| PFC Board of Directors Meeting
Minutes for March 7, 2006 - Draft Version
Attendance
Board Members: Arun Mathur, President; Howard Shapiro, Vice President;
Duane Thomas, Treasurer; John Austin, Secretary; Chad Hershock; Katie
Wimsatt. Absent: Andrea Dunathan.
Alan Lapczynski of Yeo & Yeo, PFC’s accounting firm
Julie Sverid, PFC Human Resources Director, facilitating meeting
Kathryn Sanderson, PFC Member-Owner volunteer, recording minutes
Call to order – 6:30PM by Julie
Agenda Review –G.3 Monitoring Report, L.3, L.4, and G.3.4 policy
revisions were removed from the Consent Agenda.
January 31 Executive Session – GM
Evaluation was corrected to read January 31 Executive Session – Expansion
on the Consent Agenda. Consideration of applying for a one-day liquor
license for the April 4 PFC anniversary celebration was added to
the main agenda. Discussion of Food Conspiracy Co-op was removed from
the agenda.
Announcements – None.
Consent Agenda
· Minutes of the 1/31/06 executive session on expansion
· Minutes of the 2/14/06 board meeting
· Minutes of the 2/14 executive session on expansion
· Minutes of the 2/14 executive session on the GM evaluation
· GM monitoring report L.4.9 Current Ratio for fourth quarter
2005
· Development Committee Charter
· Development Committee Report
All Directors having reviewed and understood these materials,
Arun moved approval of the revised consent agenda, Duane supported,
approved 5-0-1 with Katie abstaining.
L.6 Monitoring Report – External Review - Alan Lapczynski presented reviewed
PFC financial statements for 2005. Yeo & Yeo, PFC’s accounting firm,
is not aware of any material inaccuracies in the statements and believes them
to be in conformity with generally accepted accounting principles. Yeo & Yeo
also observed and checked the 2005 year-end physical inventory and believe that
it was accurate. They also reviewed policy L.4 Financial Conditions & Activities
and believe that PFC is in compliance. They are preparing a management letter
to accompany the financial statements and will present it when complete.
Brainstorm ideas for New-director Orientation – Based on discussion questions
circulated by Chad, the Board considered the desired scope of the orientation
and the date. Suggested areas for focus included policy governance, recent
history of Board decisions, and current issues facing the Board. Orientation
will take
place between the April and May meetings. A brief discussion item may be included
at the April meeting after new directors are seated. The Development Committee
will prepare and present a draft agenda for the orientation at the next meeting.
Patronage Rebate – Reviewing research done by Duane, the Board considered
whether PFC’s patronage rebate structure is in full compliance with federal
tax law. Legal opinions obtained by Duane suggest that PFC may not be compliant
but is not immediately at risk of consequences. The Board will review bylaw
and policy in the next few months, and if necessary present a bylaw revision
proposal
to the Membership in the 2007 election. Directors agreed that this review should
be placed on the Board calendar.
Expansion Discussion – Katie led discussion of the current draft expansion
policy. Discussion will continue at future meetings.
One-day liquor license – Arun moved that the Board authorize the application
for a license for the April 4 anniversary celebration and annual meeting, John
supported, approved 6-0.
Executive session – At 8:05 John moved that the Board meet in executive
session to discuss the GM Evaluation, Arun supported, approved 6-0. Only directors
were present for this discussion.
TASK REVIEW: BY:
Carol Secure Menlo for next meeting 4/11
Arun G.3 monitoring 4/6
Place rebate bylaw revision on calendar (for September?)
4/6
Katie Expansion policy discussion 4/6
Andrea Expansion policy discussion 4/6
Duane M.3 monitoring 4/6
Howard Assure posting of draft Annual Meeting agenda
3/14
Devel. Comm Agenda draft for orientation session 4/6
All Respond to Chad’s orientation questions, focusing on suggested content
3/13
Continue e-mail response to Expansion policy draft & grid 4/3
Ballot counting FR 3/31 6PM
MO 4/3 6PM
Next Meeting – Tuesday, April 11, 2006, 6:30PM at Menlo Innovations (212
N. 4th Ave).
Attendance – John moved the approval of Andrea’s absence, Katie supported,
passed 6-0.
Meeting Evaluation – Positives: good facilitation by Julie kept us moving;
desired outcomes were clearer – we weren’t thrashing; Chad’s
questions for stimulating the Orientation discussion; more timely delivery
of meeting materials;
meeting felt less stressful. Changes for the future: fewer agenda items; no
more 10-minute (or shorter) agenda items.
Adjournment – the Board closed the executive session and adjourned the
meeting at 8:35.
Respectfully submitted by John Austin, Board Secretary | 
