PFC Board of Directors Meeting
Minutes for November, 9th 2006 -
Location: Menlo Innovations, 410 N. 4th Ave., top floor.
Board Members: Chris Good , President; Duane Thomas, Secretary; Chad
Hershock, Treasurer; Arun Mathur, Joe Easthope, Laura Abraham Kevin
Sharp, Interim PFC General Manager Julie Sevrid, facilitating
Guests: Cheri Rieman, PFC Member and staff member
Call to order - 6:34 PM by Julie
Agenda Review: The following items were removed from the consent agenda:
Minutes-9/24/06 Member Linkage committee, M Global and G. Global monitoring
reports were moved to the December consent agenda, questions about L.4.9
Financial Condition and Activities were addressed in the regular agenda.
Announcements: Chris noted that the board had another fruitful training
session on board process with Cooperative Development Services (CDS) consultant
Linda Stier. Duane noted two Cooperative Grocer Information Network (CGIN)
listserve postings on a co-op's expansion into web based sales and Wal-mart
and Safeway's increasingly effective competition with Whole Foods in the
natural/organic market.
Arun noted that arrangements had been completed for Yeo & Yeo
to perform the 2006 PFC Audit as the board instructed. The
formal letter
of engagement
will be submitted for board approval at its December meeting.
Consent Agenda: Minutes - 10/12/06, Minutes- 10/2/06 GM
Search Committee, Minutes-10/16/06 GM Search Committee, Final
GM job description. All Directors
having reviewed and understood these materials, Chris moved
approval of the consent agenda, Duane supported, approved
6-0.
L.4.9 Monitoring Report: A seeming inconsistency between
the monitoring report and the 3rd Quarter PFC Financial
Statements was discussed and
resolved with the GM. After the clarification Arun moved
that the L.4.9 monitoring report be accepted. Chris supported.
Motion carried 6-0.
GM Search Update: The PFC website has been updated to
include search committee updates, GM job posting, and
GM job description.
The job posting
and Search Committee update were included in the PFC
Holliday Newsletter and on the bulletin board in front
of the co-op.
Member email input is
being requested on the website, in the newsletter and
on the bulletin board at the front of the store. In
addition, member input is also being
gathered using a short questionnaire posted in the
front of the store. The GM job has been posted on several relevant
online venues. More online
and hard copy outlets are being pursued to reach a
wider
audience. A screening matrix to help evaluate candidates
has
been created to help evaluate candidate
resumes and interviews.The board reviewed the proposed GM
Search Committee Charter and proposed amendments to that document.
After discussion
of process
documentation,
the number of finalists to be interviewed by the
board and section headings, Duane moved that the proposed
charter be
approved in
accordance with the
proposed documentation and number of finalists amendments
and that the "Outputs" heading
be changed to "Deliverables". Arun supported.
Motion carried 6-0.
Report from GM: Overall things are going relatively
smoothly operationally though 3rd Quarter results
were lower than
expected. Margin was a tad
low, sales growth almost non-existent and labor
costs very high. Measures are being taken to address the
margin and labor
issues and we're confident
we are adjusting what we need to end the year OK.
Membership is growing strongly and the percent
of sales to members
is very good.
Patronage Rebates: After extensive discussion of
the pros and cons of authorizing a small 2006 patronage
rebate versus
guaranteeing a strong
year end financial performance, Duane moved that
no
patronage rebate be authorized for 2006. Laura
supported. Motion
carried 6 - 0.
Annual Meeting/Board Elections: The board reviewed
the nature of the tasks and desired outcomes
associated with
the PFC Annual Meeting and
board election process. Joe Easthope was appointed
to serve on the Nominations Committee along with
Chair Laura
Abraham.
Experienced previous board members
will be recruited for further help and ideas
in these activities. The Nominations Committee will research
and provide options/plans
for board
consideration at the December meeting.
Address policy noncompliance: The board considered
the several areas of non-compliance revealed
in four governance process
monitoring reports received last month. For
each problematic area the board
agreed upon solution
approaches including policy revision, improved
board communication mechanisms, further training,
improved
board/director
discipline.
Duane moved policy
G.5.5 be revised immediately to include a second
sentence "If a committee's
duration exceeds one year, a revised charter must be approved by the board." Chad
supported. Motion carried 6-0.
Attendance - Arun moved that Katie Wimsett's
absence be excused from this meeting for
medical reasons.
Chris supported.
Motion carried 6-0.
Next Meeting: Thursday December 14, 2006,
6:30PM at Menlo Innovations, 410 4th Ave., top
floor.
Directors will
gather at PFC for dinner at 5:45.
Meeting Evaluation - The meeting was productive
and efficiently conducted.
Adjournment - The Board adjourned the meeting
by acclamation at 8:30PFC BOARD OF DIRECTORS
TASK LIST
Directors Tasks Due Date, November, 2006
Respectfully submitted by Duane Thomas, Board Secretary
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