Phoenix Earth Food Co-op (PEFC)
Minutes, Board Meeting 01/28/2015

Location: Main branch of Toledo-Lucas County Public Library, 325 Michigan St., Toledo, OH 43604; Present:Shelly Boraby, Thomas Fine, SándorHalász, Anita Levin, Nicole Nauden, Sean Nestor, Hermann von Grafenstein, Helen Elden (Co-General Manager, Co-GM), Leah Foley (Co-General Manager, Co-GM). Absent:Alyx Kendzierski, Will Mellon. Resolutions are numbered R1–R11.

The meeting began at 5:50 pm.

  1. Approval of minutes

    The minutes of the 11/19/2014 board meeting were approved (R1, 7/0/0 for/against/abstentions).

    The minutes of the December 21, 2014 Annual Meeting were approved for distribution to members and posting on the Co-op’s website (R2, 7/0/0). Hermann suggested sending the minutes out to members for approval. That would allow the minutes to be approved by members prior to the next annual meeting.

  2. Election of officers
    Anita moved to re-elect the current slate of officers as follows President: Sean Nestor; Vice President: Sándor Halász; Treasurer: Tom Fine; Secretary: Hermann von Grafenstein. The motion carried (R3, 7/0/0).

  3. General manager’s report
    Helen and Leah received praise for a well-written report. Main topics were (1) Store volunteers (2) Store audit by the NCG Great lakes group (3) Current financials (4) Hiring a consultant, such as Ken Charboneau (5) Connecting with local producers such as Sam Okun, a hydroponic grower, and 577 Foundation growers, (6) the DVD "Food for Thought", (7) Potential locations for the quarterly potluck, such as First Unitarian Church on Glendale. Leah expressed frustrations that NCG was reluctant to advise Co-ops with interim GMs and suggested to make Helen and Leah regular GMs. The only advice given was to further reduce inventory. Anita and Hermann cautioned against reducing the inventory too much. We needed to maintain the appearance of abundance and further reductions of inventory might reduce the diversity of products on offer and reduce opportunities to sell a variety of products.
  4. Financial report
    Tom Fine continued Leah’s presentation with an analysis of Phoenix’s current financials. Tom pointed out that Phoenix was not in a position to hire a General Manager at the present time. The areas of largest decline were groceries and produce, areas that declined for all other Co-ops nationwide. Tom pointed out that payroll data reflected the fact that Leah was still being paid half-time although she was working full time. That discrepancy needed to be taken into account when making plans for the future. Much of the loss the Co-op had made in the past year could be alleviated if the Co-op would stop giving discounts.

  5. New membership model

    Sean presented the results of a board survey addressing details of a revised membership model. Based on these results, which had been communicated prior to the present meeting, Helen and Leah presented a draft of a new membership model for approval. The new model envisioned yearly payments of $36.- to obtain discounts. Upon accumulation of $72 (2x$36), equity membership was to be achieved. Details of the proposal dealt with the transition from the current model to the combined fee/equity model. Their draft was approved with the option of making additional modifications (R4, 7/0/0).

    Anita Levin left the meeting

    Sean asked if the model should be rolled out now or put to the vote by members. Anita felt that members had already given their approval, although not by a formal vote. Nicole agreed. Shelly felt that a full membership vote would delay the new model unduly. Tom pointed out that changes of bylaws needed a vote by member, but not details of fee payments. Sean asked for a vote to move forward with the proposed model starting February first. Key elements of the new [discount] model were: (1) 10% monthly discounts, (2) member only sales, (3) no voting rights until $72 of payments were reached, (4) no dividend payments, (5) payments can start anytime during the year. Tom moved to have the proposal drafted by Helen and Leah and modified as above to be ratified by the Board as a policy. The motion was approved (R5, 6/0/0). Hermann made a motion to put the change of membership model up for vote by members. The motion was rejected (R6, 1/4/1).

  6. Quarterly potluck
    Shelly informed the Board that University Church Toledo was willing to host the potluck for free provided that the pastor was given an opportunity to speak to attendant members. The board endorsed this location (R7, 6/0/0). The Board established a committee tasked with the organization of the potluck and appointed Shelly Boraby to chair this committee, including authorization to sign agreements with the provider of the venues (R8, 6/0/0).
  7. Volunteer work
    In response to Helen and Leah’s reservations to utilize volunteers, Sean re-iterated that Will Mellon had agreed to coordinate volunteer work and encouraged the expansion of the volunteer program. Leah asked to identify a competent member who could help with the Co-op’s tax return.
  8. Establishment of an emergency account
    A discussion was held about establishing an emergency account for repairs. A vote was passed to establish a separate account overseen by the board (R10, 6/0/0).
  9. Economic recovery plan
    Sean asked for approval the economic recovery plan he had distributed by email prior to the meeting. The plan was approved subject to modifications to be approved by email (R9, 6/0/0).
  10. Jackson loan
    Sean read an affidavit by Jonathon Ross, Robert Jackson’s physician. The affidavit would be forwarded to Scott Ciolek, the Co-op’s attorney.
  11. Adjournment: The meeting was adjourned at 7:45 (R11, 6/0/0).
    Date of next meeting: February 25, 2015, if not decided otherwise.

___________________(signed)____________________

Submitted by Hermann von Grafenstein, Secretary