Phoenix Earth Food Co-op (PEFC)
Minutes, Board Meeting 10/23/2013

Location: Third Space Community Center, 137 N. Michigan St. Toledo; Present: David Bohon, Thomas Fine, Sándor Halász, Alyx Kendzierski, Nichole Nauden, Sean Nestor, Hermann von Grafenstein, Lisa Blake (General Manager, GM). Absent: Shelly Boraby, Anita Levin. Resolutions are numbered R1–R6.

1. Approval of minutes
   The minutes of the 10/6/2013 annual member meeting were approved (R1, 7/0/0 for/against/abstention).
   The minutes of the 9/25/2013 board meeting were approved (R2, 3/0/0). Of the five board members present at the 9/25 board meeting three were present at the current meeting, constituting a quorum (3 out of 5).
2. Welcome and Orientation of new board members
   • Sean Nestor welcomed the newly elected board members Nichole Nauden and AlyxKendsierski. He explained basic functions of the board of directors and pointed to the documents that guide the Boards actions: The articles of incorporation, the bylaws and the register of policies.
   • Hermann handed out copies of the articles of incorporation and the bylaws. He referred to the Co-op’s website for a copy of the register of policies.
3. Election of officers
   The current officers were re-elected: Sean Nestor (president), Sándor Halász (vice president), Tom Fine (treasurer), Hermann von Grafenstein(secretary) (R3, 7/0/0).
4. Health inspection and floor repairs
   Lisa reported that the floor repairs mandated by the Lucas County Health Inspector were largely complete thanks to staff members Robert and Jennifer and volunteer Hal. Additional minor work needed to be done to complete the repairs. The costs incurred so far were $792.-, which was largely covered by donations of members and board members.

5. General Manager’s report and report of the Finance Committee

   Finances

   • GM Lisa Blake presented the September and year-to-date profit and loss statements and the September balance sheet. A key problem was accounting for the value of the inventory.
   • Several board members pointed out that the Co-op needed an overhaul of computer hardware and software to facilitate better accounting.
   • The cash situation remained tight despite the fact that sales were up compared with last year.
   • Payroll as a percentage of sales was up (20.4%) due to an increase in staff wages but this was still at the bottom of NCBA ratios.
   • The National Cooperative Grocer’s Association (NCGA) had taken Phoenix off their financial watch list because of satisfactory sales growth.
   • Lisa showed a recent NCGA analysis in which Phoenix ranked near the top in sales growth.
   • It was suggested that Co-op staff begin cashing salary checks that had been held to avoid insolvency.
   • Lisa indicated that the lack of revenue from regular membership fees was a problem and suggested modifying the equity model.
   • Hermann reminded the GM and the Board that the schedule of Board meetings had been changed to allow time for a review of finances by the Finance Committee, before the presentation of financial reports to the Board.
   • Lisa reported that the Co-op was now receiving the United National Foods Inc (UNFI) volume discount, which should improve margins.

   Personnel

   • That Jennifer Mowka was going to leave the Co-op to move to Kent.
   • Lisa reported that staff members Fitzgerald and Sasha underwent training in "retail basics" and Dakota and Robert received training in category management.

   Other

   • Lisa emphasized that an important next project was to fix the gutters because water entering the basement was the cause of the mildew problems and odors noticeable even on the store floor.
   • Lisa reminded the board that Tom, San and Lisa were scheduled to attend Saturday’s Co-op Board Leadership Development (CBLD) meeting.
6. Discussion of the membership fee / equity model
   A motion was introduced to charge the Executive Committee with drafting a revised membership fee policy. The charge encompassed (1) clarifying the current equity system, such as sending certified letters to members to verify current membership information (2) submitting to the Board a proposal within three months regarding an add-on fee in addition to the current one-time member’s equity payment. Motion passed (R4, 7/0/0).
7. Huntington credit line
   A motion was made to allow GM Lisa Blake to establish a line of credit with Huntington bank at a fee of $75.-. Borrowed money would have to be re-paid within one year. A period of 30 days would have pass before a new loan can be obtained. Sean and Lisa would be signatories. Tom Fine introduced an amendment stipulating that expenditures using the credit line needed to be approved by the Executive Committee. The motion passed as amended (R5, 7/0/0).
8. Report of the Outreach Committee
   David Bohon was appointed chair of the Outreach Committee. The following members of the Outreach Committee were approved: David Bohon (chair), Sándor Halász, Alyx Kendzierski, Nichole Nauden, Sean Nestor, Hermann von Grafenstein.
9. Items for follow-up
   Sean summarized items for follow-up before the next board meeting:
   1. David Bohon agreed to set up an outreach committee meeting.
   2. Sean as chair of the Executive Committee committed schedule a meeting to revise the equity model.
   3. Alyx Kendzierski agreed to cooperate with Robert to address the humidity and mildew problems in the basement.
   4. Sean offered to help with the installation of a new computer in the store office.
10. Adjournment
    The meeting was adjourned at 7:37pm (R6, 7/0/0).

Date of next meeting: Wednesday December 4^th (not the 4^th Wednesday of November because of Thanksgiving).

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Submitted by Hermann von Grafenstein, Secretary