Minutes July 2005

First Alternative Board of Directors
Meeting Minutes
Tuesday, July 19, 2005

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

I Owner Comment: None

II Approval of Consent Agenda:
· June's Board minutes removed from the consent agenda and the June 9th BDC minutes

Motion 07-2005 (#1) Motion to adopt the consent agenda items as written including: approval of July Board agenda, approval of committee meeting minutes except for BDC, and approval of GM report. M/S Colin / Sandy. Motion passed 6-0-0.

III Approval of Minutes:
Discussion:
Line 127 adds the word "races" with ethnicity. Line 247 with should be "without" actual data. These corrections will be made.

Discussed the format of the Board minutes, should they be as detailed as they are or in a different format. It was decided to leave them in their current format.

Motion 07-2005 (#2) Motion to approve the June Board minutes as amended. M/S Sandy / Max. Motion passed 6-0-0.

IV Announcements and Affirmations:
· Toni may not be at the August Board Meeting.
· Margaret will not be here in August

V Board Calendar and Timeline
· July 23 is the 35th Anniversary Party at the South Store

VI Questions/Comments on Committee/Meeting Reports
Executive minutes: No questions
Finance minutes: None submitted (meeting held after Executive)
Owner Relations: No questions
Board Development Committee:
Discussion
Regarding the BDC minutes, why is the BDC deciding on a procedure for elections and staff Board members?
· The BDC chair, Steve Albright, was not present, but the recollection was that after the Board Election in 2004 and the issues that came up related to staff status of Board members & candidates, that the BDC was given the task of writing a procedure to address these issues for future elections. Once the procedure is written it will be forwarded to the Board for approval. The procedure hasn't been finalized yet. Will check with the BDC chair to be sure this understanding is correct.

Motion 07-2005 (#3) Motion to approve the BDC minutes. M/S Max / Margaret. Motion passed 6-0-0.

VII GM Report Questions / Comments:
Questions/Comments:
· Just a note, Tom's last name is spelt "Hewes"
· Thanks for keeping us apprised of the status of the Energy Trust Application.
· We lease the Dari Mart site, but when we upgrade, is it our equipment or theirs?
It's our equipment -they own the building. We bought the equipment from them when we opened the North store.
· Thanks about letting us know about Laurie. I know it will be a big issue for the Board around owner outreach and that budget.
Donna Kaiser was already the manager overseeing that department and that won't change. Now there will be two assistants working under Donna. The budget that was set last year by the Board will continue to be followed as planned for.

VIII Monitoring Report for L-12 (Asset Protection)
Questions/Comments:
· Very specific, clear, concise, easy to follow, thank you
· No mention of the warehouse and the lease.
We have coverage on the contents of the building. Evanite insures the building itself as they own it.
· Do you have a system regarding break-ins?
We don't. We haven't had a break-in for many years now. It's so expense to have a security system that the cost of the system would be far more than the few problems that we've experienced. If the wine still has a problem we might consider cameras, but it's been better since the reset.
· The Asset reserve account, is that saving for the future?
Yes, capital purchases for next year. Sales are doing really well this year, so we're saving the money that we can.

Motion 07-2005 (#4) Motion to approve the L-12 monitoring report as submitted. M/S Max / Colin Motion passes 6-0-0

Review of L-12
Revision date: 2/16/05
Discussion:
· The wording on #3 is confusing.
Discussed wording and changed to read:
"Procedures for receipt, processing, or disbursement of funds to be insufficient to meet the board appointed auditor's standards."

IX Report on Guiding Principle II
We don't typically accept or reject this report. It's a communication vehicle about where the GM is taking the organization. The Board's responsibility is to respond to the ideas in a strategic plan or to give the GM feedback about directions the Board doesn't want to pursue.
Questions/Comments:
· In the section "Where are we going", are we actually doing any of these things yet?
None of these things have been implemented yet. They could be things we're thinking about doing, though.
· In regards to insurance
Ashland owners can apply for a health insurance plan based on belonging to the Coop. It's a tie in to taking care of your health. I don't know if it would actually work, but it's an idea we can follow up on.
· Colin will follow up on that with Ashland as part of his project with health insurance.
· Michele does a lot to support the NCGA efforts. I think we're doing our job in trying to cooperate with other coops.
· I enjoy reading the visioning and dreaming about what might be.

Coming up later this meeting - The "M" policies are about how we run ourselves as a board. I think it's important to get a handle on how we use these policy and visioning reports to give the GM feedback.

I felt that going to CCMA as a board member and speaking to other coops, seeing what they're doing was a great experience. It gets your thoughts moving about ideas and wondering if we could do something similar. I know the GM does that all the time, but it's good for the board to have the experience as well.

At the retreat we'll be going over these visioning documents, looking towards the future.

X Preview of L-11 (Financial Condition)
Revision date: 2/16/05
Discussion:
· It would be to good share the new Cooperative Grocer's categorization that we are now and how that affects the comparative ratios that we use.

XI Preview of L-17 (Social Responsibility)
Revision date: 2/16/05
Discussion:
· This is a new policy that's only been reported on once before.
· On #3, tell us how you research the investments in terms of their social accountability.
· Referring to our owners, I was surprised in a financial report that you were able to raise so much cash so readily through owner loans. Is there anyway to monitor our community to see how much funding would be available in the future from our owners instead of banks?
· Do we get to see the guidelines that are referenced here?
The product selection guidelines are on page 50 of Section 600. Michele could bring a copy of the current boycott policy

XII Board / GM Linage M1, M2, M3, and M4
It's really good for the board to go over the rules and regulations on the Board itself.
M1
· It's important that we recognize that the Board acts as a unit in terms of interacting with the GM
· If I get one of those questions about "Why don't you…", I usually respond with "Well the Board says…" I find that's usually very helpful.
· Claire was really good at listening to what people had to say to see if there was an action item for the Board that should be discussed at a Board level.
M2
· The GM is our only real link to the store and the Board is not involved in staff relations.
· Before I was on the Board and just on the ORC, it seemed that Laurie was doing a lot of things that ORC was working on.
· That's part of the job that the GM has given to the staff to do that, but it's good to keep in mind that she's there in a certain capacity and to stay within that framework.
· Laurie would occasionally remind us that she'd have to check with Michele about whether that something was part of her job
· We do have policies that address staff treatment and we can address staff issues through that policy.
M3
· We use the L statements to put in any controls that we feel are necessary around the GM's responsibilities so issues are reported on. We make the policies, the GM enacts them, and the Board is free to change the policies as needed.
M4
· In regards to 2c, I'm not sure what that means.
· Maybe in a situation where you're not getting good information, then you could go into the store and check on it.
· I remember that as being if we don't really need a whole report, we can designate someone to follow up on it to clear something up without requiring a whole report.
· The schedule is in flux with the calendar committee's work.
· It would be nice to integrate a measurement for progress
· About 5b, going to the retreat and then coming out of it with a practical time-line and budget for the next period of time. That's how I read it, as a specific piece of the bigger picture.
· In the visioning report, it would be nice if you could pick and choose, prioritize which ones would be the most viable over the short term. How important is one thing is vs. another.

XIII Board Retreat Planning
Reviewed the Outline of the Planning Process and discussed what we did last year (the recap) and what we'd like to do this year. There isn't time enough to do all of the things on the outline in the time allotted for the retreat. We'll have to prioritize. What are the things that you'd love to see the Board take on as the next big thing or something that needs to be fixed? Reviewed the steps in creating the five-year plan to achieve those goals and steps that can be taken to further them. Monitoring the plan is another part of the process that was not very strong last year. Went over last year's Top Five strategic goals and who was assigned to work on each of them. We need to be thinking if this is what we want to do. Are there things from last year that we need to bring forward to this year?
· Can we get the information about last year's retreat?
The minutes are on the web. Last year the board got a whole manual before the retreat. Part of the process is deciding what will be in the retreat packet. The guiding principles reports, the retreat minutes, the strategic plan and follow up from last year.
· Is it appropriate for us to take on new work even if we haven't finished all of last year's work? We have many new Board members and they may have different ideas about the future.
· The retreat minutes are on the web, but there were refinements over the months following the retreat.
· I'd like the final boiled down version of the strategic directions that came out of last year's retreat.
· I'd like to talk about the environmental focus that is in our guiding principles but then money stops us from implementing the items that would be more in line with that focus. I'd like to talk about whether we want to use our money for more expensive environmentally friendly items and methods.
· I'd like to concentrate more on monitoring our progress this year so we know how we're progressing.
· The Board is responsible for monitoring our own work and progress and we need to do that more. We spend a lot of time hearing about reports that are about the past by definition, instead of about the future.
· The agenda's are structured in that way. We need a vehicle to change that.
· One of the main goals of the Calendar Committee in reorganizing the calendar and reports is to free up the agenda for other items.
· The monitoring reports could be read outside of the meeting rather than taking up Board meeting time to discuss them.
· The last couple of years, the Board has made the monitoring reports tell them what they want to know.
· We're at the point that we could probably handle the monitoring reports much as we do the committee minutes. They could be put on the consent agenda, and then pulled off for discussion if necessary.
· Should we decide to go this route, there would need to be a clear expectation that these reports are read and thought about before the meeting.
· Each monitoring report, the GM gives some ideas about what could be done to improve. I have limited enthusiasm for asking questions of the GM before she reports on a policy. We should be able to read the previous year to see what's the norm. I would eliminate the idea of previewing the report the month before the report is due. The Board's job is to decide if we want to update the policy.
· Finding a way to make the report outline the things that have changed since the last time it was reported on.
· It's the Board's responsibility to vision about the future. It's the GM's job to implement the Board's vision. It's good to have her input, but not to make it a substitute for the Board's own vision.
· We have relied on this particular GM and I don't think the members of this Board have the longevity and knowledge that the GM has at this time.
· Part of our job is to stay in touch with our owners and we could structure our contact with them to find out what they see in the future.
· One thing to remember about putting the L's on the consent agenda is that we wouldn't get the comments that we currently use in the GM's evaluation process.
· I have concerns about putting the monitoring reports on consent, we wouldn't get all the information that we do out of the discussions we have about the reports.
· Part of what you want to understand more about, though, is operations, which isn't necessarily where we want to be spending our time. I'd like to start thinking about ways to try it out.
· About the previews, when someone asks a question they're often told which monitoring report that's covered in. I like being able to ask specific questions ahead of time for the GM to answer in the report.
· I like to have questions that can be answered in the report. I would like to have discussions more about the future visioning than the portion of the report that focuses on the past.
· Tonight was more on process. We have another month before the retreat.
· I'm worried that we'll get sidetracked into the nitty gritty.
· There's a statement in our mission statement that could be looked at. Would it be good to have the Board members submit their ideas to Joanne before the next meeting?
· My sense is that if you don't do the nitty gritty at the time you have the ideas; it's hard to do it later.
· I didn't want to actually wordsmith at a retreat, is what I meant.
· This discussion is just the beginning to have us think about what's coming up.
· It will be a lot better than last year's retreat as everyone is planning to be there this year. If you're there, it's the right time to express opinions and concerns, rather than months later after the plan has already been set.
· The ORC is working towards finalizing their proposals around the owner worker program.
· When I went back to last year's Board retreat, what I read the task as, is can we get cost savings out off the owner worker program. ORC wasn't working on profit allocation. This year's patronage refund was part of the allocation process.
· Does ORC need to have this ready for the retreat?
· It's at the point where it can be an action item for the board, not as part of the retreat, but at a regular meeting.
· The patronage dividend results will be reported on by the next meeting.
· The September Board meeting will be at the retreat.

Meeting Adjourned: 8:30pm