date:  2/14/2007 Reviewed/Approved: Sven Renke  ____                    Date: _____ Denise Van de Cruz   ____       Date: _____ Sarah Bish ____                       Date: _____ Received: Martha Moore _____  Date: _____ Filed:  __________________             Date: _____