PFC Board of Directors Meeting
Minutes for August 9, 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.
Colleen McGee, PFC Member-Owner and former Board member - facilitating meeting
Kevin Sharp, PFC Assistant General Manager
Kathryn Sanderson, PFC Member-Owner volunteer, recording minutes

Call to order – 6:15PM by Colleen

Announcements – The Board met in executive session on July 14 from 6:50PM to 8:40PM to discuss personnel matters. Minutes of the meeting were recorded.

Consent Agenda – Minutes of the 7/12/05 meeting; GM monitoring report L.4.9 Current Ratio (including PFC second-quarter 2005 financial reports); receipt of 7/20/05 Development Committee minutes. All Directors having reviewed and understood these materials, the consent agenda was approved.

Expansion Discussion, starting with the major question: “Do we want to expand and why?” followed by further questions in the item agenda materials to guide discussion, summarized below.

What do we mean by expansion? Tentative definition: “More goods or services offered, with an acknowledged component of risk,” (to differentiate it from “improvements” - the piecemeal addition of goods or services routinely determined by management).

Is the expansion decision a Board issue under current policy? An expansion plan or proposal would come from the GM, who is guided by Ends and Executive Limitations policies, and the decision to approve would be the Board’s. The Board could choose to revise existing policy to ensure proper oversight and the service of Member interests.

Do Ends or Executive Limitations policies mandate expansion? No, nor do they prohibit it. But what the Ends policies empower the GM to do might involve expansion. The Board should review its Ends policies in light of Member input data and other factors, and its Executive Limitation polices to cover a possible expansion and ensure appropriate risk management.

Do business/financial factors mandate expansion and are these Board or Management considerations? Consensus: business and financial factors are management considerations.

Do Member needs/wants require expansion for their satisfaction? Added in discussion: are Member needs/wants factors in the decision? Data on Member needs/wants may suggest revision of Ends policies. In that sense, they impact decision-making.

What is the priority or relative importance of the above? By informal poll of Directors, Ends and Executive Limitations policies have priority in making decisions on expansion.

Does the Board wish to say more in policy to guide the GM’s reasonable interpretations on the topic of expansion? At this point the Board believes that existing Ends policies provide sufficient direction for the pursuit of an expansion proposal. The Board may wish to say more in Ends when Member survey data are available. Expansion of Executive Limitations policies will be necessary to articulate the Board’s risk tolerance. To be determined: will additions to existing policies be sufficient or would a specific expansion policy be appropriate?

Does the Board wish to commit to the next steps of Board involvement, addressing the major questions “Are we ready?” and “How do we want to expand?” at this time? The Board needs to review its Executive Limitations policies before addressing readiness. Arun, Howard and Andrea will meet to discuss Executive Limitations policies and to begin developing a timeline based on the Expansion Toolbox before the next meeting.

It was noted that Member survey data and possible subsequent Ends policy revisions will not be available in time to develop an actual expansion plan by the October deadline for Peter Allen’s January real estate class. The Board may offer a “model expansion scenario” instead.

The Board agreed that at this time there is no issue suitable for treatment in a weekend retreat format. The September board retreat is cancelled.

Calendar – Postponed until next meeting to allow more time for the expansion discussion.

GM Evaluation Committee Charter – Discussion was postponed until the next meeting due to time constraints.

Next Meeting – Tuesday, September 13, 2005, 6:15PM at Menlo Innovations (212 N. 4th Ave).

Adjournment – by acclamation at 8:20.

Respectfully submitted by John Austin, Board Secretary