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Wheatsville Board of Directors

Monthly Meeting Minutes (Approved)

October 16, 2006

Present: Bob Kinney, Jane Kurzawa Cravey, Rose Marie Klee, Tony Piccola, Colin Borchert, Jimmy Robertson, Johnny Livesay, Daniel Miller, Marilyn Fowler

Also Present: Dan Gillotte, General Manager (GM), John Perkins, Finance Manager, Gabe Vaughn, Board Administrative Assistant (AA)

Call to Order: 6:06 PM

Renovation Update 6:08 PM

• Dan explains that progress of the renovation has been documented in his most current GM report. He adds that he has been and will continue to have regular meetings with Antenora and the engineers and anticipates having the engineers "on board" with in the next few weeks. He also adds that there is a possibility that Raymond construction could quite possibly not do the work on the retaining wall in order to save Wheatsville time and money.
• Jimmy asks Dan to forecast what the employee-parking situation will be like in the near future and wonders whether it will be minimized. Dan explains that there will be a short time in which employee parking will be minimized so that the parking spaces will be available for customers and says he will make sure to offer employees alternatives for that time period.
• Colin asks Dan to address the door being changed sooner than plan and address any ramifications that might have on business. Dan replies that the door change is a short and temporary one and that he hopes to keep disruptions to a minimum.
• Dan informs the Board that he is looking into installing underground electricity and is working to come up with renovations solutions that will allow for the preservation of the pecan tree on the property.
• Jane addresses her concerns for the office spaces and worries that there will not be enough room to grow. Dan replies that the initial layout can be changed whilst active to open up more space.
• Jimmy asks Dan what the next need for a Board decision will be. Dan replies that they will need to agree on a contract with a contractor for the Instep building and possibly the retaining wall.
  
  

VISION 6:26 PM

• Rose Marie says that she would like to focus the vision on the new proposed Board self-evaluation method and discuss whether it will serve as something more meaningful than the methods that have been used so far.
• Colin requests that there be more of a place for Board members to be held accountable individually and for a summary be given to members for Board updates.
• The Board discusses potential ways to address what each BOD member has achieved individually.
• Jimmy feels that it is not in the interest of members to keep tabs on BOD members individually, but their greater desire is to see how the BOD functions productively as a whole.
• Johnny agrees with Jimmy and feels like it would be arbitrary to individualize each BOD member and expresses worry of it turning into grandstanding.
• Daniel disagrees and feels like the members should be able to see and have insight as to how each BOD member is functioning and what they are achieving.
• Johnny says that perhaps having a regular segment in the Breeze addressing BOD member achievements would allow member insight but would be regular enough (as opposed to once a year) to not seem like grandstanding.
• Dan thinks it would be good for members to be able to see current actions by BOD members and suggests using the end of meeting recaps as a source to inform members.
• Rose Marie agrees to send out a finalized version of the self-evaluation form to be voted on by Board.
  

 HOUSEKEEPING 6:53 PM

Agenda:

• GM's Renovation update,
• Vision discussion,
• Agenda review,
• Approving Consent Agenda,
• Audit Committee report,
• Fall member Gathering,
• Board Policy revisions C and D,
• Monitor D4 policy,
• CBLD 2007 membership,
• Open time visits,
• Employee wage scale,
• Election Process,
• Member Dinners,
• New investor share program,
• Board self-evaluation of meeting,
• Patronage rebate (added to agenda)
  

Consent Agenda:

• Sept. 18th minute's approval,
• GM report, Sept. Operations report B2, B10, C4 & C6,
• Board monitor policy. B2 and C6 were pulled from the consent agenda.
• Bob motions to approve the consent agenda and Rose Marie seconds, it is approved 8-0-0
  

GOVERNANCE  

Board Policy B2 6:34pm

• Jane requests to have the date and subject matter added to the top of the pages for easy reference. She also reminds Board that a policy calendar was to be developed and expresses her want to see it happen soon.
• Colin agrees to make the Board policy calendar
• Jane moves to accept Board policy B2, Rose Marie seconds and it is accepted 9-0-0
  

Board Policy C6 6:46pm

• Daniel expresses that he interprets the Board policy C.6.10 to mean that it is recommended and not required to allot the time. He feels that the Board is still in compliance with C.6.10
• Daniel motions to accept Board policy C6, Rose Marie seconds and it is accepted 9-0-0
  

Audit Update 7:03pm

• Jane addresses that the audit cannot be complete until there is known number for the patronage rebate and gives the Board a letter from the auditors containing several recommendations.
• Jimmy adds that once a rebate is submitted, it will take several weeks for audit to be submitted for approval.
• Jane moves to receive a written GM response to the auditors letter by November Board meeting, Daniel seconds and it is approved 9-0-0
  

Annual Report 7:15pm

• Jane recommends that Dan include a small statement in the November Breeze that will direct members to look at the Annual report insert included in the December Breeze.
• Marilyn asks if the report will be available for download and, if so, would like to find a way to track how many times it is downloaded for information purposes.
• Bob agrees to look into the possibility of a download and tracking for the annual report.
  

Fall Member Gathering 7:23pm

• Rose Marie proposes the Member Gathering be held on Oct. 28th from 10:30am until 12:30pm
• Dan says he plans to give a walk through in Instep building and have a chalk outline of new building for members to visualize what renovations would look like, as well as give time for Q&A, and possibly show floor plan designs.
• Jane asks if anyone has contacted Board candidates to be present for the member gathering. Johnny, Rose Marie and Marilyn agree to contact candidates for possibly attending the gathering.
   

Board Policy C 7:32pm

• Bob gives a brief history of adopting governance policies, addresses Marilyn Scholl's suggested drafts of Board monitoring reports and asks for Board feedback.
• Daniel says that he feels staff surveys are important to access useful information from staff about the store and about GM's process.
• Bob moves to approve suggested C Policies and include Board monitoring schedule to be added to C.4.7 (schedule to be added by Dec. Board meeting), Colin seconds and it is approved 9-0-0
   

Board Policy D 7:46pm

• Jane says she would like to not vote on D policies because of concern for the adaptation of substantial subjects in old policies into the new policies. She suggests looking them over more and/or running them by the auditors.
• Board requests to edit D.4.7 to say "Fail to report out of ordinary fiscal events to the Board."
• Board requests to edit D.9.6 to say "Allow member owners to be without the ability to ability to specify that their name and address not be made available except as necessary for official business."
• Bob moves to approve D policies as amended, Johnny seconds and it is passed 6-0-3
  

Monitoring D4 Policy 7:55pm

• Rose Marie moves to accept Monitoring D4 report (noted that accepted D4 report is no longer current D4 policy), Bob seconds and it is accepted 9-0-0
  

CBLD 2007 Membership 7:59pm

• Bob and the Board discuss the surveys given by CBLD and he addresses that approval of rejoining will be on next months meeting agenda.
• Colin volunteers to compile information on CBLD surveys for the Board.
  

Open Time Visits to Board 8:02pm

• Board agrees that the form is acceptable and they suggest that it should go on the website and be available at the storefront.
  

Wage Scale 8:06pm

• Jane explains given information retrieved from www.universallivingwage.org and the Texas Family Security Index.
• Jane recommends that the GM look at and implement a livable wage for all employees by fiscal 2008 and possibly offer other benefits to increase reasons for employees to work at Wheatsville.
• Dan suggests taking a look at additional information to better understand and pinpoint livable wage scales in order to discuss further.
• John requests that the Board consider whether the change would just change the "floor" wages or if it would affect the whole pay scale.
• Jane motions that GM get wage scale information from CGIN by December meeting for further and discuss first and third bullets by February BOD meeting, Tony seconds and it is passed 9-0-0
• Rose Marie expresses worry about taking on something big while there are still ties to the expansion.
• Colin says that he does feel that employees are underpaid, but feels that it is an operational issue.
  

Election Update 8:36pm

• Dan updates the Board on current the vote status.
• Jane expresses concern that candidates should be better informed to participate more timely and actively.
• Bob says that he feels good that so many people are willing to participate and run.
• Johnny says that each individual got a nomination packet and he feels they should be responsible for how active and informed they are.
• Daniel says that he feels the nomination committee should further invite candidates to attend meetings and Wheatsville functions.
• Jimmy expresses a concern for time restrictions and recommends postponing discussion until there is a better time.
• Rose Marie suggests that it might be more helpful to provide the membership with more information on candidates.
• Board agrees to discuss it more at November Board meeting.
  

Member Dinners 8:53pm

• Jane suggests that member dinners possibly take place in January and says that she had some difficulties knowing who would attend. She requests that someone from the Board help GM to further organize the event.
• Jane says that she would like to further develop the surveys, with help from David Pease.
• Dan recommends that some shoppers who spend a large amount at Wheatsville be included.
• Jane agrees that the Member dinner committee will develop a suggestion for how to select members and return with information to the November meeting for discussion.
  

Investor Share Program 8:59pm

• Dan recommends that the Board reopen the investor share program with slightly different terms, but for the same investment amounts.
• Jane expresses concern for people who cannot invest the minimum amount and would like to develop a plan to cater to them.
• Tony suggests joining members interested in investing smaller amounts so that they can pool to meet the current minimums.
• Daniel volunteers to help on a task force via email to further develop methods for people interested in investing smaller amounts.
• Board agrees to vote on reopening the investor share program in November and will further discuss possibilities for investments at smaller amounts.
  

Patronage Rebate 9:07pm

• Dan discusses different options for potential patronage rebates and recommends that the Board decide the total amount for the rebate.
• Daniel moves to authorize a patronage rebate of up to $90,000 and authorize the GM to decide which plan to carry out the rebate, Tony seconds and it is passed 9-0-0
  

Bob motions to adjourn the meeting, Colin seconds and it is passed 9-0-0

The Board meeting was adjourned at 9:28pm.

Plusses:

• Meeting at instep
• Jimmy on facilitating
• Board accomplishing a lot
• Soup was good
• Italian sandwich rocks
• Packet quality material
• Good monitoring reports
• Thanks to Gabe

  Things to change:

• No improvements were added
  

Summary of Action:

• Approved Consent agenda
• Sept. 18th Minutes approved
• Board Policy B2 accepted
• Board Policy C6 accepted
• Written GM response to auditors letter approved
• Marilyn Scholl's suggested C policies with monitor schedule approved
• Marilyn Scholl's suggested D policies as amended (see Board Policy D, above) approved
• Monitoring D4 policy accepted
• GM will gather livable wage information from CGIN by December and Board will discuss further points of livable wage by February, approved
• Authorization of up to $90,000 for patronage rebate and authorization of GM to facilitate patronage rebate approved
  

Action Steps:

• Rose Marie agrees to send out a finalized version of the proposed self-evaluation form to be voted on by Board.
• Colin agrees to make the Board policy calendar.
• Bob agrees to look into the possibility of a download and tracking for the annual report.
• Johnny, Rose Marie and Marilyn agree to contact candidates for possibly attending the gathering.
• Colin volunteers to compile information on CBLD surveys for the Board.
• Jane agrees that the Member dinner committee will develop a suggestion for how to select members and return with information to the November meeting for discussion.
• Daniel volunteers to help on a task force via email to further develop methods for people interested in investing smaller amounts into the investor share program.
• Board agrees to vote on reopening the investor share program in November and will further discuss possibilities for investments at smaller amounts.
  

Parking Lot:

• CBLD 2007 membership, continue discussion/vote for November meeting
• GM to get wage scale information by December meeting and continued wage scale discussions to be conducted by February meeting.
• Board will discuss elections and candidate involvement further at November meeting.
• Member dinner committee will provide more information and continue discussion of member dinners at November meeting.
• Board will continue discussion/vote on reopening the investor share program at November meeting.