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Oryana Board of Director's Meeting Minutes 2010

June 17, 2010

Present at the meeting were: Board Members Craig Mulder, Pete Lepczyk, Ken Kit-tu-gua, Derick Hall, Rebecca Teahen, Jim Dagwell, Amy Tennis, Samantha Tengelitsch, Sean Burns; General Manager, Stephen Nance; Board Assistant: Sharon Flesher. Guests: Tom Slater.

Welcome: Craig convened the meeting at 5:45 p.m. The March minutes were reviewed and accepted, as were the GMM minutes from April 15. Craig reviewed the Board Calendar for the next three months.

Public Input: Tom Slater asked that hard copies of the board meeting agenda be posted in the store at least three days prior to the meeting. Steve said he will make sure it's visibly posted in the store. Rebecca said she received a request from a member to resume videotaping of the board meetings.

Steve presented his GM report. The June 16 Member Appreciation Day set a new record sales of about $80,000. Steve and some of the staff attended the annual CCMA meeting. Sales are up, memberships are up, labor costs are down. A shelf collapsed in the receiving department, causing some stress, but no injuries. A significant event is being planned for the fall with Michael Schuman, an expert on local economics.

Derick reported on the CCMA meeting in Bloomington. Workshops included local sourcing, member loyalty and new technology. He said he came away with the feeling that Oryana is on target with philosophy with other co-ops, but a bit behind on technology. Ken said he focused on educating himself on being an effective board member.

Monitoring Report on Financial Condition and Activities, 1st quarter: The board reviewed Steve’s written report. Craig inquired about the definition of “sufficient member equity.” Steve said staff is considering a revamping of the membership package, which could impact equity. All agreed with Steve’s interpretation of the policy and his evidence that he’s in compliance.

Jim moved, Samantha seconded:

MOTION The Board accepted the General Manager’s monitoring report on Financial Condition and Activities. The Board reached consensus.

Monitoring Report on Asset Protection: The board reviewed Steve’s written report. Steve explained in more detail the measures management has taken to prevent further incidents such as the recent shelving collapse. Oryana has also renegotiated its store insurance policy to get more coverage at a lower price. All agreed with Steve’s interpretation of the policy and his evidence that he’s in compliance.

Ken moved, Pete seconded:

MOTION The Board accepted the General Manager’s monitoring report on Asset Protection. The Board reached consensus.

Monitoring Report on Communication and Support to the Board: The board reviewed Steve’s written report. All agreed with Steve’s interpretation of the policy and his evidence that he’s in compliance.

Amy moved, Samantha seconded:

MOTION The Board accepted the General Manager’s monitoring report on Communication and Support to the Board. The Board reached consensus.

Review Goals from Board Retreat: Rebecca and Amy started the discussion of enhancing Board development. The Board agreed to include on its September agenda a discussion on board recruitment. Amy and Ken will work on this item. Samantha has talked to a local GMO expert who is willing to educate the board on the issue. After much discussion on purchasing policy, Craig suggested that Derick and Samantha poll board members by e-mail to find out which topics they would like to address for board education.

On behalf of the cooperative economics subcommittee, Craig suggested the board focus on learning more about what it means to be in a cooperative. Derick said this topic came up at the CCMA meeting and was perplexing for those at the workshop of co-op managers. Amy will work with Craig to draft short sessions to present at future board meetings.

Board Member Compensation: The board discussed the form of compensation, which will be either Bay Bucks or an Oryana gift card. Steve will check with the accountant to find out which is simpler, with a preference for Bay Bucks. The compensation will be set at $50 for directors, $75 for officers and $100 for the president.

Pete moved, Ken seconded:

MOTION The Board set the stipend for the board at $50 for directors, $100 for the president and $75 for other officers, beginning in August. The GM will decide the manner of distribution, with a preference for Bay Bucks The Board reached consensus.

GM Compensation: Craig outlined a process for setting compensation for the GM. Two board members will draft a Request for Proposal and have the GM prepare a proposal. Craig, Amy and Sean will work on the RFP, present it to Steve for review and bring it back to the August meeting.

Pete moved, Sarna seconded:

MOTION

The Board accepted the proposed language for its Ends Policy on Economy. The Board reached consensus.

Sean moved, Sarna seconded:

MOTION The Board accepted the proposed language for its Ends Policy on Education. The Board reached consensus.

Board Compensation: The board considered proposed changes to the bylaws that would allow board members to receive a stipend in addition to a store discount. Thane said that many boards are switching to stipends instead of discounts because it's easy to budget.

Board Officers: The executive committee suggested the following slate of officers for the following year: Craig Mulder, president; Amy Tennis, vice president; Rebecca Teahen, secretary; and Sean Burns, treasurer. As part of board development, the board will revise its process for choosing officers in future years.

Derick moved, Ken seconded:

MOTION

The Board elected its officers as Craig Mulder, president; Amy Tennis, vice president; Rebecca Teahen, secretary; and Sean Burns, treasurer. The Board reached consensus.

Public input: Tom Slater shared that he was happy to spend his 60th birthday at the Oryana board meeting. Happy birthday, Tom!

Adjournment: The public meeting adjourned at 8:25 p.m.

Next meeting: July 15, 5:45-8:30.

May Meeting Cancelled

April 15, 2010 - General Membership Meeting

Welcome: Board president Craig Mulder convened the meeting at 6:25 p.m., reviewing the agenda and thanking the musicians, cooks, servers and

The current board members introduced themselves. Craig recognized the three outgoing directors – Bruce Odom, Sarna Salzman and Ulle Koolmar.

Candidate Speeches: The candidates for the board were introduced and made brief statements about their reasons for seeking election. Candidates present were Derick Hall, Ken Kit-tu-gua, Amy Tennis and Craig Mulder. Craig read statements from candidates Samantha Tengelitsch and Jim Dagwell, who were not present.

Bylaws Proposal: Craig explained the proposed bylaw change, which would allow board members to receive a stipend of up to $75 per month in addition to a store discount. The goal is to attract and retain board members.

Board Update: Craig gave an update of the board's work for the past year. The primary accomplishment was to hire a new general manager to replace Bob Struthers, who resigned due to moving out of state. After a long search and interview process, the board selected Steve Nance as general manager.

State of the Co-op: General Manager Steve Nance gave his first state of the co-op address. He praised former GM Bob Struthers as being instrumental in a successful transition. He praised the staff and introduced those present. He noted the co-op ended the year with cash on hand and a slight growth in revenue, which was remarkable in the current economy. Sales are up so far in the first quarter of 2010 and the co-op had its highest sales day in history in March. He summarized some of the initiatives the staff is taking to improve the store and the shopping experience as well as the co-op's community involvement.

Community Grant Presentations: Representatives of non-profits vying for the 2010 community grant from Oryana introduced their organizations.

Approval of 2009 Minutes: The minutes from the 2009 General Membership Meeting were approved.

Election results:

After a committee of volunteers completed counting the ballots, the following election results were reported:

Jim Dagwell 51
Derick Hall 72
Ken Kit-tu-gua 69
Craig Mulder 77
Samantha Tengelitsch 70
Amy Tennis 72
Other (Amy Moehle 1)

Bylaws change:

Yes 64
No 23

Adjournment: Craig adjourned the business portion of the meeting and invited the membership to stay for music and other entertainment.

March 18, 2010

Present at the meeting were:
Board Members: Craig Mulder, Pete Lepczyk, Bruce Odom, Rebecca Teahen, Ulle Koolmar, Sean Burns; General Manager, Stephen Nance;  Board Assistant: Sharon Flesher.
Guests: Tom Slater , Derrick Hall, Kathy Herbst.

Welcome: Craig convened the meeting at 5:45 p.m.  A couple of additions were made to the agenda. The previous month’s minutes were reviewed and accepted, after corrections.

Board calendar: Craig reviewed the Board Calendar for the next three months.

Public Input: Kathy Herbst, a new member, recommended educational materials that the co-op could use to make members more aware of GMOs. Tom Slater asked about the success of the co-op's first movie night, the showing of “Food Inc.” Derrick said it was informative.

GM Report: Steve presented his GM report. The March 17 Member Appreciation Day set a record sales day of $64,939, which would've been $71,719 without discounts. February sales are up almost 11% over last year and labor costs are down from last month. The staff is meeting with three outreach firms to find out what type of marketing services they could offer Oryana. Steve is also working on the budget.

Monitoring Report on Ends Policy on Economy: The board reviewed Steve’s written report. All agreed with Steve’s interpretation of the policy and his evidence that he’s in compliance.

Sarna moved, Pete seconded:

MOTION

Monitoring Report on Ends Policy on Localism: The board reviewed Steve’s written report. All agreed with Steve’s interpretation of the policy and his evidence that he’s in compliance.  Steve is working with Jane, the accountant, to try to extract better data on the amount of purchases that are from local vendors. Steve has compared Oryana's local supply chain with some other co-ops and says we have a great network of local vendors.

Sarna moved, Rebecca seconded:

MOTION

Attorney report: Steve said a member wanted to start a petition to have an employee who left the co-op years ago reinstated and requested the members' list for that purpose. Barry Levine issued an opinion that the petition is inappropriate and that the members' list is restricted information.
Board Members who are Staff: The Board discussed adding language to its Policy 4.9, Board Members Code of Conduct, to specify obligations and restrictions for staff members who are elected to the board.
Pete moved, Bruce seconded:

MOTION

Proposed Changes to Ends Policies:  Thane Joyal, the co-op's consultant, joined by speaker phone. The board considered language changes to a couple of its Ends Policies.
Pete moved, Sarna seconded:

MOTION

Sean moved, Sarna seconded:

MOTION

Board Compensation: The board considered proposed changes to the bylaws that would allow board members to receive a stipend in addition to a store discount. Thane said that many boards are switching to stipends instead of discounts because it's easy to budget.
Pete moved, Sean seconded:

MOTION

Review goals from retreat: Sean said one goal for expansion is to get member input. The current site is projected to max out its capacity in about 45 months.  Craig said the board will need to consider its role in any expansion process. Bruce reported on member linkage goals, suggesting that a small survey might help. Sarna reported on the cooperative economics goals, which include emphasizing the importance of ownership and supporting other regional co-operative efforts. Rebecca will email the board for feedback on the goals for board development.
General Membership Meeting: Craig will email an agenda. Bruce has talked to some local musicians; Steve will ask some of the musicians who play in the store already if any are interested in providing entertainment. The board will continue to brainstorm other elements of the evening's activities through email.
Public Input: None given.
Thank you: To Bruce, Sarna and Ulle for their service to the board.
Adjournment: The public meeting adjourned at 8:15 p.m. The board went into closed session to discuss a question regarding GM compensation.

Next meeting:  General Membership Meeting, April 15, 5:30-8:30, Grace Episcopal Church; next board meeting is May 20, 5:45 p.m., Oryana.

February 18, 2010

Present at the meeting were:
Board Members: Craig Mulder, Samantha Tengelitsch, Pete Lepczyk, Bruce Odom, Amy Tennis,  Rebecca Teahen; General Manager, Stephen Nance; Store Manager: Jody Gagnier; Board Assistant: Sharon Flesher.
Guests: Eva Teiter, Tom Slater , Derrick Hall, Geri.

Welcome: Craig convened the meeting at 5:45 p.m.  The agenda and previous month’s minutes were reviewed and accepted.

Board calendar: Craig reviewed the Board Calendar for the next three months.

Public Input: Tom Slater distributed a copy of an agenda from Long Lake Township to demonstrate how another entity handles public comment. 

GM Report: Steve presented his GM report. Sales are good but labor costs are higher than expected and will be examined. Steve attended the NCGA meeting in Tuscon. Bob Struthers spent the previous week at the store helping with the transition. The store raised $3400 from sales for Haiti relief. Steve is evaluating new marketing consultants. The first staff movie night is Feb. 28; Food Inc. will be shown in the receiving area.

Monitoring Report on Policy 2.4, Financial Condition and Activities: The board reviewed Steve’s written report. All agreed with Steve’s interpretation of the policy and his evidence that he’s in compliance.

Pete  moved, Bruce seconded:

MOTION

Cafeteria Plan: Steve asked for the board to pass a resolution to allow the co-op to reinstate a cafeteria plan for health coverage. Steve read the resolution, which would give employees more options and save the co-op money.
Amy moved, Pete seconded:

MOTION

Proposed Policy on Public Comment: Craig recommended the board add policy 4.3.5: “As warranted by time constraints, the Board can place a limit on public comment of 3 minutes per speaker and 10 minutes per group and the Board can limit comments from speakers other than directors and the General Manager to the defined public comment periods.”

Samantha moved, Rebecca seconded:

MOTION

GMM:  Bruce and Samantha reported on behalf of the planning committee. The goal is to encourage more member participation. There will be food, perhaps music, and activities. Possible locations were discussed; Grace Episcopal Church emerged as the favorite, from 6-8pm April 15. Six board seats are up for election.

General Manager Compensation: Craig distributed an article from Cooperative Grocer about establishing a process for general manager compensation. The board discussed the ideas and most were in favor of using a similar process. Discussions will continue at the May or June meetings.

Board Retreat: The board discussed a March 7 retreat, including potential agenda items. The retreat will focus on setting board goals for the coming year.

Adjournment: The public meeting adjourned at 8:20 p.m.  The Board went into closed session to discuss an employee issue.

Next meeting:  March 18, 5:45 p.m., Oryana.

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2009 Board Meeting Minutes in PDF

 

 

 

The next board meeting isThursday, August 19 at 5:45 pm at the Traverse Area District Library, 610 Woodmere Ave. T.C.

 

 

 

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