Durham Food Coop – Annual Membership Business Meeting

Sunday, April 29, 2007

Location:  JJ Henderson Towers, Duke St.

Opened:            2:00 PM

Closed:           5:15 PM

Members Present:

Board Members Present:  Regina Dyson, Denise VanDeCruze, Sven Rinke, Sarah Bish

Board Members Absent: Martha Moore

Board Nominees Present: Katherine Nilbrink, Sarah Bish, Regina Dyson, Jeane Bross, Jonathan Blackwell, Wells Eddelman

**Documents Presented:  Annual Report, Bylaw Revision Proposal, Statement by James Williford and Steven Matherly.

Agenda:

Old North Durham Focus Group (pre-meeting discussion session) 1-2pm
1.  Arrive and Settle (2-2:15)

2. Intro of Facilitators and Meeting Guidelines (2:15-2:30)
3. Welcome and Review of Agenda (2:30-2:40)
4. Summary of Annual Report, Summary of board responses (2:40-2:55)
5. Panel style Q&A with Board re: Annual Report (2:55-3:10)
6. Panel style Q&A with Board Nominees (3:10-3:45)
7. Presentation of Bylaws Revision Proposal (3:45-4:00)
8. Q&A re: Bylaws (4:00-4:15)
9. Board Elections (4:15-4:30)
10. Count Ballots, Discuss Ideas and Hopes for the Future during count (4:30-5:00)

1. Arrive and Settle
2. Intro of Facilitators: Sam Hummel and Chris ?
   
   • Decision: Follow agenda, raise your hand to speak, use non-violent language, no interruptions except by facilitator for purposes of staying on the agenda, be concise (2 min max), use I-statements, no threats, speak to the membership not to individuals, facilitators will call on people who haven’t had a chance to speak on each topic (not necessarily first hand up gets floor)**
3. Welcome and Review of Agenda

·        Decision: The motion by Steven Matherly to vote on voting to remove Sven Rinke and Denise VanDeCruze from the BoD will be addressed in the agenda, before Board Elections (item 9).

4. Summary of Annual Report
5. Panel style Q&A with Board re: Annual Report
6. Panel style Q&A with Board Nominees
7. Presentation of Bylaws Revision Proposal
8. Q&A re: Bylaws
9. **Board Elections

Election Results/Decision:

Ballot Proceedings

Two Finance Committee members, Sandy & Mignon, agreed to function as ballot counters, along with a randomly selected member, (begins with a P).  Sandy could stay until 5, so an alternate had to be selected to replace her... can't recall at the moment (very tired) and can't decipher the signatures.  Mignon has actual ballots.

Data

Member List reflects 88 ballots distributed.  67 ballots returned... rough estimation, of 338 memberships in good standing = 19%

Of 67 ballots received as of the time of count at the Annual Meeting, the following is the collective for each candidate (% represents greatest count/total ballots received):

Sarah  55/54/54/54/55/54   85%

Johnathan  59/63/58/60/59/59   94%

Jeane  55/55/54/55/54/54   82%

Regina  55/50/54/56/54/54   83.5%

Wells  18/16/18/19//18/18   28%

Martha 57/60/57/59/55/57   89.5%

Katherine  59/62/59/60/58/59  92.5%

ByLaws: 

Yes  62/54/52/51/53  92.5%

No  8/8/9/9/10   14.9%

Outcome

Elected to Board of Directors:

Sarah, Jonathan, Jeane, Regina, Martha, Katherine

ByLaws Revision accepted

• Action item:  Board will put finalizing external Audit schedule on the agenda for next Board Business meeting.  It will provide information to the Membership as to the outcome in Board Meeting Minutes.  It was recommended that external audits happen yearly, or at very least, every three years.
• Decision: The membership voted on voting on the motion by Steven Matherly to remove Sven and Denise from the Board.  The motion was seconded by Denise VanDeCruze.  The membership voted 0 (for removal)- 26 (against removal)- 1 (abstained).
• Decision:  Newly elected Board will re-visit and propose to clarify within the Bylaws the issue of Board members acting as interim management, and what the parameters for that will be, esp. as it relates to voting rights and circumstances in which that is allowed.

10. Count Ballots, Discuss Ideas and Hopes for the Future during count