Phoenix Earth Food Co-op (PEFC)
Minutes, Attempted Annual Meeting 10/19/2014, Draft 11/18/2014

Location: Augsburg Lutheran Church, 1342 W. Sylvania Ave Toledo, OH 43612.

1. Start of meeting. President Sean Nestor opened the meeting at 6:40 pm.

2. Quorum
   24 members were present. To obtain a quorum 10% of all members needed to be present. Sándor Halász stated that currently the Coop had more than 300 members. Therefore no quorum was reached. Nevertheless, the opportunity was taken to review the state of the Coop and to introduce candidates for election/re-election.

3. State–of–the–Co-op address (Sean Nestor)

   • Sean Nestor suggested to start a fund-raising campaign to repair damage to the building inflicted by the severe winter.
   • Lisa Blake had stepped down as General Manager of the Co-op.
   • Helen Elden, Leah Fohley and Sean Fitzgerald had been appointed as members of a General-Management team.
   • Sean emphasized that in the past year the co-operative spirit had been re-kindled.
   • The three board members whose term was expiring this year were all renewing their candidacy, indicating that the Co-op was on a path of continuity.
4. Outreach
   Will Mellon summarized the efforts and projected efforts of the outreach committee for 2014 and 2015.
5. General Manager’s report (Leah Foley)

   Finances: Compared with last year up to September, sales were up 1.7%, cost of goods were down 1.1%. However, expensive repairs of refrigeration equipment had cut into the bottom line, with funds made available by the NCG (National Co-operative Grocers) providing some relief. Gross payroll was up 4.9%. Utility costs were up $2000, due in large part to the harsh winter. Overall, the balance sheet was very similar to last year’s.

   Jackson Loan: Tom Fine explained that Mr Jackson had made a loan to the Co-op over $44,000. The language of the note indicated that it could not be transferred to third parties without written consent of both parties. Contrary to that language, the note had been transferred unilaterally to Mr Jackson’s heirs, who have now sued to claim continued payments. Helen Elden updated the membership about the state of the lawsuit. The co-op had appointed Scott Ciolek to represent the co-op in court. Mr Ciolek countersued to claim back any payments that had been made after Mr. Jackson’s death.

   New appointments: Morgan Blake and Nick Botek were hired as a new Co-op staff member.

6. Label The Truth (Kim Spitnale)
   Kim Spitnale announced that Label The Truth was now a new non-profit organization and was seeking to attain 401(c)3 (tax-exempt) status. She described the organization as seeking to legislate GMO labeling in Ohio.
7. Introduction of candidates for Board elections

   Board members standing for re-election introduced themselves.

   Tom Fine: Tom explained that his involvement with the Co-op was going back to the '70ies. Tom had joined the Board two years ago and had been treasurer. Tom’s major goal was to find a more solid financial foundation for the Co-op to recruit more members. Given the size of the Toledo metropolitan area a goal of 2000 members should be achievable.

   Sándor Halász: Sandor pointed out that he would be starting his 7^th year on the Board. He felt that the past two years were peaceful compared with previous years. He was staying on in the interest of continuity. Among his interests is finding out what works and what doesn’t.

   Will Mellon: Will has been on the Board previously with Lisa Blake. Recently he took over the chairmanship of the Outreach Committee.

8. Discussion on change of bylaws
   An extensive discussion was held to resolve the problem of low attendance. Hermann suggested lowering the threshold for a quorum, which would require a change of the bylaws. Only members, not the Board, could vote on that. He explained that the bylaws do allow any matter except election of board members to be voted on by mail ballot. In a re-scheduled Annual Meeting, hopefully with a quorum under the new bylaws, board elections would become valid. Consensus was reached to send a letter to all members that would include a ballot lowering the threshold for a quorum to 20–25, or 10% of members, whichever was lower. Some discussion was held whether 20 or 25 would be an appropriate number.
9. Adjournment
   The meeting was adjourned at 8:08pm

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   Submitted by Hermann von Grafenstein, Secretary