Phoenix Earth Food Co-op (PEFC)
Minutes, Board Meeting 7/24/2013

Location: Third Space Community Center, 137 N. Michigan St. Toledo; Present: David Bohon, Thomas Fine, Sandor Halasz, Anita Levin, Sean Nestor, Hermann von Grafenstein, Lisa Blake (General Manager, GM). Absent: Shelly Boraby, Stephen Vines. Resolutions are numbered R1-R6.

The meeting began at 5:33 pm.

1. Approval of minutes
   The minutes of the 06/19/2013 board meeting were approved with minor modifications (R1, 6/0/0, for/against/abstention).
2. Health-inspection response
   • Background: As a condition for continuation of the Co-op's license to sell food, a health inspector had requested that the floor tiles next to the coolers be repaired. At the 6/19 meeting of the Board, Tom Fine had been authorized to negotiate with Landlord Royce Haddad regarding rent abatement if the coop paid for the floor repairs.
   • Negotiations with Landlord Royce Haddad: Tom reported that Royce would ask for a 3yr lease in return for any agreement on rent abatement, beginning at the day of execution of the agreement. All repairs would have to be financed by the Co-op. In return, Royce would offer $300 off the first two years of the regular lease. At the time of the negotiations, Royce was not willing to release the Co-op from paying property taxes, but he was willing to consider a counter-offer.
   • Alternative plan: Lisa suggested that it might be cheaper for the Co-op to have staff and volunteers involved in fixing the floor without committing to a long-term agreement with the landlord. Lisa said she was in favor if a fix that minimally met the requirements of the food inspector. In a conversation with Lisa the food inspector had explained that all visible damage needed to be repaired but not necessarily all damage that had occurred underneath the coolers.
   • Resolution: A resolution was passed to authorize the Executive Committee to approve a plan for floor repairs even if that meant reversing an earlier board decision to make more complete and expensive repairs (R2 6/0/0).
3. New Credit-Union accounts
   • A motion was passed to approve Lisa as an additional signer for an existing Credit Union account containing the Co-op’s equity (R3, 6/0/0).
   • During a subsequent discussion it was suggested to open a new (second) Credit Union account to receive donations for the Co-op's relocation and/or expansion. Lisa pointed out that a Board resolution was necessary to open a new account. Such a resolution needed to be mentioned in meeting minutes signed by the secretary. All donations deposited into such as account would have to be booked as income for tax purposes.
   • A motion was passed to open a "relocation/expansion account" with the following specifics: All disbursement from this account will have to be approved by the Co-op's board. The Board's decision on any disbursement will have to be certified by two signatures, one from the General Manager and another from either the President or the Treasurer (R4, 6/0/0).
4. General Manager's report (Lisa Blake)
   Lisa passed out her General Manager's report.
   Lisa reported:
   • That our most recent inventory was higher than ever;
   • That she and Helen had a conversations with the North Country Development Fund. The Fund would offer loans at a fixed rate of ≈7% and would require $50,000 down payment for a $150,000 loan.
   • Lisa mentioned that on Oct 26 the CBS Consulting Co-op will hold a Cooperative Board Leadership Development (CBLD) conference. For $300 the entire Co-op board could participate.
5. Report of Finance Committee (Tom Fine)
   • Lisa distributed the current and year-to-date Profit and Loss statements and promised to electronically send updated spreadsheets.
   • Tom discussed the Profit and Loss statement of the Jan–June 2013 period. He felt that it was necessary to track expenses on a daily basis rather than on a monthly basis. He recommended using any of the expected increase of sales in the fall to re-build equity.
6. Report of the Business Plan Committee (Anita Levin)
   • Anita distributed a draft of the business plan the Business-Plan Committee had developed and encouraged making corrections.
   • Sean requested that a final version of the business plan be available by the time of the membership meeting in September.
   • Tom suggested starting a membership drive to increase the Co-op's membership to 500-1000. The annual member meeting should be used to drive expansion of the membership base.
7. Report of the Outreach Committee (Sandor Halasz)
   • Lucas county fair: Some time was devoted to evaluate the Co-op's table at the Lucas County Fair. David Bohon and Sandor Halasz both felt that the event was disappointing.
   • Board recruitment: Because Stephen Vines has moved and David Bohon announced his intention to move away from Toledo two vacancies will have to be filled in addition to the regular scheduled Board elections during the fall membership meeting. Several names were mentioned as potential candidates for the Board: Nicole Nauden, Richard Baron, Alyx Kendzierski, and Chad Olson. Several board members felt that it was preferable to elect rather than appoint any replacement board members.
   • New time for board meetings: A motion was passed to move the time of regular board meetings from 5:00 pm to 5:30 pm (on the 4th Wednesday of each month) (R5, 5/0/1).

   Anita Levin left the meeting at 7:25 pm.

   • Dismissing board members: Sandor suggested revising article 6B of the bylaws defining the rules of dismissing board members for non-attendance of board meetings. Sean encouraged board members to draft a revised text for article 6B prior to the annual membership meeting and to bring the revision to a vote at the annual membership meeting. A majority of board members suggested sending a letter to Stephen Vines asking him whether or not he was still interested in serving on the Co-op's board.
8. Adjournment
   The meeting was adjourned at 19:29 pm (R6, 5/0/0)

Date of next meeting: August 28, 5:30 pm if not decided otherwise.

_____________(signed)__________________________

Submitted by Hermann von Grafenstein, Secretary