PFC Board of Directors Meeting
Minutes for April 19, 2004

Attendance
Board Members: John Austin; Linda Diane Feldt; Arun Mathur; Howard Shapiro; Laurie White; Carol Collins, PFC General Manager

Absent: Duane Thomas, Martin Piszczalski (resigned)

Rusty Brach, PFC Information Technologies Manager - facilitating
Larry Horvath, PFC Member/Owner, Director elect
Pete Schermerhorn, PFC Member/Owner
Herb Alvord, PFC Member/Owner

Call to order - 7:30pm by Rusty

Consent Agenda
minutes and web minutes of 3/15/04 meeting; Board self-monitoring reports G.3 Director’s Code of Conduct (John) and M.3 Delegation to the General Manager (Howard). All Directors having reviewed and understood these materials, the consent agenda was approved.

Monitoring report & Agenda proposal
The recommended policy changes were approved as modified in discussion. The changes clarify monitoring report requirements, treatment of reports in the agenda, and establishment of meeting agendas.

Board year-end evaluation
Directors felt that the Board worked very hard and accomplished a lot - no one slacked off and everyone did their homework and came to meetings prepared. They praised the extensive Ends/Visioning work, appropriate to a policy-governance board, and the expanded use of the consent agenda and efficient use of meeting time under Linda Diane. Also, throughout the year Linda Diane followed up on loose ends, evolving proposals to address them. Speaking as a former Board member, Rusty observed that this Board functioned at a much higher level than that of five years ago.

Observations were made of occasional tension and conflict between Directors. It was suggested that this be seen as an opportunity for the Board to further examine its own process and deal with such issues in a productive manner. Concern was expressed over pressing Carol for detailed information outside of her policy-defined responsibilities, and that Directors should respect the Board/GM relationship and not misuse it. It was suggested that the Board often seems not to have time for big topics that don’t relate to specific, required action. Linda Diane observed that this Board has perhaps worked too hard, expending enormous amounts of time and energy, and that through effective use of the policy-governance framework it can become more efficient, make more non-substantive tasks automatic, and make the work load more manageable. She also urged the new Board to give special attention to its nominations/recruitment process and committee structure in the coming year.

Ends Monitoring schedule
The Board approved the postponement of the May GM monitoring report on Ends, at Carol’s request. When the new Ends policies are adopted the Board will derive a new, fixed schedule for Ends monitoring.

Certification of Election
Howard and John affirmed that Larry Horvath, Arun Mathur, and Duane Thomas were the top three vote recipients and that all three bylaw proposals received the required 2/3 majority yes votes required for passage. The Board approved certification of the results.

Filling of Board vacancy
The Board appointed Pete Schermerhorn, first runner up in the elections, to fill the vacant seat left by Martin’s resignation.

Seating of new Board
Election of Arun, Larry, and Duane was formally recognized, beginning the new board year. Linda Diane was given a card, gift certificate, and treats in appreciation of her three years of Board service and strong leadership as President in the past year.

Annual meeting debriefing
All agreed that Gladwin Farm provided excellent surroundings, fostering Member/Board communication and mingling. Low turnout was a concern. Some felt that locations farther from the Co-op reduce attendance. Poor publicity on the meeting and location also could have affected attendance. More introduction and explanation could have made the Ends segment more effective. Splitting into focus groups after the business portion worked well.

Election of Officers
After discussion, the Board elected Duane as president, Howard as vice-president, Pete as treasurer, and John as secretary.

Committees
Arun, Laurie, and Duane will constitute the GM Evaluation Committee. The proposal for a bylaw review committee was tabled – review and committee formation will be added to pending agenda issues; clarification of the GM/Board relationship will be encompassed in the GM evaluation process.

CCMA proposal
The Board determined that their budget would allow for two Directors to attend the Consumer Cooperative Management Association conference in Minneapolis in June. Duane and Larry were designated to represent the Board.

Conflict of Interest forms
Directors submitted their yearly statements of possible conflicts of interest to the Secretary for the Board files. John will get in touch with Duane to get his form.

Absences
Duane’s absence was approved.

Next Meeting
Monday, May 17, 2004, 7:30pm at Menlo Innovations (212 N. 4th Ave).

Adjournment
by acclamation at 9:30.