PFC Board of Directors Meeting
Minutes for February 16, 2004

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

Rusty Brach, PFC Information Technologies Manager - facilitating

Kathryn Sanderson, Member/Owner volunteer - recording minutes

Guests: Peter Brakeman, Chris Dilley, Hether Frayer, Michelle Richards of Kalamazoo People’s Food Co-op; Herb Alvord, PFC Member/Owner

Call to order - 7:30pm by Rusty

Agenda Review
L.1, L.4, L.6 GM monitoring reports, and M.2 Board self-monitoring were removed from the consent agenda for discussion at a future meeting.

Consent Agenda
minutes and web minutes of 1/19/04 meeting; 2003 fourth quarter financials. All Directors having reviewed and understood these materials, they were approved 6-0.

Ends Policy Development (Duane)
E.2 products/services, E.3 co-op community, and E.4 support of community/environmental organizations were approved 6-0. E.1 – E.4 now constitute a final draft set to be presented to the Membership for feedback. Cost/priority ranking will be discussed at the March meeting.

Strategic Priorities
The Board discussed the need for clarification of the their role and that of the General Manager in setting strategy for PFC. Concerns were expressed about possible Board “second guessing” or interference with general manager decisions that are based on reasonable interpretation of Board policy. It was suggested that reliance on the policy-governance model is the best way to clarify responsibilities. The General manager should feel assured that, guided by Ends policies and within the constraints of Executive Limitation policies, she is empowered to act as she sees fit in the best interests of the organization. As the Board speaks through its policies, it is their responsibility to periodically review and assess the guidelines they have set. Discussion can continue as necessary to establish a level of comfort for all parties involved.

L.1.9 Volunteers (Linda Diane)
Discussion of the role of volunteers and their compensation. Carol will present a proposal for discussion at the March meeting.

Policy revisions (Linda Diane)
Proposed changes to L.1.10.a, L.2.7, and L.5.2 were approved 6-0. Revisions to G.2 were considered and decision was postponed until the next meeting. Policy G.8.2 was reviewed and no action was deemed necessary.

Ballot counting
Counting will take place on March 26 at 6:00p. All Directors will participate except current candidates Arun and Duane.

Member database use for MemberClicks listserv trial (Duane) – Names and member numbers of those joining will be sent to Rusty for validation, thus actual access to the database will remain limited to those currently so authorized. This use of the database was approved 6-0.

Absences –Martin’s absence was approved 6-0.

Next Meeting – Monday, March 15, 2004, 7:30pm at Menlo Innovations (212 N. 4th Ave).

Adjournment – at 9:20 by acclamation

Respectfully submitted by John Austin, Board Secretary.