MOUNTAIN VIEW MARKET REGULAR BOARD OF DIRECTORS MEETING Wednesday, May 28, 2014 Directors Present:
LoriKae Schwab (LoriKae), Board Member Claudia Piper (Claudia), Vice President Hollis Train, Board Member Randy Harris, Board Member, Caitlin Karrenberg, Employee Board Member Stella Field, Board Member, Treasurer Carolyn Gressitt (Carolyn), Secretary Karen George (Karen), Board Member Paul Heiberger (Paul), President
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Others Present: Shahid Mustafa (GM or Shahid) Mike Perriguey, Staff Brenda Carver, Integrity Services, Recording Secretary, member (Brenda) Theresa Westbrock, new board member Siddeeq Shabazz, potential board member Danielle Lapiano, potential board member Jane Grider, co-op member Renee Sinicki, co-op member 1. Call to Order at 6:03 PM. 2. Member Forum: Jane Grider expressed her strong feeling about the Board decision regarding cancelling the rebate. Years ago we had leadership that did some things that bypassed the membership, which created ill-will. If it’s a good cause, members understand; so it should have been put up at the annual meeting to withhold the patronage rebate. In the future, the Board might want to consider putting those up to the membership even though we don’t have to. The Board thanked her for coming to share. 3. PRELIMINARIES: a. Agenda Review: Add Quarterly Financials, Election Results, Pydio Annual Meeting Folders, Staff Questions, and Board Certification/Endorsement. MOTION to approve the agenda as amended was made by Carolyn, seconded by Randy, and approved. b. Task Review c. MOTION to approve the April minutes was made by LoriKae, seconded by Carolyn, and approved (Randy abstained). Stella had problems accessing documents on Pydio last night. Claudia will check on the Pydio Annual Meeting folders. 4. MONTHLY STATE OF THE CO-OP: Farm manager (Lori Garton) resigned due to health concerns. Farm Administrator (Nicole Fuchs) hired two farm assistants. a. Accept Manager’s Report b. Accept Farm Budget Report c. Accept Kitchen Report 5. BOARD DECISIONS: a. GM Monitoring – Asset Protection: Security codes are deleted when an employee resigns or is terminated. MOTION to accept the GM Monitoring Report on Asset Protection as amended was made by Randy, seconded by Caitlin, and approved. b. Quarterly Financials: Performance-wise this is the best quarter (ending March 31) in the history of the store. Reserved taxes just in case taxes are due at the end of next quarter. Under “Assets Sold” we wrote off the farm as we transition it to a non-profit. MOTION to approve the Quarterly Financials was made by Caitlin, seconded by Carolyn, and approved. Board Notebooks were returned by Stella, Karen, Stella, and LoriKae. 6. BOARD WORK: a. Election Results: Claudia, Caitlin, Paul, LoriKae, Hollis were present at the counting of the ballots. Results are Theresa Westbrock, Claudia Piper, and Mark Uchanski won the election to begin in June. MOTION to certify the election results was made by Carolyn, seconded by Randy, and approved (Claudia abstained). MOTION to accept the resignations of Stella Field and Karen George effective at the close of
tonight’s meeting was made by LoriKae, seconded by Caitlin, and approved. MOTION to appoint Danielle “Dani” Lapiano and Siddeeq Shabazz to fill the vacancies effective at the June meeting was made by Randy, seconded by LoriKae and approved. Some of the staff felt out of the loop about the election results and were unable to share with the members, didn’t understand what “board endorsement” meant, and why everyone on the ballot thought they were Board members. The results won’t publish until the June newsletter. Perhaps a “newspaper candidate interview” style would have been better. b. Self-Monitoring – Board Roles: Caitlin reported compliance in everything except the “informational forum for Board candidates” which was not held this year except that the candidates did attend a Board meeting. Carolyn will correct the Governance to reflect that the Treasurer does not lead the process for the Board’s Budget. MOTION to accept the Self-Monitoring Report on Board Roles/Officers’ Roles was made by LoriKae, second by Carolyn, and approved. c. Loan Campaign: Meeting tonight got $8,000 in commitments. Call List needs to be circulated and kept updated. d. New Member Orientation: Preferred contact information needed. Recommend a “buddy” for the new members. The CBLD 101 (in January) and Retreat (in August) are both very helpful. e. Financial Spot Check: Thane (our consultant) strongly recommends an outside procedural audit be done. The last one was 2009. Our CPA is a third party monitor. Let’s make the audit part of the retreat. f. Customer Survey: Claudia suggested doing a survey of all customers, not just members, in the fall. Theresa would like to assist with the survey and share ideas she has used at the Library. g. Retreat August 8-10: New board members to check their calendars. 7. BOARD EDUCATION: “The Four Pillars of Coop Governance” article from The Cooperative Grocer magazine. Would like to plan the education, broader discussions, and newsletter articles to complement each other. Do member education on cooperative democratic model. This is a fundamental article. The four pillars are Teaming, Democracy, Strategic Leadership, and Accountable Empowerment. 8. BROADER DISCUSSIONS: Safe Conversation on Making Sense of Policy Governance. 9. TASKS: a. Newsletter: July – Claudia on Member Survey; August – Carolyn (Member Loan Update); September - ? (Retreat) b. CCMA June 12-15 in Madison: No one is available to attend (unless Dani or Siddeeq are interested). c. Next Self-Monitoring Report on Director’s Code of Conduct will be a group discussion at the meeting. 10. CLOSINGS: a. What’s on your Mind? Dani’s GF brownies were very good. Get the recipe from www.foodbabe.com. Thank Stella, Hollis, Karen, and LoriKae for their service to the Board. They will be missed. b. Adjourn at 8:36 PM. c. NEXT MEETING June 25, 2014 at 6:00 PM. Respectfully submitted, Brenda W. Carver, Recording Secretary Integrity Services Integrity93@hotmail.com 505-640-9920 cell
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MOTION MOTION to approve the agenda as amended was made by Carolyn, seconded by Randy, and approved MOTION to approve the April minutes was made by LoriKae, seconded by Carolyn, and approved (Randy abstained). MOTION to accept the GM Monitoring Report on Asset Protection as amended was made by Randy, seconded by Caitlin, and approved MOTION to approve the Quarterly Financials was made by Caitlin, seconded by Carolyn, and approved MOTION to certify the election results was made by Carolyn, seconded by Randy, and approved (Claudia abstained) MOTION to accept the resignations of Stella Field and Karen George effective at the close of tonight’s meeting was made by LoriKae, seconded by Caitlin, and approved MOTION to appoint Danielle “Dani” Lapiano and Siddeeq Shabazz to fill the vacancies effective at the June meeting was made by Randy, seconded by LoriKae and approved MOTION to accept the Self-Monitoring Report on Board Roles/Officers’ Roles was made by LoriKae, second by Carolyn, and approved
FOLLOW-UP
Claudia will check on the Pydio Annual Meeting folders Call List needs to be circulated and kept updated Let’s make the audit part of the retreat Customer Survey in the fall Retreat August 8-10: New board members to check their calendars Next Self-Monitoring Report on Director’s Code of Conduct will be a group discussion at the meeting