HARVEST BOARD OF DIRECTORS MEETING MINUTES DECEMBER 5 MEMBER SESSION Attending: Meghan Strauchon; Lydia Peabody; Kashif ul-huda; Ellen Dickenson; Dwayne DeSaulniers; Gordon Williams; Marlene Archer; Eli Feghali, Marc Cutler, Operations Manager; Diane Simpson, Board Administrator; and Ali Huberlie, Board Fellow. Guests: Maggie Cohn; Wayne Clark; Bruce Paine; Anne Legassi. Go-Round and Introductions Everyone introduced themselves to one another. Vote Key Votes are recorded in this order: For, Against, Abstaining Minutes taken by Diane Simpson. The meeting commenced at 6:43 p.m. Member Comment It was suggested that the Board should reach out to other co-ops for their opinion on the code of conduct re: speaking with one voice. This will be up for discussion at the orientation in January. One of the members attending is interested in finding out who made the laws that prevented member work in the co-op. The Board Administrator wrote to Chris Durkin, asking if he could provide this information. There was a question about Board plans in terms of going forward after Mike s departure and a director responded that this item is on the agenda. Someone asked if any Harvest members were planning to go to the city council hearing on co-ops and one of the members replied that their group will have two panels speaking, one on worker co-ops and one on housing co-ops. They pointed out that anyone can speak during the public testimony by checking that they plan to speak on the sign-in sheet. One of the people on the worker co-op panel will be from the Dorchester Food Co-op. Marilyn Scholl is all set on the diversity project and she is moving ahead on it. She will share the information with Harvest Co-op when she finishes the project. Minutes and Incomplete Action Items The Board Administrator mentioned the action item for rejuvenating the PG committee after Board elections in the fall. The Board noted that and decided to carry it over to the January meeting. The Board then had a brief discussion on the minutes. There were no changes. Motion: Approve the October member minutes. Approved 5-0-0. Member Minutes 5 December 2016 1
Committee Reports FINANCE Ali Huberlie, the Board Fellow, is working on a project for the Board. She is working on how to share more financial data with the members. Then she will work on templates for sharing the data and make it operational. EXPANSION Dwayne and Marc talked to the lawyer about all the outstanding issues and then spoke to David Price. They are satisfied with the progress we have made to date. ACTION ITEM Diane to email a copy of the Board manual to Bruce Paine. ACTION ITEM Ali, when contacting other co-ops, to find out what documents they make public. ELECTION COMMITTEE The Board voted on the election results. The purpose of this is to ensure that there were no voting irregularities as far as the Board can determine. The results are recorded below, with the explanatory information provided by Kashif ul-huda, chair of the Election Committee. Dear Harvest members, Thank you for participation in the annual Harvest voting to elect directors to open board positions. This is the first year that we did online voting, we heard lots of good suggestions and we hope to further improve the process next year. Here are the official result from this year's voting: Candidate Yes No votes Net vote votes Marlene Archer 155 68 87 Wayne Clark 189 68 121 Dwayne Desaulniers 220 31 189 Elias Feghali 221 24 197 Gordon Williams 193 32 161 According to Section 3 C of our Bylaws, this was an UNCONTESTED ELECTION hence candidates who get more YES votes than NO votes are declared elected. "According to Article 4, section 3(a) candidates must be present at the Annual General Meeting in order to be an eligible candidate for election. Candidate Elias Feghali was absent without Member Minutes 5 December 2016 2
informing the Board and hence according to our bylaws he is disqualified and ineligible to be elected. However, we have reached out to him and hope to discuss the possibility of appointing him to the vacant seat at our upcoming board meeting on Dec 5th. This year, 5 out of nine positions were open, 3 of the positions are for three-year full terms and two positions are for 2-year terms. Elected candidates will be seated based on net votes. Candidate - Terms appointed Dwayne Desaulniers full 3-year term Gordon Williams full 3-year term Wayne Clark 3-year term Marlene Archer 2-year term Open position for a 2-year term to be filled by the Board according to Article 4, section 6 of the bylaws. Thank you for being a valuable member of Harvest Food Co-op. Kashif-ul-Huda, Chair, Election Committee on behalf of Harvest Co-Op Board of Directors Kashif had hopes that more people would have participated in the election due to the new electronic voting procedure and he believes that we need to do more publicity next year. There was a question about what percentage of members voted and why the web company said there were 500 ballots missing. Kashif responded that he had created 500 extra spaces for people to vote in case new members joined Harvest and that these spaces were never used. Motion: Accept the election results showing that 4 directors that were elected. The motion was moved and seconded. Approved 5-0-0. Vote to Seat New Directors At this point in the meeting the Board traditionally votes to seat the newly elected directors. This is conditioned upon their having attended an orientation session and having filled out the Board paperwork. The Board voted on each director. Motion: Seat Dwayne Desaulniers. The motion was moved and seconded. Approved 5-0-0 Motion: Seat Marlene Archer. The motion was moved and seconded. Approved 5-0-0 Member Minutes 5 December 2016 3
A motion was made to seat Wayne but it was not seconded. A motion was also made to seat Eli but it was not seconded. (Neither has yet completed the Board paperwork.) Question: How do we determine the terms? Answer: By the number of votes received. Vote to elect slate of officers Motion: Elect the following slate of officer: President: Megan Strauchon; Vice President: Lydia Peabody; Secretary: Dwayne Desaulniers Treasurer: Ellen Dickenson. The motion was moved and seconded. Approved 6-0-0. GM Search Committee Lydia reviewed the GM search committee worksheet (below). Lydia would like to hire an executive search firm so that they can reach a broader selection of candidates. CDS gave Lydia the names of 3 firms, all of whom have been interviewed. They have not chosen one yet. A smaller committee will review the candidates and when they think they have one who meets their criteria they will present them to the full board. No offers will be made until the full board reviews the candidates. Lydia recommends a maximum of 4 people on this committee. Title Committee name Purpose Why exist? Expectations & Accomplish Authority? General Manager (GM) Search Committee The GM Search Committee is responsible for developing and enacting a process leading to the hire of a new General Manager for Harvest Co-op Markets The GM Search Committee is expected to establish a thorough process for recruiting, evaluating, and selecting a General Manager for the Co-op. The GM Search Committee is expected, and has the authority, to: Lead the board determining the key skills, experience, and knowledge desired in our GM, including requesting and incorporating feedback from board, staff, and membership Evaluate and select a search firm to carry out the GM search Create a job description for the GM role, with support from Harvest management and/or a search firm Screen and interview qualified GM candidates Select 1-2 candidates to bring forward to the full board for consideration and final selection of a GM Provide regular (approximately bi-weekly, or as needed in busy periods) updates to the full board and Harvest management on the GM search process Member Minutes 5 December 2016 4
Limits to Authority? Term Standing? Recurring? Ad hoc? Composition & Chair Meeting Schedule Budget Dollars? Time? Limitations: The GM Search Committee may not carry out an action that creates a financial liability for the Co-op (e.g. hiring a search firm) without the approval of the full board The GM Search Committee may not make an offer to a GM candidate without the approval of the full board This is a temporary committee which will exist until a new GM is hired. Estimated duration is 4-6 months. The GM Search Committee should ideally consists of no more than 4 board members to ensure the ability to take actions efficiently. Chair - Lydia Peabody Members - Meghan Strauchon, Kashif-ul Huda Meetings will need to be flexibly scheduled depending on where we are in the selection process to accommodate regular updates and candidate interviews. See additional detail of meeting/time commitment estimates in Budget section. Committee budget is estimated at $0. During the preparatory phase, estimated time is 2 hours/week for a weekly update call and some follow-up work. As the search progresses, estimate is 1 hour/week for reviewing candidates. Time commitment will increase during candidate interviews. In response to the question Why does it say create a job description for the GM, didn t we have one? a director said that we did but we cannot find it at the moment. In response to the question Will Harvest save any money by not having Mike on salary? a director said that we would probably not because they are planning to bring in an interim GM. Maggie would like to be kept apprised of the search process. Motion: Approve the creation of the GM search committee. The motion was moved and seconded. Approved 6-0-0. Member Minutes 5 December 2016 5
Interim GM Search Lydia received strong words of advice from NCG that it would be a good idea to have an interim GM. Maggie has worked with the proposed Interim General Manager (IGM) in the past. Wynston is a career interim general manager. Leadership-collaboration-training is her focus. Ideally she would be here for at least 4 months. There is a clause that says we can extend the contract if we have not yet found a permanent general manager. She helped Fiddlehead get through a tough transition. The group interviewed 3 search firms, all of whom have placed GMs in co-ops. One is in Vermont, one is in Utah and one is in the Carolinas. They have three very different styles. They will probably hire a local firm that has employees in Vermont and Boston. The next step will be an in-person interview with both of them. Lydia asked for concerns or questions. Maggie would like to see financial projections for the next 6 months before the Board hires anyone just to get a sense of the immediate financial impact. Question: What would the consultant s thoughts be on how to engage members and staff in the GM selection process? Answer: He has excellent references on this. Kashif: He held a town-hall meeting for the staff to get their feedback. Question: At what point will there be opportunities for member input? Answer: He has had some experience handling this aspect of the process. Attendance at CBLD 101 and Cooperative Cafe Meghan described the CBLD offerings. CBLD 101 is in January. (January 7) Co-op cafe is on September 30. The Board needs to decide if they want to go to these events. ACTION ITEM Meghan to send out an email to all the directors asking them to check their calendars to see if they can attend either CBLD 101 or the Co-op Cafe. 2017 Board Schedule January 9 CCTV February 6 HOPE LODGE March 6 CCTV April 3 HOPE LODGE May 1 CCTV June 5 HOPE LODGE July 10 CCTV August 7 HOPE LODGE September 11 CCTV October 2 HOPE LODGE November 6 CCTV December 4 HOPE LODGE Member Minutes 5 December 2016 6
Board Draft Election Calendar The Board Administrator included a draft of a potential elections timetable. It was simply there to show new directors how the year s events might unfold, not to be approved at this time. The Election Committee is the group that creates the election timetable, and that committee typically forms in May or June. NCG Member Agreements Marc says the NCG (National Cooperative Grocer) gives a lot of support to Harvest and also increases the buying power of all co-ops across the country. He thinks it is a very worthwhile organization to be a part of. Their organization has already done a reset on the Cambridge store. Maggie said there are a lot of smaller co-ops that cannot join NCG because they don t meet the revenue levels required. Marc was asked if there was anything in these agreements that would raise concerns for him and he said no, and it s basically about all the programs they offer all across the country which he said are excellent. Dwayne pointed out that there is an opportunity to defer the fees. He would also like to know exactly what the costs are. Motion adjourn the member meeting. The motion was moved and seconded. Approved 6-0-0. The member meeting closed at 7:55 p.m. Motion: Briefly reopen the Member session. The motion was moved and seconded. The Member session briefly reopened at 8:07 p.m. Motion: Seat Gordon Williams. The motion was moved and seconded. Approved 6-0-0 Motion: Appoint Eli Feghali to the Board for a 2-year term. The motion was moved and seconded. Approved 7-0-0. Motion: Close public session. The motion was moved and seconded. Approved 8-0-0. The Member session closed at 8:09 p.m. ADDENDUM Three votes took place electronically after the October meeting and before the December meeting. Motion: Approve 2016 Annual Meeting minutes. The motion was moved and seconded. Approved 4-0-2. Motion: Accept Mike St. Clair's resignation, effective as of October 21, 2016, at 6 p.m. with details of termination agreement to be finalized at a later date. The motion was moved and seconded. Motion failed 3-3-0. Member Minutes 5 December 2016 7
Motion: Allow Meghan Strauchon, acting as Board President and representative of the Harvest Board and Coop, to enter Harvest Coop into a contractual agreement with Wynston Estis and CDS, acting as her agent, for services to be rendered as Interim General Manager. The motion was moved and seconded. Approved 6-0-0. ADDENDUM Three votes took place electronically after the October meeting and before the December meeting. Motion: Approve 2016 Annual Meeting minutes. The motion was moved and seconded. Approved 4-0-2. Motion: Accept Mike St. Clair's resignation, effective as of October 21, 2016, at 6 p.m. with details of termination agreement to be finalized at a later date. The motion was moved and seconded. Motion failed 3-3-0. Motion: Allow Meghan Strauchon, acting as Board President and representative of the Harvest Board and Coop, to enter Harvest Coop into a contractual agreement with Wynston Estis and CDS, acting as her agent, for services to be rendered as Interim General Manager. The motion was moved and seconded. Approved 6-0-0. Member Minutes 5 December 2016 8