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First Alternative Board of Directors
Meeting Minutes Tuesday, January 17, 2006 |
| Board Members present: | Joanne McLennan, Colin King, Max Jones, Steve Albright, Toni Hoyman, Dave Hockman-Wert, Esther McEvoy, and Chris Bentley |
| Board Members absent: | Margaret Jack |
| Staff present: | Michele Adams |
| Board Advisor: | Marcia Shaw |
| Consultants present: | None |
| Owners present: | Liz Kelly & Mark Reed |
| Scribe: | Kevin Oder |
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I Owner Comment:
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| II Approval of Consent
Agenda: Request to remove the Board, Exec, & Finance Committee minutes from the consent agenda. Motion 01-2006 (#1) Motion to adopt the consent agenda with the above
omissions: approval of January Board agenda, approval of committee meeting
minutes except for Exec & Finance, and approval of GM report. M/S
Colin/Chris Motion passed 7-0-0 |
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III Approval of Minutes: Motion 01-2006 (#2) Motion to approve the December Board, Executive Committee, & Finance Committee Minutes with the noted corrections. M/S Colin/Steve Motion passed 7-0-0 |
| IV Announcements
and Affirmations: · Joanne received a nice note from an owner who attended the last Board / Owner Dinner. · Saw Sandie at the North Store shopping and she sends best regards to everyone. · There is an interesting article in the last Cooperative Grocers about expansions & remodels that is worthwhile reading. · Chris has to attend a planning commission meeting and may miss the first portion of the February Board meeting. |
| V Board Calendar and
Timeline · No comments |
| VI Questions/Comments
on Committee/Meeting Reports Board Development Committee: No questions Executive minutes: Date at the top is incorrect, should be dated January 10, 2006 Finance minutes: Page 15 - remove the 2nd subtitle Review of full draft budget (repeat). Remove the sentence fragments Calendar Committee: No questions Owner Relations: No questions |
| VII Questions or Comments:
Monitoring reports submitted by the GM · Regarding expanding the offices and the annex, it would be nice to have a tour of the facilities as part of the new Board member orientation. o Will add this to the annual calendar in May when the new Board arrives. · Under industry news it references a survey that says 10% of respondents reported eating organic food several times a week. Do you know what the % this is an increase from? The news source didn't have that information · In the new staff structure, what is the retail operations manager position? We're changing the staff structure so that one manager will oversee their dept at both stores. The retail operations manager will then oversee all of these individual dept managers. One of the benefits we're hoping for by implementing this new structure is more continuity and feeling of teamwork between the two stores. More information will be coming in the future and updates provided for board manuals (section 100, page 12). · Regarding the industry news on the "benefits" of GMO crops, are they changing the spin on these crops to make them perceived more positively by consumers? Yes, it's a campaign by industries such as Monsanto that we should keep an eye on. · Is the new rack system up and running at the North store? Yes, the North store rack is up & running and the store manager loves it. The South store should be done soon. |
| VIII Monitoring Report
for L-11 Policy (Financial Condition): Questions/Comments: · What are the changes that have been made? I know that we were asking for clarity between what was year to date and what was only for the quarter. I didn't track the changes. Dana went through it with me to make sure it was all correct and clear. Motion 01-2006 (#3) Motion to approve the L-11 monitoring report as submitted. M/S Dave/Toni Motion passed 7-0-0 Review of L-11 |
| IX Monitoring Report
for L-6 (Compensation & Benefits) Questions/Comments: · On #2 it says "This year we are happy to see we are paying at "blank %". What should that % be? It should say 92% · On item #3 about benefits, it says that changes were made to "equal out" the benefits between staff members. It seems to me that the division between the different tiers of benefits seems very unequal. The previous system was unequal in that some of the people that were working part time were actually receiving more benefit dollars than people working full time depending on the number of dependents that they were covering on their insurance. We were also trying to encourage full time employment and discourage working part time. · I would change the wording from "equal out benefits" when it feels very unequal, though. I think that the HR manager uses the word equal in that all employees working a certain number of hours are getting an equal amount of benefit dollars. We provide more benefits than most other coops. · An annual comparison of what the percentage of employees receiving each benefit level would provide quantifiable information that could be compared year to year. The benefits package should be evaluated on more tangible data. · In this policy, the Board is holding the GM accountable for benefits in line with the current practices of other natural food stores. · I don't find the data under #3 of the report actually documenting that comparison. · What criteria do we use for comparison under #2? We use Cascade Employers Association to audit this information and they provide the comparison pool. Cascade doesn't have information specifically on Coops, however · Looking at the header from the Cascade survey, it says "manufactures report" A review of the list participants indicates it contains other types of businesses as well. · The remark in the report about staff who feel that compensation and benefits are unfair seems like a subjective statement and would be more helpful if made to a comparison to actual data. · I was happy to read the part about the bonuses and eventually tying that benefit more to employee performance so that employees can do something proactively to increase their bonus. I was also happy to see that we give a wellness bonus. · I appreciate the detail in the report that I can refer to. I also feel it's good to have this conversation asking for more detailed information for use in the future. I wanted to add a note that Coops experience an average staff turnover of 60%, and ours is only at 25% Motion 01-2006 (#4) Motion to approve the L-6 monitoring report as submitted. M/S Toni/Esther Motion passed 7-0-0 Review of L-6 |
| X Monitoring Report for L-15 (Growth) Questions/Comments: Michele has updated a previous document she had written in 1997 to be current. She also located a "Sleeping Relocation Policy" from 2002 that was drafted, but not adopted. · My recollection about the sleeping policy is that it was abandoned in favor of a follow-up report about what we learned from an actual expansion project. · I think we can take these three documents and use the information to make a tighter document to use in the future. · I was interested in the idea of a crossover store. I was glad to see that open-mindedness. I have an open mind to it, but many people feel very negatively about it and that it would be abandoning our principles. · I feel the other way, because if we go down that path we lose our distinctiveness. If we all meet in the middle, why are we different? I'm resistant to that idea; I'd rather have our own individual identity. · I think Philomath is an interesting example where a crossover store might work in that it would make higher quality available to a community were it wasn't there for them before, but it would still offer what other people want and are accustomed to. So much of the appeal of the North store is that it's a community store no matter what products we carry. · A buying habits survey needs to be done. Without the data that tells us of the people who shop here, what proportion of their shopping is done here vs. at other stores. Without having that data, it's hard to take a stab at it. There will be a lot of information about demographics in Pete Davis' report and presentation at the February Board meeting. · I'm concerned about the idea of a cross over store. Looking at our original vision and mission statements, I don't see how a crossover store would fall in to that. I think eventually we'll get so far away from our vision & mission that we'll get lost. · Why do you use the target of 15,000 sq ft for a good size store? We get a large number of requests from our customers for expanded services in the way product requests, a meat counter, larger deli, seating area, etc. We have 16,000 sq ft at the South store, but that includes offices, receiving area, meeting room and backstock. We actually only have about 7,000 sq ft retail right now. Many Whole Foods have 50,000 sq ft. There's a lot more we could do with more retail space. We could really expand on our product lines. · The key things for the Board aren't the nuts & bolts that the GM has to consider, but the bigger picture of where do we see ourselves growing, the ideal size store that we want, how many stores do we want, growth in quality vs. quantity, and then building the criteria that we base future decisions on. · How much natural foods this community can support is changing. · When we think about this we really need to look at our vision & mission statement when we're deciding on our growth criteria. Can we provide organic products somewhere while offering other items so that we're attractive to more shoppers. The vision and mission doesn't say "exclusively", making it available in the presence of other items. · I'd say that organic is available at Fred Meyers & Safeway, so why are we different if we go in a crossover direction. I would really want the owners to say they want to go down that path before diluting our store. The reason I would consider a crossover store is to try and make it comfortable for shoppers who wouldn't normally shop here because they wouldn't recognize any of the products. If we had some mix of products where those shoppers were comfortable coming in to shop initially and they give them a chance to be able to expand into the more traditional natural food store options. · There is also the potential for growing other types of cooperative business such as childcare, there are many other ways that we can consider growth. · Evaluating our community, I feel that the geographic limit of the Corvallis 509j school district is the limit as a business area, not the membership, but the operations. That would exclude North Albany, Albany, and Philomath. I think it would be worthwhile to think in terms a specific geographic area and then consider why we should stay within it or go beyond it. · I'd like to continue this discussion past this L statement and continue to work on this topic in a series of Board discussions. My goal would be to create vision statements in terms of growth that are specific parameters that we can agree on to give the GM direction when she's considering growth needs in the future. · I have this feeling that we need more guidance from the owners on this issue. Can the Board discuss this before we have more feedback? · How do we fit this type of discussion into our monthly board schedule? · I think by breaking the broader topic into more specific discussions and coming up with useful policies, statements, and directions to give the GM. · Do you think that this policy needs to include specific wording? · Yes, I'd like to spend a few months producing these statements, and then they could be put in front of the owners. I have found, however, that all of the differing opinions of the Board members show that we're a good representation of the differing opinions of our owners. The Board also knows more of the details of the business of First Alternative and its needs. · My concern is that owners join the coop with specific expectations in mind about what their community is and we should be getting their input. · We will be getting input from the owners via this year's ballot questions. · Joanne will take on the task of breaking this topic into a series of smaller discussion and putting them onto future board agendas.. Motion 01-2006 (#5) Motion to approve the L-15 monitoring report as submitted. M/S Chris / Steve Motion passed 7-0-0 Review of L-15 |
| Break |
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XI Preview of L-3 Policy (Environmental
Protection) |
| XII Preview of L-11 Policy
(Financial Condition) Revision date: 2/16/05 Discussion: · No questions |
| XIII 2006 Budget Motion 01-2006 (#6) Motion to approve the Year 2006 Operations and Capital Budget as presented by the First Alternative Finance Committee. M/S Max/Toni Discussion: · It says that there will be a raise in salaries in January 4.7%, but my understanding that you're doing 2.7% now and 2% in June. o That is correct, it should say that it assumes an average of 4.7% for all staff in 2006 rather than in January. Motion passes 7-0-0 |
| XIV Review of the
Budget Process Did you like the way it was presented, the process, and the training with Marty? · The process seemed very helpful. I have nothing to compare it to, but I liked it. · I appreciated both of Marty's sessions here. The sheet with all of the interpretation of the financial terms was very helpful. · There are some areas where the financial manger is conservative like estimating COGS in non-inventory months and it's good to be able to consistently say we reached our goals, but in budgeting it seems like it would be better to be a little less conservative and stretch ourselves. o We work with the dept managers to push them as much as possible in terms of sales growth and what they can think they can achieve in the upcoming year. Our goal is to budget what is possible, not to be conservative, but reasonable. o Dana spends a lot of time researching trends and the business environment and brings that knowledge to the budgeting process. |
| Break |
| XV Ballot Questionz This was placed on the agenda by the Executive Committee to give input on ORC 's discussion in their minutes. ORC is planning on refining the ballot questions at their next meeting and then submitting them as an agenda item to the February Board meeting. The Board members who are on the ORC gave their perspective from the committee meeting. Board members gave their input on the information they would like to collect from the owners and what approach the questions should take. The questions need to gather specific information. When the questions are asked, there has to be an expectation of why you're asking the questions and what you want to use that information for. ORC chair, Dave, went over the draft questions and ORC's plans for follow-up surveys. Dave will take this input back to the ORC meeting to help in refining this year's ballot questions. |
| XVI Board Self -Evaluation G1-G2 This is the Board evaluating itself. G1 Reviewed the policy. · #5 Education: education of our owners and the public was identified at the retreat as an area the Board wants to focus on this year. o This policy is modeled on the Vision, Mission, & Guiding Principles and that reference is to education on cooperatives specifically. o I learned a lot about cooperatives in a series of Thymes articles that Laurie Heilman did in the past. o If we did a better job of education, then owners would better understand why we're owners and how both the Coop and the community benefit from that cooperative ownership. Education is a huge issue and we have a long way to go on it. o Confirmed that ORC will be looking into Education after they complete their work on the ballot questions. G2 Reviewed the policy · Discussed how the policies can be changed if need be. o The review of each policy that we do after the report is one opportunity for change o Any Board member can submit a motion to the Executive committee to put an item on the Board agenda if they want a policy change to be considered. o Right now the Calendar Committee is reviewing all of the policies for refinement, which will then be submitted to the Board to review and consider for a vote to change. · Marcia is working with Judy of the BDC to do more for Board training next year. Any questions Board members have about training can be submitted to Marcia at her email. · On #2, it would be helpful if there were more specific training at the beginning of the Board term. |
| Executive Session Begins: 10:06pm Executive Session Ends: 10:30pm |
| Meeting Adjourned: 10:30pm |