260 East Tenth Street | Traverse City, MI 49684 | (231) 947-0191

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Oryana Natural Foods Market

Meeting Minutes

April - General Membership Meeting, Unapproved Minutes

Oryana General Membership Meeting Notes - Unapproved

April 17, 2014

Welcome:  Amy convened the meeting at 6:55pm and welcomed the members on behalf of the Board.  Amy commended Oryana.  Discussed how the Board spent the year preparing for a possible expansion and monitored Steve and the co-op’s performance through his Board reports on Ends.  She announced that there are no changes to bylaws this year. 

Review and Approval of 2013 Minutes: Amy called attention to the minutes distributed on each table and called for a vote to approve.  The membership unanimously voted to approve.

Candidates Statements:  Thanks to Board members whose term is up: Ken Quitugua, Kaitlyn Burns, Erica Heller and Jim Dagwell.  Amy called for any Board nominations from the floor: there were none.  Board candidates introduced themselves and spoke to the membership about why they wish to serve on the Board and their personal strengths.  Candidates present were Amy Tennis, Ken Quitugua, Jim "Dags" Dagwell, Chuck Mueller, Holly Jo Sparks, Kaitlyn Burns, Bryan Black, Christina Carson, and Hillary Gessner.  Candidates Erica Heller and Laura Scredon did not attend.  Amy noted that the membership would be able to cast their final vote after the candidate statements.

Steve thanked Membership for attending the meeting and acknowledged the Kitchen staff, EMOE department, and other Staff for all their hard work organizing this event.  Steve recognized Nadia, a member who was attending her 14th consecutive meeting- starting when she was 9 months old.

State of the Co-op Address:  Steve

General Update- Annual Sales for 2013 were $14,315,357.99 (exceeding target of $13.6 M) and 2014 Year-to-date Sales are $3,534,659.63.  2013 Yearly Sales Growth was 15.74% (exceeding target of 10%) and 2014 Year-to-date Sales Growth is 11.98%.  Monthly Customer Count is trending up and is above last year.  Percentage of sales to Members is also above last year, staying in the 66-70% range so far this year.  Total memberships are also increasing- Oryana finished the year with over 6,000 members and now has 6,124. Net income for 2013 was $740,139, 5.17% after taxes (exceeding 2.9% target).  Total Assets of $4,501,859.  Total Liabilities of $1,304,641.39.  Liquidity Ratios Current Ratio:  Current Assets/Current Liabilities equals 3.44(means that the co-op has $3.44 (in cash or inventory) for each $1 owed in the short term).  Working Capital: Current Assets- Current Liabilities equals $1,589,902.34.  Total Debt/Total Assets equals .29 (means that the co-op has $1 in assets (what we own) for each $.29 that is owed (at this time - Mortgage). 

Store Updates:  Updated utility area in Southeast corner of the parking lot.  Re-stained wood siding.  Addition to Receiving for new Cardboard Baler.  New handrails at the West Café entrance.  Planted a 40th Anniversary commemorative garden.  Installed energy-efficient lighting and cooler systems.

Steve explained that when we operate the business in a fair, efficient and wise way, we are able to invest more towards fulfilling our Ends Policies. 

Economy: Continued Store growth equals more local economy and the potential for additional Oryana locations: sales of $14.3M, Growth of $15.74%, patronage rebate (Average of $15.95 per member), payroll of #3.13M, collaboration with Great Lakes Cooperatives, TBA Credit Union and Cherryland Electric.

Localism: Over $1.6 million in local product purchases, 128 local farmers, suppliers and producers, and 80 community partners all equal more support for local businesses.  Steve also serves on the board of the Traverse City Food Hub, Bay Bucks and other collaborations.  Sandi McArthur, the Education & Outreach Coordinator, is on the Food Rescue Board.

Wellness: Oryana promotes the relationship of good food and health at outreach activities in the community.  6,124 members and thousands of other shoppers each month experience that connection.  In 2013, the co-op recycled 489,800 pounds of materials, donated 21,051 pounds of food to Food Rescue, the Wellness department reached $2M in sales, with the Produce department close to $2M.  Oryana has a continued commitment to product guidelines (local certified organic, sustainable local, certified organic, and Non-GMO).

Education:  Oryana educates the community through outreach events, presentations, cooking classes, tours, in-store demos and school classes.  In the last year over 3,500 community members were reached and 3,017 students were reached since August.

Community:  Oryana is celebrating 41 years of community.  Over 200 local organizations received sponsorships and donations.  Since 2009 the co-op has given $26,500 through the Community Grant Award (and $5,700 more will be donated tonight!)

Model Workplace:  130 happy staff members: 64 full-time and 66 part-time.  82% are eligible for healthcare coverage and Oryana contributes to make it affordable.  Oryana hosts a staff appreciation picnic and holiday party as well as providing a summer and year-end bonus.  Approximately 1,134 hours were dedicated to staff training and development (not including everyday job training).  Oryana monitors staff satisfaction through surveys and scored the most improvement that the co-op consultant had ever seen (and the initial scores were very good!)  Leadership and staff created Oryana Values that solidified a culture of open communication contributes to the Amazing Oryana Experience that members and customers receive.

Oryana Imagined 2022 and Expansion:  Steve explained the origin of the 2022 vision and that expansion is still a possibility, though Oryana is still in the feasibility phase.  Several factors impact the decision to move forward:  board alignment, staff and organizational development, confirming the need (market studies), financials, location and logistical options.  Steve will present his recommendation to the Board this fall and the Board will decide whether or not to move forward in October.  Steve then explained what's in it for members & staff:  a better shopping experience, more cooperators, more local producers, more money staying local, more jobs in the community, the ability to serve a wider community, more cooperative economy, more focus on resilience, more healthy-fair-trade-local-ecologically sustainable stuff, more Amazing Oryana Experience, and more staff opportunities.

April and beyond:  Steve asked membership how they felt about the new MAD approach (Shop your own MAD Day) which was met with clapping and cheers of approval.  Steve talked about upcoming events including Earth Day, a blood drive, another year of Oryale from Right Brain Brewery, and Oryana being nominated as a finalist for the TC Chamber Small Business of the Year Award - the winner will be announced at the end of May. 

In honor of community member, co-op supporter, and resiliency advocate Bob Russell, Oryana will be donating 2% of sales on a day in November to the Bob Russell Memorial Fund. 

Board Q & A: 

Member asked how our financial ratios compare to other businesses.  Steve shared that through the National Cooperative Grocers Association (NCGA) Oryana is considered a high-performing co-op and its numbers are strong even compared to conventional grocers.
Member asked why Acme is being considered as opposed to somewhere West.  Steve responded that the demographics are very different in the two locations.  The second market study will be reviewed by the Board. 
Member commented that he shops at Oryana in part because it supplies living wage and a great work environment for its staff. 
Cindy Shapiro commended all the youth-oriented programs, articles, events, etc and wanted to know how she could stay informed of those activities.  Steve replied that we use several media outlets to share information about our outreach- newsletter, Facebook, Oryana.coop/events, outside media. 
Member wanted to know if the Working Members program will be reinstated.  Steve responded that we can utilize volunteers for activities that staff normally would not be scheduled to coordinate.  This decision was a result of maintaining a Model Workplace and is in accordance with labor laws.

Treasurer's Report:  Jim Dagwell, Board Treasurer and member of the Executive Committee, presented the Treasurer's Report and called attention to the printed copy distributed at each table.  Amy asked for motion to approve the 2013 Treasurer's report.  Membership unanimously voted to approve.

Community Grant Recipient:  The 2013 Community Grant Recipient was ISLAND.  Amanda Kik, Co-Director and Co-Founder of Island discussed the creation of the Preservation Station- a canning station on wheels. The trailer is equipped to host canning parties and events on location with all the supplies and amenities necessary to put up food safely, including an ISLAND consultant.  Many thanks to Oryana for supporting ISLAND with the grant.  The ISLAND Annual Benefit Concert is Saturday for those who wish to attend. 

Membership has chosen the TC Community Garden as the 2014 Community Grant Winner.  Alex Campbell accepted the award on behalf of the Garden and shared that the grant will go towards a deer-proof fence and water supply.   He thanked Oryana for its continuing support.

Board Election Results: 

The following members were elected to the Oryana Board of Directors for the five open seats:

Amy Tennis (125 votes)

Ken Quitugua (115 votes)

Kaitlyn Burns (115 votes)

Jim Dagwell (104 votes)

Holly Jo Sparks (103 votes)

Other votes Included:

Chuck Mueller (83 votes)

Erica Heller (74 votes)

Christina Carson (71 votes)

Bryan Black (52 votes)

Hillary Gessner (49 votes)

Laura Scredon (13 votes)

Public Input:  Lisa Danto of the Traverse Bay Area Tobacco Coalition congratulated Oryana and Steve for its success and thanked him for designating Oryana a tobacco-free campus.  She was pleased to announce that the Cherry Festival will be smoke-free this year.  Volunteers for a smoke-patrol can sign up online: training will be provided and there are perks.  Ann Arbor is attempting to go tobacco-free like Traverse City- anyone interested in helping can contact her for more information.

The next Board Meeting will be held May 15th in the conference room at Oryana.  Members are welcome to attend.  Dinner is provided.

Amy adjourned the meeting at 8:31pm.

 

March

Present at the meeting:

Amy Tennis, Chris Miller, Kaitlyn Burns, Jim “Dags” Dagwell, Rebecca Teahen, Ken Quitugua, Sean Burns, Erica Heller, Chelsea Dennis

Oryana: General Manager:  Steve Nance, Board Assistant: Gabby Hill

Guests: Tom Slater, Jules Shellby; Board Candidates: Holly Jo Sparks, Chuck Meuller,

Welcome:  Amy convened the meeting at 5:34.  Guests were introduced.  Minutes from the last meeting were approved by email. 

Board Calendar: No changes to calendar.

Public Input: 

Tom Slater: Discussed Oryana as it relates to Pinocchio. 

Jules: Received a letter regarding Community Partner Program and discounts/services.  She would like to offer services to Oryana’s employees through the EAP program. 

Holly Jo: Attended the Small & Emerging Co-op Conference.  Is a Board Candidate

Chelsea:  Coffee movie date and details finalized.  The film poster is available for distribution.

Chuck:  Here to learn, observe.  Daughter participated in Canstruction with East Middle School, one of the schools to which Oryana donated cans. Is a Board Candidate

GM Report – Steve: 

March numbers are better than budgeted:  Monthly sales- up, Members- still above 6000, Member sales- up, Member sales percentage- around 65%, Customer Count- up, Market Basket- OK, Labor to sales %- being watched.

Steve attended the Great Lakes Conference of Co-ops in an effort to support and grow co-operatives.  Met Lillie Wolff , Co-Executive Director of ERAC/CE and looks forward to collaborating with her in the future.  Steve and the Store Manager, Eldon, will attend the Spring NCGA Conference.  Emerging Co-op Seminar Monday- Steve was a presenter- focus was primarily on producer co-ops.  On Monday, 2% of sales were donated to the Grand Traverse Conservation District.  Homeless Drive has collected $3300 so far, not including food.               MAD all month- Members seem pleased with the change.  Both COOP Deals flyers will be available on the website so members can plan.

Patronage will be sent out– members should receive their checks before the GMM, which is set for April 17th at TC Central High School.  Members can vote on the Community Grant until April 15th and for Board Candidates through the GMM. 

Expansion status: Still in feasibility stage; logistics confidential.  Market Study- CAT Study in June, On-site visit in May, Completed by July.  Steve recommends that Board decides whether to move forward or not in October.  Bylaw review - done. We can offer Member Loans shold the Board decide.

Oryana for Good:  These metrics were compiled by our Communications Manager, Marika:

Outreach events, presentations, cooking classes and tours = 7
People reached = 41
In-store demos = 24
Customers reached = 1800
School classes = 6
Students reached = 300

Oryana was featured in the media 10 times in the last month.

Monitoring Report:

2.5 Financial Condition Planning and Budgeting

The Leadership Retreat with Zingtrain led to Departmental Business Plans and the development of Oryana Financial Goals for 2014.  Oryana Business Plan includes Planning Business Goals, Objectives, Strategies, Financial Planning, Strategic Planning and Visioning as well as Tactical Task groups to support goals for 2014.  Task groups include:
Customer Engagement, Price Perception, Product Safety, MAD, Member Engagement, Communications, Local vs. Organic, Service and Store Conditioning

Economy & Localism

Oryana purchases over 1.6 million in local product from 128 local vendors- translating into over $14 million in sales.

Oryana participates in GL Collaborations which supports cooperative economics.

Staff, the Community and Members benefit because more money stays local!

Reviewed upcoming events.

Motion to accept:         Action: Ken moved.  Erica seconded.

                                    The Board accepted the General Manager’s monitoring reports on

                                    Economy & Localism and 2.5 Financial Planning and Budgeting.

                                    The Board reached consensus.

Committee Report Out 

Ad Hoc Committee

Sean reviewed the $100,000 spending cap in the Executive Limitations and discussed with Board and GM.  The Ad Hoc Committee concluded that the GM is already accountable for expenditures to the Board and that the spending cap restricts the GM operationally.  It also conflicts with the Policy Governance Model since the Board would be influential in operational decisions. The Ad Hoc Committee suggests removing the Executive Limitation altogether. 

Motion to accept:         Action: Rebecca moved.  Kaitlyn seconded.

                                    The Board accepted the removal of the Spending Cap 2.4.10.

GMM Planning

 Amy requests that board members sign up for volunteer tasks- the event planning is almost complete.

Board Development Activity:  Market Study Articles

The Board received the article Information Leads to Opportunities for Improving Sales by Debbie Suassana (lead on Oryana’s next marketing study). Steve reviewed the article as applied to Oryana’s structure and business model.  Marketing strategies focus on differentiation and segmentation.  Market Studies measure trade area, demographic, SWOT (Strengths, Weaknesses, Opportunities & Threats), consumer behavior, market share, and potential.  A Consumer Address and Transaction (CAT) Study will be conducted in June to round out previous studies.  An on-site visit in May will preemptively define parameters of study, which should be complete by July.

Next Meeting Review: Date, time and agenda 

General Membership Meeting - April 17th, Traverse City Central High School

State of the Co-op speech
Finance Report
Membership Report
Reading/Action on previous year’s minutes
Election 

Public Input & Discussion:

Holly Jo asked for clarification regarding the market study and whether it would take into account food desert situations.

Tom provided articles regarding high sugar levels in food and caffeine in children’s food.  

Ask not what’s in your food, but what your food is eating.  There was a valentine for Marika in the Northern Express.

Chuck was pleased to be at the meeting and looks forward to continued cooperation with Oryana.

The meeting was adjourned at 7:40 pm.

 

February 

Present at the meeting:

Amy Tennis, Ken Quitugua, Jim Dagwell, Erica Heller, Chris Miller, Kaitlyn Burns, Sean Burns, Chelsea Bay Dennis

Oryana: General Manager:  Steve Nance, Board Assistant: Gabby Hill

Absent: Rebecca Teahen

Guests: Tom Slater, John Gessner, Hillary Gessner

Welcome:  Amy convened the meeting at 5:37.  Guests were introduced.  Minutes from the last meeting were approved by email. 

Board Calendar:  March ends are Economy & Localism:  potential meeting at Black Star Farms.  Small Co-op Conference is March 17 in Traverse City.

Public Input: 

Tom Slater – Is enjoying the warmer weather and kayaking up the Boardman River.

GM Report – Steve: 

January numbers up from last year- higher market basket, similar # of shoppers.  February is a little flat- predicting 6% growth. 

MAD day revision:  Steve created Task Team that went through a process that resulted in recommendation to GM of a new approach one month each quarter:  Member Appreciation Month.  Members can select one shopping trip within that month to receive an extra 10% discount.  .  The Team used information gathered by the recent shopper survey and other information.  Some reasons to change - Not many of the members come in for MAD:   only about 1500 participate now. Operationally, labor will take a hit for labor vs. sales but more members will take advantage of it.  POS will track discount

Oryana is making a $50,000 loan to the NCGA-DC loan fund.  Loans are used for Co-op growth and to fund new co-ops and current co-op expansion projects.  Loans are paid back within 12 years with interest.  NCGA co-op members are eligible, as are independent stores.  We are also eligible to apply for a loan should we expand.

Expansion Project:  The third market study has been commissioned. 

Our attorney is reviewing the DC contract before Steve makes a recommendation for which consultant to hire. 

Our bylaws are being reviewed by the Ad Hoc Committee and our attorney. 

The Q & A about expansion is complete.  Steve asked if the Board believes it is ready to be shared with Leadership Team and staff.   They agree.

Steve has had some discussions on potential options in target area.

Fresh Thyme is opening the first 23 stores in the next couple years.  They plan to open 60 total.

A Leadership Retreat is scheduled for next Friday to conduct 2014/2015 business planning.   Zingtrain is leading.  One goal for the retreat is to streamline the planning process so it doesn’t detract from Operations. 

Woody will be here tonight to discuss survey results.  Customer engagement, price perception, product safety, MAD, Member Engagement, Communications, Local vs Organic and Service/Store Conditioning are all takeaways. 

Oryana for Good:  These metrics were compiled by our Communications Manager, Marika:

Outreach events, presentations, cooking classes and tours = 8
People reached = 252
In-store demos = 33
Customers reached = 1,975
School classes = 16
Students reached = 488

Lots of sponsorships & donations:  the Beehive Collective, the Traverse City Winter Comedy Arts Festival, VASA Ski Club, Great Lakes Culinary Institute, Women’s Winter Tour, Food Rescue & Goodwill’s Empty Bowls Project, the Cherry Capital Mens’ Chorus, and On the Ground.

The numbers… 6005 members! 

Monitoring Report:

2.4 Financial Condition and Activities – 4th Quarter and Full Year

Growth:  15.74%, exceeded target growth of 10%. Sales:  $14,315,357, exceeded target of 13.6 million.  Gross Margin: 37.76, exceeded target of 37%.  Inventory Turns – not quite 18- not quite to the target of 20.  Performance to Budget- income exceeded budget.  Net income up.  More sales to members – over 70%- seem to correspond to higher store sales. 

Capital projects completed – investment paid off.  Oryana paid off lease from expansion and remodeling loan which changed the mortgage to just over $600,000.  Invested in the building (installed compactor, re-stained siding, re-designed the utility area.

Members enjoyed our 40th Celebration at the GT Commons.  Gave back to staff this year. 

Recommending Patronage this year!  Up to Board to vote.

Motion to accept:        Action: Chelsea moved.  Sean seconded.

                                    The Board accepted the General Manager’s monitoring reports on

                                    Ends Policy and 2.4 Financial Condition and Activities – 4th Quarter

                                    And Full Year.  The Board reached consensus.

Motion to approve Patronage:  Action: Dags moved. Ken seconded.

                                                  The Board accepted the General Manager’s recommendation for

                                                  Patronage.  The Board reached consensus.

Committee Report Out  Sean Burns

Ad Hoc Committee

Member Loans- our bylaws support member loan programs.   CDS consultants Thane and Leslie agree that we don’t need a bylaw change to accommodate.  Steve has our attorney is reviewing.  If a change is necessary it doesn’t have to coincide with GMM. 

Spending Cap:  Steve submitted recommendation to committee and they are taking it under advisement.  Committee will make a proposal next month.

GMM Planning

The event is planned- location, food, etc.  The Events team will set a March Meeting and the Board can sign up for tasks.

Board Development Activity:  Sherwood Smith- Avenue ISR

Woody presented the results of the Oryana Survey.  740 members from the Oryana contact list and 150 people from the Ticker Bench participated.    Oryana had lots of positive feedback.   Steve responded to board that we have Task groups are already in place to address issues like price perception and MAD days.

Next Meeting Review: Date, time and agenda    March 20, Oryana, 5:30-8:30pm

Monitoring Report: 2.5 Financial Planning and Budgeting & Ends Policies on Economy & Localism
Board Development Activity:  Steve suggests a few articles on Market Studies & Site Selection and possibly a video conference with a consultant.
Committee Report Out: General Membership Meeting-update, Ad Hoc Committee- final recommendation for changes to policies

Public Input & Discussion:

Chelsea – “Connected by Coffee” will premiere April 2nd at the Fair Trade Federation conference in Indianapolis, IN.  Also, On the Ground will host a reunion for supporters of The Chiapas Water Project on Saturday, March 1st at the Old Art Building in Leland from 6pm to 10pm.  There will be food, drinks, a live and silent auction, dancing and live music. 

The meeting was adjourned at 7:54 pm.

 

January

Present at the meeting:  Amy Tennis, Ken Quitugua, Kaitlyn Burns, Jim Dagwell, Chelsea Bay Dennis, Chris Miller, Rebecca Teahen

Oryana:  General Manager: Steve Nance; Board Assistant: Cindy (Jurik) Carr,

Store Manager: Eldon Horner, Human Development Manager: Wendy Walter

Absent:   Sean Burns, Erica Heller 

Guests:   Tom Slater, John Gessner, Hilary Gessner, Jordan Yeatts (Oryana employee)

Welcome:  Amy convened the meeting at 5:48 p.m.  Board members and guests were introduced. Minutes from the last meeting were previously approved by e-mail. 

Board calendar:  The board reviewed its calendar for the next three months.  No other changes to agenda or board calendar. 

Public Input:

Tom Slater – The most recent issue of “Black & Gold,” the school paper for Traverse City Central High School featured health, and while the terms vegan and vegetarian were somewhat confused in the paper, one student mentioned he purchases his vitamins at Oryana.  The Business News featured the growth in Acme in an article, and wrote that Oryana is opening a second location there in next 18-24 months.  Tom is concerned about the potential location of an Oryana in Acme especially relative to the Meijer store planned there.  Tom would like to see perhaps a smaller Oryana, with a more selective product line.  Special order items from the TC store could be transferred to this smaller store at customer request. 

Chelsea – Oryana is one of the major sponsors of Stone Hut Studios’ “Connected by Coffee” film, made by her and her husband, Aaron.  The film’s world premier will be screened in Indianapolis.  They would love to have it appear at the State Theatre here in Traverse City. Steve commented that Oryana will consider sponsorship possibilities.

GM Report – Steve:

An article on feeding a family on a budget at Oryana appeared in today’s Record Eagle in the Food section, as a direct result of a similar article in the store newsletter.  The article is also in the on-line version of the paper. 

Concerning the article in the Business News noted by Tom, it was the Hot 100 list. They did not contact staff that we are aware of for the information.

The numbers!  Sales, Labor to Sales up from end-of-year employee bonus, Monthly Customer Count – we’re still having more people come through the store -  up 8.74%., Market Basket – up 6.5% from 2012..  Membership now exceeds 5,900 local owners!  Member Sales Percentage shows a trend line at 62%, which is great because they are our owners and that’s why we’re here; engagement, loyalty.

Books are closing on 2013.  Fourth quarter Sales are up more than 15%.  The co-op has paid off some loans, and all expenses of the building addition work, compactor, and lighting.  We are examining whether our second year of Member Patronage will be a go.  We’re showing annual growth of 15%, and annual sales in dollars right around $14 million.  This amounts to $1,590 dollars in sales per square foot.  For 2014, Steve is looking at around $1,700-1,800 per square foot.  These are levels where shopping experience may suffer. 

Status report:  A new shopper survey was recently completed, that talked about a new store, GMO, customer shopping experience.  ISR will come in and present results to the board. 

SPOD = Succession Planning Organizational Development = thinking long-range about the organization

Big Picture Playbook – multi-year, Metrics – targets, strategic initiatives, check-in.  Completion by March BoD meeting.

Project Report – Oryana Imagined

We’re now in the feasibility phase Board topics include – Member/customer Q&A, GM Limitations, and Bylaws Review.

Consultant analysis – Steve is doing a comparative analysis.  

Market Study #3

Steve reports another market study has just been commissioned to assure that any proposed expansion is a safe thing for employees and members of the co-op 

Announcing…Marika BeVier, our new Communications Manager, starts Monday!  She has worked with the co-op for the past three years through her position with our marketing firm, so she and her wonderful skill set is well-known.

Leslie Watson, our new Co-op consultant is replacing Thane, with the transition taking place over the next year.  Like Thane, Leslie is an attorney, well versed with by-laws and has worked with other co-ops going through expansion.

Grain Train’s new store in Boyne City has opened!  It’s a smallish size, and going well.  They’re adding a member or two a day.  Visit if you’re in the area!

Fresh Thyme – opening a 23,000 square foot store (smaller than a typical Whole Foods), with a similar mix of product and departments as Oryana in Fort Wayne, Indiana.  There are about a dozen of these kinds of stores out there. Venture capitalists back such endeavors for perhaps a 7 year span, then move on to other projects.   On a similar note, a Whole Foods will be going into East Lansing, which will be competition for the existing co-op there.

Boardman Avenue road project may take on a life again, and proposes to connect Boardman to 10th Street.  This project has been out there for two decades; we’ll see what goes on.

Oryana for Good:

On the Ground – Oryana is a sponsor.  Next project is a fundraising run thru Congo.
Resolution Run
Small Farm Conference – Saturday, February 1
Jeff Hughes of Brownwood Farms is going for non-GMO certified labeling.  He changed his product away from sugar beets to non-GMO cane sugar.

Patronage rebate talking points – handout pads available.

How to shop co-op on a budget – website & tours – Marika, Luise, and Sandy

Monitoring Reports:

Ends Policies on 2.7 Emergency GM Succession:

Steve reported on the current Succession System that is in place, headed by a team of two very experienced folks – store manager Eldon Horner and human development manager Wendy Walter.  Their resumes and qualifications were included in Board packet.  This team is continually in communication with Steve, and would carry on with the strategy and plans if needed.  Steve very confident in them.

Eldon spoke to the BoD:  Explained the  division of duties in the event Steve is unable to serve.  Eldon and Wendy would be the interim team until a new GM is selected.  Eldon would continue store management operations.  Wendy would oversee administrative functions.  Higher level decisions would be made as a team, with input from the Leadership Team.  Eldon and Wendy would give the board whatever they need and co-chair leadership team meetings.  They would create all requirements for the Board, such as monitoring reports, etc.  Eldon discussed his current role as store manager, and his ongoing communication with Steve. 

As the store’s Human Development Manager, Wendy is responsible for recruiting, screening, all facets of the payroll and benefits programs, and ensures co-op compliance with government standards.  Since Wendy has been here, the level and motivational fit of new hires has increased exponentially.

Together they have a good working relationship.  Both work with Steve on the SPOD committee.  Eldon has been here 10 years in January, Wendy, 3 years in April.

Eldon is a graduate of Rising Stars’ as well as other internal and external development and is our first graduate of Rising Stars 2. Wendy will be doing Rising Stars NCGA this spring.  She also attends NCGA Human Resources meetings and events

Motion to accept:        Action:      Rebecca moved; Kaitlyn seconded.   

                                    The Board accepted the General Manager's monitoring reports on Ends Policy on 

                                    2.7 Emergency GM Succession.  The Board reached consensus.

Committee report out:

GMM Planning Committee

Amy – the General Membership Meeting is scheduled for April 17, at Traverse City Central High School.  Voting for Board Members is finalized at this event, with candidates in attendance speaking to the membership group.  Steve gives the “State of the Co-op” address, and Jim, the financial report.  There were more than 200 there in 2013, and we’ve set a goal of 300 for this year’s meeting.  Plans are underway for a simplified yet of course delicious menu.  Kaitlyn will put together a story for the next newsletter, due to Luise by 2/10/14. 

Board Development Activity:

Ad Hoc Finance Committee – reported by Chris Miller

Recommend change needed to equity structure and any bylaw change associated with that change. 

Stock share – not issuing at this time (tabled). 

Member loans – These loans present lots of costs and complications, however it would create a vested interest to be a part of that.  If we decide to do that or buying a brick, it would create an investment.  Steve, Thane & Leslie will look at legal issues on this.

Lifting limitations creating additional limit in 2.4 project specific expenditures.  Will work with GM and will present their recommendations to the Board. 

Any by-law changes needed for Loans need to be included in the next newsletter.  Re:  member loans – Steve is researching looking at collaborating and utilizing other co-ops’  language, go through the attorney review and get it out there if needed for or desired for financing of the expansion as it is great for owner buy-in of true ownership.  Steve feels member loans generate excitement for membership. 

Jordan, attending the meeting as a visitor and speaking as a public observer, is in support of the preferred share program.  He has read through Marquette’s paperwork, he is a member there.  Co-op support.  $1,000 investment, 4% return over 5-year minimum.  Steve said it would be cool, they took years…

2.4.10  – Steve will provide the Financial Due Diligence Committee a proposal for an Expansion spending limit waiver but envisions  a robust reporting by GM to Board as well as thresholds for Board of Directors’ okay to exceed Proforma amounts.

Discussion

Growth Elevator Speeches – Steve – He and Marika composed a first round of draft answers.  In a week timeframe, Board members are invited to send any new concerns/questions to Steve.  Board okay’s and Steve will do final review with Marika and submit to Board in the Secure Share
February Member Linkage Event

This has been postponed until the fall.  The committee is taking a look at the meeting objectives, how to facilitate discussion with members. They are brainstorming on an appropriate event name. 

Confirm final selection for Community Grant Applicants (Rebecca, Sean, Chelsea & Amy)

            Subcommittee narrowed it down to three applicants, and this list will appear in the next newsletter for members to vote on – Food Rescue, Invasive Species Network, Community     Gardens.  The winner will be revealed at GMM in April.

Next Meeting review:  Date, time and agenda     February 20, Oryana, 5:30 – 8:00 pm

Monitoring Report:  2.4 Financial Condition and Activities –

4th Quarter and full year

·        Board Development and Educational Activity – none planned now, but perhaps have shopper survey presentation from ISR.

            March meeting – Suggestion about communicating our equity decision or possibly about            member loans.  Discussion took place about goals for committee.  Original thought was to have   activities related to our Ends.  The committee had calendared out expansion topics as a top board priority for the next year.  Summer is a perfect time to go outside to learn about            community topics.

·        Committee Report Out:  General Membership Meeting, Board member candidates

Public input & announcements:

Tom –Newsletter – liked Amy’s articles.  Discussed his thoughts about the varying discount systems now in place for members, employees, directors.  Feels this could be streamlined given the type of benefit packages now offered to employees.  There are avenues available to those with financial hardship.  Tom addressed the topic of “Local, Michigan made, “ and that sometimes homemade is a misnomer, some don’t cut the grade.  Some members are unhappy that Oryana sells meat, while there are several specialty meat shops in town.  Meat is a morality issue.  Thanks for honoring the system, says Amy.

The meeting was adjourned at 7:34 p.m.