The minutes from the November Board meeting will be removed from the consent agenda.

Motion 12-2006 (#1) Motion to adopt the consent agenda items as written including: approval of December Board agenda, approval of committee meeting minutes, and approval of GM report. Toni / Colin 7-0-0

III        Approval of Minutes:

· I want to know who has access to the executive minutes.
o They are only available to the board members. They are kept in a locked archive.
· In the call from Stahlbush there are some comments that were left out. I would like the minutes to reflect that it is possible that anyone could have made that call. It kind of makes it sound like a board member actually made the call.
o Perhaps it could reflect that we discussed the possibility of an outside party making the call.

Motion 12-2006 (#2) Motion to adopt the November Board minutes, with the discussed changes made. Colin / Toni 7-0-0

IV        Announcements and Affirmations:

· I did not receive any forms for interest in CCMA. I have received two nomination forms. We have not yet had the BDC meeting so there is still time to hand in nominations.
· Anyone who wants to attend the CBLD meeting in Seattle needs to respond to the email that was sent to all board members.
o We do not have a set transportation plan as of yet.
o Perhaps we should have an agenda item at the next meeting to determine our transportation options.
o The scribe will come back with proposals for transportation to the Seattle CBLD meeting.
· Steve is responsible for the next month's Thymes article. Is anyone willing to trade?
o Fred has volunteered to write the next month's article.
· Please give any comments on the ORC flyer to Esther. If you do not have them right now, please email them or put them in her box.

VII       Provender Report
· What was the reaction to developing a local food processing plant and market?
o The speakers were talking about a very active group to develop local food processors.
· Did anyone who attended the conference note that our Co-op is actively processing and packaging food? At the last meeting, it was mentioned that we are being approached to expand our current operations.
o The speaker was talking more along the lines of canning and meatpacking.
· I feel that this may be more than we can take on. It would be overwhelming to take on a whole other aspect of the food business.
o If feel that if we were to support another group that was pursuing these goals, that would be enough.
· Another point that was made was for Co-op people to go out into the community and interface with farmers.
o My impression was that this is not something that the co-op would take on as an individual entity, but rather, would support another group.
o The Ten-Rivers Food Web is a group that is pursuing these goals.
o Perhaps at the next owner meeting or dinner, we could arrange for someone from this group to speak.
o I do want to know more about this but I feel that I could not take it on at this time. I like the proposal of having someone speak to the board.
o Do we know when the next owner dinner meeting will be?
§ ORC will look into when this will happen.
§ Liz and Fred will contact Harry McCormick about speaking at this meeting.
· At the governance workshop, they suggested that there is a hands-off operations attitude that tends to come out of policy governance. It was suggested that this is an extreme stance and boards should accept more responsibility for all aspects of co-op management.
o It had been mentioned at the executive meeting that malfeasance is the only excuse for operational interference. The workshop suggested a more proactive approach.
o I believe that this training in April will address many of these same questions from a different standpoint. We should probably wait on this topic until after the training.

VIII       Draft Budget 2007: Presented by Marty Schultz

Consultant, Marty Schultz, and Finance Manager, Dana Allen, were present along with Michele to answer questions about this report.
· Is the proposed growth rate overly optimistic?
o No, I believe that it is very reasonable.
· To be more in line with cooperative grocer benchmarks, we are moving the payroll for janitorial and commissary expenses into other operating expenses.
· Keep in mind that this budget is based upon a two-store model. It does not account for any additional operations that may occur.
· If you have any concerns or comments regarding the budget, you need to make sure they reach the finance committee before their January meeting.

IX        Finance Training with Marty Schultz

The finance training was conducted in conjunction with the budget presentation.

X        Proposed Tiebreaker Procedure for Election of Directors

· The procedure was accepted. No motion was required.

XI        Resubmitted L-5 Report

· I think that this was a great revision.
Motion 12-2006 (#3) Motion to accept revised the L-5 report. Dave / Toni 7-0-0

XII        L-10 Environmental Protection Report

· It may be beneficial for future reports to define the word 'pollutants'.
· I wanted to clarify a few items. On shipping and packaging on pg. 83, it mentions that a ton of recycled cardboard saves 17 trees. Do we know how many tons we recycle?
o We don't have a bailer and do not sell our recycled cardboard. Without doing this we have no idea how much we are recycling.
· On page 86, it says that FA was nominated for business of the year. Is this for the city of Corvallis?
o Yes. Steve will be accompanying me to the award ceremony. I was also nominated for businessperson of the year.
· On page 87, it mentions battery recycling. Do we use rechargables?
o We don't use a lot of batteries, but when we do, we often use rechargeable batteries.
· It seems like we have a lot of accomplishments here. Do we ever make this information public, such as on our website? I think it is important that we make this information available to the owners and our customers. They should know what they are supporting by shopping at our store.
· I would like to address the recycling issue that was brought before ORC, specifically, what is being recycled at our center. I am concerned because I have been approached by owners, claiming that we used to recycle more.
o Actually, we are collecting more than Allied will take from us. Styrofoam and hard plastics are being collected at our recycling center.
o Often, people are leaving more than what Allied takes. We have support volunteers that sort through and process the things that Allied does not.
o Do you know where these things are going?
§ Not specifically, but either to Eugene or Portland.
o As people find out that we are taking on more than the city, will it become too much of a program for us to take on?
§ It is a concern but we are able to handle what we have now. Transport is the main problem right now.
o I saw that metal was mentioned. Metal is at a premium right now. Are we getting paid for the metal we recycle?
§ I think that we are only taking steel right now. It really isn't enough money to worry about.
· I think that this would be a nice thing for people to be aware of, but also, for them to be aware of Allied's shortcomings. An article in the Thymes might be a good venue for this.
o It is the city that we want to pressure because they hire Allied as opposed to others.
o There isn't enough money. There have been significant budget cuts and they have to come from somewhere.
o This isn't really a board concern.
· The 7000 dollars that is on the capital budget list, how does this fit into this picture?
o It is for a structure inside the store. It probably wont even cost that much. 7000 is just to be safe.

Motion 12-2006 (#4) Motion to accept the L-10 report as presented. Fred / Mark 7-0-0

XIII        Review L-10 Policy

· I feel that this was incredibly redundant. It should get sent to the policy governance committee for work.
· First we should decide as a board, what is it that we want to know about from Michele that would inform the shaping of this policy.
· Many of these items are too vague. The language should reflect specific objectives that we want to achieve, rather than abstract language like 'work with', 'support', 'consider' and 'offer'.
· We wont come back to this for a year. In this time I think, at least, the committee could remove redundancy.
o This will be added to the policy governance committee's ongoing list.
· What is the cost of these recycling efforts? This may be an important piece of knowledge if we have to make opportunity cost decisions.
o Could we get a rough estimate of the costs?
o If we had to, Styrofoam would be the first thing to go. It is almost out of control at this point.
o The reality is that we cannot jeopardize operations to continue recycling. It seems that Michele has already thought about this.
· Many of these issues are not really board concerns. A more appropriate discussion would be whether we want to help another entity become a recycling operation.
o If this is a genuine interest, someone should collect preliminary data and then bring it before the board.

XIV       Policy Governance Update

· We had our first meeting, with Todd, Michele, Claire, and myself (Liz). We talked about tightening things up to reduce repetition.
· We highlighted end statements as our first task.
o We looked at using the guiding principles to create these statements.
o We also looked at the end statements of another co-op. They put the definitions of ambiguous phrases in the margins of their document to make the actual end statements less wordy. It made for easy reference and clear meaning.
· We also talked about not having reports on these end statements. The L statements cover everything that is covered by the end statements.
o I am having a problem with not monitoring the end statements. Everything that I understand about them says that they need to have at least a yearly progress report.
o Maybe our problem is that much of the 'where are we going' discussion is already in these L statements. Perhaps it should be moved into our end statements.
o Eventually, the L statements should be pro-forma. It should have a measure followed by a yes or no.
o The ends should be viewed as nested bowls. We should start with a very broad end statement and then look at the specific ways that we want to achieve our ends. Profit is usually the chief end of a company. Since we are a non-profit, we have to be very articulate about what our ends are.
§ We have done the job of articulating the large concepts. Now we need to focus on the smaller concepts, the nested ends.
o Before any reporting on these ends can occur, we need to make decisions on these smaller ends.
§ You are never really finished stating these ends. They are continually refined, becoming more and more articulate.
o Since we are about to have training on these issues I am not terribly worried about our progress right now.

XV       Preview L-1

· After taking the advice of speakers at Provender, we decided to only do the staff survey every other year. This will limit the amount of data available.
· I would like to see if you feel that some of these items might be able to be grouped together.
o If there are any further groupings or eliminations you want, the committee should handle it.
· Even though many of these items are nitpicky, it would not be enough to have a simple 'yes' statement. We want to avoid becoming a rubber stamp. Certain amounts of 'proof' are necessary.
· A lot of these types of 'proof' are external reports. I think part of what should happen, is we as a board should say when we want these external reports to be made available.
o The best time for these reports is when the corresponding L statement is being reviewed.
o Really, we should be able to ask for these kinds of things whenever we need them.
o The problem with too many external reports is that they are expensive.
o All outside audits should come through the board.
· There are lots of items here. Would there be a problem with interpreting multiple items in the same way?