First Alternative Board of Directors
Meeting Minutes
Tuesday, May 16, 2006

 

Board Members present: Colin King, Toni Hoyman, Dave Hockman-Wert, Esther McEvoy, Fred Heil, Mark Reed, Liz Kelly, Todd Barnhart, and Chris Bentley (9:35pm)
Board Members absent: Steve Albright
Staff present: Michele Adams
Board Advisor: Marcia Shaw
Consultants present: None
Owners present: None
Scribe: Josh Curtis, Kevin Oder (Exec Session)

 
I          Owner Comment: 
         · None
II        Approval of Consent Agenda:
Request to remove two items: acceptance of board officers and approval of GM report.

Motion 05-2006 (#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, and acceptance of Committee Positions. M/S Colin/Mark Motion passed 7-0-0

III        Approval of Minutes:
         · Consent Agenda

IV        Announcements and Affirmations:
· There is need of an executive session. There are no objections to adding the executive session to the end of the meeting.
· I'd like to bring to the board's attention a meeting that will be held 6-7-06 regarding future planning of the city of Corvallis. In lieu of attending, there is an online survey. A link is available on the email that was sent to board members.
· The board retreat dates will be September 30th and October 1st at Silver Creek Falls. We will explore the possibility of setting these dates months in advance next year and having BDC include these dates in their candidacy materials in the next election.
· Dave, via a trade with Fred, will be responsible for writing next month's Thymes article.
· The Spring Owner meeting will be held Wednesday, 5-17-06 at 7:00pm.
· Liz Kelly will not be able to attend the Finance committee on June 7th.
· Esther will not be able to attend the June Board meeting or the July ORC meeting. She will try and reschedule the ORC meeting if possible.
· Marty Schultz will be at the June meeting to provide financial training.
V        Board Calendar and Timeline
· No changes
VI        Questions/Comments on Committee/Meeting Reports
Board Development Committee: No questions
Executive minutes: No questions
Finance minutes: No questions
Owner Relations: No questions
VII        Board Housekeeping Items (Meeting Procedures & Manual Updates):
Board manual updates were passed out and introductions were made.
VIII       Monitoring Report for L-8 (Emergency Management Succession):
Questions/Comments:
· Do you have as a part of your manager's job descriptions their place in the GM succession plan?
Not currently.

Motion 05-2006 (#2) Motion to approve the L-8 monitoring report as submitted. M/S Colin/Dave Motion passed 7-0-0

Review of L-8
Revision date: 2/16/05
Discussion:
· Is this policy sufficient for FA to insure functionality in the absence of a GM?
· Does the training that is listed account for the other people that would have to move to new positions?
· Should there be a communication portion, one that would inform all staff of a succession?
o If the policy is written too tightly it can quickly become outdated.
· I think this L statement should be written in a language that reflects one of the guiding principles. The closest that it mirrors is G3. Either we should take this up as a committee now or form a sub-committee. Why should we have L statements if they do not relate to the guiding principles?
· These statements preceding the L statements should function only as a guideline to where they connect to the guiding principles.
· Does L8 delve into operations too deeply?
· There is a consensus that the policy is acceptable as written.
IX        Monitoring Report for L-11 (Financial Condition-Internal & External)
Questions/Comments:
· On page 39, there is a question of what the pricing guidelines are. The pricing guidelines are supposed to be close to the median of cooperative groceries. The bounds should be included in the report to provide context.
· What is a conservative range for the debt to equity ratio?
o Hopefully these are questions that can be answered at the finance training.

Motion 05-2006 (#3) Motion to approve the L-11 monitoring report as submitted. M/S Mark/Fred Motion passed 6-0-1

Review of L-11
Revision date: 2/16/05
Discussion:
· Item 4 of the policy: should it be written to clarify what 'deviation' means? Item 6: fiscal conditions?
o Are these items that the finance committee should review either to make them explicit or should these items be asked of Michele for clarification in the preview of the policy?
o The language actually does have technical meaning though they appear to be general terms.
· Should the disclosures be made to the finance committee rather than the entire board? Could cut down on time spent on training, but place larger responsibility on the committee.
· I feel the language should talk more about trends, as the Board should be looking at long range planning.

Motion 05-2006 (#4) Motion for the finance committee to review policy L-11 and draft a rewrite focusing on standard practice language. M/S Todd/Fred 7-0-0
X        Preview of L-9 Policy (Communication & Counsel to the Board)
Revision date: 6/21/05
Question / Comments:
· Could a report be provided detailing the scenarios and possible impacts of the Sub-Micro purchase and development?
· Could you provide data sources for all of these items.
· What are the assumptions referenced in Item 1 of L-9?
· Item 3: what does when appropriate mean? What are the guidelines for when something becomes appropriate?
· Does item 3 really say anything?
XI        Preview of Guiding Principle I
Question / Comments:
· What do you define as 'sound' environmental practices?
· Provide an example of 'healthy' human diversity.
· Socially vs. environmentally responsible practices. It seems like there is a strong correlation here?
· How do deal with conflicts between the various principles? Environment vs. diversity vs. integrity.

XII        Board Self-Evaluation G9 & G10
· For each G statement Marcia highlighted the things that comprise the job the board does. The underlined items are those areas that need more effort or focus. Many of the G statements have language that should be reviewed.
· Should item 5 of G-9 be restricted so that owners are not able to access books and records at any time?
· G-10 policy governance committee and maintenance form: are these used, practical?
o This committee could exist to provide consistent language for policy statements. The first step would be to create a charter for this committee. The old charter will be submitted at exec for review along with supplemental information to be considered.
· There are 3 things the old board said need improvement: to focus on the future rather than the past, improved efficiency, and more time spent linking with owners.
o Should discussion of this evaluation be put on a future agenda? In its entirety or certain issues separately?
· The problem with the G statements is the lack of an established review method like what is in place for the L statements. Perhaps the policy governance committee could deal with the G statements as well?

XIII        Board Officer Nominations
· There is some concern over whether the VP is willing to accept the office of President if the need should arise.
· Does the process for selecting officers need to be reviewed? Could the BDC look at placing restrictions, evaluating roles of officers? Can this be placed on the agenda for next meeting?

Motion 05-2006 (#5) Move to accept the Board officer nominations. M/S Dave/Fred Motion passed 7-0-0
XIV       GM Report
· Still haven't reached the percentage, 49%, of Blue Sky energy. Where did this number come from? Please clarify and resubmit next month.
This figure was given to Michele by the Blue Sky representative. She will check back with them to verify its accuracy and report back at the June meeting.
· Planning committee: does this supercede the role of the board? Should this be a board-chaired committee? Should this process be led by the board rather than an outside committee?
The intent of this committee was to keep the possibilities of growth and planning fresh in mind so they don't have to be brought up as if they were new. It is not a decision making body. Often the generalities discussed with the Board are forgotten when specific instances arise.
· How should the Board proceed to internalize the role of planning?
· Should the policy review be moved to a smaller committee allowing the Board to focus more on planning?
· Should there be a documented method for these planning issues?

Motion 05-2006 (#6) Move to accept the general manager report. M/S Fred/Mark
Discussion:
· Should accept without the Blue Sky portion that still needs to be clarified.
Amendment accepted. Motion amended:
Motion 05-2006 (#6-amended) Move to accept the general manager report with the correct Blue Sky energy usage pending. Fred/Mark 7-0-0
BREAK
Executive Session Begins: 9:35pm
Executive Session Ends: 10:05pm
Meeting Adjourned: 10:05pm