|
First Alternative Board of Directors
Meeting Minutes Tuesday, December 20, 2005 |
| Board Members present: | Joanne McLennan, Colin King, Max Jones, Steve Albright, Toni Hoyman, Dave Hockman-Wert, and Margaret Jack |
| Board Members absent: | Chris Bentley, Esther McEvoy |
| Staff present: | Michele Adams, Dana Allen |
| Board Advisor: | Marcia Shaw |
| Consultants present: | None |
| Owners present: | None |
| Scribe: | Kevin Oder |
| President Joanne McLennan opened the Board meeting at 6:30pm. |
| I Owner Comment:
None |
| II Approval of Consent
Agenda: Motion 12-2005 (#1) Motion to adopt the consent agenda: approval of November Board meeting minutes, approval of December Board agenda with moving the Budget discussion after L-11, approval of committee meeting minutes, and approval of GM report. M/S Toni/Colin Motion passed 6-0-0 |
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III Approval of Minutes: |
| IV Announcements and Affirmations: · Sandra Helmick will not be returning to the Board so her positions will be open for the 2006 election. She will be missed. |
| V Board Calendar and
Timeline · BDC Jan meeting will be on January 18th · The new combo mailer will be mailed in April |
| VI Questions/Comments
on Committee/Meeting Reports Board Development Committee: No questions Executive minutes: No questions Finance minutes: No questions Owner Relations: No questions |
| VII GM Report Questions/Comments: Pete Davis will have the market study to Michele at the end of January and has offered to come to the February Board meeting to report to the Board and answer questions directly. Michele will make arrangements for Pete to come to the February meeting. Questions/Comments: · Regarding the Organic Trade Association- What is your sense of how it will turn out? It's hard to tell, but with the government we have right now, it doesn't appear that it will go well. · Regarding theft, do you feel that we have gangs of thieves coming in here or is it individuals? I don't think it's gangs, but it could be small groups of people or couples as well as individuals. The November numbers for Wine were better than they have been so hopefully the measures we've taken such as locking up the back stock and restricting access are helping. · As staff, I wonder how much of what's broken actually gets recorded and written off. We have procedures in place and hopefully they're being followed but, of course, if someone doesn't write something down, it's hard to know that they haven't done it. · Have you noticed theft in other departments besides wine? Wine is the only area that we've noticed the shrink. We know of theft in other areas, but it's not large enough to be noticed in the margin · Wine is only 2% of overall sales, so it seems like it's not a large dollar amount. That's probably true. Shoplifting hurts everyone, though, as we have to raise overall margins to cover theft loss. |
| VIII Monitoring Report
for L-11 Policy (Financial Condition): This is a revised report from last month. There were some questions about whether the figures were year to date or just for one period. Questions/Comments: Discussion of how the Board would like to look at the financial data - year to date or period by period. The general sense of it was that the Board as a whole would look at it year to date. The Finance Committee monitors the finances more closely for the Board. · There are still some inconsistencies and confusion in some of the numbers. Michele will correct the report and resubmit in January. |
| IX 2006 Budget Budget presented by the General Manager and Finance Manager. Thanks to all of the staff who had input into this budget draft. The budget is built on the major assumptions that were approved by the Board in November. This is the last time for making changes to the budget before accepting it in January. The Finance Committee has reviewed this document and given their input and revisions to it. This is the same format that was used for the 2005 budget last year. Reviewed the budget packet page by page. Questions / Comments: · On page 2, there are subtle differences between it and what we saw when we voted on the assumptions, what are the differences? The vote was based on sales, payroll, operating expenses, other income & expenses, and capital budget that the detail budget is built from. Those assumptions have not changed. We'll back in the assumptions cover page from November to make it clearer. · A net income of .83% doesn't seem like very much if we're planning on giving a substantial patronage refund for 2006. The Board would make a patronage refund decision based on a combination of factors, cash flow probably being the most important. It's not based just on income, but on how much cash is available and what plans there are for using that cash. o What do you consider substantial · I would think 2-3% of an owner's purchases, which seems unlikely to happen at this net income level. · Is there a place to put patronage refund planning into the budget document somewhere? Patronage refund is a function of cash as well as income. It could be worked into the proforma as a theoretical and show what impact it would have on cash flow to aid in the decision making process. · If we're going to make a commitment to patronage refund, it would be good to see how that use of cash would impact the future. It should be included in our planning process somewhere so that the cash is available. General discussion about priorities, reason for ownership, what's important to owners, the value of pooling resources vs. individual accounts as well as having resources available to grow the store in the future. As an informational item, I can do something outside of the budget package
with the proforma and the cash flow statement that would inform the Board
about what the impact of different decisions would be into the future.
As the situation changes from year to year, it's difficult to make a projection
out into the future. It seems better to me that decisions are based on
the current situation year to year. |
| Break |
| X Monitoring Report for L-13 (Data
Privacy) Questions/Comments: · On page 32, what's a passport training program? A training program, a series of classes, would be put together and then as each employee completes each segment they would have their card signed off until they had finished the entire series. Motion 12-2005 (#2) Motion to approve the L-13 monitoring report as submitted. M/S Max / Colin Motion passed 6-0-0
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| XI Monitoring Report
for L-14 (Community, Information, Education, & Outreach) Questions/Comments: · On page 39 #5, 2nd bullet - what is that $19,000 figure? It's the amount still due if inactive owners finished paying off their share. · How does that affect their owner discount? Inactive owners don't receive any benefits. · #6, 4th bullet - it seems you meant instead of paper bags not cloth bags. Yes · The owner comments that get printed in the Thymes, how do you decide what gets printed? The Thymes editor goes through them and decides what might be of interested to the readership as a whole. · Does the Thymes always run at a net loss? Yes, because of labor, but it's less of a gap than in past years. Advertising income is continuing to increase. · On diversity, what have we been doing? I looked into Health notes in Spanish, but it was $3,000 and we decided that there weren't enough customers that it would benefit for that level of expense. We're looking into other ways that would benefit more people. We also need to clarify in what terms we need diversity and what do we mean by it. · Identifying places where there is a barrier to participation that can be overcome. · If you determine that there's a need and a market that can be reached out to. · One thing that could be done is to identify what ingredients are used in ethnic foods that can be carried, especially in our bulk department where they're more affordable, and make them available. Right now there's ingredients that I can only get at a ethnic specialty food stores. · For outreach, we could put out information in other languages that would let those populations know that we're here and the products that we carry. · I noticed that the Chef's in the Classroom program has different cuisines from diverse cultures. · What is the EEO report generated for? Now that we're over a hundred employees, it's a report we're required to file. · Local gleaners get 1500 pounds a month? Yes, combined between the two stores. · This criteria for choosing outreach programs document is a good first start. · Does the Board want to come up with further rationale for staff to use in choosing which programs to fund? Do we want to use this list or start from a different perspective? · There would be a one set of criteria for selecting a program, a set of standards about the program will do and how it will continue to be evaluated, and a set of criteria for sun setting a program. · Reviewed the wording that was developed by the Board at the retreat. That will be part of our workplan this year. · I'd say there are different criteria for programs we've begun vs. an outside party coming to us asking for support. · Looking at support wages vs. owner appreciation discounts, I notice that the support owner workers expense is only half again as much for putting time and effort into the Coop vs. just showing up for owner appreciation sale day benefit. · For the first three quarters of the year, total owner benefits are $114,143. That's something to think about when evaluating patronage refund at the end of the year. Motion 12-2005 (#3) Motion to approve the L-14 monitoring report as submitted. M/S Dave/Toni Motion passed 6-0-0 Review of L-14 |
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XII Preview of L-6 Policy (Compensation
& Benefits) |
| XIII Preview of L-15
Policy (Growth) Revision date: 2/16/05 Discussion: · In terms of updating our policies, this policy contains two short broad statements. So perhaps at the end of the year, after working from our retreat and looking a growth, we'll want to revise this policy and build criteria we come up with into the policy. · The tools and criteria you use to manage growth and the scenarios to understand your tactics and strategies for managing growth. · How do you convince people who's first reaction to growth is "no" that it's a good idea. · How do you see your job in promoting the interconnection between FA and other coops and if we're not planning to expand to a community, how you see us helping to start up other coops in those communities - how are you prepared to help. · What are the challenges and drawbacks to increasing sales (growth) · If there were a cooperative in another community that wasn't FA, how would you manage that competition? · How do you define growth, besides just sales, from your perspective of where you want the store and organization to go to feed in to the Board's discussion on growth? · New Seasons in Portland has a model that they've used for growth, is there some way that we can use their model to inform what we're doing? |
| XIV 2006 Planning
Calendar Joanne passed out a draft 2006 Planning Calendar based on issues identified in the 2005 retreat that the Board wants to work on during 2006. The topics were broken down into calendar topics and scheduled by quarter. Reviewed the calendar. · It seems like the committees did a lot more of the work last year and came back to the Board. This looks like the Board doing the work. Yes, the Board would doing most of the work this time. · I didn't think that the Board would be making decisions on developing guidelines for a cooperative workplace. I envisioned their being a lot of gathering information. I think this would be more education and informing owners, not necessarily. There are many different models of a cooperative workplace. · Not all of the owners think about the workplace, but some of them do and their expectations aren't always the same as the reality. I don't think the Board would decide on this, but rather a committee would be formed that included owners that would develop what we mean by a cooperative workplace. That may be the way we handle this topic. The list from the retreat was varied and this document is a draft to start the process. How we handle each topic is yet to be determined. As a Board we need to decide what our goals are to start the conversation. Where it goes is a different issue. Education was high on the list at the retreat. First we want to audit where we are now and identify where we want to go. In terms of a cooperative workplace, we need to develop what that means and then how we want to communicate that to staff and our owners. · If the Board focuses on growth in the first few months, does ORC want to be apart of that? · I know that there's been interest in education by ORC members for a while. I don't have a sense that there's strong guidance from the Board yet. I agree, these are very broad, so I want input from the Board as to how we want to create a framework of discussions over the next year that dip in to those ideas. · I'd rather approach the issues from the retreat one at a time, not all in the first quarter. I'd prefer to approach growth first so that we've put together a model that will be ready when we need it. In terms of education, ORC can perhaps do the audit about where we are now. The next item that might follow is where we could be in the community and a plan for how to fill that gap. I think for a board to tackle both at once would be huge and giving some of the work to the committee might be better. · The L-14 report is loaded with a lot of the information on what we do now. It seems like it goes a long way to assessing what we do currently. Is there more information that the Board needs beyond this? Where does ORC think we need to go now? · It's a partial audit in that it says what it is but not what it could be and what it. There are questions that might be raised by the ORC members that aren't included here. · Over the years the issue of education has been raised, especially in terms of what it means to be a cooperative, not just at this coop, but coops in general. There's interest in having a focused group, either the ORC or another. We'd need to look at what's being done, what isn't being done and what needs to be done. Perhaps give the ORC a pretask of flushing out how developing this education plan would work. · I agree with Dave that this is a partial audit. It needs to be gone into more depth and the research needs to be done to assess where we are. What does it take to put together a program, hold it together, and grow it? · I like this outline. I think it would be helpful if we all took this home, thought about it, and tried to fill in the lines. Submit it to Exec to go through and put it together. · I think we should concentrate the next couple of months on growth and coming up with the criteria. · I think that Education is tight enough to be a delegate task. Give the task to a committee to research and report back to the Board. · Everyone agrees that first quarter we'll look at growth. The second quarter we'll have the feedback from the committee and the Board can take up education with that feedback. · This assignment fits with the ORC's work. Right now we need to finish the ballot questions and then we can move right in to this and get it back to the board. · Exec will come up with the formal agenda item for January's Board meeting to get them started with this task. · I'd like to be sure that it's written in such a way that the ORC has clear direction about what the Board wants out of the report so that they give the Board the information they're looking for. · I think it should be fleshed out before we pass it off to ORC. · I think people on the ORC have already thought about this already and can get back to the board with their ideas. · There should be frequent check backs so the ORC and the Board are in sync with the project. · On expansion, have past Board's worked on growth criteria before? o No one recalls criteria for growth being developed previously. o Michele will look through her records. |
| Meeting Adjourned: 10:25pm |