FA Board of Directors Meeting Agenda
February 19, 2008

 

Board Members present: Chris Bentley, Steve Albright, Dave Hockman-Wert, Toni Hoyman, Liz Kelly, Mark Reed, and Fred Heil
Board Members absent: None
Staff present: Michele Adams, Donna Kaiser, and Evelyn Hall
Board Advisor: Marcia Shaw
Consultants present: None
Owners present: William Hormann
Scribe: Kevin Oder
Handouts: From William Hormann

 

Board Advisor, Marcia Shaw, opened the Board meeting at 6:30pm
I          Owner Comment:  Owner William Holmann made a presentation to the board about the production of commodity chocolate and the abuses of the chocolate industry. Because of the practice of mixing all of the chocolate beans together, the beans aren't traceable back to their origin and are likely to contain at least some beans produced on the Ivory Coast using slave labor. Under the product selection guidelines, First Alternative shall not knowingly buy products that have poor labor practices. There are alternatives available in organic and fair trade produced chocolates. The US government has set a July 2008 deadline for the chocolate industry to address the labor abuses. Mr. Holmann is suggesting that the Coop should proactively address this issue and remove tainted chocolate products from the store.
· A handout with all of this information was provided to each board member.

II        Approval of Consent Agenda:

Remove the January Board minutes, Exec, and Policy Governance minutes
Motion 2-2008 (#1) Motion to adopt the consent agenda items as written including: approval of committee meeting minutes except for Executive & Policy Governance, calendar and timeline, approval of GM report, approval of new ORC member, and approval of Board letter to staff. Toni / Steve 7-0-0

III        Approval of Minutes:

Request that the minutes be amended to reflect that the votes not to accept Motion 1-2008 (#4) were by Fred and Toni.
Motion 2-2008 (#2) Motion to accept the January minutes as amended Fred / Toni 7-0-0

IV        Announcements and Affirmations:

· Chris covered the four different options to choose from if an agenda item runs over time.
· There will be owner appreciation awards at this year's owner meeting. Outreach coordinator, Rivka Weinsteiger would like to get nominations for owners that the board wants to recognize. Please forward these nominations to her.
· Christy Anderson Brekken has resigned from the board effective immediately.
· Reviewed the Thymes article rotation based on alphabetical order of board last name, subject to change due to trades by board members for any of a variety of reasons.

V        Board Calendar and Timeline

· March Policy Governance Meeting is scheduled for Sunday, March 9th at 8am at the Interzone coffee shop..

VI        Questions/Comments on Committee/Meeting Reports
Executive Committee:
· Request to include Toni's comment during the discussion on fiduciary training that she had concerns that this type training has never occurred with the board before.
· One of the choices for when an agenda topic run long were missing from the minutes. They should be: stop now, continue for a specific time, move to the end of the meeting, or put on next month's agenda.
Motion 2-2008 (#3) Motion to accept the Executive Committee minutes as amended Toni / Steve 7-0-0
Owner Relations Committee: no comments
Board Development Committee: no comments
Finance Committee: no comments
Policy Governance Committee:
· These minutes were to be discussed and voted on during the agenda item on the policy revisions, but that topic ended up being bumped from the agenda. These minutes will come back to the March meeting for acceptance.
VII  GM Growth Presentation
General Manager, Michele Adams made a presentation on possibilities for growth of the Co-op. The reason for this presentation is that the current level of growth at the North store indicates that this site will be overextended in a couple of years. She wants to begin looking at various options with the board and get the board's input. There are properties at the North store that may be available for the Co-op to purchase as well as other locations in Corvallis and Albany. Michele has contracted with Pete Davis to do an updated market study including a consideration for competition. The board gave input on which sites they would be most interested in getting feedback from Pete Davis.
· Differences between Albany (new business) and Corvallis (strengthening our business in Corvallis)
· What about moving the Deli in to the downtown location
· Concerns about expanding into an unknown market such as Albany. Would rather wait and see what happens with competition in Corvallis.
· What sets us apart, as we get closer to direct competition; we need to determine what makes that difference.
· Prefer the idea of filling existing niches that already exist as grocery stores. Like the idea of expanding at North. Not sure it's a good idea to buy property right now, even the North stores.
Took a straw poll of the board on the various potential sites for Pete to look into. The GM will take this feedback into consideration as she sets up the market study with Pete Davis, Michele will take this input and bring it back to another meeting
VIII       Owner Survey by OSU
· Chris has met with OSU professor, Denise Lach, sociology professor, and her class will be conducting an owner survey. Gave a status report to the board with details of what the survey will entail and the time frame. The class will begin on March 31st and end on June 2nd. Because of the timing of the class, this survey will not be included in the annual owner packet.
· Chris was able to find examples of good surveys done by other coops that she provided to Denise. She will also forward copies of these to the board
· As the board meetings are too far apart for such a short class, an adhoc committee was set up to work with the students on the survey. The committee will include Chris, Toni, and marketing manager, Donna Kaiser. Mark will see if any of the owners on the ORC committee want to participate. Chris will send more information to the adhoc committee when it gets closer to the beginning of the class term.
IX        Board Meeting with an Attorney
This is a proposal to conduct general board training on fiduciary responsibility to familiarize the board with their legal responsibilities as board members. The proposal is that training would not be a review of any specific coop practices, but rather an overview of what fiduciary responsibility is and how to apply it.

Motion 2008-2 (#4a) Move to authorize the BDC Chair to contact the Co-op's attorney and schedule a meeting with Board members to discuss how best to carry out its fiduciary responsibilities. Fred / Toni

Discussion:
· General support for the idea of this training.
· There were concerns raised, however, on the appropriateness of the wording in the background material from a board member regarding their employee, the general manager, as well as the apparent specific focus on employee issues surrounding the grievance policy.
· Some felt that there appeared to be a conflict of interest for the staff board member, while others felt that an interpretation of the bylaws in the area of conflict of interest would need to come from an attorney and not be based on each board member's personal interpretation of this legal term.
o Suggestion to broaden the scope of the discussion with an attorney to be able to include other items of concern such as the legal meaning of conflict of interest.
· Item to be decided:
o Who will contact the attorney
o What preparation will be needed
o When will the training occur?
· Suggestion that a preliminary conversation be held with the attorney to get his input on what questions he as, does he have experience in this area, and what preparation information would he need from the board. The planning for the training would then be based on this initial feedback from the attorney.

Fred / Toni accept a friendly amendment to broaden the potential scope of this training by removing the specific reference to fiduciary responsibility.

Motion 2008-2 (#4b) Move to authorize the BDC Chair to contact the Co-op's attorney and schedule a meeting with Board members. Fred / Toni

Fred calls the question as amended. Call fails 2-3-2

Discussion:
· After further discussion about whom the appropriate party would be to set up this training, it was decided that it's training, hopefully to become an annual event, and that therefore it would be the BDC. Due to concerns raised above, however, agreement to have board advisor and BDC member, Judy Forgey, be the party to arrange the training.
Fred / Toni accept a friendly amendment to replace BDC chair, with BDC member, Judy Forgey.

Motion 2008-2 (#4c) Motion that the board authorizes Board Development member, Judy Forgey, to contact the Coop's attorney for a conversation about training for the board to be scheduled ASAP. Fred / Toni 7-0-0
X      Board Advisor Code of Conduct
Proposal that a code of conduct for the board advisor position be written
Discussion:
· General agreement on this topic. The Board Advisor position description also could use updating with input from Marcia and Judy on their current roles. The code of conduct could be patterned after the board's own code of conduct. Suggestion to contact Mark Goehring for other coop's best practices as well.

Motion 2008-2 (#5) Motion to authorize the Board Development Committee to draft a Code of Conduct for the position of Board Advisor to be brought before the Board and voted on. Fred / Toni 7-0-0
XI        NCGA Board Training
The NCGA western corridor is holding a one-day regional board training/development event in Portland on April 19th. The Board already committed to the CBLD contract for 2008, which includes this training. The registration deadline is April 4th. Interested board members will need to decide by then if they wish to attend and get registered. Fred will take this information back to the BDC so that candidates can be invited to attend as well.


XII        Revised L's from PGC
Due to other meeting time constraints, this input will be collected via email. Board members will snd their comments to PGC chair, Liz Kelly by March 7th.

XIII        L2 Report
Discussion:
· When we're using data from the Cooperative Grocers' survey to compare ourselves to, do we know what ethical standards those other coops are using in setting their prices?
o Michele will look into this and email the board.
· Disagreement with the interpretation on #5. I thought it meant work done by professionals rather than the conduct of staff. I can see how that interpretation could come out of the wording but in this policy I would think that it would pertain to work provided to the coop.
o Chris will take this wording issue to the PGC.
· On #1, the interpretation, measures & data include reference to all coop staff and I read it clearly as pertaining to just the general manager, specifically. Data should include not just the policy but the specific assurance that the GM hasn't actually done anything against this policy. I would not be able to accept this policy point based on the interpretation and the supporting data.
· Some board members can see the wording as being potentially confusing; others find it clear as written.

Motion 2008-2 (#6) Move that the wording be taken up by the Policy Governance Committee Steve/ Liz. Steve withdraws the motion.

Motion 2008-2 (#7) Motion to accept the L2 report except for Item #1 Dave/Liz 6-0-1

Revised report on #1 will be resubmitted for board consideration at the next meeting.
XIV        L5 Report

Motion 2008-2 (#8a) Move to accept the L5 report Dave / Steve
· Discussed whether the data on "things outside the GM's control" is still applicable as the Board changed their level of involvement this year on specific outreach programs from specific line by line approval to just the level of overall Non-Operations as % of sales.
o Michele agrees to strike that wording.

Friendly amendment to accept the report with this edit accepted by Dave & Steve.

Motion 2008-2 (#8b) Motion to accept the L5 report as edited Dave / Steve 7-0-0
XV        G's
Due to other meeting time constraints, this input will be collected via email.
XVI        Study Topics
· At the retreat, we identified the topics but not how they would be approached, what the stages would be. First is framing the work that would be important in each of the questions and focus how we're going to do this to benefit the coop. What sets us apart could be coordinated in part with the owner survey. Trigger points for growth could be coordinated with the GM in conjunction with the presentation on growth,
· Each group will submit an outline on the essential questions on their topic to the Executive Committee and then be prepared to make a 10-minute presentation at the March board meeting.
Meeting Adjourned: 9:30pm