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PFC Board of Directors Meeting
Minutes for May 19, 2003
Attendance -
Board Members: John Austin, Linda Diane Feldt, Arun Mathur, Howard Shapiro, Duane Thomas, Laurie White;
Carol Collins, PFC General Manager (left after first hour of meeting). Absent: Martin Piszczalski.
Kathryn Sanderson, volunteer note taker, recording minutes.
Call to order - 6:30pm by Linda Diane
Agenda Review -
G.4 Monitoring Report (Officers’ Roles) postponed
Presentation and discussion with Michael Frost of Yeo & Yeo, PFC’s accounting firm -
Michael Frost presented information about the tax consequences for the Co-op based on different
scenarios for the cash inflows from the sale of our cooperative distributor, Blooming Prairie.
The Board also asked Mr. Frost to weigh the relative merits of a full audit versus a financial
review for PFC next year. It has been ten years since our last full audit and the organization
has changed quite a bit (café, food production, staff increase, etc.). Do we need to review financial
systems and controls to assure that correct procedures are in place? Michael Frost said that a yearly
financial review is usually considered sufficient and that a full audit is not normally needed or recommended
for an organization such as ours. An audit would confirm accounts receivable, debt, inventory, documentation,
controls, and review statements for accuracy.
Monitoring Reports -
All Board members having reviewed the reports, E - E.3 Ends monitoring reports by Carol and M.3 Delegation to
the GM (Board self-monitoring) by Linda Diane were accepted and approved.
Board Committees Proposal -
Charges were developed and approved for three committees:
1. Development Committee will provide options for retreats and training, and plan for integration of training with Board work throughout the year.
2. Nominating Committee will be charged initially with providing, by September 2003, options to the Board for a nomination process for the next election.
3. General Manager Evaluation Committee, in addition to its regular process, will formally delineate the evaluation procedure.
A Membership Committee was discussed and will be addressed at a later meeting.
Consent Agenda -
Minutes and web-site minutes of 4/21/03 meeting were approved by acclamation.
Ends Policies -
A timeline for completion of Ends policies was proposed, with provisional approval of a draft policy set for the next meeting
and adoption in final form by October 2003. Homework was assigned and discussion will continue in e-mail until the next meeting.
Acknowledging PFC’s Web Site Award -
The Board acknowledges and is grateful for the outstanding volunteer work of Alice Britt and Julia Mitchell
in the design and execution of the new PFC web site, working with Laura Meisler, Director of Outreach and
Education, and Rusty Brach, Information Technology Manager. We congratulate them for PFC receiving the very
first National Cooperative Business Association’s Best Co-op Web Site Award. John moved approval of the resolution,
seconded by Laurie, approved by acclamation.
Next Meeting -
Monday, June 16, 7:30pm at Menlo Innovations (212 N. 4th Ave).
Attendance -
Martin’s absence was approved.
Adjournment -
9:35pm by acclamation.
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