Minutes (Draft)

Present:
Kyle Harwood, George Schroeder, Cheryl Plum, Tracy Brown, Marianne Dickinson, Kevin Keene, Marshall Kovitz, Patty Gillis, Kate Downer.

Guests:

Management
Present:
Donal Kinney, Michelle Franklin, Demetra Isbell, Susan Spring, Robyn Seydel, Ahmed Elmagalawi.

B. Agenda:
Added Items:
Kate Downer added an agenda item: Geneti-cally Modified Organism (GMO) committee report, to be addressed after the Retreat discussion. Donal added item II. B, Management Report. Discussion of the Staff Survey was moved to Executive Session.

Removed Items: Items
I. D and E, regarding minutes of previous meetings, were deleted. Item III. B, Supervisor's Handbook, was deleted. George moved, and Marianne seconded, to approve the agenda as modified. The motion passed, 9-0.

C. January Minutes:
Issues Raised:
1. The Minutes need to be re-formatted so as to make it appear that the events recorded occurred in temporal sequence. 2. Under Section I. G. Board Policies, the temporary alpha-betical designations for the policies duly considered need to be changed to the official Policy Governance headings.
3. The Administrative Assistant noted that the Minutes reflect the lack of a clear resolution regarding "F. Code of Conduct" that is recorded in his handwritten notes and asked the Board for clarification on this issue. 4. Minor changes to the wording of the Minutes were agreed to.

Action Taken:
George moved, and Kyle seconded, that the Minutes be approved as modified. The motion passed, 7-0-2, with Kevin and Kate abstaining.

Action Required:
Kyle moved, and George seconded, to send consideration of the Code of Conduct policy to Agenda Construction. The motion passed, 9-0. The Administrative Assistant was instructed to re-format the January Minutes and send them to Board Secretary Cheryl Plum for editing.

D. December Minutes:
Marshall informed the Board that the published Minutes for the September 1999 Board meeting were slightly modified so as to remove any reference to margins or other financial data. No issues were raised by the Board.

E. Board Attorney:
Kyle introduced this topic by explaining that the Board has received twelve (12) proposals from legal firms. He explained that he has conducted a preliminary review of these based on four criteria:
1. The firm's legal expertise.
2. The absence of any conflicts of interest.
3. The firm's reputation for socially conscious philosophy.
4. The firm's hourly rate.
Based on these, Kyle feels that three firms are good candidates.

Issues Raised:
1. What is the definition of "Conflict of Interest"?
2. How does the Board decide what "Socially Conscious Philosophy" is?
3. The criterium of "having experience with Boards" should be added (Tracy).

Action Taken:
George moved, and Kyle seconded, that the Board appoint a committee consisting of Kyle, Tracy and Patti to examine the 12 packets, select the best, and arrange interviews with the Board. The motion passed, 9-0.

Kate moved, and Kyle seconded, that Kyle's four- selection criteria be officially adopted by the Board, with "conflict of interest" being defined so as to preclude a familial relationship with Board or Staff members. The motion passed, 9-0.
Kyle moved, and Kevin seconded, that the committee process be to first, select the three or four best packets; second, to arrange interview meetings, preferably staggered on a single day; and third, to finish the process not later than the March Board of Directors meeting. The motion passed, 9-0.

F. Board Retreat:
The tentative date of February 17th to meet with retired BOD members did not meet everyone's needs. Kevin agreed to contact previous Board members in an effort to reschedule. (Board member Kyle Harwood left at 6:30 p.m.)

G. GMO Committee:
Kate Downer noted that a staff com-mittee has formed around the issue of education of members and shoppers on the subject of Genetically Modified Organisms (GMOs). She noted some issues:

Issues Raised:
1. Is Board presence on this committee appropriate?
2. Is this a policy issue that would require Board approval and therefore Board presence?

Action Taken:
The Board agreed, without a vote, that this is a staff committee, that no Board of Directors policy is involved, and that a Board presence is not required.

II. Board-CTL Relationship

A. CTL Hiring Committee:
Cheryl Plum called attention to her email memo regarding the CTL job description. She stated that this is what the committee has agreed to; once it is firmed up by the Board it can be posted on the La Montanita website.

Issues Raised:
1. An official CTL Hiring Committee must be created. The Search Committee recommends a committee of five: three Board members, Donal, and one staff member.
2. What is the purpose of including a staff member?

Action Taken:
George moved, and Marshall Kovitz seconded, that the committee consist of three Board members, one staff member, and Donal. The chair would be at the committee's discretion, but must be a Board member. The motion passed, 6-0-2, with Patti and Tracy abstaining. After nominations and a ballot vote, the Board appointed Kate, George and Marianne to serve as the Board members of the CTL Hiring Committee. The meet-ing(s) for the group are TBA.

B. Management Report:
Donal opened the floor for discussion of the Management Report he sent out with this month's meeting packet.

Issues Raised:
1. Have the computer/margin problems been solved?
2. Is the Co-op in imminent financial danger?

Action Taken:
Donal stated that management believes that the computer problems are being successfully addressed, but the effect of these efforts on margin performance must wait until the February 29th inventory. La Montanita is not in imminent financial danger, but continued care is called for.

III. Monitoring
A. Staff Survey:
Discussion of the Staff Survey took place in Executive Session. The results: the Board voted 8-0 to approve the wording of the survey as presented by Donal and the Coordinator's Group. The survey will take place from February 23rd until March 3rd. George, Kevin and Marshall will coordinate Board activity regarding the Survey.