FA Board of Directors Meeting
July 17, 2007

 

Board Members present: Steve Albright, Liz Kelly, Mark Reed, Dave Hockman-Wert, Fred Heil, Toni Hoyman, and Chris Bentley
Board Members absent: Christy Anderson Brekken
Staff present: Michele Adams and Kevin Oder
Board Advisor: Marcia Shaw
Consultants present: None
Owners present: None
Scribe: Josh Curtis

 
I          Owner Comment:  none

II        Approval of Consent Agenda:

Request to remove the Executive Committee minutes.

Motion 7-2007 (#1) Motion to adopt the consent agenda items as written including: approval of June Board meeting minutes, approval of July Board agenda, approval of committee meeting minutes, excluding the Executive Committee minutes, calendar and timeline, and approval of GM report. Steve / Toni 6-0-0.

III        Approval of Minutes:

 

IV        Announcements and Affirmations:

· There is a Board manual annual update included in the packet that BDC would like to have back by the end of the month. You can return it to Judy's box.
· Congratulations on the recycling award. I wanted to ask if this might be a bit of a mixed blessing since the increased exposure might attract more patrons.
o We are already putting plans in place to handle the increased volume.
· Mark will not be able to attend the next meeting.
· Fred will be doing the next Chat with the Board, August 8th, 6-8pm at the south store.
V        Board Calendar and Timeline
· No comments

VI        Questions/Comments on Committee/Meeting Reports
Board Development Committee: No questions
Executive minutes:

· We discussed what to do when contacted by an owner at your home. I feel that we should record somewhere, maybe in these minutes, that a board member is not compelled to spend more than five minutes listening to complaints. These minutes do not reflect the strength of language that was used.
o I feel that this accurately reflects what was said. There was no time limit discussed.
o I think that we really need a definitive statement on how to deal with this situation.
· We will have this discussion as an agenda item next month.

Motion 7-2007 (#2) Motion to accept the executive committee minutes. Dave / Toni. 6-0-0.

Finance minutes: No questions
Owner Relations:

· There is a statement that says that we could hang a flier advertising the dates of the various Board chats. I feel that the purpose of unadvertised dates was to reach a varied cross section and to not attract owners who want to unload on the Board.
o Had I been at the meeting, I would have rebutted this statement. We will discuss this at the next meeting.
o Maybe I am more talkative than most, but I feel that we should advertise these dates. If things reach a certain point, we should feel comfortable telling someone to write their comments down.
o My point is that by advertising you will attract people that will most likely dominate the time in the store. It is not out of any fear of overbearing owners but rather to ensure that a broad cross-section gets the opportunity to speak.
o I agree with Toni that we should advertise these dates. If we want to insure that people have the opportunity to talk with the Board then we need to give them more warning then if they just happen to come into the store.
o I feel that we are plenty accessible to people with concerns. Our meetings are open and many owners email the Board. I don't think that the advertising is necessary.
o If I know a Board member is going to be there, I will make sure I give myself time to discuss whatever issue.
· The consensus seems to be that we could go ahead with advertising and see if we are overloaded with owners or not.

Policy Governance: No Questions
VII       Resolution to Borrow
· There is an additional business item that requires a motion from the Board. This is called a resolution to borrow, which will combine our existing variable loan, and give us the means to purchase the annex.
· Steve already signed the initial document in November; this is just a finalized version.

Motion 7-2007 (#3) The Board authorizes the signing of the resolution to borrow with Key Bank. Mark / Steve. 6-0-0
VIII       Retreat Planning / Ends Statements
· We wanted to hand out some additional resources, other examples of ends statements, to aid this discussion. Outpost's Ends did not make it into the packet so we will hand those out now.
· Before we delve into the Ends statements, we should probably talk about how this will intertwine with the retreat.
o Mark Goehring, the consultant who we have been working with, will be coming in Saturday night so we will not have him available for the Saturday session.
§ He gave us a list of ideas, things that we could do to prep the Board to finish the Ends discussion. He would be happy to facilitate this discussion on Sunday.
· I would like to know what sorts of things we would like to ensure are included in the Saturday session.
o I did like the way we broke it up a little last time so that we didn't have marathon work sessions. It was somewhat more relaxed and the attention was focused more on the individuals present and not just our tasks.
§ Toni will be doing some disc golf sessions.
o I liked the problem solving style exercise that we did. If we could find something similar, without repeating the same thing, I would be very interested.
o I would like to echo these sentiments but also want to make sure that we key in on the ends statements.
§ Mark [Goehring] will provide us with some handouts and other materials to help spur the ends discussion.
· I brought back a manual from CCMA that has many ideas for discussion that I am sure we could incorporate into the retreat.
o I like that idea. I also thought that CCMA was great in that you really get the sense that we are part of a larger movement. That these materials have been prepared and used by the larger cooperative movement makes them appealing to me.
· I also wanted to ask about the Saturday night dinner plans. Would we want to have the meal catered in our rooms or make other plans?
o Catering is more expensive, but we do have to carry a minimum catering balance. If we decide not to do the dinner, it would be easy to fill other areas like lunch and breakfast.
o We will go with the non-catered dinner option.
· I was thinking about the survey results and wondering if there was some way if we could get more demographical information. I would like to spend some time talking about survey design to see if we could not garner more of this information next time around.
o Some factual information about our owners would help to put some context around responses, which are largely opinions.
o Michele has found several examples of other cooperative surveys.
o Aren't we also planning on contacting OSU? I wouldn't want to spend too much time talking about something that we are going to have someone else figure out.
§ It is possible that though these classes may have good general knowledge in survey construction, they may lack the knowledge necessary to get us the specific information that we need.
· I wanted to clarify that the Ends statement that we received in the packet is different than what came out of the retreat. This is the product of an executive session immediately following the retreat. It is not to say that these are bad, but I feel that these statements do not exactly reflect what came out of the retreat.
· Page thirty-one is something that we would like to get back by the end of the month. It is not a huge exercise, we don't need a lot of detail, but this could be a good aid to focusing the discussion.
o Policy governance will assemble the results and provide them to the Board.
· I really liked the Weaver Street ends. It is brief, and I felt that when comparing them to the Carver checklist, they held up pretty well. I didn't find the Outpost that helpful and I thought that the Brattleboro was a bit too global.
o I came back to ours after reviewing these others and thought that maybe we didn't do that badly.
· I liked the Hanover one a lot. I can go down the list and clearly identify who and what. Also, after reading these, I think it is going to be really hard to get rid of the verbs in our ends statements.
o I liked these because the statements all clearly address the future, what kind of difference they will make in the community.
· I find that the Carver checklist really presents a daunting challenge.
· None of these ends statements deal with the cost question.
o In answering these cost questions we will have to use verbs, and also, it will have to address what is given up in favor of pursuing something else.
· Would it be possible to set a boundary for the co-op, that would in effect say, we would fold rather than sustain if forced to cross this line.
o We have heard from owners that the co-op should stick to rigid principles even if it means the failure of the organization.
o There is a certain point to this reasoning. If we compromise too much, than we will be no different than Fred Meyers. Maybe this is a question that we need to be pose to our owners.
o I think that it is interesting to ponder these set-in-stone, finale type statements, but if you look at these example ends statements, you can see that they were frequently amended. We have to constantly be reevaluating our needs.
o The Fred Meyer question is an important one. If we have a hypothetical business in which we have no stock holders, but we pay employees well, cover operating costs, and then put the remainder back into the business, how is that business different than a cooperative? If you look at these kinds of questions in reverse, you begin to see that there are really fine lines in how businesses are structured. These basic components of business are quite similar.
§ When you start talking about pressing these boundaries, you will find that they are very theoretical.
§ Well one difference would be that we are community focused.
§ It is not the structure but our principles that make us different.
· One of our principles is democratic owner control, something that is different from shareholding.
§ People say that we are turning into Safeway, but because we are a cooperative, no matter what size we are, even if we carry the crossover products, we will never have the feel of a Safeway. I have been in co-ops of all different sizes, where they sell all different kinds of products, and there is always the same kind of feel.
· It would be helpful as we proceed with planning the retreat to know what other kinds of material we would like to see that would help the ends discussion.
· I think something that might be helpful for us in going forward would be to define community.

IX        Director Appointment Procedure and Discussion

· At the BDC meeting we discussed the appointment procedure and this is what we came up with. It basically accelerates what is already in place.

Motion 7-2007 (#4) Motion to approve the procedure for appointment of directors when the total number of directors falls below seven. Toni / Dave.
Discussion:
· This would only be used when the number of directors falls below seven.
o Correct.
· I think one of the reasons that it needs to be lengthy is for transparency. This gives us a nice paper trail and a procedure to point to.
o Right. The alternative would be just taking a couple of names to the Board and voting. We know where that would lead.

Motion approved. 6-0-0.

· We received a resume and letter from an owner who is interested in serving on the Board. She said that she saw an article in the Thymes [Toni's article]. We talked about this at exec and a lot of ideas and issues came up. One issue was whether the Board even has the right to make appointments if the numbers are above seven. If such an appointment were made, this director would not have gone through the regular electoral process and would not have the approval of the owners.
· Since this person appeared to have a strong financial background, we discussed asking them to serve on the finance committee. Additionally, we may ask them to attend several Board meetings. This person would then surely be on the list of people contacted when the recruitment process begins at the normal time.
· Seeing that this recent article attracted attention, could BDC possibly include a blurb in the Thymes year round?
o We do put ads in closer to the election.
· I am thinking that since this was addressed to the Board, it would be good to respond as the Board. Perhaps one person could write a response and then we could approve it.
o I [Chris] would be happy to do that. I'll be sure to copy the response to everyone before sending it out.

X      Owner Survey Discussion

· I wanted to point out that the numbers from the 2006 survey are not correct. Placeholder values of 0 and 6 were used in figuring the mean. The correct values were actually a little closer to 2007. (Dave wrote the correct values on the whiteboard.)
· I think this is what OSU could help us do, that is, interpreting the numbers. Not just the significance to which we want the numbers reported, but what levels of change are noteworthy.
· I want to remind everyone that these questions were posed in the most cursory manner. How satisfied are you with this, this, and this.
· The first thing that someone who helps us will ask is 'what do you want to know?'
· Relating to the difference between 2006 and 2007, the only value that went down is product selection. It is interesting to note that 'financial benefits of ownership', and some of the others that were lowest, made the greatest increases over last year. I found this trend encouraging.

XI        Staff Discussion

· This is concerning the letter that Max wrote from staff forum and the response that Steve wrote.
· I wanted to ask about the HR audit that had been discussed back in April. We had discussed that this would be an external report, and I wanted to know who is heading this up?
o This coming L-1 report coincided with the external survey report. Typically we had gone with Cascade, but we decided to go with Carolee Colter. She has told us that she will have to work closely with HR and thus we did not need to supply her with any information at this time.
o I think we need to make it clear to Carolee that this is the Board's report and not the staff's report. There are some particular criterion for external reports, one being that the Board controls it, and I don't want the Board to turn it over to HR because then you cannot be as sure of the results.
o The Board person will be the contact with Carolee. What your HR person should do is simply hand over records and produce requested materials.
o Someone from the Board should be involved with the process at all steps. I think we need to maintain the integrity of the external report.
· Has anyone talked with Carolee to communicate what we want?
· Does the Board pay for this?
o Yes.
o How do we go about paying for this?
o It just comes out of the Board's budget.
· There is a good deal of information in the Carver material that distinguishes external and internal reports, which we could review. They are more expensive and thus not done as often, but I just want to make sure that we do this properly this time, so that we are comfortable when we have to do it again.
o Make sure that the Board maintains contact with Carolee and do not simply hand it off to Michele.
o If we feel really confident that these results are the unadulterated truth, then we can be in a position to fully act on things that may require action or dismiss things that are proven trivial.
· Carolee is coming in October. How does this affect our budget?
o It may cost around four thousand.
· Who will be working with Carolee?
o Whoever it is should be the contact, they should meet her when she arrives, and they should introduce her to the HR person.
o Just like with financials, the review, or survey, could be done every year and the full audit could be done every five years.
· Michele has already made some arrangements, and Carolee has mentioned that she would like to stay at someone's house to save money. Steve volunteered to host her.
· Since we do not work with staff other than Michele, how do we step in and introduce Carolee to the HR person?
o There is an understanding that staff works for Michele and she works for the Board. Therefore there is an implied consent in responding to Board requests, yet at the same time, the staff person must be aware of and avoid any conflicts that may arise.
· Steve will be the contact person with Carolee.
· To return to Max's letter. The response that I wrote was right before he came to the Board. I don't know if he had a chance to read the response or if the response was what prompted his visit. What he brought to the meeting was different than his first letter. The question then is whether to let this response stand or to write another.
o Do you feel that we need an additional response, because I feel that this is adequate.
o I just want the Board to feel comfortable in case Max comes back.
o I feel that this is adequate. I may have added that the Board serves the owners not the staff.
o I do think that there were a few items on Max's letter that did not get addressed. Maybe a more thorough follow-up is required.
o I would comment that this response talks about the staff survey, but that is something that is not under Board control.
§ In the L-1 it talks of a biannual survey, conducted internally by Michele, of which we receive only a summary.
o We had discussed letting the staff forum add questions to the survey. Is this still a possibility?
o HR is planning on soliciting staff for question ideas. A committee, which is already in place, would then review the questions and select the best questions to add to the survey.
o If we were to make a more detailed response to Max, we could include this information about the staff survey.
· I think we need to keep in mind that this was not just from Max; it has the weight of the staff forum behind it.
· I am not saying that we need to provide solutions to all Max's questions, but we do need to clarify our position, even if it is just to say that this is not in our purview and is a matter for HR.
· I [Liz] will volunteer to draft this new response but I will need help.
o Steve will be willing to help out. Fred will also help by reviewing the response.
o I would suggest that this be taken care of by email and does not need to be brought back to the Board.

XII        L-7 Report

· I wanted to comment on the survey that was included as a part of this report. I want to see something beyond yes and no answers. Even if it is just select from 1-3 or 1-5, it will give us a better sense of the Board's feeling.
· I thought the data on local and Oregon products was great and it may be nice to see it in the Thymes.
· I wanted to say that if you go back and review the last L-7 report, this has far more data and detail. We have come a long way in clarifying what we want in the content of these reports and Michele has responded.
· It seems that there are varying figures used in what products shall be organic.
o One of the questions was answered by Jim and the other by me and that is probably why the numbers are different. Also, one of the values is just organic and the other is natural and organic.

Motion 7-2007 (#5) Motion to approve the L-7 report as presented. Mark / Steve

· I had a question about the WIC products. Are they free?
o They are free to the customer, but the WIC program reimburses us.
· I just wanted to say that I have sent out another survey, and it is yes and no, but I will switch future ones to the scale.
· I wanted to make another comment about the surveys. I am being asked questions that I don't really know the answer to until I have read you reports. I have faith that these things are being done, but the report is what proves it.
o It also important to note that these surveys are not fact but rather people's impressions.

Motion Approved 6-0-0
XIII        Review L-7
· No comments.
XIV       Preview L-5
· No comments.
XV       Guiding Principle II Report
· The owner graph seems to show that whatever management focuses on happens.
o To me it shows that whatever we do seems to have no effect. The increase is about the same each year. When we do a drive, we only get people who would have joined otherwise, just at a later date.
· Does this seem like a better way to report?
o I do like seeing the data here.
o Data is great, but it would also be good to keep in mind that management does have a certain amount of intuition and vision on these issues.
XVI        G-10 Report
· One thing that came though a number of times is the policy maintenance form. I've never used it and it seems that maybe we should discontinue it.
o The previous committee used it and it isn't really applicable to what we are doing right now. If we feel that we need a form, we could revise this for our use.
o I don't think that we really need the form right now.
XVII        M-3 and M-4 Review
· I would like to make a suggestion. This is what we dealt with, really only a few months ago. We have hardly had time to see any results of our previous actions.
o It may be good to skip this for now and revisit it.
· Another suggestion, after we revamped this we made it a point to reorder this chronologically, but this follows neither date nor number.
o The scribe will update it to read by number.
· We need to discuss whether the L-1 statement contains an external component or not. We will discuss this at a future meeting.
Executive Session Begins: 9:00pm
Executive Session Ends: 9:10pm
Meeting is adjourned: 9:25pm