Fort Collins Food Co-Operative Board of Directors Meeting
Monday May 22, 2017; 6-8:30 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: Amber Lamb, Ruth Inglis-Widrick, Rich Gentile, Cindy Griffin, Maria Winnie, Ed Secor, Jean Opsomer, Drew Jeffers, Steve Del Grosso
IGMT: Chris Coen, Theron Welch
Member-Owners: Dale Adamy
Meeting called to order at 6:04 pm
1. Member Owner input (if no MOs present, sharing of MO input garnered by BOD members)
Dale Adamy has been on non-profit and City boards, is gratified to see everyone working together. He had trouble finding BOD meeting time & place, recommends updating the website. Dale thinks the annual membership fees are lower than they need to be—suggests a premium membership level with more personalized service, e.g. notifications for particular products, changes or discontinuance of products. Dale is glad to see discussion of moving from Policy Governance toward results-based governance—his experience on City boards is that policies can be vague, goals may not be spelled out in the policies; goals spelled out are more measurable. He would like to see more organic and non-GMO products, especially in the meat section. Dale knows website resources if they are needed.
2. Review agenda, propose changes. (Time of board meetings permanent?: extend to 8:30)
Recommendation/request that people doing reports highlight at end things that folks should note, as well as recommendations
Remove P1 & P2 from consent agenda
Remove Store Report from consent agenda—it does not need formal approval.
Add new Item 6.a.—clarify BOD officer roles (e.g. Vice President). Renumber rest of 6.
3. Approve Consent Agenda:
a. April 2017 minutes
b. Executive Committee charter
c. P1 Report
d. P2 Report
e. May Store Report ← does this need to be on here? There are unanswered questions, so we should pull it off this time, but seems like maybe we don’t need to approve it?
f. X3 Report
g. Committee reports – Research, Engagement, Visioning, Executive
Amber moved to approve the four remaining Consent Agenda items. Jean seconded; unanimous approval.
4. IGMT input
a. Updates from the store/store report (if anything additional, or something to elaborate on)
Walnut St. construction probably has minimal impact on store business.
City did not accept the letter of intent for the recycling proposal for the next round of grant competition. Asma and Stephanie will probably pursue the issue on their own.
Request from BOD for more specific info on financial review (e.g. “significant increase”—give dollars or percentage, how “strong” are May sales?)
Some issues with newsletter—a few BOD members are not getting the newsletter, at least not reliably. Kudos on last newsletter though, good articles. Question if newsletter is addressing questions from Annual Meeting that prices are high. E.g.—make up info cards for products or sections explaining what is involved in the shelf price.
Suggestion that when entering into agreements for services, deadlines are imposed. Noted by IGMT that fee for new site is way below market and contractor is doing work in spare time, also changes in content have been made by the IGMT during the site building process.
New website should be up in the next month. Will there be capacity on new website for online ordering? Right now that seems to not be feasible due to labor needed to keep prices updated, process orders. But there will be ability for special orders, submittal of BOD applications, etc.
b. Recommendation for joining the NOCO Food Cluster
Note that annual fee would be $500, not $200, if Co-op is in 11 employees & over category, rather than 1-10 employee (but is it FTE employees?).
IGMT does not have a good view of Food Cluster—several local farmers are not happy with it; Food Cluster has brought in outside consultants who don’t know the community well (as Co-op has done!). Winter Market is faltering.
If we can go with the lower $200 fee, would the offset of the Winter Market booth fee (part of marketing budget), make it more palatable to the IGMT?
c. What is the BOD’s role? Thoughts from the IGMT. (This can be moved to June. Or could be added into the discussion in 6b?)
See 6.b. discussion.
5. Vote on joining NoCo Food Cluster
Timing—20% off fee until end of July—question of which fee we would pay. Benefits seem obvious—synergy of exposure. But—exposure here is really preaching to the choir, the broader community is not likely to see us here. Concern that joining now might send out mixed signals—that the Food Cluster, as well as Mesh, are not stable.
If IGMT does decide that it is worth pursuing, perhaps we could get a MO to sponsor a year’s membership.
IGMT will look into which fee we would be required to pay. Suggestion—vote on this issue at July meeting, after more info is gathered.
6. BOD Agenda
a. Clarify BOD officer roles.
Amber feels she needs to step down from Vice President role (but not from the BOD). Maria is willing to step into the role for at least the next three months, maybe until end of the year, when new officers will be elected. As no one else expressed interest in taking on the VP role:
Amber moved that she step down from VP effective end of May, Maria to take on the VP duties for at least three months (June-Aug), potentially until the end of the year. Jean seconded, unanimous approval.
Drew needs to give up chairing the Engagement Committee.
b. What is BOD’s role in a Policy Governance versus Traditional Board? (Time for BOD member questions, discussion for clarification)
What does it mean that the BOD is a “governor”?
See following definitions of Traditional Board, Policy Governing Board, from governing.ca/traditional.html.
Tradtional Governance: The board approves staff action plans and then exercises oversight by monitoring all aspects of the operation. This is usually done by receiving staff reports. A diligent traditional board tries to be aware of all aspects of the operation, and therefore its attention is focused on the work of management.
Policy Governance: The board articulates the required results of the work of the organization. Also the board describes what means will not be acceptable. Oversight is provided by rigorously monitoring only the required results and the means. The work of the board is focused on revising the desired results and means. Consequently its attention is given mainly to attending to the needs of the community served.
Discussion:
This may be a biased definition of Traditional Governance—it is worded so that it sounds like this MO is bad.
For a large organization, Policy Governance is a good way to go, but it does not necessarily work well in small organizations.
Traditional governance would probably not work because the BOD does not have industry expertise, cannot provide expert guidance to the business.
Does Policy Governance necessarily preclude setting measurable goals?
Need to have some policies, some governance, but it could be a simplified version of “Policy Governance”. “Results-Based Governance” could also be called “Empowerment Governance”—gives the GM/GMT clear expectations.
Three issues facing Co-op right now:
1. Policy Governance is cumbersome/burdensome
2. Store is not making enough money to be sustainable
3. Agreements within the BOD are being broken
Does Co-op have a Mission Statement? It is the Global Ends in the Policy Governance. There was a mission statement posted on the wall in the store, which was grammatically incorrect and cumbersome—it was probably reworked into the Global Ends.
Mission statement is important, but need actionable items.
IGMT preliminary thoughts on role of BOD: In Tara’s day the BOD would primarily listen to store reports/finances, etc., approve major purchases. Then mostly would give input/feedback from MOs. Then during Policy Governance era, BOD got more “private”, excluding staff from discussion (mostly around plans for move—real estate, finances). Biggest duty is to monitor finances, and not let the GM be obfuscatory.
c. What is a Co-operative? Review of P1 and our Ends and 7 Cooperative Principles (Reading and introductory discussion of our own personal interpretation of what it means that the Co-op is a cooperative, whether we are offering truly valuable MO benefits; are we following these Ends and Principles, and how do we know?)
Not discussed at this time.
d. Comparison of “Policy Governance” to “Results-based Governance” and “Policy-based Governance” as a way to have concrete, measurable goals that can be tracked. (Discussion, Identification of “what/who” of research needed/next steps.)
This discussion began to be addressed in the Executive Session.
e. Executive Session?: BOD member proposal for a more Results-based governance (Discussion, Identification of next steps.) Rich’s suggestion, Jean’s suggestion.
Discussion only in Executive Session, no action taken.
Maria will bring snacks to the next regularly scheduled BOD meeting (June 26).
Ed moved to adjourn, Amber seconded; meeting adjourned at 8:38 pm.
