PFC Board of Directors Meeting
Minutes for September, 14th 2006 -

Location: Menlo Innovations, 212 N. Fourth Avenue (next door to Cafe Verde)

Board Members: Chris Good , President; Katie Wimsett, Vice President; Duane Thomas, Secretary; Chad Hershock, Treasurer; Arun Mathur, Joe Easthope. Kevin Sharp, Interim PFC General Manager and Julie Sevrid, facilitating

Guests: Cherri Rieman, member and staff member

Call to order - 6:32 PM by Chris

Agenda Review: The consent agenda was modified to delete the G.5 Board Committee Principles and G.9 Board-Membership Communication monitoring reports. A GM monthly update was added.

Announcements: Chad requested that directors review and reply soon to the Board Training proposal scheduled for 9/28/06. He also noted that we have remaining consulting time on our CBLD contract and should consider how to make good use of it, and that the board needs to soon address how to supervise the PFC Financial Manager who will be reporting directly to the board until a permanent GM is hired. Finally, Chad extended a warm welcome to Kevin Sharp in his first meeting as Interim GM.

Consent Agenda: Minutes of August 10, 2006 and Minutes of August 10, 2006 Executive Session All Directors having reviewed and understood these materials, Chris moved approval of the consent agenda, Arun supported, approved 5-0.
GM Update: Kevin provided the board an update on operations since assuming the Interim GM position last week: So far, so good. Sales are up for the fall. Member appreciation day (MAD) is this Saturday - a good turnout is expected. A new customer service desk is due to arrive 10/17. The new POS system is being debugged as is the new meat case installation. The search is on for ways to cover wage increases along with health cost increases in next year's budget. Interviewing for Operations Manager and the usual fall rush of new staff is in progress. Kevin also has decided to remove himself from the candidate pool for the permanent GM position. Appoint New Director: Chris moved that the board appoint Joe Easthope to fill out the remainder of the term of office vacated by Andrea Dunathon. Duane supported. Motion carried 5 - 0.

Member Linkage Committee Charter: The board considered a proposal to create a Member Linkage Committee to assist it with the job of forming a better linkage with the membership. Chris moved the Member Linkage Charter be approved as proposed. Katie supported. Motion carried 6 - 0.

Nominations Committee Charter Revision: The board reviewed a proposal to revise the current Nominations Committee charter chair assignment to account for director workloads and potential conflicts should the chair be up for reelection that year. Joe suggested that Nominations Committee Charter be amended to include a responsibility to "Communicate election results to all candidates in a formal, standardized way". Duane moved that the proposed Nominations Committee Charter revisions be approved as amended. Chris supported. Motion carried 6-0. After some discussion of skill sets and workloads Arun moved that Laura be appointed Chair of the Nominations Committee. Chris supported. Motion carried 6 -0.

Plan Board meeting with PFC staff: A draft agenda for a joint board/staff meeting was reviewed for content and format by the board. Clarification of one meeting objective was discussed and two suggestions made for format changes were agreed to. Potential meeting dates were reviewed and meeting logistics discussed. Chris and Kevin will try to get it pulled together ASAP.

Board Annual Agenda Cycle and Board Calendar: A report of a board work priority setting exercise completed by a subset of the board was reviewed and discussed. It was agreed that the information provided was useful and should be revised to incorporate data from those directors not represented in the current report. The priority worksheets will be sent out to those whose data is required. They should return their completed sheets to Duane for compilation and distribution of the revised report. The revised report will be used to guide creation of the board's annual calendar and budget. Audit, Development, Member Linkage and Nominations committees will develop budget proposals consistent with these priorities absent further board inputs.

Next steps for GM search: The board considered its next steps in the process of finding a permanent GM. The proposal from Carolee Colter (20 hrs, $1500) to assist a PFC Search Committee was reviewed in light of additional information on the nature of the GM search process. Duane moved the Colter proposal be accepted. Arun supported. Motion carried 6 -0.

The board reviewed inputs from four directors on the desired qualifications and duties of a permanent GM. Chris moved to give the Board's compiled documents to the Search Committee to condense into a more workable document, bring back for Board approval, then take to Carolee [for polishing into a finished product]. Joe supported. Motion carried 6 - 0.
The question of Search Committee composition, how many and whether to have PFC members (other than board members) and PFC staff members should be on the committee and why was extensively discussed. The board agreed that Search Committee activities should be transparent and current to the PFC Membership and Staff. Mechanisms to rapidly disseminate and receive information to and from these stakeholders should be implemented immediately and updated frequently. The board also agreed that staff members should be on the Search Committee to provide directors with the technical and operational assessments required of GM candidates. PFC staff members on the Search Committee will include: Kevin Sharp, Interim GM; one member of the Management Forum, and one member of the staff at large. Three Directors will also serve on the Search Committee. They include Chris Good, Arun Mathur and Laura Abraham or Chad Hershock depending upon workloads.

Search Committee members will draft a charter for board review and approval at its October meeting.

Next Meetings: Thursday September 28, 2006, 6:30PM Board Process Training at a location TBA
Meeting with PFC staff in the main office area at a date to be determined. Thursday October 12, 2006, 6:30PM at Menlo Innovations, 410 4th Ave., top floor. Directors will gather at PFC for dinner at 5:45.

Attendance - Laura Abraham was excused from this meeting due to a business trip.
Meeting Evaluation - Not conducted

Adjournment - The Board adjourned the meeting by acclamation at 8:35