PFC Board of Directors Meeting
Minutes for February 14, 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: Chris Good, PFC Member-Owner and Board candidate

Call to order – 6:30PM by Julie

Agenda Review – GM monitoring report L.4.9 Current Ratio was removed from the Consent Agenda and postponed until the March meeting. Approval of the PFC 2006 operations budget was added to the agenda.

Announcements – The Board met in executive session on 1/31/06 to discuss a real estate issue; all Directors and Carol Collins, PFC General Manager were present and minutes were taken. Ballot counting will take place on Saturday, 4/1/06 and Monday evening, 4/3/06.

Consent Agenda
· Minutes of the 1/10/06 meeting
· GM monitoring reports L.1 Treatment of Members, L.4.1-8 Financial Conditions & Activities, and L.6 Asset Protection
· Board self-monitoring report M.2 Accountability of the GM (Howard & John)
· $10,000 federally insured deposit in the Federal Savings Bank division of the National Cooperative Bank or other institution to provide collateral for a short-term loan to Sacramento Natural Foods Co-op. The interest rate is expected to be 3.95% and release of the security interest on these funds is anticipated in six to nine months
· Election ballot layout
· Revisions to policies G.7 Board Meetings and L.8 Communication & Support to the Board regarding between-meeting decisions, meeting minutes, and executive sessions.
All Directors having reviewed and understood these materials, Arun moved approval of the revised consent agenda, Katie supported, approved 6-0-1 with Duane abstaining.

L.3 Monitoring Report – After extended discussion of possible Board responses to the report, Howard moved approval of the following statement, Katie supported, approved 5-1-1 with Duane voting against and John abstaining.
The Board is divided in its assessment of the submitted L.3 monitoring report’s degree of compliance with the policy as currently written. The Board recognizes that it communicates its expectations on monitoring through written policy, and it intends to rewrite policy L.3 to more specifically delineate the content and format of the annual budget and L.3 monitoring report. Until then the current L.3 policy shall govern all PFC financial planning and budgeting.
Rather than requesting a resubmission of the current monitoring report, the Board agrees to accept the current report in its present form in the interest of timeliness. The Board agrees that doing so does not place the PFC in financial jeopardy because there is sufficient evidence within the L.3 report to demonstrate that the General Manager has performed reasonably sound financial planning for fiscal year 2006, even if the format and/or content of the report makes it difficult to determine compliance with the L.3 policy.

Expansion Discussion – Extended discussion of the shared vision statements recorded at the 12/3/05 Board retreat and of the expansion policy ideas presented in grid format by Katie and Andrea listing possible Board concerns, ways to address them, and suggested policy controls. Katie and Andrea will re-circulate the grid with specific instructions for Director response, summarize the responses, and present a rough draft of an expansion policy at the March meeting.

Executive session – The Board met in executive session to discuss expansion proposals and the 2005 GM evaluation. Carol was present for the expansion discussion and left before the GM evaluation segment.
2006 PFC operations budget – Andrea moved approval of the budget presented by Carol at the 12/14/05 meeting, Duane supported, passed 7-0.

TASK REVIEW: BY:
Carol Secure Menlo for next meeting 3/7
Arun GM Eval Comm circulate evaluation tool 2/23
Draft GM eval & compensation proposal for 3/7 approval 3/2
Katie GM Eval Comm circulate evaluation tool 2/23
Circulate expansion policy grid w/feedback instructions 2/23
Circulate draft expansion policy 3/2
Draft GM eval & compensation proposal for 3/7 approval 3/2
Andrea Circulate expansion policy grid w/feedback instructions 2/23
Circulate draft expansion policy 3/2
Howard Circulate draft of Annual Meeting Agenda 3/2
Assure posting of draft Annual Meeting agenda 3/14
John GM Eval Comm circulate evaluation tool 2/23
Draft GM eval & compensation proposal for 3/7 approval 3/2
All Complete GM evaluation tool circulated by GM Eval Comm by 2/28 meeting
Respond to expansion policy grid as instructed 2/27
GM evaluation executive session at Howard’s – 6:45p 2/28
Determine time of day for 4/1 ballot counting 3/7
Ballot counting 4/1 & 4/3

Next Meeting – Tuesday, March 7, 2006, 6:30PM at Menlo Innovations (212 N. 4th Ave).

Attendance – There were no attendance issues.

Meeting Evaluation – In informal discussion, all agreed that it had been a productive meeting with a lot accomplished.

Adjournment – the Board closed the executive session and adjourned the meeting at 8:35.

Respectfully submitted by John Austin, Board Secretary