Meeting Minutes
2012 Oryana Board of Director's Meeting Minutes
April
Present at the meeting were:
Board Members: Craig Mulder, Derick Hall, Amy Tennis, Rebecca Teahen, Ken Quitugua, Sean Burns, Jim Dagwell, Karen Howie; General Manager: Steve Nance; Board Assistant: Sharon Flesher; Guests: Tom Slater, Jeff Leonhardt, Nathan Schultz, Stephanie Woodfin, Tim Gillan.
(Neill Varner resigned.)
Welcome: Amy convened the meeting at 5:35 p.m. Guests were introduced. Minutes from the last meeting will be approved by e-mail prior to the General Membership Meeting.
Board calendar: The board reviewed its calendar for the next three months.
Public input: Tom Slater alerted everyone to a “60 Minutes” report on the dangers of sugar, particularly in processed food.
GM Report: Steve highlighted his written report. Sales growth is about 13% so far this year, which is above plan. Membership is up from last year. The leadership team is working with Zingtrain on visioning and also with Woody Smith's consultant group to improve the Oryana shopping experience. A new task force is working on improving the efficiency of the marketing efforts. Steve will be attending the annual NCGA conference next month; one item of business is reorganization of a Great Lakes Group for collaboration. Sunday is the Empty Bowls charity event, sponsored by Oryana and featuring a vegetarian soup prepared by the kitchen. Member Appreciation Days are April 24-25.
Monitoring Report on Ends Policies on Economy and Localism: Steve provided his written report on the board's Ends Policy on Economy and the Ends Policy on Localism.
Action:
Ken moved, Jim seconded:
The Board accepted the General Manager's monitoring reports on Ends Policy on Economy and Ends Policy on Localism. The Board reached consensus.
Monitoring Report on Policy 2.6, Asset Protection: Steve provided his written report on Asset Protection. He explained security measures the store has in place. Tim Gillen from Terrapin Systems attended the meeting to provide an overview of the store's data security.
Action:
Craig moved, Ken seconded:
The Board accepted the General Manager's monitoring report on Policy 2.6, Asset Protection. The Board reached consensus.
Brainstorming: Board members discussed ideas for education topics to be explored at future meetings.
Craig suggested airing some of the videos on local resiliency produced by Dave Barrons for UpNorth Live. Derick suggested taking better advantage of the seminars available from CBLD and CGMA. Ken suggested spending some time organizing board documents. Rebecca suggested a local farm tour. Steve described the local Food Hub being organized by various groups. Karen suggested getting Neill Varner to contribute a lesson in the wellness topic. Steve said staff would enjoy presenting its work on creating a model workplace or some of the education team's projects. The May meeting will have an overview from Steve on the co-op's finance. June will be organizing the board's documents and resources. July or August will be a farm tour. September could be for community resiliency and staff presentations on model workplace and wellness in October, November and December. All topics are tenative.
Review of Board Policy on Election of Officers: Amy read the updated board policy on officer election. Board members may nominate themselves. President and vice president must have served on the board for a year. Staff members cannot be president, vice president or treasurer. The board also discussed the possible need for hiring administrative help.
Public Input: Tom Slater commented on the definition of invasive species and living united.
Next meeting: The board next meets on May 10, 5:30-8 p.m., Oryana conference room. The General Membership Meeting is April 19.
March
Present at the meeting were:
Board Members: Craig Mulder, Derick Hall, Amy Tennis, Rebecca Teahen, Ken Quitugua, Sean Burns, Jim Dagwell, Karen Howie; General Manager: Steve Nance; Guests: Tom Slater, Gabby Hall (Board Candidate & Oryana Employee), Jeff Ward CPA.
Absent: Neill Varner
Welcome: Amy convened the meeting at 5:30 p.m. Guests introduced and February minutes approved (by email).
Board calendar: The board reviewed its calendar for the next three months.
Public input: Tom Slater suggested that the eligible age for Senior Days be raised to 60 years old from the current 55 years old. Also suggested that if the Patronage Rebate is based on individual members sales then the Employee Bonus should be based on the individual employee’s annual purchases.
GM Report: Craig observed big increase in February sales. Steve commented that the key reasons for the increase was due to several successful promotional events may have played key role as well as the fact that the staff is doing a great job.
Steve Nances’ comments on GM Report:
- Employee Handbook is now complete after a lot of hard work.
- Local Food 20/20: Munson has indicated that they share that goal
- Oryana Sponsored, “Dirt The Movie” at the State Theater was well attended (approx. 60-70) and on par with normal Monday night numbers.
- Occupalooza - Some members thought it was too controversial even though Oryana’s participation was to provide information on cooperatives. Other members liked the fact that Oryana was present.
Monitoring Report on Ends Policies on Economy and Localism:
Moved to April meeting due to some difficulty reviewing documents using Google Groups / Docs
Craig suggested that we should look at a way to ease access to Google Docs
Monitoring Report 2.4 Financial Conditions and Activities - Q4 and End of Year
Steve introduced the report with overview of changes in accrual accounting method that changes some of our ratios for CoCofist. Steve is satisfied at how Oryana’s end of year taxes turned out compared to CNGA standards and that the pre-tax net profit was close to target.
Derek commented that COGS was below budget (good thing). Steve attributed it to relative large percentage of local purchases.
Action:
Rebecca moved to approve. Ken seconded motion.
Due Diligence:
Jeff Ward CPA presented a report on 2011 financials and external audit options.
Provided a review of year end Balance Sheet, Income and Cash Flow Statements.
JW also provided an overview of the strict protocols that are currently employed in reviewing Oryana’s accounts and compared these protocols to the possible benefit received in conducting a full audit.
Special Presentation and Discussion: Oryana 2022
Steve presented an overview of the management’s Vision 2022 training session with ZingTrain. Goal was to help create a vision of where Oryana would be in the year 2022 and to set that vision as a target. The exercise allowed Steve to “project” himself into the future and then convey his vision of the future Oryana to the management team. The team then discussed and expanded on this vision. Next steps will be to develop a draft vision and then bring in other members (board, staff, members) to the team.
Public Input: Tom Slater: Suggested that we all read the NMC publication particularly the article on “Thrivability”.
Next meeting: The board next meets on April 12, 2012, 5:30pm – 8:00pm, @ Oryana conference room
Meeting Adjourned: 8:29pm
February
Present at the meeting were:
Board Members: Neill Varner, Derick Hall, Rebecca Teahen, Jim Dagwell, Ken Kit-tu-gua; General Manager: Steve Nance; Guests: Tom Slater, Gabrielle Hall, Kevin Cryderman, Susan Coloquitt, Erica Bourdon.
Absent: Karen Howie, Craig Mulder, Amy Tennis, Sean Burns
Welcome: Rebecca convened the meeting at 5:35 p.m. Minutes from the past meeting were approved by e-mail.
Board calendar: The board reviewed its calendar for the next three months.
Public input: Guests were introduced.
GM Report: Steve highlighted his written report, two months were covered due to cancelling the January meeting. Sales trends in our cooridor were discussed. Oryana's growth is stronger than most other similar co-ops.
Monitoring Report on Financial Condition: Steve provided his written report on Policy 2.7, Emergency GM Succession.
Action:
Ken moved, Dags seconded:
The Board accepted the General Manager's monitoring report on Policy 2.7, Emergency GM Succession. The Board reached consensus.
Subcommittees: The names and charges of each committee were reviewed. All in attendance agreed with the proposed names and charges and will work within respective committees on various assignments in the coming months.
Public Input: Tom Slater offered “kudos” for listings in the Business News.
Next meeting: The board next meets on March 8, 5:30-8 p.m., Oryana conference room.
In addition to the existing list for topics, the board added an agenda item for March related to preparing for the GMM, volunteer recruitment, etc.
The group adjourned at 6:35 for “dinner & dialogue”
