PFC Board of Directors Meeting
Minutes for July 12, 2005 - Draft Version

Attendance
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.
Linda Diane Feldt, PFC Member-Owner and former Board member - facilitating meeting
Kathryn Sanderson, PFC Member-Owner volunteer, recording minutes

Call to order – 6:15PM by Linda Diane

Agenda review – In Consent Agenda: “9.8.5 alteration” should read “G.8.5 alteration”.

Consent Agenda – Minutes and web minutes of the 6/14/05 meeting; revise policy G.8.5 to read: “Directors will receive store credit equal to $60/quarter, with the President of the Board receiving store credit equal to $100/quarter, at the discretion of the Board.” All Directors having reviewed and understood these materials, the revised consent agenda was approved.

Committee Updates – Audit Committee: 6/14/05 meeting minutes were received by the Board. The committee will begin reviewing quarterly PFC financials and report to the Board. It was noted that the accounting firm Yeo & Yeo had not specifically addressed Board financial policies in their audit as requested. This will be addressed with the firm chosen to perform the 2005 audit or financial review. After further discussion, the committee work plan and contingency budget of $300 to cover expenses relating to consulting outside professionals was approved.
Development Committee: will meet and develop a charter for Board approval.
Nominations Committee: will meet and develop a charter for Board approval.
GM Evaluation committee: met 6/23 and will meet 7/13 to complete a draft charter for approval.
Calendars and Schedules – Arun recommended that G.4 Officers’ Roles be monitored in April rather than May and that monitoring of Ends policies occur in December. It was noted that G.6 Annual Agenda Cycle & Board Calendar does not reflect current Board schedule or practice and should be updated.

CCMA Report – Arun and Katie attended this year’s Consumer Cooperative Management Association conference in Albuquerque in June. Included were workshops on the role of co-ops in world politics, transforming culture and democracy, rebates and equity, cooperative history, and linking with members. It was recommended that the Board have study sessions on the workshops attended.

Board Retreat – what outcome? – A local facilitator will be used for the retreat. Possible topic: expansion, using the Ends policies, survey data, and materials from the Expansions & Relocations workbook by Bill Gessner of Cooperative Development Services. The importance of determining what is right for our Membership was emphasized. Chad suggested that it might provide focus to ask the questions: 1) why are we expanding? and 2) how would we expand?. The Development Committee will prepare the agenda for an extended discussion on the retreat and expansion at the August Board meeting.

Random Sample Survey Questions – Proposed questions for the survey were discussed. A first draft of the survey will be circulated.

Next Meeting – Tuesday, August 9, 2005, 6:15PM at Menlo Innovations (212 N. 4th Ave).

Executive session – The Board convened in executive session at 7:55 to discuss personnel matters.

Adjournment -The Board emerged from executive session at 8:15 and the meeting was adjourned.

Respectfully submitted by John Austin, Board Secretary