II        Approval of Consent Agenda:

Motion 4-2007 (#1) Motion to adopt the consent agenda items as written including: approval of March Board meeting minutes, approval of April Board agenda, approval of committee meeting minutes, calendar and timeline, acceptance of the renewal of Judy Forgey and Marcia Shaw as Board Advisors, acceptance of the Board Election Committee member nominations, and approval of GM report. Mark / Chris 7-0-0

III        Approval of Minutes:

· No comment

IV        Announcements and Affirmations:

· Reminder to bring your Board Manuals to the CBLD Training.
· Please turn in your Board committee preference sheet.
· Also, we will have two new members joining the Board. Would anyone be interested in being a mentor?
o Steve volunteered to be a mentor.
o Chris also volunteered to be a mentor.

VI        Questions/Comments on Committee/Meeting Reports
Board Development Committee: No questions
Executive minutes: No questions
Finance minutes: No questions
Owner Relations: No questions
Policy Governance: No Questions

VII       Finalizing CBLD

· In our email correspondence it seemed that no one was interested in attending dinner.
· As far as when we are leaving, it seems that between 3 and 4pm, from the Co-op, would be good.
o It probably wouldn't be advisable to leave cars here overnight. Everyone should try to arrange for rides to the Co-op.
o We will depart from the Co-op at 3pm.
· Currently the rooms are booked for Saturday night. Do we want to stay Saturday night?
o The reservations for Saturday night will be cancelled.

VIII       Board Priorities for 2007-2008

· We wanted to establish a few areas that we can focus on for the upcoming Board year. We do not want to get into specifics during this discussion, but rather come to an agreement about the areas on which we should focus.
· One of the ideas that have been suggested is to finalize our End statements.
· Another idea is to figure out our position on patronage dividends.
o In talking to Mark Goerhing, he talked of several different things that other co-ops do to deal with patronage dividends. One of the things he suggested was that pricing should be set so that no patronage dividend can be given. He compared it to paying too much all year for your taxes and then getting a refund. It is not necessary.
· We should probably limit the amount of topics that we focus on so that we can be thorough with our planning.
o In reviewing the Executive minutes, it seems that these are the two clear choices that we should focus on in the coming year.
o These were also the topics that I had in mind.
· One of the subsets of the patronage issue is that after the Board has made a decision it will need to be communicated to the ownership.
o It will probably take multiple communications to educate the ownership on this topic. Personally, it has taken me multiple years to get a firm grasp of exactly what the patronage issue entails. We cannot expect owners to immediately grasp whatever we decide to accomplish.
o I also feel that our positions on patronage, growth and other issues will be informed by how we craft our End policies. Additionally, we should try to make these policies robust so that we do not have to continually reinvent them each time we are faced with major decisions.
· Since we have quickly come to agreement on the topics, perhaps we could try to plan how we may approach these.
o A place to start may be the legal restrictions surrounding the issuing of patronage dividends.
o Perhaps we could begin compiling a list of questions that we would like answered. These may be items that could be addressed at CCMA.
o It has been mentioned that the goal would be to develop a procedure, one that is purely mechanical, in to which we could place all the numbers and quickly determine whether a dividend should be issued and for how much.
o Before we begin this type of development, we should really try to lay a framework, one that includes the concerns of all Board members. This work could begin by collecting the submitted questions of the Board.
o Much of what governs patronage dividends is very rigid. The latitude that the Board has is in planning, during the budgeting process, these necessary business expenses.
§ A place to start would be defining what constitutes one of these 'necessary business expenses'.
o Owner expectations are one of the primary issues that we have to discuss. If we decide that we need to adhere to expectations of a dividend, then we need to figure out how to budget accordingly.
o One thing that we avoid talking about in this discussion is the retained portion of the dividends. The by-laws state that up to eighty percent of what we issue as a dividend can be retained by the Co-op. This may be a way of serving both interests.
· It seems that a natural starting point will be to inform ourselves of all aspects of the patronage dividend process in July, after the CCMA information has been provided, and after Kevin has compiled her presentation.
· I think that having a discussion of the End statements in the first meeting may be good for our new members. It will clearly establish what our primary goals our and not get them distracted by our numerous minor tasks.
o We want to make sure that the discussion is framed in a way that doesn't alienate or overwhelm our new members.
o It seems that we could present the End statements as a topic, maybe including some of the basic ideas that we have had, without overwhelming the new members.
· I understood that we would postpone any work on the End statements until after the CBLD conference so that we could apply the knowledge from that training to crafting our Ends.
o I think we may be able to use the policy governance committee to keep Ends statements in the Board's mind by continually submitting work on the End statements.

IX        "Chat with the Board" Discussion

· I sent an email to everyone that contained all of the notes taken by Board members at the Friday 'Chats'.
o ORC has not had a chance to review these notes as they were just compiled.
· At the ORC meeting we had a long discussion regarding the cost benefit ratio of these chats versus the Owner dinners that have been held quarterly over the last year.
o We determined that our 'chats' in the store are far cheaper and enabled us to reach many more owners.
o We put together a preliminary schedule for these chats, which would be monthly.
o Another option discussed at ORC was having committee members at these chats as well as Board members.
· I see on the schedule that the North store is included on the schedule. This would be good.
· I think it is a good idea to include a variety of times and locations. Perhaps it should be taken further and include AM hours and early afternoon times.
o It seemed like work schedules would conflict with these times too often.
· Since we are making a decision on whether to abandon dinners in favor of these chats it would be helpful to know how many people attended the dinners and how many were involved in these discussions.
o Sixty-four owners were tallied on two of the days. Two days did not have tallies.
o I believe there was an average of ten owners at each dinner.
· Also, it seems that we are dictating the conversation during the dinners whereas at the chats, the owners are presenting their concerns.
· I agree. In the store, we are going right into the store, to them.
· Is a motion required to switch gears from dinners to the chats? Maybe we could just proceed with the schedule
Motion 4-2007 (#2) Motion to set up a monthly "Chat with the Board" to replace the quarterly dinners with the Board, noting that some of the times may be changed. Toni / Chris
· I felt that the location we chose was not really conducive to effective discussion. Perhaps we could look at changing the location to better facilitate discussions.
o This may be something that ORC could work on later.
· I am curious about the date issue. This proposal has a different date each month. The problem is that as an owner, you are hardly aware of when these are occurring. By having a constant date you can attract more people.
o I like the idea of flexible times. It seems that we will attract a more diverse, random group if we hold them on different days.
o I think both ideas have merit. Perhaps a combination that had the chats falling on the first or tenth day of every month.
o You don't want to be reaching the same group every time. The spontaneity will definitely generate a more diverse group.
· I think we should go ahead with this schedule and see how it works out.
Motion Approved 7-0-0.
· Since this has been approved we will need to sign-up volunteers for May 5th.
o Has everyone volunteered already?
o Do we want an ORC member to attend as well?
o Two people aren't really necessary.
· Steve has been volunteered for May 5th.
· Any notes that can be taken during these sessions would be very useful.

X      Officer Discussion

· Currently we have four executive officers. The duties of these positions are detailed in the manual.
o It is written that when the president steps down, the vice president will fill that position.
o I [Steve] have discussed this with Chris, and I think we are ready to make this shift. However, this shift will involve more sharing of the duties.
o I [Steve] would be interested in moving to the role of Secretary.
· Currently we do not follow the roles that are detailed by the Board manual, an example being, Josh currently sends me the minutes to review and note small changes. This is actually the responsibility of the secretary.
· Dave is planning on ending his term after the 2008 year and does not feel it would be appropriate to take on the vice president role for a single year.
· A possibility may be having Dave take on the role of treasurer and then Toni could move into the vice president role.
· I think that if everyone is willing to accept the responsibilities detailed in G-5 we will be able to complete this transition smoothly.
o Much of this workload has fallen unnecessarily to the president.
· What are the expectations of how long Board members need to serve? It seems that we have an unusually high amount of turnover.
o A lot of people that serve on the Board here have rich lives outside this work.
o BDC has been tasked with investigating retention methods. Mark presented a report to the Board that has more or less been ignored.
§ This is true and not true; three years ago the Board voted not to offer compensation to Board members.
§ Also, I don't know that we are in a position to offer enough compensation to prevent people from pursuing other interests.
· We invest a lot of money into training and this high turnover is extremely costly.
· An option may be to collect some information from current and past Board members to discover what things are most attractive about being a Board member. Then we could work on structuring the meetings to enhance these various activities.
o Are we able to task BDC or Marcia to do this?
o At BDC, we had started this work but were interrupted by the election cycle.
· Have we come to a decision on officers?
o Chris will serve as president, Toni as vice, Dave as treasurer, and Steve as secretary.
o Typically, the president is chair of exec. Treasurer is chair of finance.
o Chris, would you be willing to continue on policy governance?
§ I like being on the committee and would like to continue.
· ORC will have no Board members after Esther steps down.
o It seems that the new Board members will likely serve on this committee.
o Mark may be willing to serve as the ORC chair.
o BDC is so well structured that it is a great transitional committee for new members.
o Fred could then serve as chair of BDC.
· Chris will chair exec, Dave will chair finance, Mark will chair ORC, Liz will chair policy governance, and Fred will chair BDC.

XI        Review G-7 and G-8

· Dave's idea of reporting on these policies seems to be going really well.
o After this reporting, we will establish a rotation, that wont conflict with the Thymes articles. Josh will prepare the schedule and submit it.
· Are there any comments or points of discussions?
· I found G-8 fairly easy to report on, but I was unsure of whether I was thorough enough.
o It looks great.
· As a general comment, I would find it much easier to read these reports if they were a part of the packets rather than emails.
· If we are going to continue using it, I would like to discuss the interpretation, measure and data format.
o As I understand it, the measures are simply how you will go about gauging your interpretation. The data then fulfills or does not fulfill the measure.
· I was curious as to whether we maintain an annual training plan.
o The three things that we have consistently done are the training by Marty, the CCMA or CBLD training, and the training conducted at the retreat.
o It seems that this doesn't necessarily constitute a plan. Maybe we need to rephrase the policy so it specifies the minimal training activities that must be conducted.
o Perhaps, we should operate with these three things and then when the need for another training arises, we take action to find an appropriate training opportunity.
o Rather than come up with more training opportunities, I was thinking that maybe we need to maintain a simple document that details when these three trainings will occur.

XII        L-4 Financial Planning Report

Discussion:
· A suggested change in the wording on page forty-two, regarding net income. I think that the noted change of net income to net income from operations should be made.
o I disagree. The policy is speaking to net income overall.
o I think that because the bottom line spending is in the control of the Board, the only thing the GM should be held responsible for is operations.
o Again, I think it may be misleading to say that the Board controls all the below the line items. Look at owner sale days. It is not enough to say that the pricing policies should only cover net income from operations. The purpose of the finance committee is to ensure that we maintain a profitable bottom line.
o In the past, we had looked at cutting below the line items to try to control expenses, but the Board vetoed it. In this sense, the control was taken out of the hands of the GM.
§ The items that are definitely under the GM's control are the operating expenses. Below the line is a bit of a mixed bag. There are things like the board discretionary fund that the GM definitely does not control.
o I would say that this is the only thing that the Board controls. Already, the GM has begun cutting back on owner workers and support workers without the say so of the Board. This is not to say that this is a bad thing, it is just the way it is.
o This brings up the question then: should there be a mechanism for the Board to tell Michele to cut back on specific below the line items?
§ We already have this power.
§ It should be a process of a recommendation coming out of finance committee and then the Board voting on it.
o A presentation has been made to finance, but there was no vote that has been made. Where are we at on this?
§ It has gone back to finance for a recommendation.
§ When that presentation was made, I took it as an information exchange, not as a request for action.
§ In reviewing the minutes from the previous meeting, it is clear that this was to go back to finance to have specific questions answered and be returned along with a written compilation of the presented information.
§ Remember that this was in the response to the suggestion by our banker that we cut back spending, not because of solicitation by the Board. Action on the item has been
§ A continuing problem with outreach spending is that we budget specific amounts rather than percentage of sales. It really needs to be more under the control of the GM.
§ I feel that the GM already is responsible for the whole bottom line. The majority of the programs are the creation of staff. Saying that the Board controls it is really just a way of us being able to leverage for specific programs that we want. I think that we do need to articulate this point. Either the GM controls the bottom line or we don't.
o I support the idea that the GM controls the bottom line. You have to remember that this is a new board. None of us have been here more than two years. None of us feel ownership of the below the line items. Saying that we control the bottom line is you putting it on us. Really, we trust you to make the decisions because none of us are qualified to make them.
o Policy governance would agree with this. The board owns the targets and the GM owns the means. Perhaps we need to focus on how to articulate this policy so that this is clear.
o Are we looking to come to a decision on this tonight?
§ If we define expense control to include below the line, would you be comfortable with net income overall rather than from operations?
· Yes.
o Usually, there is some kind of provision that the GM set aside such and such amount of money for Board use. Beyond that nothing is specified.
o The only thing that I see regarding outreach spending is in L-3. It is never explicit who owns this spending. With this in mind, L-3 is very soft on this point. We will have to establish targets as a part of this policy.
§ I think that this is implicitly in the budgeting process, but by making this explicit it will save future Boards the trouble of discussing this exact point.
o I think we need to set aside a portion of our profits that can then be used on outreach spending the following year. This way we are never spending money that we don't have.
§ We are currently preparing a discussion on this topic for next month, coupled with training from Marty.
§ Does this adequately prepare for problem years?
· I think so. It is a piece of the profits, so if there are no profits, no spending.
§ There are issues with how this can be done through accounting and whether it will actually achieve the desired results.
· A positive note on the report, it was very helpful to have definitions included in the interpretations, especially for those not familiar with finances.
Motion accepted 7-0-0.

XIII       Review L-4
· I would say wait on changing the net income statement until we discuss the outreach-spending plan.