PFC Board of Directors Meeting
Minutes for November 24, 2003

Attendance
Board Members: John Austin; Linda Diane Feldt; Arun Mathur; Martin Piszczalski; Howard Shapiro; Duane Thomas; Carol Collins, PFC General Manager.

Absent: Laurie White

Anne Benedict, PFC Human Resources Director - facilitating

Guest: Herb Alvord, PFC Member/Owner; Barbara and Jim Kovitz, PFC Member/Owners

Call to order - 7:30pm by Anne

Public comment
Barb and Jim expressed concerns about item out-of-stocks in the store, the 3-day time limit for picking up special orders, and Staff response to phone inquiries.  They will call Carol to explore these questions.

Consent Agenda
minutes and web minutes of 10/20/03 meeting; GM monitoring L.4.9 Financial Conditions & Activities; Board self-monitoring reports G - Global Governance Commitment, and M - Board-GM Linkage  (both by Laurie). All Directors having reviewed and understood these materials, they were accepted and approved 6-0.

Board Development (Linda Diane, Howard, John)
The Development Committee will propose a series of topic-specific training sessions in 2004 based on responses to the Board member survey currently in progress.  An extended weekend retreat is not envisioned for 2004.  Survey results and preliminary suggestions for training will be presented at the December meeting.

Board Budget Proposal (Howard)
The 2004 Board budget, revised to reflect anticipated 2005 financial audit costs that will be billed in 2004, was approved 6-0.

L.3 Financial Planning & Budgeting monitoring report (Carol)
After discussion, the Board accepted the monitoring report and approved the 2004 PFC budget 6-0. The 2004 PFC capital expenditure proposal was also approved unanimously.

2003 Patronage Rebate (Carol)
Based on current financial data and projections for the balance of the year, the Board unanimously approved a rebate of 3% of Member sales with 20% to be returned to Members as store credit and 80% retained for 5 years.

Board Expense and Director Resignation proposals (Linda Diane)
The Board supported Linda Diane’s suggestions for expanded policy definition in these areas. Actual policy wording will be considered at the December meeting.

Bylaw update Proposal (Linda Diane)
The Board agreed to submit the suggested updates for legal review and possible submission for Membership vote in the 2004 election. Discussion will continue after the legal review.

Annual Meeting Team (Arun, Martin, Laurie)
Arun reported that March 26 or 27 looked like the best choices for date and the Community Center on North Main the best location. Planning for the meeting continues. 

Member Input Proposal (Duane)
The Board considered Duane’s proposal for a 6-month exploratory pilot study costing $355 of an on-line software package that would create a Member list-serve and allow for polls and surveys, with the potential for on line voting in PFC elections.  The proposal was approved 4-1-1 with Linda Diane voting against and Martin abstaining. 

Ends Policy Development (Duane)
After discussion the Board agreed to continue work on the E.1 knowledge/information draft at the December meeting.

Next Meeting - Monday, December 15, 2003, 7:30pm at Menlo Innovations (212 N. 4th Ave).

Absences – John moved the approval of Laurie’s absence, Duane supported, approved 6-0.

Adjournment – at 9:45 by acclamation

Respectfully submitted by John Austin, Board Secretary