PFC Board of Directors Meeting
Minutes for May, 9th 2006 -

Attendance
Board Members: Andrea Dunathan, President; Katie Wimsatt, Vice President; Duane Thomas, Secretary; Chad Hershock, Treasurer; Arun Mathur; Chris Good; Laura Abraham.
Carol Collins, PFC General Manager
Dave Sebolt, guest
Jim Egge, facilitating meeting

Call to order – 6:33PM by Jim

Agenda Review – Minutes of the 4/11/09 board meeting and the L.4.9 monitoring report were removed from the consent agenda to be processed individually.

Announcements – Carol announce that conversion to new accounting software has begun; we may want to revise our report formats and content to take advantage of the new capabilities. Andrea announced that new directors should feel free to ask continuing directors individually for information and advice on any aspect of board work. Chad provided note cards to write out motions and record task assignments generated in the meeting.

Minutes of April 11, 2006 Board Meeting – were amended to strike "for review and approval" from the last sentence of the Announcements section. Andrea moved approval of the amended minutes, Arun supported, approved 7-0

L.4.9 Monitoring Report – was amended to delete "The current ratio in 4Q05 was 6.6." from the last line of the report. Arun moved approval of the report as amended. Duane supported, approved 7-0.

Committee Assignments – Directors were asked to volunteer for committee, monitoring report and Board Note assignments coming due over the next year. Specific tasks for the various committees were discussed. Andrea moved that the Nominating Committee rewrite its charter as the Member Linkage Committee and bring the revised charter to the June meeting for board approval. Duane supported, approved 7-0.

Development – Results of a poll of director's priorities for future board training and development were presented. Training on the monitoring process and on membership capital and member loan financing mechanisms were the top two priorities. Learning goals were then developed by the board and the development committee was tasked to prepare options for the board by which these goals might be achieved.

Proposed Policy Revisions – The board considered drafts of revisions to its planning/budgeting and actual financial conditions policies. After discussing the purposes of these policies and receiving operational inputs from the GM, a second draft was requested.

Development Committee Report: Chad reported that there was no date between now and September 19th when all board members and the GM would be available for training with outside consultants. The board requested that the desired sessions be set up in July and September even if it means that one director not be present.

A proposed revision of policy G.3.4 Director Confidentiality was considered. After board discussion of the nature and legal and other circumstances surrounding information requiring board confidentiality Arun moved that "All topics discussed in executive session will remain confidential until they become a matter of public record. Other discussion of sensitive information / issues should also remain confidential at least until the next board meeting." Laura supported, approved 7-0.

Next Meetings –

1. Wednesday, May 24, 2006. Growth strategies and site selection - Pete Davis. 6:30pm - 8:30pm. Location TBA.
2. Tuesday, June 13, 2006, 6:30PM at Menlo Innovations (212 N. 4th Ave). Directors will gather downstairs for dinner at 5:45. Starting in July, meetings will be held at 6:30pm on the second Thursday of the month.
3. Cooperative Board Leadership Development (CBLD) new director training, June 24, 2006. Email Arun (arun@umich.edu) for details and signup.

Attendance – There were no attendance issues..

Meeting Evaluation – Positives: The agenda design allowed better board deliberation. Changes for the future: distribute meeting materials earlier, meetings would be better if we were more disciplined and timely in our planning and preparation.

Adjournment – The Board adjourned the meeting by acclamation at 8:33.