July 2006 Wheatsville Board of Directors Minutes

Wheatsville Board of Directors

Board Meeting Minutes (Approved)

July 17, 2006

Present: Bob Kinney, Jane Kurzawa Cravey, Daniel Miller, Johnny Livesay, Marilyn Fowler, Colin Borchert

Absent: Rose-Marie Klee, Jimmy Robertson, Tony Piccola

Also Present: Dan Gillotte, General Manager (GM), John Perkins, Financial Manager (FM), Gabe Vaughn, Board Administrative Assistant (AA), and potential board candidates Steven Yarak, Carlos Rumbaut, Andrew Wagner, and Luis Mojica.

Attachments: no attachments.

Call to Order: 6:06 PM

VISION 6:04 PM

The vision discussion was led by Marilyn, Jane, Dan, and Johnny; all attendees of the recent Consumer Cooperative Management Association (CCMA) conference in Atlanta, GA.
Marilyn and Jane compiled their thoughts into a power point presentation. Marilyn went first, discussing a presentation made by Peter Couchman of the Mid-counties Cooperative in the UK. He taught that staff satisfaction leads to increased loyalty and proficiency and thus better overall customer service, which leads to better customer satisfaction, increased customer loyalty, and ultimately a more successful business. The two metrics that could be employed were Staff Surveys on the back end and Customer Surveys on the front end.
Marilyn also explained a presentation on diversity in co-ops made by Kirby Edmonds of TFC Associates, and a "NCGA 101" session that taught her all she needed to know about the NCGA. Finally, she attended a presentation by David Thompson of the Twin Pines Co-op Foundation about co-ops in the South. She concluded with some ideas and questions generated by the conference, especially in regard to marketing and surveys.
Jane also discussed the keynote speech by Peter Couchman, taking away some different points. One idea she thought was intriguing was that of the "superdividend," rewarding people for voting or other member involvement.
Jane also attended a roundtable discussion by board directors in the Central Corridor of the National Cooperative Grocers Association (NCGA). They discussed some of the challenges that lie ahead, especially in regard to organic products. Now that corporate giants like Wal-Mart are selling organics, what special is the co-op offering? They also discussed the boon of organic pre-cooked foods, as related to Generation Y, who tend to prefer organic products but also value convenience.
Jane also attended two other presentations; one on Fiduciary Responsibility by the President of the Hanover Food Co-op, which has been in business for 70 years. The second went over the many types of equity structures a co-op can have.
Jane noted that Rose-Marie will discuss Linkage at a later date.
Johnny then gave his thoughts on the conference. From the moment he walked in there, he appreciated the "overwhelming sense of solidarity" he felt at the conference. He mused that much of the staff might not appreciated the united network of co-ops we are a part of, and wishes he could all give them that chance.
Johnny attended a session on supervision he found helpful. Of course, one of the highlights was a presentation by Mark Goehring, a former board president of the Brattleboro Food Co-op in Vermont who now trains for NCGA.
In general, Johnny felt like he came back revitalized.
Dan noted that many of his sessions were about organizational or management things. One presentation he thought would be important to share was made by the GM of the Outpost Co-op in Milwaukee, WI. He has been GM of the co-op for over 20 years, and the board has been doing policy governance for over 10 years. The main point of the presentation was that having huge policies doesn't mean anything unless you're paying attention to results. They often have one sentence policies, which is very extreme, but is buttressed by an expansive monitoring system that includes outside monitoring. Dan is curious to see how that goes, as they are generally a very experienced board and GM.

HOUSEKEEPING 6:47 PM

Agenda: Vision discussion, agenda review, approving the consent agenda, approving the Business Plan for FY 2006-07, voting on joining the Co-op Community Fund, discussing the GM evaluation, monitoring policy D.2, discussing a welcoming party for the NCGA with refreshments from the Black Star Co-op Pub, voting on having Marilyn Scholl critique board policies, discuss changing board terms from 2-3 years, receiving an update from the Audit Committee, and board self-evaluation.

Review Agenda: Add annual board self-evaluation to discussion on GM evaluation, add Executive Session to discuss renovation and lease matters with possible vote.

Consent Agenda: Nothing was pulled from the Consent Agenda. Bob moved to approve the Consent Agenda. Jane seconded. The motion passed 5-0-1.

GOVERNANCE

Business Plan for FY 2006-07 6:50 PM

This had been discussed previously, so the board was familiar with it and had no questions.
Jane gave kudos to Dan for thinking ahead and being strategic.
Jane moved to approve the Business Plan for FY 2006-07. Johnny seconded. The motion passed 6-0-0.

Co-op Community Fund 6:53 PM

Dan went back over the basics of the fund to refresh the board's memory. It costs five thousand dollars to start, which is matched by the Bloomberg Prairie Foundation. Outpost Co-op in Milwaukee has joined this year, and Bill Gessner recommends it despite the fact that Wheatsville is heading into a renovation.
Dan noted that eventually Wheatsville will be able to give straight out of the fund, and in the interim it is a good way to give to the community.
The board agreed with Dan, and thought it would be a great thing to join.
Jane moved to allow Dan to join the Co-op Community Fund. Marilyn seconded. The motion passed 6-0-0.

GM Evaluation and Board Evaluation 7:03 PM

Bob opened up by reiterating his discussion with Marilyn Scholl. She called the GM evaluation process "double jeopardy" in that Dan was being evaluated through his GM Monitoring Reports, and then again in August with a totally different process. She recommended only evaluating Dan based on his monitoring reports.
Colin agreed with what Marilyn said, but noted that the D policies need to be in order for that to be satisfactory. We need complete D policies, with a complete monitoring schedule, and keep the monitoring reports off the consent agenda and it would work fine. We are obviously not there yet, and thus it wouldn't work this year.
Jane felt that the monitoring checklist didn't leave room for degrees. Was the policy fulfilled sufficiently, or excellently?
Daniel said he liked having both the "holistic" and "granular" approaches.
Dan thought that in PoGo, one was either compliant or not compliant, and that grading could be confusing.
Johnny said he agreed with Colin, and thinks we should set aside time this fall to work on the D policies.
Bob said he also agreed, and as for this year, we should spend 90 minutes at the next meeting to evaluate him and come to a consensus.
As for the board evaluation, Jane expressed her desire to present a revised evaluation plan. She had discussed this with Rose-Marie at CCMA. Bob said that would be fine, but the Breeze deadline is on August 15th.
Johnny thought that we should think about scoring the board as a whole. The board liked the idea.

Monitoring D.2 "Staff Compensation and Benefits" 7:12 PM

This item was postponed until the August meeting.

Reception for NCGA Reps with Black Star Pub 7:14 PM

Stephen Yarak, board president of the Black Star Pub, explained the feasibility of having Black Star provide beer for the reception for the NCGA reps. They could supply 2 or 3 kegs for half of the price of a normal keg, and it would be from a co-op.
Dan noted that they would be at the Radisson downtown, and would talk to them about when they might be available to do it. They would be in town Tuesday, September 12th through Thursday, September 14th. We would also need a space to host them.
Marilyn noted that the Austin Children's Museum is a nice space close to the Radisson, and we could bring alcohol.
Dan said he would look into it and report back.

Marilyn Scholl Critiquing Board Policies 7:23 PM

Bob explained that we still have 15 hours of personal guidance from Marilyn Scholl this year from our membership with CBLD. Marilyn said she would have time this summer to look them over, and estimates it would only take about 5 hours to look over everything.
Bob gave background for the guests about the board's history with policies and Marilyn Scholl.
The board thought it would be a great way to use her time.
Bob said he would let her know, and come back to the board with any details.

Board Terms 7:27 PM

Jane introduced this, saying that the board should consider changing the by-laws so that non-staff board terms are increased to 3 years. This would increase continuity, and give the co-op a director with a valuable third year of experience.
Bob said that it didn't seem to make much difference either way for him.
Colin said he could go either way, but 3 years is a long time, and he probably wouldn't have agreed to 3 year terms. He thinks it might turn people off from running for the board.
Dan said that in 2 years the whole board could flip, so that's a potential problem. Is a smaller board a possibility? With pay?
Daniel noted that while increasing terms is one way to keep directors around longer, so is retention; which could either entail a good, healthy working environment or compensation.
Dan noted that he is in favor of board compensation.
The board accepted Jane's proposal, but took no action.

Audit Committee Update 7:50 PM

Dan announced that Bruce Mayer, a representative from Wagner LLP, will be here July 26-July 28 to do the audit. He will be working with John Perkins a lot.
Jane would like the Audit Committee to meet with him. Dan said that would be fine, and the board could have lunch or dinner with him if they so wanted.
Dan also noted that a local auditor associated with Wagner LLP was present for the inventory review, and found it to be very accurate.

The board went into Executive Session at 7:58 PM to discuss Renovation and Lease issues.

The board came out of executive session at 8:47 PM.

Colin moved to allow Dan to spend up to $40,000 on lease-related matters. Johnny seconded. The motion passed 6-0-0.

Board Self-Evaluation 8.50 PM

Plusses:

Good meeting/chemistry.
Lots of guests (nice job Johnny).
Moved through items quickly.
Good facilitation.
Kudos to Gabe, the new Board AA.
Positive discussion.
Things to change:
The (lack of) AC.
Confusing agenda/broken computers.
Broken clock.

Colin moved to adjourn. Bob seconded. The motion passed 6-0-0.

The meeting was adjourned at 8:57 PM.