PFC Board of Directors Meeting
Minutes for May, 11th 2006 -

Attendance
Board Members: Board Members: Arun Mathur, President; Howard Shapiro, Vice President; Duane Thomas, Treasurer; John Austin, Secretary; Andrea Dunathan; Chad Hershock; Katie Wimsatt; Carol Collins, PFC General Manager, Chris Good, Laura Abraham, incoming board members.

Call to order – 6:30PM by Arun

Agenda Review – No changes were made to the agenda.

Announcements – Duane announced that the mayor of Ann Arbor was to make an appearance on a local talk show to discuss the issue of the availability of grocery stores downtown. Duane also noted that the GM's annual employment contract needed to be approved in April. The new Board President will email copies to the newly installed boa rd..

Consent Agenda – Minutes of the March 7, 2006 Board Meeting, February 28, 2006 Executive Session (GM Evaluation), March 7, 2006 Executive Session (GM Evaluation), M.3 Monitoring report, L.6 External Review (Auditor), L.4.5 Purchase Notification (MAS90 Accounting software), and L.4.5 Purchase Notification (Pete Davis marketing study), L.4.5 Purchase Notification (Koch&White meat case). All Directors having reviewed and understood these materials, Arun moved approval of the consent agenda, Duane supported, approved 7-0.

Member Survey: In response to an email, "Review and Approval of Member Survey Plans" from Duane Thomas and meeting Materials "I", "J", and "K" the board addressed the four required decisions in the e-mail:

• The board reviewed and proposed policies (Item "I") for assuring the confidentiality of member information developed in the upcoming survey of the membership. After discussion of the adequacy and wording of the proposed measures, Andrea moved the Item "I" be approved with the amendment that "The PFC Outreach and Education department" under the first bullet point be replaced with "The GM". Duane supported and the motion passed 7-0.
• The board discussed the pros and cons of a proposal (Item "J") to merge data obtained in by the member survey with membership records and summary purchasing information to expand the nature and value of the member analysis. Andrea moved that the data sources be merged for analytical purposes. Duane supported. Motion carried 7-0.
• The pros and cons (Item "K") of a plan to not include in the survey sample members in good standing who had not purchased anything in the past two years were discussed by the board. Andrea moved that all members for whom PFC has current contact information be included in the survey sample. Duane supported. Motion passed 7-0.
• The board reviewed and discussed the utility, appropriateness and specific wording of a variety of survey questions. It asked that questions about "community" and "values" be added to the "regrets" section, Question 37, member's personal preference for a second store location be retained, question 42, changes to overall purchases from PFC stemming from a hypothetical second PFC store location, should be deleted, question 43 wording should be changed to use the term "member share" instead of "member equity, no specific dollar amount should be stated, and the "as described above" reference should be changed to something less confusing. After this John moved that the board approve the overall structure and content of the survey with the understanding that minor changes and errata will be handled by the GM and her consultant. Duane supported. Motion passes 7-0. Board members should send any other suggestions to Carol for consideration in the next two days.

Certify elections and seat new board – Howard, chair of the Election Committee, affirmed that bylaw and policy provisions were followed and that Laura Abraham and Chris Good were the top vote recipients and that Board-defined procedures were followed in vote counting.  Howard moved that the Board certify these results and install Laura and Chris to serve for three-year terms ending in 2009, Arun supported, approved 7-0.  With this action the new Board immediately assumes governance responsibilities.

Receive Conflict of Interest Forms – John, outgoing Secretary, received conflict of interest forms from all members of the board about to be installed for transfer to the incoming board secretary.

Elect officers of the board – Arun moved that Andrea Dunathan, Katie Wimsatt, Duane Thomas, and Chad Hershock be elected President, Vice President, Secretary and Treasurer respectively. Duane supported. Andrea provided some rationale for this candidate slate. After further discussion, the motion passed 7-0.

Select monthly meeting time/day – After comparing calendars, Duane moved that regular meetings of the board be held on the second Tuesday of May and June and on the second Thursday of each month from July - April, 2007. Katie supported. Motion passed 7-0.

New director orientation agenda – Chad presented a draft agenda for a two hour new director orientation (and old director refresher) workshop covering an introduction to the Policy Governance system of governance used by PFC and PFC board structure, function and products. Learning goals and activities for each major topic were proposed and required reading materials distributed. Any further comments or suggestions should be emailed to Chad. The orientation will be held 4 May, 2006 at Menlo Innovations from 6:30 - 8:30 pm. Food will be provided.

Development discussion – The board discussed and ranked knowledge areas where the board needs further education and training. Andrea will produce a list describing the board's desired results in the higher ranked areas. Once the board agrees upon a definition of what we want to achieve, the development committee will be tasked with effecting appropriate educational and training experiences for the board.

Plan May agenda – The board discussed the desired natures of the agenda setting process and how tasks are allocated.

Next Meetings –

1. Thursday, 5/4/06 for director enrichment at Menlo, 6:30pm
2. Tuesdays, May 9,2006 and 6/13/06, 6:30PM at Menlo Innovations (212 N. 4th Ave). Directors will gather downstairs for dinner at 5:45.
3. Starting in July, meetings will be held at 6:30pm on the second Thursday of the month.

Attendance – There were no attendance issues.

Meeting Evaluation – Positives: We got a lot of work done. Changes for the future: distribute meeting materials earlier, it would be desirable to spend less time on process and more on policy.

Adjournment – The Board adjourned the meeting by acclamation at 8:45.