Fort Collins Food Co-Operative Board of Directors Meeting
Monday April 17, 2017; 6-8 pm. Executive Session: 8-8:20 pm.
Room # 213 Statistics Bldg., SW corner of the Oval, CSU Campus
Minutes by Ed Secor
Note—official actions (votes) in italics, other action items in bold.
Attending:
BOD: Ruth Inglis-Widrick, Amber Lamb, Ed Secor, Rich Gentile, Jean Opsomer, Maria Winnie, Drew Jeffers
IGMT: Chris Coen, Trinity Bigford
Member Owners: Cindy Griffin (BOD candidate)
Meeting called to order at 6:06pm
1. Member Owner input; introduction of Cindy Griffin, BOD candidate.
Cindy has been involved in Co-ops since age 24 (now 60, just retired from CSU). Involved in North Coast Co-op in CA, then Co-op in Bloomington, IN, which nearly went under while they were there—scary time for Co-op movement in Bloomington. Joined Ft Collins Co-op when moved here 23 years ago. Cindy’s husband sells honey to the Co-op. Skills—she has a PhD in communications—studied how communication works for 30 yrs. Is a feminist—for social justice, cooperation, human values She is excited about this food co-op, thinks it can go the distance.
2. Agenda
a. Review agenda, proposed changes
. Amber announced—we are going to try to have a BOD member bring snacks for more community feel—no stress on staff, keep it simple. Drew brought stuff tonight. IGMT will look at how to charge snacks to BOD budget line.
(1.b.2.) Remove Executive Committee charter from Consent Agenda.
(1.b.3.) In the Consent Agenda, correct monthly meeting to FOURTH Monday of MONTH
(5. b.) Strike Approval of Policy P1—discuss only.
b. Approve Consent Agenda:
1. March 2017 minutes
2. Committee charters (excepting Executive Committee)
3. Make monthly meetings the fourth Monday of the month
Ed moved to approve consent agenda, Drew seconded; Unanimous approval.
3. BOD Agenda (6:20-7:20 pm)
a. Modification of “Policy Governance” to “Results-based Governance” as a way to have concrete, measurable goals that can be tracked. (Discussion, Identification of “what/who” of research needed/next steps.)
IGMT comment—after 8-9 years, finally getting to a point where we can understand the policies, so doesn’t make sense to just pitch the whole thing. Policies, especially X policies are all important, and could be used for accountability. Rewrite policies to fit current situation of Co-op.
BOD comment—Agree with some of above comments; no need to “repeal and replace” the whole thing. A lot has changed, and some of these policies are like a boat anchor to our ability to move ahead. Can simplify some items, throw a lot of it away. Can set up results-based program that will allow better accountability. Can streamline whole process so that we can focus on taking action to increase sales, make impact on community.
BOD question—what are some of the pieces of Policy Governance that the IGMT feels are important, need to be kept? Financial policy could be moved into more results based report/review.
IGMT comments—BOD can set whatever policies they want (within Bylaws), make them work for current situation.
Another concern heard—keeping BOD out of operations, find and respect line between teamwork needed and interference in operations.
Proposal—have IGMT prepare list/edit of policies that they feel are important for good operations. (IGMT says they can do this by the June BOD meeting)
b. BOD’s invitation to Engagement Committee to form/lead group discussion on the topic: “All of us need to engage members and others in the community), rather than just waiting for customers to walk in and spend money.” (Discussion, BOD assignment to Committee)
This is related to the main topic before the BOD at this time. Engagement Committee should come up with specific plan for how each BOD, IGMT, other Member Owners will engage the community, with specific goals and time lines. Engagement Committee will meet and review, then plan to lead discussion at the May BOD meeting.
c. Inclusion of IGMT representatives in participation of BOD agenda/discussion ( become non-voting member of board) (Discussion by BOD and input from IGMT)
IGMT reaction—GM has always been considered non-voting participant of BOD; the GM would be included in executive sessions except when being reviewed. Seems superfluous to call the IGMT members in attendance “Board Members”.
Clarification is that IGMT is free to offer ideas, contribute to discussion at BOD meetings.
d. Change Member Owner input (from highly structured first 5 minutes of BOD meetings, to a more open format) (Discussion)
Some feel that MO input should be restricted so that meetings don’t get hijacked. But, could be somewhat flexible to accommodate some MO input during discussions. Just need to be able to constrain it. Suggestion—if no MOs present, use that time for BOD members to pass on ideas/questions from MOs that they have collected.
IGMT likes idea of using a “living document” in a shared folder where BOD members can post questions, ideas, concerns, etc. IGMT can check this periodically and respond in monthly store report. IGMT will check into possible mechanisms through their DropBox or other. Engagement Committee will look into mechanism for MOs to contribute ideas/questions/thoughts outside of BOD meetings.
e. Removal of the expansion/move to Trolley Barn from Co-op’s goals. (Identification of “what/who” for next steps for Member Ownership communication. Possible vote.)
How should we inform MOs of this decision as it is a major shift in the goals of the Co-op? This should be presented more than just in the minutes. Suggestion to send stand-alone email with letter from president, message from IGMT about why, and what we are going to do instead. This should wait a little—it could be the opening of the campaign for the remodel, etc.
Possible mechanism to leverage building ownership into a larger/different location. BUT others feel that it would be a mistake to move into larger location before growing as much as we can in our current location—right now Co-op is right size for the community that shops there. Let’s get momentum first—still may want/be able to utilize this mechanism in the future.
Amber moved that we officially remove plans to move from our current vision; Jean seconded; unanimous approval.
Brad (Northern Colorado Food Cluster) should be told that the Food Co-op does not have the resources to submit a stand-alone proposal on the Trolley Barn at this time.
4. IGMT Report and Updates (7:20- 7:35)
1. Quarterly Financials (Brief summary; BOD questions)
1st Quarter 2016 was still on end of 2015 disruption—over-inventoried, shorter store hours, etc. Therefore the comparison of 1st quarter 2017 to 1st quarter 2016 is not apples to apples. Current labor costs are 26% of sales, range for co-ops our size is 22%-26%. Large chain grocery stores are able to achieve around 15%.
2. Store update (Submit in writing: next time move to consent agenda)
Getting some DMA plaza customers, and some of them are being ambassadors in the plaza, talking up the Co-op. Morale in store is good. May have to wait until first week of June to expand hours (maybe keep weekends 9-7; do 8:30-8:00 M-F). Will continue this discussion at next all-staff meeting.
3. X2 report (BOD Discussion/Approval; next time move to consent agenda)
Loan is due in 2019; we need to know which month. Should we make a pay-back plan for this loan due? Lender has indicated he would be willing to lend more for the renovation. This loan will be addressed in the larger proposal for store changes.
IGMT will get proposal together for new equipment/renovation/marketing by June BOD meeting.
Amber moved to approve X2 report, Ed seconded; approved by majority.
BOD will continue general policy reporting questions brought up by this report.
5. BOD Agenda, Continued:
a. Committee Reports;(Submit in advance by email; Discussion only if needed; move to having them on the consent agenda next time)
For next meeting, committee reports will be emailed in at least a week before the meeting; questions can be posed via email; reports will be on the consent agenda.
b. P report – Amber (Discussion); next time move to consent agenda
Not ready for approval; there is a lot to the report—too much in the report. This should be reviewed at training or retreat.
Would like review of the 10 Governance Policies and the 7 Cooperative Principals to be done early in the year (e.g. at a training), then could be pasted into the official P1 review.
Executive Session (for BOD members)
Executive Session
a. Discussion of new board member application
Rich moved to appoint Cindy Griffin to the BOD; Jean seconded; unanimous approval.
b. How BOD will review IGMT: structure/content/process
Tabled until next meeting.
Jean moved to adjourn, Ed seconded; meeting adjourned 8:22 pm.