Phoenix Earth Food Co-op (PEFC)
Minutes, Board Meeting 01/22/20147

Location: Main branch of Toledo-Lucas County Public Library, 325 Michigan St., Toledo, OH 43604; Present: Shelly Boraby, Thomas Fine, Sándor Halász, Alyx Kendzierski, Anita Levin, Nichole Nauden, Sean Nestor, Hermann von Grafenstein, Lisa Blake (General Manager, GM). Resolutions are numbered R1–R5.

The meeting began at 5:38 pm.

  1. Minutes
    The minutes of the 12/04/2013 board meeting were approved with corrections previously submitted by Sándor Halász and Lisa Blake (R1, 8/0/0 for/against/abstention).
  2. Introduction of new candidates for Board appointment
    Sam Melden and Will Mellon had submitted applications for the Board seat vacated by David Bohon. Will Mellon introduced himself at the meeting, Sam Melden was not present. The vote on an appointment was tabled until the next meeting (R2, 8/0/0).

  3. Approval of signers for the Directions account
    Due to a theft, the Directions account (also known as Expansion or Relocation account) needed to be re-created. Sean Nestor and Lisa Blake were approved as signers for the account (R3, 8/0/0).
  4. Renewal of the Co-op's trade name
    The trade name Phoenix Earth Food Co-op had expired. A motion passed authorizing GM Lisa Blake to file the paperwork for renewal of the trade name (R4, 8/0/0).
  5. General manager's report
    Lisa had previously submitted her General Manager's Report which was discussed at the meeting.

    Recent theft:

    • Lisa reported that a newly appointed bookkeeper had stolen $715.-. Lisa cautioned against filing a claim in connection with the theft, which may raise our cost of insurance. She would collect further information.
    • To prevent future thefts of this kind, Police department Lieutenant Gerken had recommended isolating the bookkeeper from cash and checks.
    • Leah was now on the payroll as bookkeeper.
    • Anita and Tom: Checks should be signed only upon presentation of an invoice and/or purchase order.
    • Anita suggested not holding the GM or staff accountable for the theft, as this could happen to any institution.

    UNFI discount: Lisa reported that the Co-op was close to getting the discount but only a week was left to bridge the gap.

    Mid-America Cooperative Council: Lisa reported having represented the Co-op at that conference and had been asked to be on a panel covering board and manager's issues, especially board responsibilities such as understanding co-op financial issues. Lisa would report more details in the GM's conference report. Lisa had been asked to be on another panel to be held in Dundee Michigan on small and emerging co-ops.

  6. Financial report (Tom Fine)

    Presentation of reports: Lisa and Tom presented draft statements on the financial status of the Co-op as of November 2013 (Balance Sheet, P&L, P&L YTD). Adjustments were to be expected.

    Clarification by the GM: Lisa explained that when reading financial spreadsheets, it was important to keep in mind that the number reported under COGS was not truly Cost of Goods Sold, but the sum of receipts for purchases during the reporting period. That figure could vary depending on which purchases fell into the reporting period, not when the goods were sold.

    Recommendations of the Treasurer: Tom pointed out that the Co-op had made a Year-To-Date profit and he re-iterated his suggestion made at previous meetings that the Co-op use any profit to re-build the Co-op's cash position. This was particularly urgent as the Co-op had drained the member's equity account and had only a minimal amount of cash and currently no credit line. A recent application for a credit line had been rejected by Huntington Bank. Furthermore, sales usually decreased during May, June, and July and the Co-op needed to be prepared for a period of slower sales.

  7. Outreach-committee report
    David Bohon, the previous chair of the Outreach Committee had resigned and no report was presented at the present meeting. Will Mellon was appointed as the new chair of the Outreach Committee. Board members Shelly Boraby, Sándor Halász, Alyx Kendzierski, Anita Levin, Nichole Nauden, Sean Nestor, Hermann von Grafenstein all expressed interest in serving on the Outreach Committee.
  8. Evaluation of the General Manager
    Hermann presented a reformatted score sheet for the evaluation of the GM. A straw poll indicated that a majority of Board members favored the evaluation of the GM to be performed by the Board as a whole rather than by the Board's Executive Committee.
  9. Changes of the Co-op's membership model
    A brief poll was held to find out whether or not to continue pursuing a potential change of the Co-op's membership model from the current equity model to an annual fee-based or hybrid model. Nichole felt that she could not decide on that question soon and did not want to pursue this issue at the present time. Alyx pointed out that any change should be implemented before a large number of new members were recruited. Shelly and Anita recommended moving forward with the change. Sean felt that we had to be very cautious. Sandor pointed out that the original equity model had been designed in an inappropriate way and needed to be revised to allow for a yearly build-up of equity rather than asking for an up-front contribution. Hermann was in favor of a change in order to facilitate better tracking of members. Tom was in favor of a change and suggested having two different types of membership, an equity membership with voting rights and a discount membership. Most Board members were in favor of having another meeting to define specifics.
  10. Point-Of-Sales (POS) system Sean suggested considering the Square Point-Of-Sales System that only required an iPad connected to POS hardware. Sean and Hermann would pursue this option further. A charge of 2.75% would be applied to all credit-card purchases and some other percentage to cash and check payments. Lisa commented that currently our credit-charge fee was low and it may not be possible to match that. Hermann suggested considering other cloud-based POS systems in addition to Square.
  11. Announcements
    • Alyx suggested considering a novel member referral system at the Board's next meeting.
    • Helen drew attention to the 2014 Up & Coming, Up & Running Food Co-op Conference to be held on February 27th in Bloomington, Indiana.
  12. Adjournment: The meeting was adjourned at 7:26 pm (R5, 8/0/0).

Date of next meeting: Wednesday, February 26, if not decided otherwise.

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Submitted by Hermann von Grafenstein, Secretary