Phoenix Earth Food Co-op
Minutes, Board Meeting 6/19/2013

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

The meeting began at 5:15 pm.

1. Approval of minutes
   
   • The minutes of the 5/15/2013 Board meeting were approved with minor modifications. (R1, 6/0/0, for/against/abstention.)
   • For the 6/4/2013 emergency Board meeting two versions were presented for approval. A complete version containing confidential information was approved (with minor modifications) for internal reference but not for public use (R2, 6/0/0). A second version without the confidential information was approved (with minor modifications) for publication(R3, 6/0/0).
2. Health Inspection
   

   Second visit of the inspector: Lisa reported that the health inspector had approved all repairs that had been made in response to the May 19 inspection with the exception of the floor. Lisa had the impression that the inspector found it satisfactory that the floor repairs are now a Board discussion item. Repairs of the floor would have to be completed by the time of the next inspection, in six months from May 29.

   Cost of floor repairs: Hermann and Lisa presented estimates of repairs. A previous estimate by J&R Contracting, which included a cement board underneath the cooler, amounted to ~$5,200. This would require moving the refrigeration equipment, which H&F Refrigeration estimated to cost $3,900. Together the costs would be $9,100. A similar estimate for moving the equipment was offered by Strause Refrigeration, at $6,600.

   Discussion: Helen felt that the repairs would be hard on Co-op business and logistically difficult. Sean mentioned that opportunity costs would be incurred as well. Helen suggested doing the floor repairs after moving out of the current location. Tom made clear that the next step was negotiating with Landlord Royce Haddad, which was a key purpose of gathering estimates. Jason Quinn from H&R Refrigeration was willing to talk to Royce.

   Resolution: Tom fine was authorized to negotiate with Royce Haddad (R4, 6/0/0).

3. General Manager's (GM) report
   Lisa covered several items:
   • For relocation both the former Meats & More and Cooper Florist locations were still available, including the basement at Coopers.
   • Lisa reported on a recent meeting of the Lucas County Sustainability Commission on 6/18/2013, which aims at developing better policies at the county and municipal level to improve sustainability.
   • Sales were currently still higher than during the equivalent period last year. Lisa distributed the April-May balance sheet which was discussed in conjunction with the Finance Committee report.
4. Finance Committee (Tom Fine)
   

   Financials: Tom presented PowerPoint slides to summarize May financials. Based on the data he suggested carefully watching purchases and adjusting them to projected sales. Lisa responded that she was planning to reduce purchases and payroll. Sean felt confident with Lisa's assurance.

   Report to NCGA: Lisa mentioned that the Rose group of NCGA (National Cooperative Grocers Association) was satisfied with the Co-op's financials.

   Accounting: Tom mentioned that Lisa, Leah (Foley) and Tom had met with Linda Philandro, a certified public accountant. Her services would be useful to financially prepare the Co-op for relocation.

   Jackson Loan: In Linda Philandro's opinion, the Jackson Loan cannot be taken off the Co-op's books until the loan is resolved with the Jackson heirs.

   Date of Board meetings: Lisa requested that the time of regular board meetings be moved from the third to the fourth Wednesday of each month to allow more time to prepare her financial report and have it reviewed by the finance committee prior to each board meeting (see R6 below).To facilitate this schedule, Lisa was planning to have financial information ready by the 10th of the month.

5. Business Plan Committee
   Anita Levin was excused and there was no report at this time.
6. Outreach Committee
   
   • Hermann presented a brief report of recent outreach events, primarily about the table at the Old Westend Festival on June 1st.
   • For the upcoming Lucas County Fair Sean promised to establish a Doodle account to schedule volunteers to table the event.
7. Board recruitment
   

   Sean emphasized that a replacement for Pete DeWood needed to be appointed as soon as possible.

   It was decided to schedule a special meeting of the Outreach Committee to begin the search for Board candidates for election at the upcoming annual membership meeting. Anita has previously recommended encouraging Richard Baron to apply for candidacy.

8. Evaluation of the General Manager (GM)
   
   • Sandor mentioned that as per agreement with the GM, a half-year evaluation of the general manager should have been done but wasn't.
   • Tom made a motion proposing that the Executive Committee meet in July to establish criteria for the evaluation of the GM, to subsequently gather data, and to compile them for the September board meeting, at which time an evaluation document would be prepared. Motion passed (R5, 6/0/0).
9. Annual meeting
   Possible locations for the Annual Membership Meeting, to be held on Sept 29, were discussed. The First Unitarian Church on Glendale Ave. and Third Space Community Center on Michigan St. were mentioned.
10. Board meeting schedule
    A motion was passed to move the regular meeting time for the Board from the third to the fourth Wednesday of each month (R6, 6/0/0).
11. Adjournment
    

    The meeting was adjourned at 19:10 pm.

    Date of next meeting: 7/24/2013 if not decided otherwise.

____________________(signed)___________________

Submitted by Hermann von Grafenstein, Secretary