III        Approval of Minutes: Consent agenda

Everyone is generally comfortable with this as it is a rearrangement, not a rewording or change. Discussed the logistics of how this will work

Next meeting there will be a clean version of these reworded policies; L-11 report will be based on the old system. Will also look at which months the new policies, if adopted, will be reported on in.

VIII       Calendar Cycle:

· Covered in above discussion

IX        Retreat Planning:

The retreat planning will be done tonight, Aug, & Sept. Would like to discuss topics that should be discussed at the retreat and what we want to get out of that
· To me the primary topic should be around expansion. I think the retreat is a great place to start talking about what we know about now and then try and leave the retreat knowing where we stand as a group, prepared to act as a unified board ready to talk about the goals with our owners and the community.
· Michele has talked about bringing her upper level managers to the retreat. We talked about it at the Exec meeting and we didn't think it would appropriate for the managers to be there for the entire retreat. It could be useful to have them there at the end of the retreat and the board can talk about their vision and get the managers input from them.
· Michele will be there, so it seems she can represent the managers.
· I think it would be good to have the mangers there so that the managers can give input on the board's visions as to how to make that a reality.
· I thought it would be better to have a meeting or a dinner with the managers before we went on the retreat and take those ideas with us to keep in mind while we're visioning about future.
· I think the board shouldn't be that involved in operations. For me the retreat is a chance to get to know my fellow board members better.
· It might be better to get feedback from the staff in a follow-up way maybe more inclusively.
· I pictured us coming out of the retreat in a more grand way with a future vision and we're not going to come out of the retreat knowing how operationally it will happen. We're elected to lead the coop in the community and we have to have our role as leaders well defined in our minds and I'd rather not have the other managers come.
· What I would find useful from the store managers wouldn't be operations, but the value of their contact with the store over a period of many years, I would ask them what would be the three greatest things we should keep in mind as we go forward. I would want to hear the insight the managers have and hearing that before the retreat would be useful to me. It's not operations, but drawing from their day-to-day knowledge of operations.
· I was looking not for information, but for ideas for the future. I'd like to get ideas and perspective that can inform my imagination.
· My thought was that last year we spent a lot of time on marketing at the retreat, I felt the board could have used the marketing mangers input. The board could get the manager excited about their vision if they talked to the manager directly. A lot of things didn't get done as there was no direction from the board.
· I see value to meeting with the managers before we go to get information from them. I can see them getting the buy in from the managers after the retreat.
· I would propose they come to the September Board meeting to help with the retreat planning - listening to the manager's ideas about the future.
· The other idea is to have the pre meeting and then have a follow-up meeting at the end of the retreat to present the board's vision and communicate that vision to the managers to help move the ideas forward.
· I think we have a fairly positive feeling about a pre-meeting with management. We need to give the managers a good idea of what we'd like to hear from them. To we want to define what future means, do we want to define specific areas or do we want to leave it open. Growth is one topic
· I don't know what to expect out of this retreat, as I haven't been to one. One part of our retreat could be like a book club to get some discussion going. I think we should be talking about what is organic, local, sustainable - defining those terms.
· I would ask what the managers to talk about the co-op as a whole (not their individual depts.), what things they've read about recently.
· These ideas could have an impact on what we see as growth.
· What do you think is the best thing about he coop that we should never change and what's the weakest thing that should be changed.
· Their vision of the coop as whole, suggestions of publications we should read, what they've read.
· Our visions and goals can change over time and we should talk about them in a current context.
· Disguising between what makes the co-op organic standards different from Wal-Mart organic standards.
· I find the corporate buy outs interesting. Small companies being bought out by large companies.
· We should solidify our ideas for the retreat at the August meeting if the mangers are coming in Sept.
Decision: Managers invited to Sept dinner with the board before the meeting and time at the meeting to talk about their future visioning, but not attending the retreat. The dinner will be at the same time, 6pm. The manager agenda item will be the first business item. Steve will send out the ideas he's heard for the retreat tonight to get feedback on them.

X        Monitoring Report for L-12 (Asset Protection):

Motion 07-2006 (#2) Motion to approve the L-12 monitoring report as submitted. M/S Colin / Toni
Discussion:
· The coop has never experienced a large liability claim? Is that in the financials?
o No it's not something that appears in the financials, but its in this report
· Is the coop ever going to get a back end system?
o We're always looking at it, but it is very costly. The NCGA is looking at it as a group and we'll keep apprised of their progress.
· Would we stay incompliance with this policy (insurance) if we were to expand?
o Yes we would up our insurance to cover any new assets or exposures as necessary.
· Regarding shoplifting, does this policy work, have you ever caught anyone?
o We catch many people. There's probably a lot more that are better at it that we don't catch, though.
· What about staff.
o Statistically we're told that staff is generally a problem, but we haven't ever caught anyone. There's trade offs between the ambiance of the work environment and security.
o I would think that the staff at the coop would feel more ownership of the business than employees at other types of stores.
Motion passed 7-0-0

Review of L-12
Revision date: 7/19/05
Discussion:
· It's seems that #'s 2 and 7 are redundant. Looked at the version that Michele is revising. Number 2 will now say: "Unnecessary exposure of the organization, staff, or directors (current or former) to claims of liability; or operation of the organization in a way that unnecessarily risks theft, loss, or damage to property." Delete #7. Michele will change her version that she's submitting next month.

XI        Guiding Principle II:

Questions/Comments:
· I find these overwhelming. I guess they need to be done, but they're so nebulous that you could write a novel or a few bullets.
· In reviewing this now, some of what Michele has responded to this, is good information for the retreat packet for further discussion.

XII        Preview of L-11 (Financial Condition):

Questions/Comments:
· Will report on the new version (4, 6, 7 & 8)
· Define the terms in the report for easy reference.
· Think about maybe referencing Co-op Grocer's benchmarks in the policy, as that's the guidelines the board has laid out.

XIII        Board / GM Linkage M3 and M4

· Do we direct you to achieve certain results?
o Through the budget.
· M3, #4 implies that the board may change policies essentially at any time. It implies a change in the contract with the GM. I'm bringing it up in terms of the contract with the GM and the timing of it. I don't think it's fair to anyone who's employed to change the terms of employment mid stream. The timing is my concern.
o I feel like because this is a cooperative effort and it's in agreement with her, so as long as she's in agreement there isn't a issue. If she objected, then I could see it as a problem.
· I assume that it's in her contract that we have the right and ability to make changes to the policies; it's not up to our employee to necessarily agree.
· I would like to see us come up with language that addresses timing.
· I'd like to see #4's language reduced to:
o "The Board may change its policies on the Guiding Principles and Executive Limitations at any time. As long as any particular policy is in place, the Board will respect and support the General Manager's choices."
o Everyone agrees to this new wording. Scribe will update and revise.
· Defer M4 to be handled with new policy changes.

XIV       NCGA Board Resolution:

· This is the Board giving Colin (Secretary) the permission to sign a motion that allows Steve (President) to sign a contract with NCGA.
· We were in a group previously called the NWCGA. We're now in a group called the NCGA, one of the primary purposes is to have a contract with UNFI, our main supplier. We will continue to get as good a deal as we had under our previous contract. It gives us access to better pricing with our supplier. Another benefit is access to trainings that are done by the group that cost us less than if we did them on our own. It does make us liable for two weeks of payables with UNFI if a coop in the group went under (and the other coops are also responsible for us). It gives us an incentive to help other struggling coops, which brings us all together. I'm recommending that we sign the contract to continue receiving the benefits we've had from signing the contract in the past.

Motion 07-2006 (#3) I move that the board of directors authorizes Stephen Albright, Board President, to sign the NCGA Participation and Compliance Agreement for the NCGA-UNFI Supply Program, contingent on management's thorough review of the final NCGA-UNFI Supply Agreement (Appendix A) and all additional background materials to be supplied by NCGA for full evaluation and analysis of the supply agreement and its impact on the coop. Management is also authorized to sign the participation agreement after an analysis of the supply agreement and additional background materials yields satisfaction that the supply agreement will be advantageous to the co-op. M/S Todd/Mark

Discussion:
· What's the downside
o Just being responsible for the A/P of coops that go under.
Motion Approved 7-0-0