Board Members Present: Aram, Brooke, Ron, Steve, Dan ...



Board Members Present: Brooke Decker, Aram Polster, Dan O’Donnell, Josie Hingston, Ron Hoffman, Jane Sandelman, Steve Greene, Christine Speidel

Ex-Officio: Neomi Lauritsen (General Manager), Lucy Georgeff (Finance Manager)

Member Audience: ? , ?

Call to Order: 6:02 PM

Minutes of 3/26/14: Steve made a motion, seconded by Ron to accept the minutes as presented with a minor formatting change. The motion passed unanimously with one abstention.

Board Candidates / Annual Meeting: The annual meeting will be held at the Co-op on June 19 at 6:00 PM. It was suggested that we discuss the vision for the Co-op over the next few years from the perspective of the membership. We will also discuss the survey, the solar project, and the ‘meat’ idea along with how and what is happening at the Co-op. Steve will give a short presentation. Discussion and dialogue will take place. Lucy will provide a condensed Profit and Loss and include income by departments. Ron will contact George Ainsley with regard to music. Josie has agreed to spearhead a raffle; tickets to be given when Members sign in. There will be a potluck dinner.

Raffle ticket when you sign in.

The mailing needs to go out by May 25th. Dan will put together the email blast for Julie to send out in a newsletter.

GM Monitoring:

B1 Financial Condition –

With respect to the actual, ongoing financial conditions and activities, the General Manager shall not cause or allow the development of fiscal jeopardy or material deviation of actual expenditures from board priorities established in Ends policies. The GM reports compliance with aspects of this policy.

The GM will not:

1. Allow sales to decline or be stagnant. Sales Growth must be above 3% for compliance. The GM reports compliance with Sales Growth of 15.6%.

2. Allow operations to generate an inadequate net income. Actual Net Income must be above 0.5%. The GM reports compliance with Net Income of 4.9%.

3. Allow liquidity, or the ability to meet cash needs in a timely and efficient fashion, to be insufficient. The CoCoFiSt benchmark for jeopardy is a Current Ratio of 1.25. The GM reports compliance with a Current Ratio of 3.24.

4. Allow solvency, or the relationship of debt to member/owners’ equity, to be insufficient. A Debt to Equity Ratio between 0 and 3.0 is needed. The GM reports compliance with Debt to Equity of 2.88.

5. Incur debt other than trade payables or other reasonable and customary liabilities incurred in the ordinary course of doing business. The GM reports compliance; no new debt was incurred without Board approval.

6. Acquire, encumber or dispose of real estate. The GM reports compliance; did not acquire, encumber or dispose of any real estate.

7. Allow tax payments or other government-ordered payments or filings to be overdue or inaccurately field. The GM reports compliance. All taxes were filed on time.

8. Allow late payment of contracts, payroll, loans or other financial obligations. The GM reports compliance. There were no late payments to vendors or of payroll or any other financial obligations.

9. Use restricted funds for any purpose other than that required by the restriction. The GM reports compliance. The one restricted account we have remains in place.

10. Allow financial record keeping systems to be inadequate or out of conformity with GAAP. The GM reports compliance. Continue to use the Super Report to track sales, sales growth, labor costs, and any other key indicators of financial health.

11. Operate without an adequate system of financial control. The GM reports compliance. Continue to operate in accordance with the flow charts approved by the Board in 2010.

12. Engage in a capital expenditure, or sell a capital asset or enter into a lease exceeding $10,000 in value. Splitting orders to avoid this requirement is not allowed. The GM reports compliance.

Steve made a motion, seconded by Christine to accept the B1 as submitted. The motion passed unanimously.

GM FYI Report:

A new gathering is taking place in the Co-op community room on the 1st Monday of each month for people fighting Lyme Disease. Vegan potlucks continue on the 4th Wednesday of each month. We have 57 new members to date for calendar year 2014 (there were 139 new members for the whole year 2013). The Co-op Facebook page has seen the addition of “What’s for dinner?” each afternoon, Monday thru Friday; the page is getting a lot of ‘action’ as a result. Julie and Cherie attended the Wellness Fair at Newsbank again this year. The Co-op will participate in the Dam Run on May 4th with a booth of samplesand 3 gift baskets (possibly a store coupon).

Sales are good! We continue to fine tune our selection. A new Meals fridge is arriving this week. Many thanks to Steve Greene for loaning the Co-op a retail fridge.

Steve and Neomi met with Soveren Solar to discuss his commitment to putting 10% back into the local community. They are awaiting further word from him.

Pete Hodgson of CDS Meat Consultation came to the store on April 8th and was able to assess the department and make recommendations; some changes were put right into place and more will be implemented in time. We were able to lower the retail price on meat and chicken immediately. In the near future we will be looking at some new refrigeration and freezer options. The cost of the consult was well worth information shared.

The website is progressing. Hannah Lillie has been submitting photos. Headers are done and we have begun work on text for each of the departments. Prospect is ready for meeting minutes. A new Google tour will need to be done due to the reset.

Presidents Report: Neomi and Brooke attended the Neighboring Food Co-op Association meeting recently. They heard how other co-ops operate. There was a round table discussion about how other boards work. Brattleboro Food Co-op explained their intense self assessments and how they run meetings and address policy language. There was a workshop on Food Access – other Co-ops are providing reduced rate membership to those with food stamps with an additional 10% off all the time. Neomi was intrigued by other Co-ops who mentioned their offering of truck load sales in both Spring and Fall. There would be advertised specials, samplings and a large offering of select (by the case) sales. Brooke mentioned the New England Farmers Union who spoke as well and encouraged everyone to join.

Aram and Brooke were excited to announce that they went through the Board filing cabinet and got it all organized and up-to-date!

Board Self-Monitoring:

D2: Accountability of the GM

The GM feels the Board is doing a great job as does the Board.

Executive Board Job Descriptions - Aram will redraft the Job Description for the Secretary based on discussions thattook place.

Member Engagement Committee Update:

Jane has a conference call with the folks who coordinate NCGA surveys. She will have a final timeline after tomorrow 4/25/14.

There were 6 participants at the Earth Day composting workshop run by Cherie and Brooke. All participants were very excited and offered up great suggestions for other workshops.

Cherie met people at the Newsbank Wellness Conference who also came to the composting workshop! A member of UVM extension would like to teach a workshop on square foot gardens.

Vision Conversation – What does Member Community Education look like? How do we engage further with the community? This should be discussed further at the Annual Meeting.

Meat Update: Discussions with the meat consultant, Pete Hodgson took place on April 8th. A meat cutting station is not necessarily worth it. Displaying what we have differently could prove to be very helpful. Pete was able to offer some tricks and simple ideas to assist with our current arrangement as well as some ideas to reduce costs to the end consumer. Eventually should add a walk-in attached to the kitchen and a few more coolers. He offered systems for rotating stock and lowering our margins. Oliver implemented several ideas into practice immediately. Pete also gave suggestions for specific products to add or remove including new seafood and also suggested that we no longer offer frozen chicken.

Steve felt it interesting to note that inventory has grown by 25% in a year and a half with few asset purchases. We’ve done well!

Open Session: Jane suggested a Coopartive Propane initiative as a service to members. Would like to negotiate a deal (contract a large amount) with a company to offer discounted propane and oil prices to the Membership. Steve will look into this.

Dan spoke with Mark Kearn about meat and seafood. He suggested talking to the Black River Produce buyers and sellers. Neomi mentioned that Oliver recently received a tour of the new facility and was able to purchases cases of seafood right from them at the time.

Neomi added that our POS system previously leased to own is now ‘owned’ by the Co-op!

Neomi is headed to St. Paul in the morning.

Next meeting: The next meeting will be Thursday, May 29th at 6:00 PM in the Co-op Community Room.

Steve made a motion, seconded by Jane to adjourn the meeting at 7:51 PM.

Respectfully Submitted,

Angela Farrar

Recording Secretary

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