| PFC Board of Directors Meeting
Minutes for November 15, 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 – Former PFC Board member
Jim Egge, PFC Member-Owner volunteer, facilitating meeting
Kathryn Sanderson, PFC Member-Owner volunteer, recording minutes
Call to order – 6:30PM by Arun
Agenda Review – G.7 Board Meetings monitoring report and October
Minutes for web site were removed from the Consent Agenda. Discussion
of the Annual Meeting was added to the agenda after Patronage Rebate.
Future Scanning – Howard reminded the Board that PFC elections
are approaching, the deadline for candidates will be set for sometime
in January, and now is the time for personal outreach to potential
candidates by all Directors.
Consent Agenda – Minutes of the 10/11/05 meeting and GM monitoring
report L.4.9 Current Ratio (including PFC third-quarter 2005 financial
reports). All Directors having reviewed and understood these materials,
John moved approval of the revised consent agenda, Arun supported,
approved 7-0.
Bylaw changes – The Board reviewed possible bylaw revisions for
consideration of presentation to the Membership in the election. It
was noted that the group should have proposals before it with pros
and cons included for effective discussion. A committee consisting
of Linda Diane, Arun, and Katie was assigned to prepare proposals and
argument for Board consideration at the December meeting.
Patronage Rebate - After discussion, John moved that the Board
direct Carol to issue the largest rebate possible for 2005
that will allow
PFC to achieve 2.75% earnings before interest, taxes, depreciation,
amortization, and rebates; Howard supported, approved 6-0
with Andrea abstaining. Duane moved that, in accordance with Board
policy and
Michigan law, 20% of the rebate be returned to Members in
2006
(as store credit)
with 80% retained in Member equity; John supported, approved
7-0.
PFC Annual Meeting – Arun moved that the meeting be held April
4, 2006 as part of PFC’s 35th anniversary celebration at the Michigan
Theater which will include food and refreshments and a presentation
by Francis Moore Lappe and her daughter Anna Blythe Lappe. Howard supported,
approved 7-0.
Expansion Workshop Agenda/Outcomes – The Board discussed the program
and desired outcomes for its working session on possible directions
for PFC growth, to be held December 2 and 3.
M.4 Monitoring Calendar/Board Calendar – (The Board Calendar portion
of this discussion was postponed due to time constraints). Andrea moved
approval of the revised draft adding a monitoring period for each Ends
and Executive Limitation policy, and setting Ends monitoring for December
with the monitoring period to be the current fiscal year; Arun supported,
approved 7-0.
Next Meeting – Wednesday, December 14, 2005, 6:30PM at Menlo Innovations
(212 N. 4th Ave). Note revised date for December. Directors will gather
downstairs for dinner at 5:45.
Attendance – There were no attendance issues.
Meeting Evaluation – Positives: Jim’s facilitation; stuck
to the agenda; the group worked together well to re-state and focus
during discussions. Changes for the future: distribute meeting materials
earlier.
Executive Session – At 8:30 John moved that the Board convene
in executive session to discuss real estate matters, Andrea supported,
approved 7-0.
Adjournment – The Board closed the executive session and adjourned
the meeting by acclamation at 8:55.
TASK REVIEW: BY:
Carol Secure Menlo for next meeting 12/14
Arun Monitoring assignments e-mail 11/18
Bylaw revisions proposal 12/9
Katie Bylaw revisions proposal 12/9
Andrea Circulate draft agenda for the 12/2-3
workshop 11/22
Newsletter article 12/14
Howard G.7 monitoring 12/9
Respectfully
submitted by John Austin, Board Secretary
Additions to list of Pending Agenda Issues (Parking Lot)
Consider monitoring L.8 by internal report (Carol)
| 
