Minutes 091705

First Alternative Board of Directors
Meeting Minutes
Tuesday, September 17, 2005

Board Members present:	Sandra Helmick, Max Jones, Margaret Jack, Chris Bentley, Joanne McLennan, Esther McEvoy, Toni Hoyman, Colin King, Steve Albright, and Dave Hockman-Wert
Board Members absent:	None
Staff present:	Michele Adams
Board Advisor:	Marcia Shaw
Consultants present:	None
Owners present:	None
Scribe:	Kevin Oder

Board President Joanne McLennan opened the meeting at 9:30am

I Owner Comment:
None

II Approval of Consent Agenda:
Motion 9-2005 (#1) approval of August Board meeting minutes, approval of September Board agenda, approval of committee meeting minutes, approval of Dave Hockman-Wert as ORC chair and approval of GM report.
M/S Dave/Colin Motion Passes 9-0-0

Additions or changes to consent agenda:
· None

III Approval of Minutes:
· Consent agenda

IV Announcements and Affirmations:
· Sandra will be unable to participate on the Board & Finance Committee due to health reasons.
· Joanne will not be here for the Exec or Board Meetings in October.

V Board Calendar and Timeline
· No changes

VI Questions/Comments on Committee/Meeting Reports
Board Development Committee: No questions
Finance minutes: No questions
Owner Relations: No questions

VII Questions or Comments: Monitoring reports submitted by the GM
The GM needs some direction from the Board on their interest in a possible Monroe St. sight so she can let the property management company know what our intent is if any.
Comments:
· Can we answer towards the end of the retreat?
That would probably be best. We just need to know if we're at all interested at this time so the space would be held for us.
· Clarify what kind of store we're talking about
Small grocery store, about half the size of the North store, grab & go quick stuff.
· This is something we'll take up at the retreat as part of future visioning in general
· Who is Gary Feuerstein?
Gary is a local engineer / developer at Endex Engineering. He's worked with us previously.
· Regarding the industry news section - Safeway is moving towards carrying healthier food down in California. Is this trend something we should keep our eyes on as it might move towards Oregon?

VIII Monitoring Report L-1 (Customer Service & Community)
Questions/Comments
· It's very helpful to have the connection to the Guiding principles at the beginning of the policy.

Motion 09-2005 (#2) Motion to approve the L-1 monitoring report as submitted.
M/S Max/Toni Motion passes 9-0-0

Review of L-1
Revision date: 7/19/05
Discussion:
· How does the review of these policies tie in with the Calendar committee and will it hinder their work?
o If we were to substantively change a policy it would, but not small word changes.
· As a customer I'd like to speak in favor of the library. There are books there that are unavailable elsewhere.
· Part of the issue is space and it's prioritizing the space for different programs.
· In terms of outreach, it's a decision to keep the library in house as opposed to sponsoring these types of books at the library that would be available to people outside of the Co-op and not taking up space on our floor.
· How Michele chooses to fulfill the policy is up to here, the Board needs to advise her if what she's doing is achieving those goals. In reviewing the policy, we give here direction.
· Tying in the demos with recipe books could be a good idea.
· I'm really positive about the recycling center. I've noticed that sometimes it's overflowing; can we get more help in keeping the area organized?

IX Monitoring Report L-2 (Quality Products)
Questions/Comments
· Thanks for sending the additional information from the produce department
· I need to clarify on the annual community impact report. I was surprised when I saw local expenditures down below 20%. Is that because there isn't enough produce?
We get as much as we can locally and then we have to go to the larger distributors to meet our customers demand. Much of it depends on time of the year. During the summer produce goes up to as much as 80%, but it's seasonal.
· Last year we had discussions regarding local produce supply with local farmers.
· So we buy products from distributors that might be bringing the products to their warehouses from producers that are local to us or further away, we don't know.
· What is your sense of our proactively seeking more local supply?
We do a great job in trying to find product locally. It's driven by what shoppers want to buy. We work with farmers to develop markets.
· So what is the problem with more local product
It has to do with supply meeting our customers needs. The farmers sell at the farmers market first and then sell to us. We have to get whatever additional product we need from the distributor once we've exhausted local supply.
· It could also be educating consumers as to different products and then developing the market with the farmers.
· We had a series of meetings with local farmers to work with them about the coops needs so the farmers could work on supplying us. We could work to facilitate promote that further.
· So, are you saying that the local farmers are making their income at the farmers markets as opposed to selling at the Co-op?
Yes, at the farmers' markets the farmers are direct selling at retail, they sell to us at wholesale, which is less income for them, then the direct sales.
· Certifying the store organically, are we going in that direction?
We are preparing for the certification process, but not actually certifying at this time. We actually have many of the programs in place for the most part, but the kitchen is the biggest challenge. We don't have the space necessary to separate the organic and non-organic ingredients at this time.
· As the GM, in a year, what would you like to see us make steps to improve in?
I'd have to think about it. I wouldn't want to answer off the top of my head.
· If someone has more specific ideas regarding education and outreach, would those ideas go to a committee?
o ORC

Motion 09-2005 (#3) Motion to approve the L-2 monitoring report as submitted.
M/S Chris/Steve Motion passes 9-0-0

Review of L-2
Revision date: 2/16/05
Discussion:
· Discussed the monitoring report process in general.

X Monitoring Report L-7 (Owner Workers)
Questions/Comments
· I thing the support owner worker discounts are the best part of the below the line community service outreach.
o An example?
· The operational owner workers getting paid vs. the people getting a discount. The support workers doing the community service part are the ones that are most valuable.
· ORC spent the first four months of this year interviewing everyone about these programs and we got lots of positive support from both staff and owner workers about the operational owner worker program. There were a few complaints from staff, but over all there was a lot of support from a wide range of the people, including staff, that we talk to.
o A lot of those comments apply to both groups.
· My comments were in regards to the operational owner workers. The support owner workers are out in the community not in the store. There was support for both programs.
Discussed the differences between the two programs.
· So what is the conflict?
o Resources, money going to whichever program. The value is subjective, which is why there are so many opinions about how we should spend our money.
Discussed the numbers of workers involved in each program.
· ORC has spent a lot of time investigating these programs and the expenditures for them over this last year. That report will be forthcoming from ORC at the next Board meeting (Oct).
· We will be discussing this in detail with that report at a future meeting.

Motion 09-2005 (#4) Motion to approve the L-7 monitoring report as submitted.
M/S Max/Sandy Motion passes 9-0-0

Review of L-7
Revision date: 2/16/05
Discussion:
Discussed the intent of #2 "Make support owner worker labor available to outside agencies to the extent that it is financially prudent to do."
· In terms of outside agencies, it seems that the calzone booth and chefs in the classroom are still our programs.
· We support different agencies, but they're still our programs. We used to support and pay for people to work at outside agencies in programs that were not run by FA. My recollection is that the Board decided they didn't want to do that anymore because we don't have any control. So I took the question (#2) to be programs that we run for the benefit of other agencies like the Chef's in the classroom in school classrooms or administering the community gardens on City property. We could go back to paying support workers to spend time in outside programs again, but it would have to be at the Board's direction again as it was a huge program.
· What would happen if we just eliminated #2 if it doesn't say anything useful to us? If it is an old concept we don't use anymore, would we lose anything in just eliminating it?
· I feel that we are doing it in the terms that the GM is interpreting it. Maybe it's just word smithing it to bring it more in line with that interpretation and then keeping it.
· Policy language needs to be important things we want to be sure that the GM is doing, so if we're not expecting them to be done, then the language shouldn't be there.
· I value the things that are listed in the report under number #2, so I would support a rewording rather than elimination.
· I don't think the interpretation has to be under someone else's authority. I think the way our programs are run with our workers directed by us at the outside facility could be word smithed.
· These programs are in L-14 and seem to fall under that.
· I think we should leave #2, but change the words. This is only about what are owner workers are doing which is somewhat different than L-14.
· It is in #4 of L-14, but it doesn't say it in terms of our owner workers. We need to say in a policy that we want our owner workers being paid out in the community.
· These are starting to seem like to separate issues, one of L-14 of doing stuff in the community and L-7 having owner workers do them.
· Since this is specific to owner workers, I don't think there's a problem with leaving it in there.
· Every policy needs to say the GM should be doing it or the GM can't do it. This seems to be something that used to be done and then the Board told the GM not to do it, but the policy was not rewritten to reflect that. I don't think this falls into you must or must not do that anymore.
· Part of the problem is that there are no guidelines around this statement.
· If we remove #2, does that mean we couldn't do it anymore?
· No, it could still be done as long as the policy doesn't say the GM can't.

Motion 09-2005 (#5) I move that we eliminate #2 from the policy M/S Margaret/Max
Discussion:
· I don't feel we should strike it. Those things under the policy are not under L-14. I would give guidance to the calendar committee so the possibility is not dropped and some guidance is given to the GM and some way that the GM would report back on it.
· I'm concerned with the calendar committee changing the policies. I like the idea of consolidating, but I'm worried about losing things as part of that process. That's my concern with the calendar committee. I don't think that removing the language means that it could never happen, it would as long as it's not prohibited.
Motion passed 4-3-2
· I voted nay because I think there are certain things that the Co-op should be doing like promoting other cooperatives that are in line with our principles and if that means that we allow someone to work at another organization and this allows that and nothing else does, then it's important.
· This only references owner workers, we do use staff to promote outside programs.
· We do have the statement that we support other Co-ops. The GM can promote this activity as part of that

Discussed the Calendar committee's work and whether things are being delegated to that committee to change policies. Concern expressed regarding the Board assigning policy changes to a subcommittee. Consolidating existing policies is one thing and suggesting modifications would be appropriate, but actual change is different.

XI Preview of L-10 (Financial Planning)
Revision date: 2/16/05
Discussion:
· None

XII Preview Guiding Principle 3
· I would like to expound on the education part and things that we're not doing now and what are your ideas for the future.
· What publications do you think would be pertinent to the Board or Coop?
· Organic as relevant to nurseries and brought into the store. How do we address and define organic in relation to vegetables and the store in general.

XIII Preview Guiding Principle 4
· How is this determined in relation to how we determine our margins?

XIV Bank Signor Resolution
Motion 09-2005 (#6) Motion to approve the Bank Signor Resolution authorizing the General Manager to select and approve all signors on the cash accounts of First Alternative Cooperative.
M/S Max/Sandra Motion passes 9-0-0

XV Finance Committee Members
Max is having a conflict with his work schedule and changing the meeting time and date as well as a need to focus on the Calendar committee. Jerry Heilman has travel commitments for work in Oct & Nov during the budgeting process. Sandra needs to resign due to health reasons. There are other competent long time owner committee members, but there probably should be more board participation, especially during the budgeting process, and a new chair needs to be named.

Discussed possible committee assignments.

Motion 09-2005 (#7) Motion to approve Toni Hoyman as the Chair and Chris Bentley as a member of the Finance Committee with Max Jones resigning. M/S Sandra/Max Motion passes 9-0-0.

Meeting Adjourned: 11:45am