Phoenix Earth Food Co-op (PEFC)
Minutes, Board Meeting 9/22/21

Location: Teleconferencing CISCO WEBEX

Present:, Hermann von Grafenstein, Anita Levin, Sean Fitzgerald (General Manager), Maureen Ciesinski, Alyx Kendzierski, Thomas Fine, Sándor Halász, Claudia Cooper, Sean Nestor, Member, Adrienne Armstrong, Hal Hamer, Member.

Absent:- Shelly Boraby

MSC - Moved Seconded and Carried. Resolutions are numbered R1- 3

Quorum reached at 6:33. The meeting began at 6:37pm.

  1. Approval of Minutes-Minutes of 8/25/21were approved as corrected. MSC -R1
    Minutes of Board Meeting 9/5/21 and on-line/email vote approved as circulated. MSC R-2
  2. General Manager Report - discussed as circulated.
  3. POS System - in process of being set up. Set up should occur in next few weeks and take a couple days to get up and running.
  4. Finance Reports- Tom reported on January -August 2021. 13% reduction in sales over 2020 and approximately 8% increase over 2019. Loss is about $1000.00 because must subtract the PPP loan that was forgiven, which distorts the true picture of our financial status. Need to increase sales continues.
  5. Outreach Committee- Adrienne had no report. She will set meeting soon. Need an advertising budget.
  6. Resolutions Needed -
    1. It is hereby resolved on September 22, 2021, at a duly held Director's Meeting that Toledo Natural Food Cooperative, Inc. dba Phoenix Earth Food Coop enter into an eight(8)-Year, 0.86%-Interest Mortgage Note and Cognizant Promissory Note with Real Phoenix LLC for Forty-five Thousand Dollars ($45,000.00) to purchase 1447 W Sylvania Ave., Toledo, OH and be it further resolved that Adrienne Armstrong, Vice President or Thomas Fine, Treasurer be the signers for these obligations. MSC R -3
    2. It is hereby resolved on September 22, 2021, at a duly held Director's Meeting that signers on all existing financial accounts for Toledo Health Food Cooperative, Inc. be modified to remove Helen Elden and Lisa Blake as signers and Jackie McKown be authorized in their stead, effective immediately. MSC - R-4
    3. It is hereby resolved on September 22, 2021, at a duly held Director's Meeting, that Toledo Natural Food Cooperative, Inc. change the statutory agent with the Ohio Secretary of State to Anita Levin, effective immediately. MSC R-5
  7. Planning for Annual Meeting - to be held Sunday October 24, 2021, over WebEx. Anita, Hermann and Sandor are up for reelection as well as we hope to interest some newer members to join the Board. Sean will forward the Nomination Papers to prospective Board members. Agenda was discussed. Motion that any additional items shall be discussed/voted upon by email. MSC -R-6

  8. Review of Action Items - Items added:

    Adrienne - To set up Outreach Meeting as soon as possible.

    Anita - Change Statutory Agent with Secretary of the State.

    Sean - Change signers on all financial accounts.

    Anita - Forward Annual Meeting Minutes from 20210 to Hermann

    Adrienne/Tom - Sign for Coop at Closing on 1447 W Sylvania

  9. Adjournment: Motion to adjourn. The meeting was adjourned at 8PM. MSC - R7

Respectfully submitted, Anita Levin Secretary