April2007 Wheatsville Board of Directors Minutes

Wheatsville Board of Directors

Board Meeting Minutes (approved)

April 24, 2007

Present: Johnny Livesay, Bryan Butler, Rose Marie Klee, Jane Kurzawa Cravey, Jimmy Robertson, Marilyn Fowler and Bob Kinney

Absent: Colin Borchert and Tony Piccola

Also Present: Dan Gillotte (General Manager), John Perkins (Finance Manager) and Roger Kew (guest)

Call to Order: 6:09 PM with Rose Marie Klee moderating

Dan Gillotte introduced Allen Schroeder the newly-appointed Merchandising Manager who formerly was the bulk buyer

Consent Agenda -- 6:11pm

Added Projects Usage and Sources document from John Perkins
Pulled March minutes and board monitor B4
GM Report and Operations Report accepted -- vote 7.0.0 -- motion Livesay -- second Cravey

March minutes discussion -- 6:15pm

Board secretary needs to work more closely with recording secretary (JKC)
Original process was to send out unapproved minutes, receive suggested edits and place second version on consent agenda. Question is how to reconcile two conflicting edits (DG)
Why don't we go back to old process of suggesting changes during board meeting when all are present (BK)
New process has worked well in past (RMK)
Keep on consent agenda (JL).
Colin to edit March minutes and place on consent agenda May 24 meeting.

Monitor B4 policy -- 6:23pm

Maybe more details are needed but board consultant said previous monitor reports were ok.
Monitor report accepted -- 6.1.0 -- motion Fowler -- Kinney second

Agenda Items

3rd Quarter Financials -- 6:28pm

Discussion of member surcharge revenues dropping since more member owners are shopping
Although renovation expenses reduced profits for 3rd quarter and year to date, most of those expenses are expected to be reclassified as leasehold improvements to be amortized in the year-end financials, thereby substantially increasing profits for the year
DG and JP will discuss this with cpa
Overall another great quarter and larger than second quarter
vote 7.0.0 to accept financials -- motion Cravey -- second Livesay -- formally accept at May meeting

Board Budget -- 6:40pm

Budget proposed by Cravey -- kudos for her presentation
idea of creating "buckets" within budget -- e.g., mailout fall election ballots, board shopping discounts, bylaw revision cost, outreach to members -- agreed on creating a budget of $40,000 to be included in the 2007-08 budget due for voting approval in May meeting.

Nominations committee -- 6:55pm

Cravey and Kinney volunteer for committee -- Livesay to send manual to them for revision -- two staff and four non-staff positions open in fall election
Livesay not running for another staff rep term and Butler is
Fowler and Piccola not running again -- Borchert and Kinney will. Committee to report at every upcoming board meeting
August 15 deadline for candidates

Attendance at CCMA June meeting -- 7:02pm

Klee, Cravey, Livesay, Robertson, Kinney and maybe Butler to attend. WV to split cost with Black Star Co-op for Livesay attendance.

May 22 member dinner -- 7:08pm

Butler, Fowler and Klee will attend (Livesay and Cravey back-up subs if needed)
Above three need to plan agenda and facilitate dinner more than happened during our first dinner
board members should hang out under WV awning to talk with interested folks regularly

Monitor GM policies D3 (Planning & Budget) and D4 (Financial Condition) -- 7:14pm

Accepted without discussion -- 6.0.0

Bylaw revision -- 7:16pm

(RMK) Klee, Gillotte and Perkins had a one hour conversation on 4.17 with Laddie Lushin who has been hired by board to create a draft revision for member approval. We can place revision before members by the Fall 07 election if we continue to work diligently through the process. Most of bylaws need revision so it's best to start from scratch. Board needs to identify major areas of revision, gather member input, add board input and get to Laddie asap
(RMK) -- Each bylaw has a reason so that integrity must be acknowledged
(JR) -- We don't adhere to the bylaws. Keeping what we want doesn't destroy its essence
(JL) -- Laddie has a good bylaw track record with co-ops and their legal issues. A clean start from a pro would not disrespect our bylaws
(JP) -- Bylaws are uniquely WV
(JR) -- We should act now since we've been talking about this for too long
(RMK) -- Co-op governance has progressed during last 20 years but the board has not kept up with the changes by putting bylaw revisions to a member vote. We need a pro to help us do this job. Our collective time would be better spent on other issues
(BK) -- Laddie will provide the framework of the bylaws and the board specifies topics based on their input, as well as member input
(DG) -- Plan is to put out request for comments from members, gather their comments, add ours and pass on to Laddie
(JR) -- Instead of slating further discussion about this at our May meeting, all folks should attend a special bylaws meeting on Monday, May 7, at WV from 6 to 7:30pm.
RMK to send out calendar via email for board feedback.

Renovation update -- 8:16pm

(DG) Project cost reduced from $2.5m to $2.3m by DG working with architect and contractor. More reductions to come. Subcontractors slow with submitting bids. Project proforma will be updated with third quarter financials. Two financial institutions will receive this information to consider a loan to us. Project will take one year with 8 to 10 weeks slated for Instep renovation to office space and meeting room, followed by store renovation.
Board approval via email (with an updated proforma) will take place around May 7 to enter into a contract with Harper Construction and to approve the cost of financing. New plan for the retaining wall will cost less and have less impact on three neighbors.

VISION 8:25pm

Marshall Kovitz advice on long-range planning read to board. We need to link up with boards of other co-ops in Austin to share long-range planning. Bring in speakers and meet with other boards. Hold a summit meeting of all local co-ops. Board creates the future by talking about the future. Board should give GM and staff clear directions. They produce ends that board is looking for. Talk must jibe with doing. GM gets us to where the board wants to go. How to move forward? Seems there is general enthusiasm for talking with others. Shepherd each ends goal every year. Figure out where we want to be in 30 years, revisit it yearly and set goals for every year. Stage city-wide symposia on different ideas. Compile all ideas into one spreadsheet.
Member-owner Roger Kew thanks board members for their commitment. He suggests distributing large plastic (or light canvas) bags for shopper to use and then replace them when worn like many folks in Europe do. He also suggests WV try to acquire the Whole Foods-Sun Harvest site at South Lamar and Ben White. Third suggestion is load a van with produce, bulk foods, etc. and then make regular stops in Austin locations.

Executive session -- 9:11 to 9:20pm

May agenda items

Approve 2007-08 budget including board budget
3rd quarter financials -- approve
Bylaws update
Nominations update
Vision -- JL and CB draft ends policies & JKC adds to March agenda summary of long range goals from board retreat
Monitor B5 -- JL

Board self evaluation

Made good progress on bylaws
Nice to have member-owner Roger Kew as a visitor
Missed Colin, Tony and Alison

Adjourn -- 9:24pm