First Alternative Board of Directors
Meeting Minutes
Tuesday, June 20, 2006

 

Board Members present: Toni Hoyman, Colin King, Fred Heil, Mark Reed, Liz Kelly, Todd Barnhart, Steve Albright, Dave Hockman-Wert (7:00)
Board Members absent: Esther McEvoy, Chris Bentley
Staff present: Michele Adams
Board Advisor: Marcia Shaw
Consultants present: Marty Schultz
Owners present: None
Scribe: Josh Curtis

 


I          Owner Comment: 
· None
II        Approval of Consent Agenda:
Motion 06-2006 (#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 with the addition of Mark Reed to the Spring Owner Meeting attendance, approval of Board Candidate Non-Endorsement Criteria, and approval of GM report M/S Mark / Toni Motion passed 6-0-0

III        Approval of Minutes:
· Consent agenda

IV        Announcements and Affirmations:
· The Board Retreat will take the place of the September meeting.
· Marcia's B-Day!
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: ORC needs a minimum of 3 Co-op owners. There is currently only one.

VII        Review Meeting Procedures & How Agenda Items are Submitted:
· The owner comment can last ten minutes only. If there are multiple owners who wish to comment they must sort it out between themselves. These are not issues that will be discussed. If they really want to be heard they need to go through a committee.
· Often we enter into discussion without first having a motion on the table.
· Some discussions do not pertain to any specific motion. These are the agenda items.
· Using the appropriate forms will save time and expedite any agenda submissions.
· Agenda items need to be placed through a committee or management and routed through exec. Sometimes owners will try to get a board member to place an item on the agenda independent of these channels. Often it will be ops related.
· Rarely does an owner come with a proposal that is anywhere near ready to be voted on. This is why they need to route through a committee. The committee will do the necessary research.
VIII     Financial Training with Marty Schultz:   
Annual Board Financial Training with Marty Schultz.
IX        Guiding Principle I
Questions/Comments:
· How does reporting on a guiding principle differ from an L statement? It is more of a look at the future. Section 500 Page 41 details the methods for measuring conformance with Board Policies.
· Heat recovery is a unit attached to the rack that captures heat loss.
· What constitutes 'unhealthy' human diversity? Possibly, the dominance of a minority faction. This is a fairly philosophical question.
· What is the trend of the cost of organics? With the entry of Wal-Mart into the market, costs will drop somewhat.
· What does 'prices will better reflect what the product is worth' (p. 37) mean? Not just the cost of labor and production.
· Will Wal-Mart destroy the organic guidelines by purchasing internationally? Most likely, though there are watchdog groups in place, and in addition, we have sent staff to visit growers. The emphasis will likely shift more to local food to insure quality.
· One of the reasons that management might be rated poorly in the staff survey is due to the higher expectations by the kind of employees that want to work at co-ops.
· Does the role of the staff/board member include passing information to other staff? This is not expected. Managers are expected to train their staff.
o Very few managers when asked to describe their job answered 'managing people'.
o The breach between upper management and operation creates problems in efficiency and morale.

Break 8:41 to 9:02
X       Monitoring Report for L-9 (Communication & Counsel to the Board):
Questions/Comments:
· Who did the SWOT analysis? Originally staff, probably right after north opened, but Michele edited accordingly.
o Some of the language is very ambiguous. One-word listings are too vague.
o Perhaps the list should be shrunk so there can be focus.

Motion 06-2006 (#2) Motion to approve the L-9 monitoring report as submitted. M/S
Dave / Colin Motion passed 7-0-0

Review of L-9
Revision date: 6/21/05
Discussion:
· What I heard in various reports in CCMA and policy governance, is that we should reduce the amount of verbiage in the limitations and to be more proscriptive rather than prescriptive. Perhaps we should consider dropping items 1, 3, and 4.
o 1, 3, 4 seem really vague. 2 is precise and constitutes the meat of the policy.
o The first line, before any items, is enough of a description.
· This was revised last year. Why where these edits made? The edits were simple rewordings.
· These are either important enough to warrant large amounts of info, or they are so vague that they invite lots of unnecessary info.
· Since the board is asked to make informed decisions on issues like expansion, it is highly necessary that we get available information on finances and market trends.
· If this info is so important, perhaps committees should be tasked with researching.
· Rather than tackling issues with each individual policy statement, it might be beneficial for us to view these holistically.

XI       Preview of L-12 (Asset Protection)

Questions/Comments:
· The word unnecessary appears often and is quite vague. It will be defined.
· Could we see how our theft levels compare to businesses around the area and in the community at large?
· Could we see the actual insurance policies?
· The reports should be aware of the fact there are new board members that are not aware of past events and information.
· What is the 90 percent replacement value? A brief explanation of why this was chosen would be greatly helpful.

XII       Preview of Guiding Principle II

Questions/Comments:
· There were things in the last report that were broad enough to qualify under multiple principles.
o Reporting the same fact twice is the fault of the principles being vague.
· Is number two too large for a single report? It has been done many times already without issue.

XIII       Board / GM Linkage M1 and M2

· What is the purpose of this?
· Has there been a problem in the past of individuals issuing instructions or trying to enforce decisions on the GM? It was in times past but it isn't any longer.
o Committees often ask things of either the GM or chief accounting that are necessary pieces of information. Just remember that it is not binding. They can be requested not required.

XIV       Calendar Committee Path Forward

· Just before the election of the new board, there was a draft proposal of how to deal with the L-statements, called the calendar committee. There has been a lot of work done in reviewing this, specifically, addressing the concerns that there may be missing information from the L statements. There was no mapping of the old statements to the newly proposed policy review schedule. This makes it incredibly difficult to assess if the proposal is comprehensive enough. Once we are able to make these assessments, how do we then go about making the recommendation to adopt this proposal or not?
· An overview: the proposal is a way to combine all of the reporting on what basically amounts to operational issues and spend more time planning for the future and dealing with other long term concerns.
· The name 'calendar' committee was somewhat misleading. There was a trial run that received mixed reviews. The issue that the board balked at was the apparent absence of items from the L statements.
· It was never clear if this was a reshuffling of policy review dates or if it was a wide scale rewrite of the policies.
· Has any of the mapping been done? Not yet, but Chris and Dave are still willing to work on this. The proposal was good at reducing redundancy but it is no longer in the format of L statements. There would be no more policy governance. We should probably use this as a starting point and continue to refine the process.
· Then perhaps we should allow Dave and Chris to continue with the mapping.
· How much time do they need?
· When do we want to have a decision made?
· We should talk about this in terms of the retreat. Could enough information be provided by the time of the retreat to make a decision on how to proceed with the calendar project? We would like to be prepared to set timelines by the retreat, be able to discuss issues like policy governance.
· Could we have the mapping done by then? Will mapping efforts be a waste of time if we only decide to drop this?
· Could the GM include recommendations in each report that would help to identify the redundancies? The Max proposal seems to be comprehensive enough. Perhaps the GM could just use the guidelines of the Max proposal to do her own grouping.
· Most of the mapping has been done on a preliminary level so it isn't necessary to abandon the mapping in favor of the GM grouping idea.
· We were able to move through the L statements very quickly tonight. Perhaps we should not waste any time on refining the policy governance and calendar issues at all.
· A corollary to this would be to revise the way that we set the agenda. The most important, conceptually difficult, and contentious issues of the meeting should be dealt with first. We can then place the housekeeping issues of policy governance at the end of the meeting and quickly move through them.

Motion 06-2006 (#3) Motion to let Michele take a stab at condensing the L statements and present it at the next board meeting. Toni / Todd Motion passes 4-2-1

Discussion:
· Is this motion too vague? What is taking a stab?
· They will probably be condensed into four reports.
· One of the tasks of the exec committee is to evaluate the GM's performance. The reports are information with which to make that evaluation. The new style of report will not allow us to make a comprehensive evaluation.
· We should also include the Dave and Chris mapping project in addition to the GM grouping project.

XV       Board Retreat Planning

· Please think about what should be included at the retreat.
· We have historically tried to focus on long range planning but with little success.
· Out of the retreat we should try to develop a work plan but it is highly unlikely that we will have enough time. Having the September meeting at the retreat wastes most of the time we have there.
· Having the top managers attend the retreat would be very beneficial to laying out a vision for the future.
· My sense from CCMA was that setting strategic initiatives should be the goal and then let the GM implement them as she will.
· Perhaps we can discuss not having the Sept. meeting at the retreat.
Executive Session Begins: 10:14
Executive Session Ends: 10:33
Meeting Adjourned: 10:33