I          Owner Comment: 

· Nancy and I (Max) are both owners and staff here at the Co-op. We have brought something that we would like to handout. We would like to congratulate the new board and also present them with a proposal to draft cooperative workplace guidelines analogous to the product guidelines that currently exist.
· I want to focus on what makes a cooperative workplace. When operating a co-op, we need our actions to be consistent with an established social vision. So far, that vision has not been established.
· Tonight we have several requests of the board: to educate yourself on cooperative workplace issues, to show independent leadership in shaping the cooperative workplace guidelines, to engage owners in the discussion of a cooperative workplace, and to draft cooperative workplace guidelines.

II        Approval of Consent Agenda:

Motion 5-2007 (#1) Motion to adopt the consent agenda items as written including: approval of April Board meeting minutes, approval of May Board agenda, approval of committee meeting minutes except policy governance, calendar and timeline, approval of committee and officer nominations, and approval of GM report. Steve / Mark 7-0-0.

Request to remove the policy governance minutes.

III        Approval of Minutes:

· No comments

IV        Announcements and Affirmations:

· The task calendar that was handed out was something that we asked Josh to come up with. The three items that are on the calendar are the Thymes article, which rotates by last name, the 'Chat with the Board', and the G reports.
o This calendar is supposed to be spread out so that no one has assignments in consecutive months.
· Already we have a change to make. Toni is absent from the meeting so Liz will trade with her.
· The owner meeting is scheduled for May 22nd. It will feature the short movie 'The True Cost of Food' followed by discussions from Donna, Kevin, and Michele.
o There will be dessert from the kitchen. There are about twenty RSVPs so far.
o I would suggest that the video be shown last just in case people find it obnoxious.

VI        Questions/Comments on Committee/Meeting Reports
Board Development Committee:

· I wanted to note that Policy Governance was not on the committee page.
o The scribe will add it.

Executive minutes: No questions
Finance minutes: No questions
Owner Relations: No questions
Policy Governance:

· Toward the bottom on page 28, the Board decided that biannual surveys gave the staff more time to fix problems that arose. I could not remember any Board meeting where this occurred. I went through past minutes and could only find one reference in Executive session where it stated that we had tentatively decided to go to a biannual report.
o I think we need to make the distinction of whether this is our external report or just something that the GM does internally.
o I don't think that we are taking ownership of the survey, and personally, I want an annual external survey. I am not comfortable with the
· I found one mention in the L-1 review that stated that the recommendation from Provender.
· I agree with Dave. We do not own that report and we should. My only reservation is that this will take a large amount of work. I do not want us to go into this naively, however I think that we do need to make efforts to make this our report.
o I do want to leave open the question to make this annual or biannual until we have actually tried to conduct one of these reports. There is a certain amount of time lag issues and also employee apathy, if we bombard them with surveys. Employees will not respond if you do not show them what actions you are taking in response to the report.
o This will also cost us some money.
· I remember that the Board asked that the report, which was conducted in-house, be conducted externally. However, I do not believe there were any restrictions placed on how this report was conducted. It may be good to add an item just like the L-5 external audit, so that it is on the M-4 schedule.
· It may be good to avoid getting too concrete until we have a better idea of what we are getting ourselves into.
· I think that the discussion on whether to make it annual or not needs to happen, however, it needs to be clear that we never approved the biannual format.
· I think that before any time line discussion occurs we need to discuss why we are conducting this survey. This discussion will directly inform how often and how we conduct the survey.
o Also, the HR audit that we are discussing may be a better means for accomplishing the goals that of the staff survey.
· Part of why this snowballed was the restructuring of the L reports. There was a larger time gap than normal due to the shift in when the reports occurred.
· What the Board really has responsibility for is external audits. I would encourage the Board to keep their language as broad as possible so that an external audit could also include any surveys that may be requested.
o This should be dealt with quickly or it will be pushed out even further.
o This could be done in conjunction with the L-1 discussion at the June meeting.
§ Perhaps before any discussion occurs, the Board should contact the HR manager to get a sense of history.
Motion to accept the policy governance committee minutes. Dave / Mark 6-0-0.

VIII       GM Vision and Mission Report

· Basically, when reading these reports, we are looking to see that there is a reasonable interpretation, that it can be measured, and that the data either confirms compliance or sets a schedule for compliance to be met.
· When I was reading through the section about honoring our traditions and building upon our potential. It seems that a lot of the items included in this section are actually ends type statements with very specific growth descriptions.
o Michele is very ambitious and it is important for us to keep pace or even keep ahead of our GM. These items should be viewed more as Michele's personal visions of our progress rather than any firm decisions.
o Remember that we have asked for her to lie out a vision. I believe we can read this report as just that.

IX        L-5 Financial Condition

· Every five years we do a full audit. This was last year so there will not be another one for a while. In the off years there is a much simpler review, which is what we have here.
o We did not include copies of the report with the packet, but copies are available through Kevin if anyone would like one.
Motion to accept Spectrum CPA Group's review of First Alternative's 2006 financial statements as the external monitoring report of Limitations Policy L-5. Steve / Mark 7-0-0.
· I would like to make a correction on page 43. The data on item one says cost of goods but should read margin.
o The change has been noted and made.
· I wanted to say that I appreciated the definitions and examples. If you are not a finance person, the language can be quite difficult to decipher.
· The graph on debt to equity was also a nice visual representation of the progress over the years.
· Overall, the report was good. I liked the detail.
Motion to accept the L-5 internal report. Steve / Steve 7-0-0.
· Before we talked about the discussion of patronage dividends and the legalities surrounding 'necessary business expenses'. When will we talk about this?
o I believe that this information will come to the Board in June. In addition, there is a seminar at CCMA, and while a summary will not be in the packet, we will be able to add that information into our discussion.

X      Review L-5

· No comments.

XI        Preview L-6

· This will be reported on next meeting.
· Currently, we have been under contract with CBLD, which provides us with eighteen hours of monthly training. The GM uses some of this time, but the bulk is used by the Board, in the form of a phone conversation with Mark Goerhing, that takes place just before the exec meeting.
o Mark commented that he was not sure why we preview each policy. In effect we are doubling our work.
o I can shed some light on the origin of this preview. Initially, many of the policies were a bit sloppy and the method in which we reviewed them was very loose. This step was designed to give the Board a chance to direct how Michele would interpret the policy.
o Now that we are moving more to strict policy governance, the Board only has to determine whether the GM's interpretation is reasonable.
o It may not be necessary for us to have this agenda item, as Mark Goehring has suggested, however, due to the flux of our market, this opportunity to preview the policy does give us the chance to respond to any items that may arise.
o In response, these reports are supposed to be based upon data that has been gathered over a year. It may be very difficult to answer questions that come up a month before the report is written.
o Due to our growth, the anecdotal evidence that used be sufficient no longer fits our policy governance model.
o Mark Goehring, at the CBLD Training, mentioned that all data in these limitation reports should be graphable.
o Carver mentions that it is better to measure the right stuff crudely than the wrong stuff precisely.
· I was curious if Michele had communicated on how she would answer item four. Should we expect an additional report addressing this item, specifically growth?
o She has not communicated specific instructions on this item.
o I think we have had difficulties with this item in the past. I believe that this item gives the latitude for verbal information and general discussion rather than reports within a three-month timeframe.

XII        Assignment Tracker

· This is something that I put together that may help us organize the tasks that arise during the meetings. Often we do not remember these things until the packet comes out. This will give us a schedule that comes out right after the meeting.
o Could this also include when committees need to submit agenda items and minutes.
o I would also recommend that we include the items from the exec meeting.
Motion to adopt the system of assignment tracking for a period of three months. Steve / Dave
· Tracking for a period of three months? Is that the time frame of the document or the duration of the trial?
o That is just the trial period.
Motion accepted 7-0-0

XIV       Review of CBLD Training

· It was the idea of Mark Goehring to ask the people who attended to share what they actually got out of the training, which things are applicable, and what we should keep in front of us.
· I was thinking that we could just go around the table and share pertinent items.
o Perhaps we could focus on one session at a time.
o We will start with Mark Goehring's Policy Governance 101 session.
· I really didn't get a lot of substantive information from 101. Even with only one year's experience I found much of the information to be fairly elementary. The real value was in networking opportunities. It was refreshing to hear from other co-ops and realize that many of them are going through the same sort of issues that we are.
o I am not sure that this training session was worth what we paid for it. I am withholding judgment as I have not heard
· Having been on another Board, I felt that the session was too basic. Not having any context to apply to the information I heard, I found that it was kind of a wash.
· I was a little disappointed. I had routinely heard that items would be addressed at the training and they were not. I thought that the focus would be more on policy governance and it really wasn't.
o The one thing that was valuable was the lunch table meeting. I was at a table discussing what you would expect from a Board support network. They talked about list-serves and the possibility of having a NCGA employee maintain some kind of information network.
o I think the need is not necessarily in developing new tools, but having more Board members use the existing tools.
o I kept comparing the training to CCMA and I felt that CCMA was much more valuable.
· The Legos were actually a really effective way of demonstrating financials. Other than that, I thought it was a bit of a waste.
o I thought that Provender had much better seminars and networking opportunities.
· In the second session, I wrote down that no concept struck me as being any more important than another.
o I felt that the most important time spent on the trip was on the van rides to and from the training.
o I was concerned with making sure that other co-ops were not doing things differently than us. I did get a name of someone who could conduct an HR audit for us, an issue that has come up from staff and the revision of the L-1 policy.
o I felt that they stressed keeping a open and honest relationship with your GM, which
· I like systematized though and process, and I thought that the measures of IQ, SQ, and EQ were valuable pieces of information.
o Also, when dealing with ongoing GM and staff issues, the trainer said that
o At the end of each meeting, spend time reviewing the meeting on process, seeing if there are places where
o I agree that the time in the van and the time talking to other co-ops was the best part.
· Would it be agreeable if we spent a little time at the end of next meeting reviewing
o I will say that if you are going to do this, pay attention to process. Otherwise everyone will say it was okay and nothing substantial will be said.
· One thing I want to reiterate from our last meeting; we have chosen two larger, ongoing items on our agenda, to focus on for the upcoming year. These items are patronage dividends and crafting End statements.
o The patronage discussion will begin next month. The Ends discussion has been ongoing since our retreat last year. We are hoping to craft something
· We are trying to spend more time on the big issues and reduce the amount of time that we spend on simple monthly tasks. We should be able to carve out an hour at our next meeting.