draft

Phoenix Earth Food Co-op
Minutes, Annual Membership Meeting 12/02/2012

Location: Pilgrim Church, 1375 W Sylvania Ave, Toledo, OH 43612

  1. The meeting was called to order at 6:50 pm by board president Steven Steel. No official business was conducted before 7pm.
  2. Determination of quorum:
    Sandor Halasz determined that 24 members were present, sufficient for a quorum according to his record of active members.
  3. Board elections:
    Ballots were given to members who had not yet submitted their paper ballot at the store. Voting started at 7 pm and was supervised by the membership committee. Ballot collection continued through the next agenda item.
  4. Proposed changes to the bylaws
    Sandor Halasz took the podium and presented proposed changes to the bylaws. The proposed changes had been discussed at previous board meetings and had been posted on the Co-op’s website. Votes were held on the changes listed below (a through f). The number of votes are given in brackets (for/against/abstentions).
    1. Definition of member.
      A discussion was held as to the advantages of allowing corporations to be members as well. Several members felt that corporations could be regarded as sponsors rather than members. The following change was voted on:
      Previous version: A member is defined as either an individual, or a household.
      Approved new version: A member may be an individual natural person, or a household. (22/2/0)
    2. Membership payments
      Previous version: Pay the membership dues
      Approved new version: Pay the membership fee (22/0/2)
      Steven Steel explained that the decision to adopt an equity model instead of requiring regular membership dues had been made during the 2009 annualspecial membership meeting. The term fee better reflected this change.
    3. Membership fee schedule
      Previous version: A membership fee schedule based on household income shall be established by the board periodically revised,…
      Approved new version: A membership fee schedule shall be established by the board and periodically revised,… (19/2/3)
    4. Membership card
      Previous version: A membership card will be issued when the membership has been paid in full.
      Approved new version: A membership card will be issued when any part of the membership has been paid. Payment in full will be so noted on the card (23/1/0)
    5. Revocation of membership
      Previous version: A two-thirds vote by the board is required to revoke a membership for any reason other than non-payment of dues.
      Approved new version: A two-thirds vote by the Board is required to revoke a membership for any reason other than non-payment of the fee. This is not sufficient to remove a director. (24/0/0)
      Amendment: Prior to the vote an amendment was offered to use either the word sufficient or enough. The word sufficient was approved (22/0/2).
    6. Eligibility for directorship
      Previous version: The Directors shall: (new line) Be members in good standing of the Co-op.
      Approved new version: The Directors shall: (new line) Be fully paid-up members in good standing of the Co-op.
  5. Announcement of the vote
    The following members were elected to the six open seats on the board of directors:
    (1) Sean Nestor, (2) Hermann von Grafenstein, (3) Thomas Fine, (4) Sandor Halasz, (5) Anita Levin, (6) David Bohon. Sean Nestor announced his intention to with withdraw from his position. Steve Steel explained that Sean will have to officially resign and the Board will have to appoint a replacement. The newly elected board members discussed terms and agreed on the following: Three-year terms: Anita Levin, Sean Nestor, Hermann von Grafenstein; two-year term: Thomas Fine; One-year terms: Sandor Halasz, David Bohon.
  6. General Manager’s report
    GM Lisa Blake explained the financial situation of the Co-op. Although sales have improved somewhat during October, the financial situation is still serious and without an improvement of sales, the Co-op may not survive. Of particular concern was the necessity to withdraw more than $20,000 from membership equity to maintain operations. The equity balance was now $4,586.09.
    A discussion followed as to what could be done to attract more members and to increase sales. Relocation was brought back into focus. The creation of a buying club was proposed. Each member was encouraged to publicize the mission of the Co-op. At the previously attempted annual meeting (10/25/2012), members had expressed 25 reasons to shop at the Co-op. At the current meeting members requested that this list of 25 reasons be compiled in electronic format and made available to members for advertising purposes.
  7. Adjournment
    The meeting was adjourned at 8:35pm.

Submitted by Hermann von Grafenstein, Secretary