Board Meeting Minutes

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La Montanita Food Cooperative
Board of Directors Meeting Minutes FINAL
December 18, 2007
Board Present: Martha Whitman, Tom Hammer, Marshall Kovitz, Tamara Saimons, Jonathan Siegel, Roger Eldridge, Andrew Stone, Lonn Calanca, Ken O’Brien, Ariana Marchello
Also Present: Jennifer Cornish, Julie Miller, C. E. Pugh, Michelle Franklin, Robin Seydel, John Mulle, Sharrette Rose, Bill Bright and Tracy Thomasson (via speakerphone). Guests: Suzanne Kryder, Stephanie Dobbie, Paul and Suzy Citron.
The meeting started at 5:40 p.m. at the Immanuel Presbyterian Church in Albuquerque. Jennifer Cornish was the facilitator. Julie Miller took minutes.
1. General Welcome and Introductions
2. Approve the Agenda—All
Issues Raised: Martha made an announcement at this point about the Executive Session which took place on 12/16/07, when they selected Terry Bowling to replace CE as the coop’s next GM. Martha thanked the Board for its careful deliberation during the selection process.
Agenda was approved unanimously.
3. Item Title: Seat Newly Elected Board Members--All
Issues Raised: Martha thanked outgoing Board members Roger Eldridge and Andrew Stone for 3 great years of service.
Actions Taken: Martha made a motion to bring on the 2 new members, Ariana Marcello and Bill Bright; Tam seconded the motion, and it passed unanimously.
Action Required: None
Attachments: None
4. Item Title: Member Comments--Guests
Issues Raised: Member Susan Citron asked for info about the coop possibly using cloth/canvas shopping bags instead of paper or plastic. A board member replied that he knew of one other coop that gave out canvas shopping bags to members as gifts.
Stephanie Dobbie asked about getting further information on how the coop works, particularly the Distribution Center. She gave the Board a brief description of her education and professional achievements as they relate to coop values, and asked for consideration as a member of the Advisory Board.
Actions Taken: None
Action Required: Executive Session to consider Stephanie’s request
Attachments: None
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5. Item Title: Group Discussion: Presentation by Susan Keith of Culture to Culture, Inc, “NM Farmers Research Study”
Issues Raised: Susan began by discussing the origin of her management consulting business based in Washington, DC. She was asked to do a marketing study on behalf of NM farmers. Research for the project was completed in 2001. Some of the highlights of her presentation included:
• Albuquerque experienced significant loss of land that was previously used for small farming
• Farms in our area are small and often use natural farming methods
• Major concern for small local farms is being able to compete with prices of large commercial farms
• Best way for local farmers to maximize productivity and profits is to join a coop
A question and answer period followed.
Q: Where are other opportunities for other communities to get involved in building the foodshed?
A: Slowly there’s growing interest in this idea. The key is educating the consumer about the importance of the local foodshed. She mentioned the idea of having an annual Agricultural Festival partly for this purpose.
Q: With regard to the agricultural community, what changes to you forsee long-term?
A: The community will be more obviously integrated into the city. Agri-tourism is a possibility. U-Pick events should become more commonplace.
Q: Since most farmers here do not own their land, how can land use/stewardship improve?
A: Conservation easements can be a tool that would help. There is more initiative now among communities to keep farmland from development.
Actions Taken: None
Action Required: None
Attachments: None
6. Item Title: CPA Report 2006-2007: Brian Reinhardt of Mackie Reid & Co., CPA
Issues Raised: Mr. Reinhardt passed around the coop’s financial statements for 2006/2007 and explained the review process. Audits of the financial records are done every 3rd year (next audit will be in 2008). Performing a review such as the one recently completed is good practice since our financials change. The report indicated that we are in compliance with GAAP (Generally Accepted Accounting Principles). The Balance Sheet, Liabilities, Income Statement, and Investments sections were briefly reviewed. He also distributed a reported entitled “Agreed Upon Procedures General Manager’s Compliance with Board Policies”, and suggested it be studied in committee. A question and answer session followed:
Q: Where in the report, if anywhere, is our construction debt?
A: The $900,000 mentioned in the New Loan Agreement will start to be repaid next July. It will not appear on the books until the end of this year.
Q: As the coops grows, should we start doing internal audits?
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A: At some point, yes. We’re not there yet. This GM compliance review is close to an internal audit. As we grow we do need to consider hiring an outside firm to perform this task.
Action Required: None
Attachments: None (Report has already been posted to GroupLoop)
7. Item Title: Consent Agenda, Discussion of Consent Agenda--All
Issues Raised: Jennifer asked for a motion to approve Consent Agenda; Martha so moved, Marshall seconded it. Suggestions were made regarding corrections to the minutes, which have been made.
At this point, Martha made some comments as follows: For Board members, CE is the only employee we should be communicating with about any problems, questions or issues. We can’t bypass CE and go directly to employees, we must go to CE exclusively with any issues. When members make comments or complaints to Board members, we then must pass them along to CE and CE alone, we don’t take action ourselves as individuals. None of us individually represent the store to members.
CE commented that the new Sunflower market opened this week, and it has had zero impact on the coop’s business.
Jennifer asked for a vote to approve the Consent Agenda, with corrections; it passed unanimously.
Action Required: Julie has made revisions to November minutes and post as Final.
Attachments: CBLD Proposal, Management Monitoring Report for December 2007
8. Item Title: Member Engagement Proposal, World Café--All
Issues Raised: Tam made a motion to approve, Tom seconded it. A discussion ensued on how to proceed with the ideas in the proposal; specifically how to engage members in it and have focused conversations on our goals. Also, maybe it should be clarified what we want to get out of the event? The format received positive response. The Café is believed to be valuable as a tool to create community. Some members would like a better process to focus the questions. A question was asked about whether we should ask the members to speak to us in “ends language”, or can we translate their issues into our language? Should this be considered?
It was mentioned that only about 3% of the comments received at the Annual Meeting were about results/ends. Most were about programs. Another idea was that the Café could be an educational event solely on ends policies for the membership. Santa Fe could particularly benefit from this.
Consensus was far from unanimous on this event. It was generally agreed to wait on it, have further discussion about what we want from it and from membership, Tam suggested she could withdraw the proposal’s suggested event date and change it to May. Another suggestion was that the event should be scheduled to “sync” with the Board’s study work on goals. Ideally an
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integrated calendar could be created for this purpose. However, another Spring event like a retreat may disrupt a Spring Café event.
Actions Taken: Jennifer asked Tam about withdrawing the proposal and re-presenting it in March for further consideration; Tam agreed.
Action Required: None
Attachments: Member Engagement Proposal, World Cafe
9. Item Title: Operational and Board Functioning Questions -- All
Issues Raised: CE asked Julie to re-post October Final Minutes. A discussion on distance for some Board members ensued. It was reported that UNM’s facilities for meetings (video conferencing, etc) were only for the school’s functions so are unavailable for us. Martha asked that a Committee look into the question of the best way to include the Board members who are not in Albuquerque in Board meetings. Some questions were asked of Bill Bright, on speakerphone; to summarize: He will probably not attend meetings in person during the winter, nor will he be able to attend the training session on 1/12/08. He will read the Board Policy Manual thoroughly. He does have quite a bit of experience with policy governance. He will work with the GM, not the Board, on the Store Advisory Council idea. Membership engagement is the purpose of such a council, he will bring the concept to the ME Committee.
Actions Taken: None
Action Required: Julie will re-post October’s minutes. Committee to meet to discuss ideas about how best to include long-distance Board members in Board meetings.
Attachments: None
10. Item Title: Administrative Assistant Duties--All
Issues Raised: None other than the corrections previously described that need to be made to last month’s minutes.
Actions Taken: None
Action Required: None
Attachments: None
11. Item Title: Meeting Evaluation--All
Issues Raised: It was generally felt that much of the presentation was information that’s already well-known to Board members. Some would like presentations on new and unfamiliar topics, or at least to ask the speakers to address issues about future trends and ideas rather than present conditions which will likely already be understood by the Board. An attorney for the Nature Conservancy is expected to speak next month, Board members should give Tam questions ahead of time for the speaker to address.
Actions Taken: None
Action Required: None
Attachments: None
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12. Item Title: Next Meeting Agenda Construction-- All
Issues Raised: None
Actions Taken: None
Action Required: None
Attachments: None
13. Adjourn Regular Session
An executive session followed.
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