PFC Board of Directors Meeting
GM Search Committee Meeting Minutes for January 11th, 2007


Location: Menlo Innovations, 410 N. 4th Ave., top floor.

Attendance:
Board Members: Chris Good, President; Duane Thomas, Secretary; Chad Hershock, Treasurer; Arun Mathur, Joe Easthope, Laura Abraham arrived late due to a class conflict.
Kevin Sharp, Interim PFC General Manager
Julie Sevrid, facilitating

Guests: John Austin, Howard Shapiro


Call to order – 6:30 PM by Julie


Agenda Review: The following items were removed from the consent agenda: G Global, 2007 Agenda Cycle, G.2 monitoring report. G Global monitoring report and 2007 Agenda Cycle were moved to the February consent agenda. G.2 Governing Style was moved to the February regular agenda. Follow-up on Governance Process Retreat w/Linda Stier moved to the next item whenever all directors are present.

Announcements: Chris noted that all directors should spend some time thinking about officers for the new board commencing in April.

Consent Agenda: Minutes - 12/14/06 board meeting, Minutes - 12/18/06 GM Search Committee minutes. All Directors having reviewed and understood these materials, Arun moved that these items be approved. Chad supported. Motion carried 5-0. Chris moved that M Global monitoring report be accepted. Arun supported. Motion carried 4-0-1 abstention (Duane had not read report).

GM Search Update: Local Co-op-friendly businesses and organizations have been contacted with job posting information. Ads for the GM position have appeared recently in the Ann Arbor News, Craig's List MLive.com and Monster.com. The Monster.com ad more than doubled our applicant pool after only being posted for one week.

Report from GM: For the first time an outside firm was hired to do the year-end inventory. Indications are it was very successful. The new compressor was installed. Final cost was $5600. A PFC first annual "Giving Back to the Community" award has been created. It's first recipient is Lisa Dougdale of Think Local First - an organization that supports local businesses and local business networking. It sounds like renovations to the Sculpture Plaza are now going to be repairs. More information will be sought from the DDA. Department Action Plans for 2007 are now being compiled to produce a department by department business plan to partner with the budget. Liz will be in charge in my absence January 26-31.

Follow-up on Governance Process Retreat: After a short resumption of the board's discussion of board process, Laura Abraham and Joe Easthope announced they were resigning from the board, effective immediately, and would send resignation letters to the Secretary. A letter from Linda Stier, CDS governance consultant, was reviewed by the board. Its recommendations will guide board governance improvement efforts for the next several months. In accordance with the Stier recommendations directors were asked to read the handout "General Manager Evaluation Overview and Perspective" (from John Carver's Board Leadership #26, Jossey-Bass) for next month's meeting.
The board discussed strategies and reallocated the workload of the departed directors and agreed to offload required work as possible. Appointment of replacement directors will be considered as soon as possible.
L.3 Financial Planning and Budgeting Monitoring Report: The board noted that this was the first major monitoring report from the new Interim GM and agreed to confine its comments to major matters of substance until the permanent GM is hired. The board noted that data were needed to demonstrate conformance of plans to Ends policies and how financial risks have been contained in the budgeting process. Chris moved that the report be accepted. Chad supported. Motion carried 4-0.

Annual Meeting/Board Elections: The Annual Meeting will be held at the Neutral Zone building on E. Washington on April 12, 2007. Chris moved that the deadline for board candidate applications be extended from January 20 to February 15, 2007. Chad supported. Motion carried 4-0. Former board members will be recruited to help with the election/annual meeting process. E-E.4 Monitoring Report: Again, the board agreed to confine its comments to major matters of substance until the permanent GM is hired. It was noted that compliance data related to what PFC did and not how members and other intended recipients were affected. Data on recipients is necessary to understand if desired outcomes have been achieved. It was also noted that the current set of board Ends policies should be reviewed and revised into a more meaningful and useful form. Duane moved that the board accept the report. Chris supported. Motion carried 4-0.
Board Administrator discussion update: With an intent to moderate director workloads and improve board efficacy Duane moved that the board instruct the GM to implement the 1/9/2007 "Proposal for Creation of PFC Board Administrative Assistant Position" as proposed. After discussion with the GM about the operational feasibility, Chad proposed that the original proposal be amended to include an evaluation of the success of this program after six months of operation. Duane supported. Motion carried 4-0.

Attendance – Duane moved that the absence of Katie Wimsett (Maternity) be excused. Chad supported. Motion carried 3-0.

Next Meeting: Thursday February 8, 2007, 6:30PM at Menlo Innovations, 410 4th Ave., top floor. Directors will gather at PFC for dinner at 5:45.


Meeting Evaluation – Good character demonstrated by all involved.

Adjournment – The Board adjourned the meeting by acclamation at 8:33PFC BOARD OF DIRECTORS TASK LIST

January, 2007 Directors Tasks Due Dates:

Chris Revise agenda cycle/board calendar to reflect additions and deletions and post on board archive. 1/4/07
Chris Talk to Katie re: future ASAP
Chris Contact previous board candidates to invite them to run again ASAP

Kevin
Post notice in store of extended due date for board candidates ASAP

Chad G. Global 2/1/07

All Recruit members to run for the board ASAP
Duane Convert task list to a continuous format 2/8/07

Duane Arrange with Howard to run election and annual meeting setup. ASAP


Respectfully submitted by Duane Thomas, Board Secretary

 


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