Phoenix Earth Food Co-op
Minutes, Board Meeting 6/26/2012

Resolutions are numbered R1–R9.

1. Meeting began at 6:40pm—present: Shelly Boraby, Sandor Halasz, Val Leonardi, Steve Steel, Steven Vines, Hermann von Grafenstein; absent: Pete DeWood.
2. Minutes of 6/11/2012 meeting were not yet available.
3. Board resignations / replacements
   1. Motion to accept Shelley Luettke's resignation was approved (5:0:1 for/against/abstention) (R1).
   2. Motion to accept Stacey Grasso's resignation was approved (5:0:1) (R2).
   3. Hermann von Grafenstein was elected new secretary (5:0:1) (R3).
   4. Membership Committee was reconstituted with the following members: Sandor Halasz, Barbara Merzke (Co-op member) and Shelly Boraby. The Membership Committee includes a Board nominating committee. The Board Nominating Committee was charged with contacting members to explore their interest in serving on the Board (R4). Steve Steel has agreed to draft a message to members.
4. General Manager's (GM) reports and financials
   1. GM Lisa Blake distributed the following documents and summarized their content:
      • The Manager's Report

        Most items relate to relocation and are detailed below under #6, Relocation update.

      • The GM's Financial Report: for Jan–May, sales are down 4.4% compared with the same period last year. June sales so far are down 9.1%. The GM attributed this decline to road construction. Other numbers are close to industry benchmarks or better.
      • A graph documenting sales from June 2008–May 2012
      • Progress report on obtaining estimates for cost of moving (see #6)
      • Legal Duties and Responsibilities of Board of Directors published by Northcountry Cooperative Foundation. The need to obtain liability insurance is discussed.
      • Board Policies of Green Tree Cooperative Grocery, Mt. Pleasant, Michigan
      • Email from Carol Collins of NCGA with attached copies of NCGA's 2009 recommendations for improving store operations
   2. Anniversary celebration: The GM reported that planning for the 20-anniversary celebration party are ongoing but may have to be moved to August to elicit more interest. The proposed site is the Arboretum in the Old West End.

   3. Jackson Loan update: Steven Steel reported having obtained legal advice from Scott Ciolek indicating that the loan cannot be transferred to heirs of Mr. Jackson. Furthermore, there is no promissory note at the courthouse. A motion was made to stop payments but set aside the money in case payments need to be made. S. Steel reported that Scott Ciolek would like to talk to the Board. Steven Vines moved to table the motion until written confirmation can be obtained from Scott. Motion passed (6:0:0) (R5).

   4. Huntington credit line: A motion was passed to reapply for the Huntington line of credit over $17,000 (5:0:1) (R6).

   5. IOUs of staff and members
      • A motion by Steve Steel to end the extension of IOUs was passed (6:0:0) (R7).
      • A motion was made by Steven Steel to empower S. Halasz and the GM to determine non-recoverable IOU's and to write them down. An amendment was made to report back to the Board for final action. The amended motion was passed (6:0:0) (R8).
5. Tool for evaluation of the General Manager
   1. Prior to the Board meeting Val Leonardi had proposed a set of criteria for evaluation of the GM. Her proposal was discussed.
   2. A motion was made and subsequently withdrawn to accept a draft of Abby Young’s job description as a tool to evaluate the manager.
   3. Motion by Steven Vines: Board officers come together to draft a job description together with the GM. Motion passed (5:1:0) (one vote against). (R8)

6. Relocation update

   • Details from the GM's report:
     • Expected date of completion of Sylvania Road work: Aug 27
     • Estimates indicate that moving all equipment will cost $21,000 to $24,000.
     • Feedback from Rob Cendol regarding building inspections: The services of an architect or engineer will be needed.
     • Feedback from food license reviewer: Cost ≈ $200–$300. GM will take a class on food safety ($25.-)
     • The owner of the Central Ave relocation site Maas Ketabian is in arrears with property tax payments. If the city forces a tax sale the tenant will have to move out. A discussion ensued: Is it customary to stop tax payments for unoccupied properties? Is the owner delinquent with tax on other properties? Has the owner been delinquent in the past?
     • Upon completion of roadwork, Sylvania Ave will be more pedestrian-friendly while Central Ave is due for re-paving.
   • Steve Steel stated that the Coop needs an initial rent amnesty and a lower regular rent to afford the move to the Central Ave location.

   Val Leonardi left on 9pm

   • A motion was passed stating that the Co-op shall not relocate to the Central Ave. until property tax payment are current (5:0:0) (R9).
7. Next Board meeting

   The next board meeting will be on July 3 if actionable items emerge from negotiations and further inquiries into Maas Ketabian’s tax status. Otherwise, the next regular board meeting will be held on July 24.

8. The meeting was adjourned at 9:20 pm.

Supplementary documents

1. Manager's report: "Miscellaneous and pointed"
2. General Manager's Financial Report
3. Estimates: Moving fixtures—6/26/12 progress report
4. Phoenix earth Food coop—Sales Graphics
5. Email from Carol Collins NCGA re improvement of store operations
6. Board Policies—Green Tree Cooperative Grocery, Mt. Pleasant, Michigan
7. Legal Duties and Responsibilities of Board of Directors published by Northcountry Cooperative Foundation
8. Assessor's report of 2636 Central Ave 6/26/2012 (supplied by Five Points Assoc, Inc.)
9. Real Estate General Tax Collection Inquiry 4/17/12
10. General Manager's Position Description (email from Sandor Halasz 4/5/2012)