Fort Collins Food Co-Operative Board of Directors Meeting August 15, 2016 6-8 p.m.; Room 101, Gifford Bldg, Lake St., CSU Campus
Meeting called to order at 6:05 pm.
Present: BOD: Patrick Gill, Ruth Inglis-Widrick, Amber Lamb, Jordan Lavelle, Ed Secor IGMT: Chris Coen, Kalidas
Note: no quorum present, so no action can be taken other than the items Jean sent approval on via email: minutes, financial reports and X6 report.
1. Owner input No owners present
2. Agenda a. Add to/delete items from Agenda Add Laura’s status to item 6d
b. Approve Consent Agenda 1. 7/18/16 minutes, revised according to feedback 2. Emily Heinz has verbally tendered her resignation from the BOD to Ruth
Ed moved adoption of consent agenda, Jordan seconded; unanimous approval (Jean approved via email). N.B. BOD agreed that it does not need to formally accept a resignation—any director can resign, and resignation is effective on receipt of such by BOD.
3. IGMT X Reports (Discussion and Approval by BOD), Financial and Store Update
X6 report engendered discussion of the staff grievance policy. Employee handbook designates a “named individual on the Board of Directors” as the next step if a grievance cannot be resolved with the IGMT. Idea presented by director that the grievance should be handled by a qualified third party in order to keep BOD from direct involvement with store operations. The third party would then recommend a course of action to the BOD. On the other hand, could a director who is trained in mediation handle the grievance process and make the recommendation to the BOD? Or could there be a grievance committee, with 1 BOD member and 1 or 2 outside mediators; the BOD member’s role would be to observe and record, letting the mediator(s) handle the actual grievance resolution? This discussion will be carried over to item 6b.
Financials: As of now, with the A/C repair bill paid, there is still about $22,000 in the checking account. Question from BOD as to nature of “payroll expense other” in July P&L. Will follow up with Tara when opportunity arises.
Jordan moved acceptance of X6 and July financial reports, Patrick seconded; unanimous approval (Jean approving via email).
4. a. BOD “P” Reports
Discussion of P reports resulted in better understanding of how to approach the reports in the future.
Ed will edit the P6 report to indicate more compliance with policies 3c (we have maintained a full slate of officers in spite of resignations from the BOD earlier in the year), 5 (there is a BOD budget included in the annual store budget), 6 (it is appropriate to utilize Tara’s expertise, and all BOD members should be tracking the finances) and 7b (delegating of communications duties is fine).
Amber will edit the P5 report to reflect that there is no Code of Conduct document for the BOD—the code of conduct is just outlined in the Policy statement. Amber proposed that in addition to the annual review of the P5 policies, each director should annually, or at the beginning of their term, sign or initial a copy of the P5 policies to document familiarity with the same.
Patrick will edit the P2-1 policy review to clarify that the goals referred to in the last sentence are goals related specifically to policy P2-1, not overall goals for the Co-op as a whole. Recommendation that the BOD set specific goals related to policies; the BOD can then readily see if the goals are being achieved.
The revised P2-P7 reports will be placed on next month’s agenda (consent agenda?) for approval.
4.b. Update from Emily on Community Marketplace
Emily reports through Ruth that the group has gone on temporary hiatus as various members have been on vacation or attending to personal business. Emily is willing to prod the group back into action if the hiatus lasts very long.
Some discussion of Emily’s role with the Community Marketplace group and the BOD’s role (now that Emily is no longer a director)—should a BOD member be paired with Emily? Recommendation to write a scope (similar to committee charter) to make Emily’s role clear. Noted that Emily is willing to report to the BOD or a committee on the activities of the Community Marketplace group.
5. Break
6. BOD Discussion:
a. Brief update of discussion content during Focus Group with James Hale:
In order to expedite the remainder of the meeting, report from attendees is tabled.
Amber will touch base with James Hale to see if he can provide the BOD with his notes of the meeting.
b. Plan Committee Formation (suggested committees include Research; Outreach; Election):
BOD settled on the following committees:
Elections: Recruit nominees to board seats and oversee election. “Communications” (or some other title?): This committee will take on event planning (annual and town hall meetings as well as social events), outreach (supporting staff efforts as well as coming up with their own ideas), owner communication efforts, and other related tasks. GMT Research: This committee will research the GMT management model as used at other co-ops and make recommendations to the BOD for implementing a permanent GMT model at the Fort Collins Food Co-op. It will also research the possibility of a seat on the board reserved for staff/GMT, and the board’s role in the employee grievance process. Visioning: Long term vision for the Co-op. Executive Committee: Set BOD agendas, committee charters, other administrative type tasks that would otherwise tend to eat up time at full BOD meetings.
Agreed that every board member will serve on at least one committee, and every committee needs to have at least one board member on it. We will recruit additional committee members from the owners at the Aug 28 picnic. Committee formation and BOD assignments to the committees will be finalized via email prior to the picnic. c. Picnic planning (speeches, committee recruitment):
Suggestion for outdoor games as an activity at the picnic (Amber can provide cornhole setup if someone can pick it up from her ahead of time, as she will not be at the picnic). Also more thoughts on musical entertainment—Saja Butler?
Ruth and Jordan will work together to finalize planning for the picnic (anyone else interested is welcome to join them). d. BOD member replacement:
This item referred to the Elections Committee. e. Creating a temporary non-voting seat for IGMT:
Noted that this is really no different from current situation where the IGMT has two members attend each BOD meeting. The IGMT members are generally welcome to attend the entire
meeting, not just their reporting section, and often do stay for the remainder of the meeting (the BOD will make it clear if there is an issue under consideration that would preclude IGMT participation). Further discussion of GMT/staff board seat referred to the GMT Research Committee.
7. Sign BOD conflict of interest statements for 2016:
Ed received signed Conflict of Interest Statements from all BOD members present at the meeting. Still need statements from Jean, Steve, and Laura.
Meeting adjourned at 8:05 pm.
