PFC Board of Directors Meeting
Minutes for December 14, 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
Julie Sverid, PFC Human Resources Director, facilitating meeting

Call to order – 6:33PM by Julie

Agenda Review – Discussion of between-meeting Board/GM communication and direction was added after the Consent Agenda; 2006 Budget & 3-year Strategy was reduced to five minutes for an overview presentation by Carol; discussion of 2006 Board officers was added after Revise L.8 Monitoring.

Consent Agenda – Minutes of the 11/15/05 meeting; Board self-monitoring reports G.7 Board Meetings (Howard), M Global Board-GM Linkage (Duane & Chad), and M.1 Unity of Control (Duane & Chad). All Directors having reviewed and understood these materials, Arun moved approval of the consent agenda, Duane supported, approved 7-0.

Between-meeting Board/GM Communication and Direction – Carol expressed a need for clarification of procedure for her requests for Board decisions that are necessary between meetings. Suggestions that emerged:
* In addition to comment, each director should provide a clear response to the decision question asked
* Whoever solicits a between-meeting decision should be responsible for keeping track of responses and asking the group for clarification if needed
* If the decision is formal, a confirming vote should take place at the next meeting
* The e-mail clarifying the decision could be placed on the Consent Agenda for this purpose
* A non-response in e-mail could be considered an abstention
* This would be an ideal use for an on-line Board workspace
John will summarize and circulate this discussion, possibly in the form of proposed policy language.

2006 Budget & Three-year Strategy – Carol introduced and explained the components of the budget. Consideration of the L.3 Financial Planning and Budgeting monitoring report and the budget will be addressed at the next meeting. Directors should circulate questions about the report and the budget (as well as the upcoming Ends monitoring report) well in advance of the meeting to allow adequate preparation for discussion. It was suggested, in light of the number of documents in the budget package, that a table of contents would be helpful.
Suggestions concerning the issue of meeting materials in general included: a list of all materials should accompany the final agenda; clear labeling of documents is essential (possibly including the meeting date and word “packet” in the document name). Andrea will develop a possible new agenda format addressing many of the concerns expressed.

Election Timeline & Related Issues – John moved approval of the 1/20/06 deadline for candidates, Duane supported, approved 7-0. Carol announced that the mailing to volunteers would go out early next week and that Candidate Information Packets were printed and available at the PFC office. Howard, Duane, and John will be available to conduct candidate interviews. Ballot counting, involving all Directors, will take place on April 1 or 2 with a second session on April 3. Howard will make sure the draft Annual Meeting Agenda is posted by March 14 for Member comment.

Bylaw change recommendation: #4.3 Quorum – The Board discussed recommending a bylaw change for Membership approval that would increase the quorum requirement for Annual Meetings. The current requirement (5% of the membership or 50 members, whichever is smaller) was set over 15 years ago when PFC had half as many members as it does today. Concern was expressed that this requirement is inherently undemocratic in that it could allow a tiny portion of the Membership to make major decisions affecting the mission, structure, and future of the entire organization. John was authorized to consult PFC’s attorney for legal opinion and suggestions.

Revise Policy L.8 Monitoring – After discussion, John moved that the monitoring method for this policy be changed to internal report by the General Manager, Andrea supported, approved 7-0.

2006 Board Officers – Discussion of potential Board officers for next year. Howard suggested a separate working session be held to allow time for extended discussion and will initiate an e-mail to the group suggesting possible dates.

Board Calendar – Discussion of the importance of the calendar as a tool for effective Board process. It was suggested that an improved format would make it more useful. It was also suggested that a review of upcoming items on the calendar could be a regular part of the Future Scanning or Task Review portion of each meeting. Arun and Andrea will develop a draft of a new format for consideration at the next meeting.

TASK REVIEW: BY:
Carol Secure Menlo for next meeting 1/10
Arun Draft of new Board calendar format 1/5
Proposed wording for Patronage Rebate bylaw and revisions to bylaw 11.3 1/5
G.2 Board self-monitoring 1/5
Chad G.2 Board self-monitoring 1/5
Shared Vision summary from 12/3 retreat 1/5
Katie G and G.1 monitoring 1/5
Andrea Draft of new Board calendar format 1/5
Proposed agenda format that includes start/end times and a materials list for each item 1/5
Howard Circulate e-mail for board-officers working session 12/19
Candidate interviews Dec-Jan
Assure posting of draft Annual Meeting agenda 3/14
Duane Candidate interviews Dec-Jan
John G and G.1 monitoring 1/5
Consult lawyer on possible bylaw 4.3 revision 1/5
Wording for possible policy on between-meeting Board/GM communication 1/5
Shared Vision summary from 12/3 retreat 1/5
Candidate interviews Dec-Jan
All Send questions on Budget and Ends monitoring before meeting 1/5
Ballot counting 4/1or 4/2 & 4/3

Next Meeting – Tuesday, January 10, 2006, 6:30PM at Menlo Innovations (212 N. 4th Ave).

Attendance – There were no attendance issues.

Meeting Evaluation – Positives: a lot can be accomplished while maintaining a relaxed atmosphere; Board self-monitoring reports were well done; Arun’s pairing of a senior member with a new member to do the reports. Changes for the future: enhanced formats for meeting agenda and Board calendar.

Adjournment – By acclamation at 8:15.

Respectfully submitted by John Austin, Board Secretary

Additions to list of Pending Agenda Issues (Parking Lot)
Patronage rebate bylaw language (Carol)
Budget language in bylaw 11.3 (Carol)