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I Owner Comment:
· I [Dave Lenher] just wanted to voice my opinion on the alternative
transportation cards being changed. The fact that it switched from ten
spaces to fourteen spaces. Also, you used to be able to get half spaces
and now you can only qualify for whole spaces. I find that these changes
are discouraging to alternative transportation.
· I've [Mark Knapp] been car-free for ten years. What I basically
see is that the discount went from five percent to 3.6 percent. If anything
we should be increasing the discount rather than decreasing it. The reasons
that I have heard so far for doing these decreases has been that we received
financial advice from people that do not share our values. It may be nice
to have that little extra on the bottom line but it should not be at the
expense of our core values.
o Just so you know, the Board does not make these specific decisions.
o Would it be possible for the Board to overturn a decision like this?
o We operate on a policy governance system that uses limitation statements,
telling the general manager what she cannot do, or cannot fail to do.
The system is designed to give the management team flexibility to make
their own decisions within the limitations framework.
o The more the co-op behaves like a normal business, the more it expresses
normal values.
o One factor that went into the changing of the alternative transportation
discount is the desire of many owners for a patronage dividend. These
kinds of outreach programs are in direct conflict with patronage dividends
for funding.
· I [Dave Eckert] wanted to give a short presentation and hopefully
get onto a future agenda. I wanted to talk about the structure that is
being built on the south side of the store. It is a rainwater cistern,
the first to receive a permit in the city. Our group is trying to do a
bunch of small projects around town in visible places, so that we can
both educate the general citizen and also to push the city to update and
improve code. Finally, we are trying to benefit the people who are receiving
these green buildings.
· The members of the taskforce are the ones doing the work. They
are pledging their time and money to making these projects happen. Metzger
Greenbuild provided parts. Green Cascades donated the engineering.
· There is a lot of interest amongst staff. Even the city, which
was opposed at first, is now showing increased interest. I would like
to get on the agenda of a future meeting, possibly give a power point,
so that you can really understand what we are doing and allow you to ask
further questions.
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II Approval of Consent Agenda:
Motion 6-2007 (#1) Motion to adopt the consent agenda items as written
including: approval of May Board meeting minutes, approval of June Board
agenda, approval of committee meeting minutes, calendar and timeline,
and approval of GM report. Steve / Mark 5-0-0.
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III Approval of Minutes:
No comments
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IV Announcements and Affirmations:
· Steve Hackel has resigned from the Board. He and his wife both
got new jobs and will be moving to California.
o Next meeting, we will talk about the process of appointing new directors.
BDC is currently exploring these processes. We will ask BDC to come back
with something, next meeting if possible.
· The next Chat with the Board. Monday July 9th at North from 6-8pm.
It is currently assigned to Christy.
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V Board Calendar and
Timeline
· We will be having the July meeting at the meeting room rather than
do the river float.
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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
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VII Non-Operations Funding
and Patronage Dividend Planning
Discussion presented by Finance committee chair, Dave Hockman-Wert and Finance
Mgr, Kevin Oder
· As your finance manager, what I'm hoping for from the Board and
the GM is guidance for prioritizing our resources. I would like to see us
identify our vision and our priorities and then backfill the means for achieving
that vision. Maybe in this conversation, we need to focus on what the push
and pull of all the various programs are.
· Really, we are just looking for everyone to get a general understanding
of the big picture. We do not necessarily need to make any decisions here,
this can be done at a later time, but if we begin to move in that direction,
so much the better.
· So there is a pie here that lists all the various resources. Do
we know what percentage was spent last year on each item?
o Some of these items are income statement items and some are balance sheet
items. You cannot attribute specific dollar amounts to these items.
o I am looking for some kind of general trend over the last few years. We
should be able to figure out what we have done with our resources over that
time period as it relates to this pie. For me to begin prioritizing I need
some kind of context, what we have done in the past.
o I actually thought the graphic would be helpful in conceptualizing this,
but now I am beginning to see some drawbacks. You cannot quantify these
various things. There is no direct correlation.
§ If you wipe out your bottom line, then you immediately kill off patronage
dividends. There is no way to create a ratio here.
· Have we figured out the legalities of saving money or setting aside
patronage eligible funds?
o We have. We are beginning to reach a point when we can incur a tax liability.
If we set aside money in the future, we may be taxed upon it. However, there
is a way to retain up to eighty percent of the dividend, and it is not classified
as a liability nor is it taxable.
o Our lawyer has informed us that the amount of the patronage due is not
a decision, but a legal obligation and calculation. However, we do have
the option to retain a portion of that amount, up to 80%, or to reduce the
amount by a qualifying necessary business expense. What this requires is
a little planning.
o If you plan for a bottom line, you then have the option to either retain
or use it for a necessary business expense.
§ One specific place I can see this happening is with owner workers.
This is an operations expense and if we cut it back, it will come up on
the income statement somewhere else.
· One thing that I heard at CCMA is that we get far more involved
with finance than other Boards. Some do not even approve a yearly budget.
I thought that we were evaluating outreach versus patronage dividends. I
feel it is way too much to ask the Board to prioritize this rather lengthy
list that includes many strictly financial items. I think it is the role
of the finance manager to make the decisions between things like debt reduction
and increasing cash reserves.
o What many of these Boards have that we do not yet is Ends statements.
These provide the framework for the finance manager to make decisions upon.
· What Kevin is alluding to in this discussion was a past decision
by the Board to approve an additional capital expenditure. We had nearly
two hundred thousand dollars on the bottom line and we voted to purchase
the rack system. This cost eliminated our ability to issue a dividend, which
many of us did not realize at the time. I think the purpose of this discussion
is to make the overall effects of these kinds of decisions more clear.
· Another viewpoint that has been stated by our consultant Mark Goehring
is that if you issue a dividend at the end of the year, then you did not
do all that you could for the co-op with your bottom line. It would also
mean that we were simply charging too much.
o I am not sure I agree entirely with that logic, because if you want to
grow or make capital purchases, you need to have cash flow to make this
happen. If you keep burning through your bottom line each year, you will
never grow this cash flow for other uses.
· We had talked about forming a non-profit to help fix our donation
issues. We do not necessarily have to form our own non-profit. You can give
funds to an existing non-profit with a contract that designates how these
funds can be spent. I know that this can be done from two different experiences.
· I wanted to say that I really liked the vision laid out in the
outreach portion. I am proud of the money that we can give to other organizations.
o Those are items that we don't really need to focus on too much. The big
things that we spend money on are owner outreach, owner workers, and owner
appreciation discounts.
o I think that we went to additional owner appreciation days to try and
appease those who really wanted a dividend. However, they do not seem to
be satisfied..
o Could we pose the question to them: discounts or dividends?
o One of the problems that we will encounter is that once you have started
a program that is a benefit to people it is very hard to take it away.
· I just hate to see our community programs go anywhere. I think
that they really define what we are. If we begin to eliminate these programs
we are compromising what we are. In the same sense, I don't think that we
can eliminate our owner programs.
· I am thinking that if we do try to develop criteria in our End
statements, such as, the maximum amount of people must be reached, then
it seems that dividends would be the likely option. If we chose to say something
like, do the most environmental good, and then dividends would not be a
priority.
· I do not think that owners become owners for personal benefit.
It is because of the things that the co-op offers and the things that we
strive for that are the most important. It is the products that we offer
and our ability to be a part of the community. If we offer money to the
things that are important to or sustainable in the community then I feel
that we are serving the interest of our owners.
· The things that got us talking about these topics were how can
we position ourselves to get a better interest rates, how can we fund the
non-ops programs, and how can we fund dividends. In the past, we have done
pretty well financially. While we have been successful, we have grown outreach,
probably as a percentage of sales, but definitely as an absolute. The question
may then be not do we want to cut programs, but maybe should we just restrain
the growth.
o I feel that the dividend is a zero factor. If it happens, it is a product
of unexpected success. I believe that the social good the co-op can do with
this kind of funding is far more important than the tiny dividends that
we can offer.
· I wanted to follow up on the notion of moving support workers into
the normal labor budget. Is there any advantage to shifting these programs?
o There would not be an increase in the labor budget if these programs were
included. Unless something different was done.
· What I have been hearing is that we do not want to get rid of the
outreach or at the least, not have any significant cutbacks.
· I don't think we can just dismiss the patronage dividends because
they are in our by-laws and in our pamphlets. We owe it the owners that
we represent to make this at least some kind of a priority.
o I don't think we are making a decision tonight. We are clarifying what
our sentiment is so we can begin to make these prioritizing decisions.
· We have wound up with an oversimplification of two issues. Really,
it is much more complicated than that. It is not just patronage and outreach.
It is also the strength of the balance sheet. A store that survives is one
that has invested in itself.
· Even though it may be an oversimplification, I would still like
to see numbers from each year showing what was spent on discounts days and
what was spent on dividends. |
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VIII Revised L-1 Statement
· I want to point out that Liz has included the past minutes so
that the Board can see how the decisions were made.
· I want to point out item two, in the minutes it was said that
the phrasing should be changed but it has not been changed.
o We will change the policy to read, "Provide fair conditions and
clear procedures for all employees."
· I'm not sure that we should change the tag line on the policy.
Everywhere else it says that this policy shall be monitored annually by
internal report.
o We will change the policy to read, "This policy will be monitored
annually by internal report."
· We spent some time trying to decide whether the staff survey
should be done every other year or every year.
o I believe that we talked about it after the Provender conference. It
was said that by doing these surveys too often, you do not have enough
time to implement a plan and then measure whether the desired results
were achieved.
Motion 6-2007 (#2) Motion to approve the revised L-1 Statement, with the
change to item two, 'Provide fair conditions and clear procedures for
all employees', and the change at the end of the policy, replacing external
staff survey with internal report. Mark / Toni
· I am not clear on the distinction between external and internal
monitoring.
o If you have an external report, the Board coordinates all the efforts
in conducting the report.
o I wanted to raise an issue with the timing of the HR audit and the staff
survey. They will either coincide each time the HR audit is conducted
or they will not be in the same year. Does this matter?
§ I think that having them in separate years might reduce the stress
on staff.
Motion Approved 5-0-0
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IX End Statement Draft
· Recognizing that this is a beginning and a bit of a shell statement,
we would like feedback.
· Are we trying to craft only one statement? I thought we did well
at the retreat having a selection of statements.
o In the committee we looked at the formats used by various co-ops and
found that there is quite a variety. Some are very succinct and others
are numerous and fully detailed. I personally did not like the idea of
pages upon pages. I think that we felt that a good succinct statement
will direct operations while still providing the freedom to accomplish
the desired goals.
· Are you suggesting an approach to the End statements?
o We looked at all the work that we had done leading up to this and boiled
it down to this statement.
· We are a food co-op and I think that the word commercial center
is just a little to big for me.
o At our retreat we talked about the possibility of various cooperative
ventures including daycare, a farm and other things. This language allows
for these other things.
o I think that we are a food cooperative and I do not see these other
things as a part of what we are.
o I had that same reaction. I feel that this is a bit too broad and opens
the door for us to be more like other business entities.
o I would also agree. When I think about cooperative diversification,
I think that loosing focus is not a good thing. Food is what we do and
food is what we should focus on.
· Something that came up at the retreat over and over was the idea
of one-stop shopping.
o I just don't see that being compatible with local, neighborhood shopping.
I wouldn't want to become a department store.
§ Already we have a wide variety of things. Clothing, a garden section,
mercantile goods. I wouldn't want to see an End statement that limits
these possibilities.
§ Is it the phrase commercial center? We should try to come up with
a word that reflects what you are talking about.
o I think that we should go with the phrase 'community market' rather
than 'commercial center'
· If Ends define what we want to do, for whom, and what cost, then
this does not accomplish this. Ends are the positive guides to where we
want to go. To me this is a vision statement, albeit a good one, but it
is not monitorable.
o To me that hardest part of writing these statements, in the Carver defined
sense, is at what cost. That is a very difficult thing to decide upon.
o I see it as a dynamic tension between financial strength and doing social
good. Maybe we don't need to explore that in this statement but I think
that it does need to be addressed in subsequent Ends.
· I think there are two ways that we can look at these Ends. They
can be strict statements that give Michele her marching orders and then
she is set for the next ten years. The other option is that we give Michele
the freedom to come up with her own vision and then ensure that it adheres
to the guidelines we have laid out in the Ends.
· I am in agreement with Dave. I think this a very vague statement
that includes lots of wiggle room. I did not realize that this was the
end of the process. I think there definitely need to be more statements.
· At the committee meeting we were trying to synthesize a statement
that would address all of the previously mentioned questions, what, for
whom, and what cost.
· One viewpoint that I heard mentioned by owners in the store is
that we should pursue our ends at the cost of whether we continue to exist
or not. If we fail while trying to uphold our principles then so be it.
Our failure would be the cost.
· This statement doesn't address growth or even a specific direction.
We can add other statements to specifically address these issues.
o The course may be just to maintain.
· I would like to bring some of the examples from other co-ops.
· I think that this is a fine global end statement. I think it
would be a bad decision to limit it to this single statement. I hate to
think that we have lost all the various statements that we worked on at
the retreat.
o We will bring back those examples as well.
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X L-6 Report
Motion 6-2007 (#3) Motion to accept the L-6 report. Steve / Dave 5-0-0
· No comments
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XI Review L-6
· Are we going to be surveyed before the next L-6?
o Definitely. I really like this survey method and I am looking at using
it in more operational scenarios.
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XII Preview L-7
· This first sentence really seems like it should include the
word 'local'. This is more and more what distinguishes us. Maybe we should
look at rewriting the policy.
· Personally, I don't care if you report on the preamble or not.
o I see it as the context. You don't necessarily need to respond to that
paragraph directly. It should be addressed in the specific items.
· The consensus was that Michele does not need to report on the
preamble.
· How do we get the policy governance committee to address issues
that are brought up here?
o We take a consensus vote.
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XIII HR Audit
· Carolee Colter has given us a proposal for a human resources
department audit. The action that we are looking for is to schedule this
or not.
o Currently we are scheduled for October. In the interim we will be sending
her an assortment of files and data. The October date is when she will
come in person.
o She comes with good recommendation and we have used her in the past.
We thought it would be a good idea to use someone other than Cascade for
a change.
· What will Cheryl be sending her? The existing L-1 or the revised
statement that we just passed?
o Probably both so she can see the circumstances of last year and its
report, as well as the new year's policy.
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XIII Owner Meeting Discussion
· I will start by saying that this really brought home to me the
importance of getting an owner survey done that is representative. The
real danger that we are faced with in this kind of meeting is that the
vocal minorities can wag the dog. There were owners calling for a vote
and saying that we should ignore anyone not present.
· We have the results of the ORC survey, but we must remember that
this is not a random sample.
· We had a turn out of nearly 60 this time and in the past we have
only has ten. What caused this drastic turn out?
o They were interested in growth and the possibility of crossover.
o From the outset the discussion was very negative. There was one owner
who was using the statistics on the bottom line to try and make his point,
but even when another owner pointed out another way he could look at these
statistics, he was completely uninterested. I feel that this was the general
attitude of many of the vocal speakers; they were not interested in coming
up with solutions.
· It was also apparent from the beginning that we were sorely missing
a facilitator and some established guidelines. These will be essential
next time.
o Usually it is the Board president, but perhaps we should look at having
an impartial facilitator not affiliated with the co-op.
· I was impressed with your [Michele's] ability to handle what
was mostly an outright attack against her.
· How did this one compare to 2004?
o 2004 was far worse than this most recent one.
o It was really hard to see personal attacks against people who are working
really hard for the co-op. That meeting got really nasty.
· Its important to realize that despite all the negativity at these
meetings, our ownership continues to increase.
o This is why I fear us being swayed by this vocal minority.
· I also fear that an apathetic or otherwise contrary majority
may arise that takes us away from our core values.
· I also wonder if we should blow these vocal people off simply
because they are a minority. Will we ever have a truly representative
response?
o There are methods for conducting these kinds of surveys.
o I am wondering if we should treat ourselves as a representative board.
I feel that we represent a pretty good cross section.
o That opens it up pretty widely. Should we then only pay attention to
the feelings of those who voted for us?
· I think that it is important that we do listen to these people
but within the context that we maintain a viable business.
· Many of these people think that it would be so simple to start
doing these various things they are talking about, like supporting local
farmers. It was great to have the farmer who was in the audience tell
people that it is really not that simple. He said that there are many
people just like him searching for venues. It is just not feasible sometimes
even though it is what many people want.
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XIII P-1 Report
· This is actually the Guiding Principles rather than the G statements.
· This is the first time that I have applied the new method to
these guiding principle reports.
· The P-1 report. Is this something that we need to vote on or
is it just informational?
o It has been just informational.
o In the past the Board has not voted on these reports. This could be
a progress report on incremental steps that have been taken toward a goal,
as stated in M-4, but in the past few years the Board has just settled
for whatever Michele felt like telling them. In the absence of End statements,
this is asking for Michele to define an end and then tell about how she
is getting there.
· Does anyone have a preference?
· What did you feel this report constituted?
o I did it like the L statements. There is a goal stated and some supporting
data.
· I have a structure question. If we develop Ends do we need to
keep these P reports or should they go away?
o This is something for the policy governance committee to discuss.
· How do we want to report on this next month?
o We will continue with this format.
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XIII G-11 Report
· I thought of the Horizon boycott when I was reading this.
o That was more of a product selection guidelines issue so it didn't really
fall under this statement.
o This policy was originally written in response to an owner's complaint
against us for our involvement in the anti-GMO bill.
· I think that talking about these issues further at a future meeting
would be prudent.
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XIII M-1 and M-2 Review
· This is where we review the statements and make sure that we
are adhering to policy.
· M-2 talks about how the GM is the main contact but we do have
the rights to go directly to the scribe.
o Is this listed anywhere else?
o It may be in the scribe's job description.
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Meeting Adjourned: 9:40pm
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