THE FOOD CO-OP BOARD OF DIRECTORS RECORD OF DECISIONS 2010 MONTH JANUARY January 5, 2010 2010 CONSENSUS DECISION TABLE Decision 2010-01-01: Agreed to approve the agenda moving item (e.) Policy B2.2.5 Living Wage Discussion up so it becomes item (c.) Decision 2010-01-02: Agreed to empower Steve and Janet to meet with Briar to present a compensation offer. Decision 2010-01-03: Agreed to approve the consent agenda. Decision 2010-01-04: Agreed to remove policy B2.2.5 from the policy register. FEBRUARY February 2, 2010 Decision 2010-01-05: Agreed to accept the format for getting consensus among the candidates. Reference January 5, 2010 Minutes, Attachment A. Decision 2010-02-01: Agreed to approve the agenda Decision 2010-02-02: Agreed to approve the consent agenda. Decision 2010-02-03: Agreed to grant the budget request of $7500 to the Organic Seed Alliance for the proposed seed trials project. Decision 2010-02-04: Agreed to approve the General Manager Evaluation with the following changes: Change each Summary Statement to During the last 12 months, has there been improvement in those areas that have been identified in a professional development plan?, change title of Part II. to Professional Development Plan, change first sentence of Part II to Please rate each of the following professional development goals, and the sub-committee is to draft language explaining the process and relationship to the current evaluation process. Reference February 2010 Agenda Packet for evaluation form. Decision 2010-02-05: Agreed to approve the Supervisor Feedback Evaluation Form. Decision 2010-02-06: Agreed to assign the work of drafting a preliminary D policy revision to a committee of the board. MARCH March 2, 2010 Decision 2010-02-07: Agreed to direct the board to write letters to UNFI, NCGA, Dean Foods expressing our displeasure with the dropping of the organic items, including what actions have taken place in the store. Decision 2010-03-01: Agreed to approve the agenda Decision 2010-03-02: Agreed to accept the B4 report Decision 2010-03-03: Agreed to approve the consent agenda. Decision 2010-03-04: Agreed to direct the president to sign the LandWorks Memorandum of Understanding on behalf of The Food Co-op. Reference March 2, 2010 Agenda Packet.
MARCH (cont.) APRIL April 6, 2010 Decision 2010-03-05: Agreed to accept the ENDS Policy Table of Contents. Reference March 2, 2010 Agenda Packet. Decision 2010-04-01: Agreed to approve the agenda Decision 2010-04-02: Agreed to grant an extended medical leave of absence with benefits for up to 120 days for the General Manager s own serious medical condition after exhausting the FMLA leave. Decision 2010-04-03: Agreed to accept the CPA s report for 2009 with her recommendation to change the accounting of Certificates of Deposit to appear as investments instead of cash. Decision 2010-04-04: Agreed to approve the consent agenda. MAY May 4, 2010 Decision 2010-04-05: Agreed to postpone and assign the D1-D6 policy revision topic to the May agenda. Decision 2010-05-01: Agreed to approve the agenda with the assumption that there will be an executive session to follow the regular meeting to discuss the general manager situation and process and with the following agenda amendments: a. D1-D6 Policy Revisions b. Process for Potential Improvements/Expansion to the Store c. Correspondence d. Board Orientation Retreat e. Board Treasurer Nomination f. Proposal to Disband Policy Governance Committee Decision 2010-05-02: Agreed to reconsider the previous motion (re: allowing Operations to comment on the D1-D6 policy revisions) and re-vote. Decision 2010-05-03: Agreed to refer D1-D6 policy revisions to Operations for comment which will then be incorporated into a revised draft prior to going back to board. Operations will bring comments to the sub-committee by June 1 st. Decision 2010-05-04: Agreed to approve the consent agenda. Decision 2010-05-05: Agreed to host a board orientation retreat on May 22 with a facilitator, allowing the Board Development Committee to shape the agenda after the election to reflect the characteristics of the board and allowing the committee to make a decision on including the management team. Decision 2010-05-06: Agreed to move the Board Treasurer Nomination to the June meeting discussion until the new board is seated. JUNE June 1, 2010 Decision 2010-06-01: Agreed to approve the agenda. Decision 2010-06-02: Agreed to empower the Board to act, as a committee of the whole, to preliminarily investigate a search process for a new GM in the event that the current GM is unable to return to her position by identifying appropriate processes, sequences, and timing. Decision 2010-06-03: Agreed to accept the B4 monitoring report.
JUNE (cont.) Decision 2010-06-04: Agreed to approve the consent agenda. Decision 2010-06-05: Sam Gibboney is Board President. Decision 2010-06-06: Janet Welch is Board Vice President. Decision 2010-06-07: Dan Goldstein is Board Secretary. Decision 2010-06-08: Agreed to postpone the election of the treasurer and appoint a sub committee to present options to the board for an appropriate person to fill the treasurer role. JULY July 6, 2010 Decision 2010-06-09: Agreed to direct staff to proceed with the improvements as drafted with a cap of $300,000 and a preliminary estimate of $220,000; and report back to the board for design development cost estimates of the project. Decision 2010-07-01: Agreed to approve the agenda adding the General Manager Selection Process and Criteria Qualifications. Decision 2010-07-02: Agreed to add the correspondence from Brenda McMillan, Silas Hoadley and Forest Shomer to the agenda item (a.). Decision 2010-07-03: Agreed to move the Boycott Proposal up to agenda item (b.). Decision 2010-07-04: Agreed to move Committee Chair Designations down to agenda item (e.). Decision 2010-07-05: Agreed to accept the agenda as modified as follows: a. Correspondence b. Boycott Proposal c. Board Vacancy d. Board Treasurer e. Committee Chair Designations f. Policy Governance Committee Proposal g. General Manager Selection Process h. General Manager Criteria Qualifications Decision 2010-07-06: Agreed to schedule an executive session for July 20 th at 6 pm to discuss personnel issues. Decision 2010-07-07: Agreed to approve the consent agenda. Decision 2010-07-08: Agreed to initiate the boycott process and refer this proposal to the Product Research Committee for consideration. Decision 2010-07-09: Agreed to not actively seek out a seventh board member at this point in time. AUGUST August 3, 2010 Decision 2010-07-10: Agreed to approve the preliminary search process and direct the search committee to draft a timeline and budget for consideration at a future meeting. Decision 2010-08-01: Agreed to approve the agenda as modified adding agenda item e. September Third Tuesday meeting and adding the topic Search Committee members to agenda item d.
Decision 2010-08-02: Agreed to direct the president to prepare a severance package for the outgoing general manager for approval by the board on August 3, 2010. Decision 2010-08-03: Agreed to accept and approve the severance offer. Decision 2010-08-04: Agreed to accept the minutes as amended changing human resource practices to human rights practices on page 5 of the July minutes. Decision 2010-08-05: Agreed to post the proposed draft by-law change for action at the next board meeting. ARTICLE V - OFFICERS ELECTION, APPOINTMENT AND DUTIES Section 1. At its first meeting following an election of directors, and following the installation of new directors, the Board, by the affirmative vote of at least 2/3 of the full Board, shall elect from among its members a president, a vice-president, and a secretary. Upon the nomination of the General Manager, The Board shall also elect a treasurer with expertise in financial matters who need not be a member of the Board of Directors. The Board may appoint such additional officers, as it deems appropriate. Officers shall hold office until their successors are installed. Section 5. The Treasurer shall report to the General Manager and shall be responsible for the maintenance of complete and accurate financial accounts. The Treasurer may execute contracts and agreements approved by the Board of Directors, but may not be the sole signatory on behalf of The Food Co-op. Decision 2010-08-06: Agreed to continue with Glessing and Associates for this audit year. Decision 2010-08-07: Agreed to adopt the Banking Resolution 2010 as proposed. Banking Resolution 2010: Resolved that the Senior Accounting Analyst of The Food Co-op is responsible to recommend opening bank accounts in the name and on behalf of The Food Co-op as deemed necessary. However payments from such bank accounts to be made upon and according to the check of this Co-op are signed by either the General Manager, the Operations Manager or the Store Inventory Pricing Systems (SIPS) Manager. The Senior Accounting Analyst is expressly forbidden check signing authority, but may have access to information about The Food Co-op s bank accounts. The holders of such positions are (currently) Senior Accounting Analyst General Manager (Interim Team) Store Inventory Pricing Systems Manager Operations Manager Further resolved is that this resolution remains in effect for the positions named, even if the persons in those positions may change. The General Manager and either Operations Manager or SIPS Manager are hereby authorized to execute on behalf of The Food Co-op such further documents, including the bank s form of banking resolution, not inconsistent with this resolution, as the bank shall require. Decision 2010-08-08: Agreed to approve the General Manager Search Budget.
SEPTEMBER September 7, 2010 Decision 2010-09-01: Agreed to approve the agenda adding letter d. GM Job Qualifications and letter e. Update on remodel budget Decision 2010-09-02: Agreed to accept the B4 monitoring report. Decision 2010-09-03: Agreed to accept the consent agenda. Decision 2010-09-04: Agreed to accept the proposed by-law change as follows (with amendment): ARTICLE V - OFFICERS ELECTION, APPOINTMENT AND DUTIES Section 1. At its first meeting following an election of directors, and following the installation of new directors, the Board, by the affirmative vote of at least 2/3 of the full Board, shall elect from among its members a president, a vicepresident, and a secretary. Upon the nomination of the General Manager, The Board shall also elect a treasurer with expertise in financial matters who need not be a member of the Board of Directors. The Board may appoint such additional officers, as it deems appropriate. Officers shall hold office until their successors are installed. SEPTEMBER September 21, 2010 OCTOBER October 5, 2010 Section 5. The Treasurer shall report to the General Manager and shall be responsible for the maintenance of complete and accurate financial accounts. The Treasurer shall provide financial counsel to the board to ensure the integrity of financial accounts. The Treasurer may execute contracts and agreements approved by the Board of Directors, but may not be the sole signatory on behalf of The Food Co-op. Decision 2010-09-05: To reject the boycott proposal as inconsistent with our boycott policy. Passed 4 in favor, 2 (Dan & Dorn) opposed. Decision 2010-10-01: Agreed to approve the agenda adding letter d. Co-op Business Journal interview request and e. Apple Festival board attendance. Decision 2010-10-02: Agreed to accept the consent agenda with amended minutes for Sept 21 st. (including the banking resolution removing signers.) Decision 2010-10-03: Agreed to approve GM Qualification sheet for use by search committee and board, with typo corrected. NOVEMBER November 2, 2010 DECEMBER December 7, 2010 Decision 2010-10-04: Agreed to adopt the revised board budget for 2011. Decision 2010-11-01: Agreed to approve the agenda as presented. Decision 2010-11-02: Agreed to bring the top three applicants for the GM position to Port Townsend for interviews and to meet with staff and member-owners. Dan abstained. Decision 2011-11-03: Agreed to approve the Consent Agenda as submitted. Decision 2010-12-01: Agreed to approve the agenda as presented. Decision 2010-12-02: The board agreed to establish a GM pay range of $70 95K
Decision 2010-12-03: The board agreed moved that, although both GM finalists were highly qualified, Kenna Eaton has proven to us that she possesses management experience, communication skills, cooperative values, and passions for both our organization and our community. Therefore, it is in the best interest of The Food Co-op to offer to her the position of GM. Decision 2010-12-04: Agreed to direct the Board President, on behalf of the Board, to contact the finalists to inform them of decision 2010-12-03. Janet/Rick moved to authorize the Board President and Victoria to enter into negotiations with Kenna for a compensation package that will be brought to the Board for final action at its December 7 meeting. Unanimous. Decision 2010-12-05: Agreed to authorize the Board President and Victoria to enter into negotiations with Kenna for a compensation package that will be brought to the Board for final action at its December 7 meeting. Decision 2010-12-06: Agreed to direct the Board President to finalize an offer to Kenna Eaton for the GM position consistent with the materials received and revised by the Board. Decision 2010-12-07: Accepted Monitoring Report B2. Decision 2010-12-08: Accepted Monitoring Report B3. Decision 2010-12-09: Accepted Monitoring Report B4. Decision 2010-12-10 Agreed to approve the consent agenda. Decision 2010-12-11 Agreed that we use Glessing to do the policy report and BOM for the policy review. Decision 2010-12-12 Agreed that the board form an ad hoc committee to investigate and report back to the board on how financial information is generated and then shared back with the membership, as well as how other cooperatives share their info.