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Wheatsville Board of Directors

Monthly Minutes -- May 5, 2005

Present: Bob Kinney, Johnny Livesay, Ryan Vanstone, Colin Borchert, Jane Kurzawa Cravey, David Pease, Shari Holland
Absent: Rose Marie Klee, Jimmy Robertson
Present: John Perkins, Financial Manager, and Dan Gillotte, General Manager

Meeting brought to order at 6:10 pm.

Agenda Items:

Seat Colin Borchert, general housekeeping, review board training, discuss May 22 gathering, approve 3rd quarter financials, review March estimate, form Nominations Committee, Monitor policies D1 (General Executive Responsibilities) and D5 (Financial Condition), Listen to GM, Committee, and Staff Reports, board meeting self-evaluation.

HOUSEKEEPING:

• Shari moved to officially accept the resignation of Jill Kayser. Jane seconded. Passed 6-0.
• The board voted to officially seat Colin Borchert. Passed 6-0.

Agenda Review:

The Following Items Were Added to the Agenda:

• The Finance Committee sent an email two days prior to the meeting requesting that the board discuss the possibility of redeeming all current Member Investor Shares.
• Jane requested allotting time to add Colin to the board structure (i.e. joining committees, finalizing roles). Colin agreed that this would be helpful.
• Dan requested a final count of board members to CCMA.
• Johnny requested a report about the most recent member dinners, as Johnny had been out of town.
• There was discussion about the monthly estimates (as presented by the GM) being too lengthy for the board to read. Shari moved that the monthly estimates be summarized in the GM Managers report. David seconded. Passed 7-0.
• There was discussion about the board self-evaluations. Shari stressed that the spirit of these evaluations is not to grade performance, nor to evaluate on an individual level, but rather to discuss performance, efficiency, and general well-being at a board level. She stressed that although we will need an official policy, until such a policy exists we must be cognizant of doing this "unofficially" at each meeting.

Announcements:
None

Approval of Minutes:
April 7, 2005 Minutes

• The vote on the move to adjourn was edited from 8-0 to 6-0.
• Bob moved to approve the minutes. Jane seconded. Passed 5-0-2.
  

April 28, 2005 Minutes

• Several minor edits were made to the wording of the minutes to improve clarity and accuracy.
• In discussion of the Pro Forma, the words "approved by" were changed to "presented to," since the board does not need to approve the final Pro Forma.
• In discussion of the Pro Forma, the concerns Jimmy had about reporting by fiscal year or by project year was clarified, with help from Dan.
• In discussion of the final board dinner with the co-ops, language was added to acknowledge that we will also be having some contact with representatives from local businesses at this meeting.
• Jane moved to approve the minutes. Shari seconded. Passed 6-0-1.

Open Time:
No one present.

GOVERNANCE:

Reviewing Board Training -- 6:30 pm

• The purpose of this agenda item was to review what we needed to get done to become compliant as a fully functioning policy governance board, and how to schedule and accomplish these things.
• Shari wondered when we would have time to tackle this massive issue. In June, we have Bill Gessner's visit. In July, we already have 2 of the 3 hours reserved for reviewing the GM performance. There was some discussion about this.
• Shari suggested that the Policy Committee get together and come up with a schedule for how the board will update/amend policy. She suggested late June as a good meeting time, which would empower the board to work on policy at the August board meeting. The board agreed to this.

May 22nd Member Gathering -- 6:40 pm

Dan brought this agenda item into discussion by describing the event briefly. He noted that he will provide some food samples and refreshments, and will be guiding tours through the back area and offices every 30 minutes. Members who attend will receive a certificate for 10% off their groceries. He envisions it as more of an event one could drop into for a while and appreciate, rather than have to stay the entire 3 hours.

The board discussed their role at the gathering. There will be a table set up as there was at the herb fair. The board will answer questions, talk with member owners, etc. Board members are encouraged to attend the entire time if possible, and even come early if they want to help set up, but some have noted conflicts of time, and that is accepted.

A side discussion arose concerning whether board meetings should be announced via email to the Wheatsville listserv. Those in favor of this noted that they wanted members to have more accessibility to the board. The dissenting opinion voiced concerns that it would be considered an unwanted email, or just too much email. As a compromise, the notification will not be sent in a separate email, but will be added to the end of Dan's pre-existing monthly email.

There were concerns about adding too much length to Dan's email, so it was decided that the notification will be very short and simple, saying something to the effect of, "The Board of Directors meets the first Thursday of every month. You can view the agenda and minutes at the member center or by clicking <here>."

Approving 3rd Quarter Financials -- 6:55 pm

• John presented a balance sheet for the 3rd quarter, and noted a few minor errors that had been corrected.
• Other than being thrilled by the financial performance of WV, the board had no comments.
• Jane moved to approve the financial statements. Bob seconded. The motion passed 7-0.

Creating a Nominations Committee -- 7:00 pm

• The purpose of this agenda item was to create a Nominations Committee which will be charged with finding a few qualified individuals to run for the BoD. This will need to be done by August 15th, the deadline for the Wheatsville Breeze.
• Bob, Shari, David, and the staff reps (Johnny and Ryan) will all be up for re-election. Also, although Colin is filling in a two year term for Jill Kayser, since he was appointed to the Board, by-laws specify that he must run for re-election this fall as well. Bob expressed some interest in changing this by-law at a later date. Bob, Johnny, and Colin have already decided they will run again this fall. David and Ryan are still undecided. Shari said she would not run due to family obligations. This means there may be 2 non-staff board positions that need to be filled.
• Dan expressed concerns about having congruency as the board changes, since this is a pivotal point in Wheatsville's development. How open will this process be?
• There was also concern about the board changing just as we are trying to become fully functioning as a policy governance board. Colin suggested that we finish all the policy governance changes before the end of the year. The board in general seemed to agree to this as a goal, although no formal motions were made.
• Bob suggested that he committee perhaps shoot for 2 or 3 really good candidates, rather than diluting the voting pool. He noted that there could be good candidates who work for some of the WV sponsored community action groups. There were concerns that this could be a conflict of interest, but the board decided it would not.
• Dan had a few names that were submitted at the Herb Fair. He would send this information into the Nominations Committee.
• Something else the Nominations Committee will work on is updating the questions asked to board candidates (the answers of which provide the "platform" that members vote on). Bob will provide the questions to the Committee, but there may be some work done by the committee to improve the overall process.
• Johnny and Jane joined the Nominations Committee. Rose Marie and Jimmy may be interested, so they will be contacted. If not, Bob volunteered to help out the committee as well.
• Johnny initiated discussion about the importance of member involvement with Wheatsville. Are we doing enough? Are we doing the right sorts of things? He expressed dissatisfaction with how long it takes to reach the required number of votes on board elections, and the turn out at member gatherings. Since education is in our mission statement, he thinks educating people on what a co-op is and does and how to get involved should be more on the forefront.
• Johnny also thought it was unfeasible for the cashier staff to push voting due to simple volume of work.
• It was decided that, in regard to Johnny's statements, the board would man a voting booth on Saturdays and perhaps some of the busier weeknights while the election is still open to encourage voting, and general member linkage.
• Bob suggested that if WV ever reinstated the position of Membership Director (a PR job), that person could help with elections extensively.

Monitoring GM Performance -- 7:20 pm

• This month the board is monitoring policies D1 (General Executive Responsibilities) and D5 (Financial Condition).
• The board in general was impressed with the specifics Dan supplied in proving that he is compliant with policy. This was something Marilyn brought up, and it was noted that Dan did a great job addressing her concerns and applying them to his reports.
• Jane found some of Dan's language difficult to digest. Dan assured the board that the language he used was typical of language used by GMs at other co-ops. He said that Marilyn would be looking these reports, and will be able to give him feedback about this.
• Shari noted that the board had changed policy D1. She will email board with the change. She believes that the changes made were to eliminate redundancy, so it will actually require less work of Dan to answer it in the future.
• Bob asked if the board had changed policies D9 and D13, both of which we'd be reviewing next month. Shari said she would email the board with the entire new packet as approved. This way, we could approve D1 now, and start next month with the revised policies.
• Shari moved to approve Dan's report on policy D1. Johnny seconded. The motion passed 7-0.
• Moving on to D5, Jane noted that numbering exists on the board copy of the D5 report. Dan said that his copy did not have numbering. We decided that no action needed to be taken because the policy will have been amended/changed by the next time it comes around for reporting.
• Jane asked about the part of the policy which requires the GM to either have an annual audit or annual financial review. He has almost exclusively opted with the latter. Jane wondered why. Bob said that audits are expensive, and WV has had problems with CPAs not understanding the financial goals of a co-operative such as WV.
• Dan concurred and said that he thought an audit every few years (2-5) is helpful, but reviews have been adequate thus far.
• John added that with auditing there is the question of whether or not we want to use the same auditor every time. The plus to that is we have an auditor who is familiar with us, the minus is that we might have an auditor who is too familiar with us, and perhaps makes the same omissions/mistakes year after year. At any rate, he said that Debra, who does our annual reviews, can also provide audits.
• Jane made a motion for Dan to research what other co-ops are doing in regard to auditing frequency by the July meeting. Shari seconded. The motion passed 7-0.
• Dan wanted to make a change to his response to the segment of D5 policy which specified that the GM cannot spend a lump sum greater than $5,000 without board approval. Dan had answered that he had not made any purchases, but wanted to edit his answer to say that he only made one purchase over $5,000 for a server, and he recieved prior board approval.
• Colin brought up the fact that Marilyn found this policy to be highly outdated. $5,000 is too low a number in her opinion. The board was in general agreement to this, but no specifics were seriously discussed or agreed upon.
• Shari noted that the board cannot act on changing this until Dan requests this to be changed.
• David moved to accept the Dan's report on compliance with policy D5. Johnny seconded the motion. The motion passed 7-0.

GM, Committee, and Staff Reports -- 7:55 pm

• In reference to the GM report, Shari voiced concerns about Dan being burned out.
• Bob wondered if lease negotiations were still going to happen next week. Dan said he would know by Monday.
• In the staff report, Ryan noted that the renovation was a hot topic, especially in regard to better storage and back room working areas.
• Dan added that Carolee Colter has been a great help this last week. She interviewed 16 people, and gave all WV employees a written staff survey. She was concerned mostly with staff structure, which was perfect timing because Dan is looking seriously at staff structure in regard to the renovated store. Some of the restructuring will alleviate Dan's day-to-day workload so he can focus on the renovation and expansion more.
• John added that he thought she was great in terms of expansion and getting an infrastructure in place, as well as putting a good system in place for staff surveys.

Investor Share Discussion -- 8:10 pm

• The Finance Committee wants to redeem all current member investor shares, mostly because the terms are too generous, more generous than our member loan program. Once they redeem the shares, they hope to convince investors to roll their money into a member loan, and eventually will start a new member investor program with fairer terms.
• The Committee noted the current balance for member investor shares. There would be no net income issues due to this action, it would simply be a balance sheet issue.
• There was some discussion as to whether or not doing this would violate by-laws (which require two months notice before making any changes to the terms of the member investor shares program). John thought it did not, because redeeming isn't a change to the terms of the agreement. The board generally agreed with him.
• Shari thought board initiation was needed, but that the proposal wasn't finished enough. She suggested delaying any action on this for one month so that the Finance Committee could come up with some specifics and provide this information to the board. This was generally agreed upon.

Integrating Colin into Board Structure -- 8:20 pm

• Colin volunteered to be secretary for the board, and was duly appointed as such.
• Colin joined the Policy Committee as well.

Board Attendance at CCMA -- 8:23 pm

• Johnny and Jane will be attending the CCMA.
• Rose-Marie and Ryan are both maybes at this point, but Dan needs definite answers soon and will seek them from those two.

Report on Member Dinners -- 8:28 pm

• Shari said they were large, and it was generally hard to hear all the responses, but there seemed to be a consensus among members that the renovation was a good thing. They liked both the improvement for staff as well as the amenities for consumers.
• Some noted that the member equity should be higher, which is something to think about.
• In all, the board thought it was a great opportunity for linkage.
• If there were a lesson learned about them, it would be to spread the dinners out more, maybe 1 dinner a quarter or so.

Board Self-Evaluation -- 8:33 pm

Plusses:

• Made amendments to the agenda at the beginning, stuck to the agenda.
• Looked ahead on several topics, which was good (board vision).
• Johnny was pleased that we accomodated his absence by filling him in with everything.
• The board was more critical of the way we conducted business.
• The board meeting ended on time.
• Dan's monitoring reports were vastly improved.
• Johnny's postcard to the board from the Bahamas was nice.

Minuses:

• The board did not get the policies out and read them in regard to any issues.
• David felt he failed to get things out as he should have.
• There was some indulgence into the "GM for a day syndrome" when the board briefly got off topic to talk about the bulk bins, but to be fair it was identified immediately as something that was off-topic.

Bob concluded by recapping what we would be doing next month:

• Bill Gessner will be in town, so we will meet Thursday and Friday.
• Bob will create a new form for agenda.
• There will be one more member dinner at a housing co-op, perhaps HoC.
• The investor share redemption will be brought up, as well as the Member Loan Packet.

Jane motioned to adjourn the meeting. David seconded. Motion passed 7-0.

Meeting adjourned at 8:39 pm.