PFC Board of Directors Meeting Minutes
for December 14, 2006
Location: Menlo Innovations, 410 N. 4th Ave., top floor.
Attendance
Board Members: Chris Good, President; Duane Thomas, Secretary; Joe
Easthope, Laura Abraham
Kevin Sharp, Interim PFC General Manager, Rusty Brach, Finance Manager
Julie Sevrid, facilitating
Guests: none
Call to order – 6:32 PM by Julie
Agenda Review: The following items were removed from the consent agenda:
M Global, G Global, G.1 and E-E.4 monitoring reports. M Global and G Global
monitoring reports were moved to the January consent agenda. G.1 Governing
Style was moved to the regular agenda. E-E.4 Monitoring report was moved
to the January regular agenda.
Announcements: Chris noted that Linda Stier has been traveling and
has not had a chance to conduct the audit of our policies. Laura announced
that Katie Wimsett, board Vice President, was the proud mother of a
new baby girl.
Consent Agenda: Minutes - 11/09/06 board meeting, Minutes - 11/09/06
Executive session, GM Search Comm. Charter, G.5.5 revision and
Yeo & Yeo
engagement letter. All Directors having reviewed and understood these
materials, Duane moved that these items be approved but that approval
of the Yeo & Yeo engagement letter be contingent upon revisions
to that document specifying that a) Yeo & Yeo are being hired by
the Board and will report to it, and b) Yeo & Yeo will perform
an independent review of board financial policies L.4 and L.6.
Joe supported. Motion carried 4-0.
G.7.1 policy revision and rules of order policy: The board reviewed
a revision to its policy G.7 Board Meeting which changed a reference
to Roberts Rules of Order to a reference to a new board policy G.10.
Rules of Order. The new G.10 policy was also reviewed and amended to
delete some duplicate text in G.10.9. Chris moved that the G.7 revision
and the new G.10 policy (as amended) be approved. Motion carried 4-0.
GM Search Update: The Search committee along with a professional consultant
are reviewing applications as they come in. The job continues to be
posted on various websites and on the PFC bulletin board. Additional
postings are being made in the Natural Foods Merchandiser and Cooperative
Grocer trade journals. The committee will meet next week to determne
further ad locations and to develop an applicant screening/interview
schedule.
Report from GM: Fourth Quarter sales are good. A problematic
mid-temp compressor is being replaced at an estimated cost
of $5300. PFC purchase terms with UNFI, our major supplier, will be extended
from 10 to 21 days. With very little risk, this will increase
our weekly
working capital by about $20,000 while only requiring a $5000
increase in our equity deposit specified by the UNFI agreement. Prices
on all
UNFI merchandise will be frozen for a few weeks beginning
January first to incorporate changes in the new master agreement with
them and the
National Cooperative Grocers Association (NCGA). To reduce
the probability of theft of PFC cash and property a policy is being considered
requiring
final candidates for level IV and V managerial positions
have criminal background checks. To save both time and money a professional
inventory
service will be used, instead of volunteers, to conduct year-end
inventory on January first.
G.1 Governing Style Monitoring Report: The board reviewed
the two sections of the report where policy non-compliance
was noted. After some exploration
of the facts and issues involved, it was agreed that this
discussion continue in January when more board members could
be present.
Agenda Cycle/Board Calendar: The board reviewed a document
draft listing all planned board activities for the period
December, 2006 - November,
2007. Some desirable additions and deletions were noted and
the process by which these would be effected was discussed.
Current and future
versions of these documents will be posted on the online
board document archive for central reference.
L.3 Financial Planning and Budgeting: The board had a preliminary
review of the assumptions and P & L and Cash Flow budgets
for FY 2007. The full L.3 monitoring report will be presented
at the
January, 2007
meeting.
Annual Meeting/Board Elections: Aspects of the 2007 board
election and annual meeting were discussed. Duane moved that
Annual meeting
take place on April 12, 2007. Chris supported. Motion carried
4-0.
Attendance – Duane moved that the absences of Katie
Wimsett (child birth), Chad Hershock (business trip) and
Arun Mathur
(cold) be excused.
Joe supported. Motion carried 4-0.
Next Meeting: Thursday January 11, 2007, 6:30PM at Menlo
Innovations, 410 4th Ave., top floor. Directors will gather
at PFC for dinner at
5:45.
Meeting Evaluation – Meeting material need to be distributed
on time in order for the board to function properly.
Adjournment – The Board adjourned the meeting by acclamation
at 8:21PFC BOARD OF DIRECTORS TASK LIST
November, 2006
Todo: Chris
Revise agenda cycle/board calendar to reflect additions and deletions
and post on board archive by
1/4/07 Check arrangements with Linda Stier re: policy audit, and performance
evaluation reference ASAP.
Laura
Contact previous board candidates to invite them to run again ASAP.
Get run for the board notices up in store ASAP.
Arun
Check on Audit engagement letter amendments ASAP.
All
Recruit members to run for the board ASAP.
Kevin & Chris
Generate a "no rebate this year" announcement for the
January Connection issue ASAP.
Respectfully submitted by Duane Thomas, Board Secretary
| 
