PFC Board of Directors Meeting
Minutes for January 10, 2006 - 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
Kathryn Sanderson, PFC Member-Owner volunteer, recording minutes
Guest: George Esler, PFC Member-Owner volunteer

Call to order – 6:30PM by Julie

Agenda Review – Bylaw revision: 4.3 Quorum and GM monitoring report L.8 were removed from the Consent Agenda and placed on the regular agenda. 2006 Budget & 3-year Strategy was re-titled L.3 Monitoring Report and supporting data. Calendar Content was removed from the agenda - assuring its completeness will be addressed in e-mail discussion.

Announcements – Complying with policy L.4.5, Carol informed the Board that she is committing $6000 to engage a marketing firm to conduct a survey and perform other market analyses. Duane has established a free Board workspace on the CTools portion of the University of Michigan web site and will inform Directors of log-on procedures via e-email. Duane expressed concern about the current patronage rebate procedure, based on a paper written by an attorney associated with the Cooperative Grocers Information Network (CGIN); members of the Audit Committee will investigate, obtain legal or other advice as necessary, and report to the Board. It was noted that PFC attorneys reviewed the current bylaw language when the rebate was established, and that the 2004 financial audit found the current procedure compliant with federal tax law.

Consent Agenda – Minutes of the 12/14/05 meeting; Board self-monitoring reports G Global Governance Commitment (Katie & John), G.1 Governing Style (Katie & John), and G.2 Board Job Description (Chad & Arun). All Directors having reviewed and understood these materials, Arun moved approval of the revised consent agenda, Howard supported, approved 7-0.

Bylaw revision: 4.3 Quorum – After review of options developed after consultation with PFC’s attorney, Duane moved that the Board present the revised quorum requirement for Membership Meetings, “…10% of the membership or 500 members, whichever is smaller,” for Member vote. Arun supported, approved 7-0.

L.8 GM Monitoring Report (Communication & Support to the Board) – After discussion regarding style and data presentation, John moved acceptance of the report, Duane supported, approved 7-0.

L.3 GM Monitoring Report (Financial Planning & Budgeting) and supporting data – After extended discussion of the data, formatting, and argument presented, Andrea moved that consideration of the report continue at the February meeting, Arun supported, passed 7-0. Next steps: Andrea will offer a basic framework for consideration of financial information; Howard will suggest procedure for deciding when e-mail discussion of an issue is appropriate and when meeting discussion is necessary; Duane will circulate an executive summary of concerns with the report, in bullet-point format.

Ends Monitoring Report – It was suggested that more specificity in the numbers presented as supporting data would be helpful to Directors. It was also noted that when reviewing its Ends policies the Board should consider if they wish to clarify some of the broader statements. After further discussion, Duane moved acceptance of the report, Arun supported, approved 7-0.

Calendar Content – Removed from agenda for e-mail discussion.

Expansion - Draft Expansion Policy – Concrete suggestions for refining the draft were entertained. Discussion will continue in e-mail, with the understanding that consensus would be needed in those discussions to allow placement of a final draft on the Consent Agenda in February.

Expansion timeline and updates – General Board review of a possible 22-month timeline for an expansion.

Survey: update/options – Directors considered the possibility of including a few board-driven questions in the marketing survey being developed by Operations. Directors will e-mail suggestions to Duane and Arun.

TASK REVIEW: BY:
Carol Secure Menlo for next meeting 2/14
Arun Newsletter “vote” article 1/31
Chad Shared Vision summary from 12/3 retreat 2/9
Katie Expansion policy draft in policy language format 2/9
Circulate possible alternate dates for 3/14 meeting 2/4
Andrea Circulate her other L.8 comments (as we were short on time at the meeting) as possible
Expansion policy draft in policy language format 2/9
Clarify financial aspects of L.3 discussion 2/9
Audit Comm. investigate patronage rebate legality concerns 2/9
Howard M.2 Board self-monitoring report 2/9
Proposed procedure for clarifying decisions in e-mail discussions v. meeting discussions 2/9
Circulate possible alternate dates for 3/14 meeting 2/4
Candidate interviews Dec-Jan
Assure posting of draft Annual Meeting agenda 3/14
Duane E-mail CTOOLS log-on instructions as possible
Executive summary (bullet points) of L.3 concerns 2/9
Audit Comm. investigate patronage rebate legality concerns 2/9
Candidate interviews Dec-Jan
John Wording for possible policy on between-meeting Board/GM communication 2/9
Shared Vision summary from 12/3 retreat 2/9
Candidate interviews Dec-Jan
All Complete CBLD survey, drop at office for Arun 1/17
For survey: what we want to know from Members - E-mail Arun & Duane
E-mail discussion of Expansion policy (consensus needed) 2/9
Calendar content: insure nothing is missing - e-mail Andrea 2/9
Ballot counting 4/1or 4/2 & 4/3

Next Meeting – Tuesday, February 14, 2006, 6:30PM at Menlo Innovations (212 N. 4th Ave).

Attendance – There were no attendance issues.

Meeting Evaluation – Positives: good facilitation helped move discussion along; Chad’s suggestion that an opening statement or opinion be given on an issue under consideration, followed by individual Director comment in turns. Changes for the future: fewer agenda items to allow more time for substantive discussion; clearer titles and desired outcomes for agenda items; keep discussion to allotted times.

Adjournment – By acclamation at 8:40.

Respectfully submitted by John Austin, Board Secretary