Phoenix Earth Food Co-op (PEFC)
Minutes, Board Meeting 11/19/2014

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, Will Mellon, Sean Nestor, Hermann von Grafenstein, Helen Elden (Co-General Manager GM), Leah Foley (Co-General Manager, GM). Absent: Nichole Nauden. Resolutions are numberedR1–R6.

The meeting began at 5:38 pm.

1. Approval of minutes

   The minutes of the 9/24/2014 board meeting were approved (R1, 8/0/0 for/against/abstention). The minutes of the attempted annual membership meeting on 10/19/2014 were approved with amendments (R2, 8/0/0).

2. Jackson loan

   Sean, Leah and Helen provided an update of the lawsuit against the Co-op regarding the Jackson loan and the Co-op’s countersuit. During a pre-trial the offer of a mutual walk-away had been rejected by Mr. Jackson’s heirs.

   A motion was passed to enter executive session (R3, 8/0/0, 5:50pm). The conclusion of the executive session was to make an offer of $500.- to settle the suit (R4, 8/0/0). At 6:08 pm, a motion was passed to leave executive session (R5, 8/0/0).

3. General manager’s report
   • Leah presented the general manager’s report. Main topics were offerings for Thanksgiving, quotes for parking lot repairs (one offer was $1350.-), lack of response from Peg Nolan from the NCG Development Advisors, negotiations with Promedica, the Jackson Loan lawsuit, and the Co-op’s table at theNov. 17 viewing of the documentary "Waterlife" featuring the Great Lakes.
   • Kent Cousino had repaired the canopy above the back entrance.
   • Also discussed was spending $250 for a screening of the movie "Food for Change". The price for the DVD appeared to be negotiable. Sean and Anita pledged $50 each and Sean suggested offering $100 for the DVD.

4. Finance-Committee report

   Tom presented and explained a review of the Co-op’s financial status.

   • Sales were down 4.34% year-to-date.
   • Cost of goods was lower as well, by 4.38%.
   • Payroll costs remained the same. Gross wages were down $2000.-, a decrease that was smaller than would have been expected after Lisa Blake’s resignation.
   • Contributions to Ohio Department of Job and Family Services (ODJFS) had almost doubled for all businesses, including the Co-op, partially explaining the increase of this item by ~$2,709. Leah was going to check that this item was correctly accounted for in QuickBooks.
   • Store expenses were $4,000, a very high number that needed to be clarified.
   • Utility bills were $2000 higher. Part of this increase could be due to large electricity consumption during the breakdown of the fan of the walk-in cooler.
   • Discounts amounted to ~$10,000, which had been increased deliberately to increase sales.
   • Overall, the Co-op has lost $19,293.60 during the reporting period. It was clear that the co-op was not on a sustainable path.
5. Outreach
   Sean mentioned that El Tipico, a Mexican restaurant, was willing to distribute flyers for the Co-op and help advertise for the Co-op. A new chair for the Outreach committee was needed. The second Tuesday of December was mentioned as a potential date of the next meeting of the Outreach committee although no commitment was made.
6. Annual meeting
   The reservation of Augsburg Lutheran Church on December 21 for a rescheduled annual meeting had been confirmed. The mail ballot requesting a bylaw change to reduce of the threshold for a quorum was officially approved (R5, 8/0/0). In addition to requesting votes by mail, it was suggested to identify members in the store and ask them to complete ballots for the bylaw change and for board elections.
7. Promedica site
   Leah reported that communications with Promedica representatives were ongoing. The Co-op could potentially become a grocery store in a planned community health center in a building that the City of Toledo had donated to Promedica.

8. Fundraising

   Several items were mentioned that should be targets for fundraising:

   Repairs of parking lot potholes: According to a recent estimate the cost for such repairs would be$1350.

   A POS system would increase the efficiency of Co-op operations.

   Marketing: It was suggested to ask for a one-dollar contribution at each checkout to be entered into a marketing account.

9. Bylaws and membership

   Sandor had requested that this agenda item.

   Background: When a member leaves the Co-op, the member’s equity contribution should be returned to the member. However most members who disappear never explicitly request a return of their equity share. Some of the members had died, others had moved away.

   Sándor’s suggestion: The bylaws should specify a mechanism of contacting members who have disappeared and formally ask them if they wanted to have their equity returned. If no response to a certified letter was obtained after three years, the Co-op should be allowed to retain the member’s equity contribution.

   Discussion:Sandor promised to make an attempt to draft a change of bylaws to be voted upon during the upcoming membership meeting. Part of the discussion revolved around the membership discount. It was suggested pay apply the discount based on profits.

10. Emergency meeting
    It was suggested to include an addendum, Co-op at the crossroads, dedicated to a discussion of the sustainability of the Co-op, during the upcoming annual meeting.

11. Adjournment: The meeting was adjourned at 7:39 pm (R6, 8/0/0).

Date of next meeting: December 21/2014 (re-scheduled annual meeting), if not decided otherwise.

_______________(signed)_________________
Submitted by Hermann von Grafenstein, Secretary