Phoenix Earth Food Co-op (PEFC)
Minutes, Board Meeting 6/25/2014
Location: Main branch of Toledo-Lucas County Public Library, 325 Michigan St., Toledo, OH 43604; Present: Shelly Boraby, Thomas Fine, Sándor Halász (arrived later), Anita Levin, Nichole Nauden, Sean Nestor, Hermann von Grafenstein, Lisa Blake (General Manager, GM). Absent: Alyx Kendzierski. Resolutions are numbered R1–R7.
The meeting began at 5:40 pm.
- The minutes of the 5/28/2014 board meeting were approved (R1, 7/0/0 for/against/abstention).
- Jackson Loan
Sean reported that the Co-op has been sued on June 6th in Lucas County Court of Common Pleas by one of the Jackson heirs for re-payment of a loan over $44,000 that Mr. Jackson had made to the Co-op. Sean gave a brief re-cap of events that preceded the suit:
- After Mr. Robert Jackson’s death, the promissory note was listed in his estate, overseen by his sister. His sister subsequently passed away as well.
- In 2012 the Co-op obtained legal advice from Attorney Scott Ciolek. Mr. Ciolek pointed out that the note has a clause that prevented it being transferred to third parties without written consent by both parties. Because the Co-op had never signed such a consent agreement, the note was no longer valid after Mr. Jackson’s death. Persons who have known Mr. Jackson had asserted that it was never Mr. Jackson’s intent that the note be transferred to his heirs or anybody else.
- Pursuant to this advice the Co-op stopped payments on the loan. Up to that point the total payments, mostly interest, had been in excess of $50,000.–.
- During a conference call on 6/24 between Scott Ciolek, Leah Foley and Sean Nestor Mr. Ciolek explained that the Co-op is in a strong position and should countersue for the overpayment of interest after Mr. Jackson’s death.
Sándor Halász arrived at the meeting.
A motion was passed to retain Scott Ciolek as the Co-op’s Attorney at Law in this matter for a fee up to $1000.– (R2, 8/0/0). A second resolution passed stating that only the attorney and President Nestor are authorized to discuss this case in public (R3, 8/0/0).
- Discounts for Businesses
Sean Fitzgerald brought to the attention of the Board a request by Scott Bowman of Fowl & Fodder to become a corporate member to obtain discounts for bulk purchases. Sándor Halász clarified that only individuals or families can be members of the Co-op as per the Co-op’s bylaws. However, special purchase agreements can be made. A motion was passed to authorize the General Manager to draft a standardized agreement covering bulk purchases by businesses. As a condition of such an agreement, at least one employee of the business must be a member of the Co-op (R4, 6/0/1).
- General Manager’s report
Leah Foley presented her General Manager’s report.
- Leah and Helen were now co-managers of the Co-op, with Sean Fitzgerald is assistant manager, responsible for employee scheduling.
- The Co-op was accumulating cash savings to hire a consultant to advise the Co-op on transition topics such as hiring a new general manager and taking steps to increase the store’s efficiency and improve its cash-flow situation.
- Leah noted that when asked at the checkout, 47% of customers reported to be member, 53% reported to be non-members. This would be relevant for tax accounting.
- Finance Committee report (Tom Fine)
Finance Committee report: Sales were 2.5% below last year’s, although gross profit has increased. Tom noted that payroll expenses were higher; in-store expenses were drastically higher, while inventory was decreasing.
Negotiations with Landlord Haddad: Tom reported that he has had discussions with landlord Royce Haddad regarding rent abatement in exchange for a contract. A proposal currently on the table was that during a 3-year contract, the rent during the first year would be $225 + taxes, during the second year $375 + taxes, and during the third year $675 (full rent) + taxes. The Co-op would be responsible for using the savings for building repairs. Negotiations were continuing.
- Outreach Committee report (Will Mellon)
Will presented his report of the Outreach committee. The following items were discussed:
- The Co-op’s anniversary celebration, originally scheduled for August 11th, will be moved towards the end of August to allow for more panning time. Leah and Helen would set the final date.
- The Old West End Festival table was a success. Coupons handed out at the table were coming back to the store and the number of email subscribers has been increased. Will indicated that he would develop a set of guidelines to increase the impact of event tables.
- Planning for the Art On The Mall event on July 27 was underway. The fee for a table was $125.–. Will pledged to contribute $15.–. Hermann $30.–.
- Sasha mentioned the Artomatic 419! event, which is returning to Toledo on April 2015. Signup for the event starts in October and the contact person was Michelle Carlson.
- Will was planning another survey of members asking as to which direction the Co-op should take. Tom recommended that coupons be given as an incentive to get people to fill out the survey.
- Leah mentioned Food for Change, a documentary of co-ops. For a fee the Co-op could buy the rights to show the documentary. Sean wanted to have more details before committing money.
- Marketing and Branding of the Co-op(Will Mellon)
Will presented a plan addressing marketing and branding issues. A motion was passed to create an ad hoc committee to address marketing and branding and social media issues (R5, 7/0/0).
- General-Manager search
Before a new general manager could be appointed, several preparatory steps needed to be taken, including writing a job description and defining terms of employment and compensation. A motion was passed to authorize the Executive Committee to make a plan and bring it back to the Board (R6, 6/0/1).
- Local Orbit online ordering system.
Hermann and Morgan Blake presented a new software platform, known as Local Orbit, that allows customers to order directly from local producers: The Co-op would become a marketplace for transactions. The system was already up and running. Monique Tressler’s All Things Food
was one such marketplace that is fully operational. The Board reacted positively but requested that more information be collected before a trial version of the system could be adopted. Logistical issues should be discussed with the managers.
- Adjournment
The meeting was adjourned at 7:45 pm (R7, 7/0/0).
Date of next meeting: Wed 7/23 if not decided otherwise.
________________(signed)_____________________
Submitted by Hermann von Grafenstein, Secretary