PFC Board of Directors Meeting
Minutes for March 17, 2005 - Draft Version

Attendance
Board Members: John Austin; Arun Mathur; Pete Schermerhorn; Howard Shapiro; Duane Thomas; Laurie White; Carol Collins, PFC General Manager.
Ilene Sommers from PFC’s accounting firm Yeo & Yeo
Rhonda McCammon, PFC Audit Committee financial expert and PFC Member/Owner
Andrea Dunathan, Chad Hershock, and Katie Wimsatt - PFC Member/Owners and board candidates
Rusty Brach, PFC Information Technologies Manager - facilitating meeting
Kathryn Sanderson, PFC Member/Owner volunteer, recording minutes

Call to order - 7:00pm by Duane

Agenda review – Consent agenda corrected to read February minutes instead of January minutes; G.3 monitoring report removed from the consent agenda and postponed to the April meeting.

Consent Agenda – minutes and web minutes of the 2/17/05 meeting. All Directors having reviewed and understood these materials, the revised consent agenda was approved.

PFC Audit Report – Ilene Sommers presented the 2004 financial audit report done by Yeo & Yeo. Rhonda McCammon, designated financial expert on the Audit Committee, was also present to observe and answer Directors’ questions. In the opinion of Yeo & Yeo and the Audit Committee PFC is in very good financial condition and performed very well in 2004.
Yeo & Yeo and the Audit Committee recommend that, 1) PFC utilize an integrated financial software system so that record keeping and auditing would be simpler, less labor intensive, and more accurate, 2) PFC go to an automated inventory system and, 3) the Board receive financial training to enhance their understanding of financial reports.
Ms. Sommers also recommended that, for auditing purposes, Board meeting minutes be more detailed in the areas of budgets, salaries, and expenditures. She agreed to respond to an e-mail query from John requesting clarification and detail.
Ms. Sommers pointed out that some PFC deposits may, at times, be in excess of the FDIC insurance limit or not covered by FDIC. Funds deposited with the Northcountry Cooperative Development Fund are not covered by FDIC.
The audit also constitutes the external monitoring report required for policy L.6 Asset Protection. John moved acceptance of the monitoring report, Pete supported, approved 6-0.

PFC Development exploration (Duane) – The Board reviewed the summary of member data analysis findings compiled by Duane (comparative ranges and totals only - no individual Member information) comparing such things as transaction sizes, frequency of transactions, and sales volume by geographic area of member residence. Carol and Duane are in the process of revising the timeline for the Development Exploration project.

Review of Annual Meeting plans (Howard) – The Board approved the draft meeting agenda. Notice inviting Member suggestions for additional agenda items has been posted in the store. Howard will integrate Member suggestions into the final agenda.

Next Meeting – Thursday, April 21, 2005, 7:00pm (or TBD) at Menlo Innovations (212 N. 4th Ave).

Adjournment – At 8:30 the regular meeting was adjourned and the Board reconvened in executive session to discuss GM evaluation and compensation.

Respectfully submitted by John Austin, Board Secretary