Minutes-- BoD Retreat 02.11.07
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 25th, 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 31st
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
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