| PFC Board of Directors Meeting
Minutes for October 11, 2005 - Draft Version
Attendance
Board Members: Arun Mathur, President; Howard Shapiro, Vice President;
Duane Thomas, Treasurer; John Austin, Secretary; Chad Hershock; Katie
Wimsatt; Carol Collins, PFC General Manager. Absent: Andrea Dunathan.
Linda Diane Feldt – Former PFC Board member
Julie Sverid, PFC Human Resources Manager - facilitating meeting
Kathryn Sanderson, PFC Member-Owner volunteer, recording minutes
Call to order – 6:30PM by Julie
Agenda Review – G.7 Board Meetings monitoring report removed from
Consent Agenda and postponed until November meeting. M.4 Monitoring
GM Performance report added to Consent Agenda.
Announcements – John suggested that the Board discuss 2006 officers
in December and consider a possible bylaw revision to allow for
December officer election each year. The goal would be better
training, enhanced
continuity, and smoother year-to-year transitions. He will circulate
a proposal for Directors to review and comment.
Member Comment – Linda Diane expressed interest in needed PFC
bylaw revisions, board development, leadership, recruiting, and
term limits
and will present a proposal at the November meeting.
Consent Agenda – Minutes and web minutes of the 9/13/05 meeting;
Board self-monitoring reports G.8 Cost of Governance (Howard)
and M.4 Monitoring GM Performance (Andrea). All Directors having
reviewed
and
understood these materials, Arun moved approval of the revised
consent agenda, Duane supported, approved 6-0.
Accounting Firm – The Audit Committee solicited bids from five independent
CPA firms for PFC’s 2005 financial review or audit and received responses
from Yeo & Yeo and Doeren Mayhew. The non-respondents cited
staff shortages and workload conflicts in the January-April
period for
declining to bid.
The bid from Yeo & Yeo was $5800-$8500 depending on Board
election of a financial review or full financial audit, and
selection of other services.
Doeren Mayhew’s bid was $26,00-$32,000, again depending
on range of services selected.
It was observed that Yeo & Yeo has been PFC’s accounting firm for four
years, is familiar with PFC procedures, and received satisfactory evaluations
of its performance last year. After further discussion, Duane moved that the
Board retain Yeo & Yeo to perform a financial review for the 2005
fiscal year. The motion was amended to include their observation and
testing of
the year-end inventory count, at a cost of $450, to enable a full financial
audit
in 2006 if desired, and the stipulation that their reports must include
a Board financial policy compliance review as specified in the initial
bid
request.
The total estimated cost, barring unforeseen occurrences or complications,
will not
exceed $6250. Howard supported the amended motion and it was approved
6-0.
Board Budget, including CCMA and Other Board Enrichment
The Board reviewed the draft budget narrative prepared by Duane,
including estimates and options for Training, Education, & Planning
prepared by the Development Committee. Board participation in the
Consumer Cooperative
Management
Association
conference was supported by several directors, but the Board decided
not to include it in the 2006 budget. Reconsideration of CCMA participation
may
be
taken up
at a later meeting. After further discussion and debate, Howard moved
approval
of the following 2006 budget, John supported, approved 4-2 with Arun
and Katie voting against.
Third-party financial review/audit $6250
Audit Committee expenses $200
Legal expenses $200
Training, Education, and Planning $9519
Governance books and materials $150
Board of Directors Retreat $3865
Cooperative Board Leadership Development program $5325
Online Board Workspace $179
Elections and meetings of the Membership $2000
Speaker $1000
Space $250
Food/drink $750
Member linkage, including surveys and analysis $2000
Board Indemnification (Director & Officers Insurance) $3000
Miscellaneous Board expenses $336
Total: $23,5052006
Annual Meeting plans – Arun moved that the
Board work with Staff to make the meeting part of the larger PFC
35th anniversary
celebration,
John supported, approved 6-0.
GM Evaluation Committee Charter – Duane moved that the Board
adopt a two-part procedure, based on e-mail suggestions from Andrea:
the
Board as
a whole would
formally evaluate GM performance based on compliance with Ends and
Executive Limitations policies, and the Committee would summarize
feedback from
Board members on GM achievement, continued improvement, and future
goals in support
of Ends
accomplishment and present this to the GM in private discussion.
Discussion continued and the motion did not receive a supporting
second.
It was suggested that the Board develop a GM compensation policy
in which compensation would be tied to achievement of explicit,
agreed-upon goals, possibly with set
points of reward linked to degree of achievement.
Howard moved the adoption of the current draft of the Committee
charter, Arun supported, approved 6-0.
Howard moved that an ad hoc committee be formed to draft a compensation
policy, Duane supported, approved 6-0. Committee composition
will be discussed in e-mail.
Compliance definition – Discussion of compliance as meaning
achievement of policy v. achievement of set benchmarks of progress
towards policy
achievement. It was agreed that in Ends monitoring reports
Carol could outline achievable
benchmarks as part of her interpretation of a policy, and that
if the Board accepted these as reasonable interpretation they would
become
part of the
monitoring format
for that policy. Also, the Board could specify benchmarks in
a policy or in its monitoring statement. In either case, benchmarks
should
be reflected
in
policy
M.4 Monitoring GM Performance to insure that expectations are
clear.
Monitor and reset calendar in M.4 – The board self-monitoring
report was moved to the Consent Agenda. Discussion of the M.4 monitoring
calendar
proposal
was postponed.
Next Meeting – Tuesday, November 15, 2005, 6:30PM at Menlo Innovations
(212 N. 4th Ave). Note revised date for November. Directors will
gather downstairs for dinner at 5:45.
Attendance – Arun moved the approval of Andrea’s absence,
John supported, approved 6-0.
Meeting Evaluation – Positives: lots of work done. Changes for the future:
try harder to stay focussed later in the meeting when everyone’s
tired.
Adjournment – by acclamation at 8:30.
TASK REVIEW: BY:
Carol Secure Menlo for next meeting 11/15
Circulate bylaw draft describing patronage rebate process
as possible
Arun Participate in CBLD conference call as scheduled
Duane Write final budget narrative asap
John Consideration-of-officers proposal asap
All Make up of ad hoc GM compensation committee
asap
Respectfully submitted by John Austin, Board
Secretary
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