Durham Food Coop – Board of Directors Business Meeting

Sunday, July 15, 2007

Location:  510 Eastway Ave.

Opened:            4:30 PM

Closed:           6:30 PM

 

Board members present: Regina Dyson, Jonathan Blackwell, Katherine Nilbrink, Jeane Bross, Martha Moore, Sarah Bish

Board members absent: Denise VanDeCruze, Sven Rinke

Members present: Tom Roche, Julia Reddy

Management Consultant Present:  Stuart Bagwell

Others present:  Representative from Pless Pless and Stephens:  Mark D. Stephens, CPA, CFE

Documents presented: Cash Flow, Profit and Loss, Profit and Loss by Class, Long Term Balance Sheet

 

Agenda:

1. Audit guest

2. Committee updates

3. Store update:

-operations/facilities: stuart

-personnel update, communications: sarah (evaluations)

-management matters

-inventory

4. GM update: Regina

5. Sustainer update: Sarah

6. Finance: Stuart Report, banking update, vendor accounts, pursuit of loans, fundraising event

7. Newsletter

8. Updating incorporation status (501c3 discussion)

9. Governance: establish length of BoD terms

10. Co-op advisory committee

11. Quality Of Life dynamics update and Old North Durham update

 

Meeting Opened at 4:30pm

 

1. Audit Guest

• Decision— Investigate the need and feasibility of an external paid audit in January 2008 after we have fully investigated our internal controls and have reliable information to make the most of an audit.

 

2. Committee updates— postponed to email.

• Action items:  All BoD members will update the BoD via email with committee updates (if they haven’t already) and outline specific needs from BoD as far as decisions and anything needed from the Board which is keeping them from accomplishing tasks.

 

3. Store update

a. operations/facilities: stuart

• Reminder: Stuart withdrawing from controller August 6^th.  Jeane training for position.  Both writing a SOP for position.
• Action items:

-BoD needs to go through culturally valuable boxes in the office, clean up, file and put away. No date set.

-3 refrigerators in the back time to decide are they good or bad. Fix it or get it out.  No action plan set, but Jeane will give input as far as where old fridges will go, not to landfill.

 

b. personnel update, communications: sarah (evaluations)—postponed

c. management matters—postponed/covered in other discussion

d. inventory

 

4. GM update: Regina -postponed to email

 

5. Sustainer update: Sarah- postponed to email

 

6. Finance: Stuart Report, banking update, vendor accounts, pursuit of loans, fundraising event

• Action item:

-Need to get data in computer and make it actionable information.  No deadline or person assigned.

 

• We should do everything to generate cash in the sales.  Make the sales go up first and then start evaluating the margins.
• We need to manage off of manage cash off of reports of actual cash flow on our balance sheets, not Profit and Loss statements.
• We should spend 2-6% of profits on marketing once we fill the shelves with products in our core competencies and mission.
• Action items:

-Stuart will look into Coconerds for POS system feedback, as recommended by Tom Roche.

-We need to figure out what the Fair Share Loan is.  Not assigned.

-Martha will look in office for any old Sales records.  They are missing.

- Jonathan, Sarah, Jeane will be credit references for vendors and will give information to Stuart

-Finance committee will make sure Regina knows when committee meetings are.  Finance committee will work with Regina to flesh out a strategy for building loan-type relationships.

-Sarah, Regina and Martha will schedule a time to go to Coastal to switch over signature responsibility.

-Martha will look at Merchandise-based retail grant.

-Regina will call Dan Reed about attorney services.  Dan Ellison will be contacted if Dan Reed is not our attorney.

 

 

7. Newsletter

• Action item: Jonathan will send out email with instructions on how to post to the blog for newsletter/website.

 

8. Updating incorporation status (501c3 discussion)—postponed

 

9. Governance: establish length of BoD terms

• Decision: Officers will hold the 2-year terms, others will hold 1-year terms.  This means 2-year terms will be held by: Denise, Regina, Jeane and Sarah.  And 1-year terms will be held by: Jonathan, Katherine, Martha and Sven

 

10. Co-op advisory committee—postponed

 

11. Quality Of Life dynamics update and Old North Durham update

Action items: Jeane will do QoL meeting, Stuart will do OND meeting.  They will give us updates on those meetings.

 

Other discussion near end of meeting, off agenda:

• Action items:

-         Before making commitments (e.g. committing to DFC presence/support for event, scheduling sustainers), post dfcboard@yahoogroups.com or contact the
board liaison for the relevant committee directly.  Ie. sustainer commitments go to Sarah.

-         In general, use Board Yahoo Group calendar, esp. for any committee work.

-         Everyone should cc Stuart with board-related email until he's added to dfcboard.

-         We need to know what online groups we have and who admins each group.

 

Other information/reminders:

New phone#: Martha= (removed for privacy)

Stuart’s cell number= (removed for privacy)

Tom Roche’s contact information: <Tom_Roche@pobox.com>, (phone # removed for privacy)

 

 

 

Meeting closed: 6:30pm