Phoenix Earth Food Co-op (PEFC)
Minutes, Board Meeting 09/24/2014

Location: Main branch of Toledo-Lucas County Public Library, 325 Michigan St., Toledo, OH 43604; Present: Shelly Boraby (arrived later), Thomas Fine, Sándor Halász, Alyx Kendzierski, Will Mellon, Nichole Nauden (arrived later), Sean Nestor, Hermann von Grafenstein, Helen Elden (Co-General Manager GM), Leah Foley (General Co-Manager, GM). Absent: Anita Levin. Resolutions are numbered R1–R4.

The meeting began at 5:30 pm.

1. The minutes of the 8/27/2013 board meeting were approved (R1, 6/0/0 for/against/abstention).
2. Jackson Loan
   Helen reported that the Lawsuit was proceeding. Phoenix Earth had filed a countersuit claiming back payments that have been made after the Note has become void upon Mr. Jackson’s death. There was a time line of 20 days from the date of filing (approximately 10 days from today’s date) for the other party to respond.

Nichole Nauden arrived at the meeting at 5:45pm

3. New Lease

   Leah reported having had a conversation at the most recent NCG (National Co-operative Grocers) meeting with development advisor Peg Nolan.

   Shelly Boraby arrived at the meeting at 5:48pm

   Peg Nolan advised including a break clause in the new lease contract, allowing the Co-op to exit the lease before the end of the 3-year term, for example 60–180 days before the end of the lease. This could become important if the Co-op identified an opportunity to move to a new location.

   Motion 1: A motion was passed endorsing seeking such a break clause (R2, 8/0/0).

   Motion 2: A second motion was made proposing to sign the lease as it currently stands (without a break clause) if the break clause was rejected by the landlord. The motion did not pass (5/3/0) by the unanimous minus two rule [all attending board members minus two need to vote in favor].

   Motion 3: An alternative motion was introduced proposing to mention the break clause to the landlord and to report the outcome of the conversation back to the board for further decision making. This alternative motion did not pass either (3/2/3).

4. General Manager’s Report
   Leah presented her GM’s report and mentioned the break-down of the walk-in cooler as a major expense ($2,900) for the Co-op during the reporting period. NCG had allowed $1,500 of Phoenix’s unused development funds to cover that expense.

5. Store Changes

   Leah informed the Board that she was planning to make changes in the store, following recommendations she was given at the recent NCG meeting she had attended.

   • Store hours will be consistent throughout the week from 10am to 7pm, including weekends.
   • To increase sales, 2–3 items in every category will be sold at 10% above (to cover the 10% discount off SNAP purchases) cost. Staple items will be sold at cost, other items will be sold with a profit margin.
   • Margins in general will be reduced.
   • The price of purified water will be increased from 39¢ to 49¢ per gallon.
   • All Supplemental Nutrition Assistance Program (SNAP) purchases will be offered at a 10% discount.
6. Finance Committee Report
   Tom Fine presented the finance committee report. Sales were down slightly. The repair of the cooler was a significant drain on cash reserves. The Year-To-Date Profit and Loss statement showed high Ohio Department of Job and Family Services (ODJFS) expenses. The reasons for that were unclear and it was suggested to check if that was a due to a mistake. Furthermore, Leah and Tom felt that the reasons for the unusually high electric bill needed to be identified.

7. Outreach Committee Report
   Although Will Mellon presented no formal report, he gave a review of September activities and future plans.

   • The Sylvania Ave. Neighbors Group (Sean Nestor as president) was planning hold a poetry reading on Sat. 9/27 at the Sylvania Ave branch of Toledo Public Library.
   • The next meeting of the Outreach Committee was scheduled for Tues., Oct. 14, 6pm in Hermann’ s house.
   • Will Mellon announced that he was planning to step down as chair of the Outreach Committee, but he would still chair the October meeting of the Committee. Will was planning maintain his candidacy for the Board.
8. Annual Meeting
   The 2014 Annual Membership Meeting was scheduled for October 19 at the Augsburg Lutheran Church on Sylvania Ave. The meeting room was open from 5:30pm onwards and the informal part of the meeting could start at that time. Sándor announced that he was going renew his candidacy for the Board. His membership count indicated that 30 members needed to be present for a quorum. A resolution was passed to conduct the vote for Board Membership the same was it had been done the previous year, with ballots to be sent by mail and offering three options for casting the ballot (a) voting at the meeting, (b) submitting the ballot at the store, (c) have a proxy bring the ballot to the meeting (R3, 8/0/0).
9. ProMedica Site
   The City of Toledo had donated a vacant, city-owned building in the uptown neighborhood to ProMedica to convert it into a grocery store. A discussion was held considering a potential partnership between the Co-op and ProMedica. Sean, Helen and Leah were planning to meet with Barbara Petee of ProMedica about this possibility. Such a partnership would require precisely defined terms described in a carefully crafted contract.
10. Double-Up Food Program
    Sean revisited the idea of creating or joining an organization that supplements food purchases for persons in need. He is currently looking into the Fair-Food-Network of Michigan as a potential suitable organization.
11. Adjournment
    The meeting was adjourned at 7:29pm (R4, 8/0/0).

Date of next meeting: Sunday October 19 (Annual Meeting) if not decided otherwise.

____________________(signed)___________________

Submitted by Hermann von Grafenstein, Secretary