Minutes for Board Orientation, Part 2 (May 19, 2016—3:30p at co-op)

Meeting called to order at 3:37 PM


Attendance: Jeffrey Thouron (General Manager), Board Members: Dowell Casseli-Smith (Chair), Kristi Langerak, Jeanne Berry, Jennifer Benning (Secretary)

Karen Lambert (Treasurer) call in at 3:43 PM


Items covered in Meeting 2 are in blue.


1.      Introductions

2.      How our board works. (Not covered)

a.     Quick review of “Policy Governance” (Jeff PP-10 minutes)

b.     Board Role (Dowell-10 min)

i.  Define “Ends” and monitor progress towards them

ii.                        Hire the General Manger and provide wholehearted support.

1.      Provide and periodically review GM contract.

2.      Provide for and conduct periodic (at least annual) assessments of job performance.

3.      Negotiate Quarterly goals for GM/Store performance and assess in a timely manner.

iii.                      Work with GM and to promote the cooperative and its Ends in the broader community.

iv.                      Work to develop the board and the members’ capacity for excellence in policy governance.

v.                        Serve on at least one board committee that meets regularly, has clearly defined purposes and objectives, and reports briefly on initiatives and progress at each board meeting.

1.      Special Committees

2.      Executive

3.      Recruitment and Nominations

4.      Board Development

5.      Finance

6.      Marketing (maybe needs to be re-instated? Discussion for later?)

3.      Explanation/demonstration of “Wiggio” (Jeff 10 minutes) (covered)

a.     “Meeting packets”

b.     Historical information available

4.      What is expected of individual directors (Rebekah-10m min) (covered)

a.     Code of conduct, conflict of interest disclosures and confidentiality.

b.     Meeting schedules.

c.      Ongoing training and education for board members.

5.      What our board is working on. (Karen-10 min)

a.     Important decisions made in the past 12 months.

i.  Participation in NCGA recommended training (Board 101)

ii.                        Adoption of Policy Governance and statement of Ends.

iii.                      Recommendation to move to Patronage system (2017 plan to transition to patronage instead of discount).

iv.                      By-laws option of expanding board up to 11 members.

v.                        By-laws option to remove board members by two-thirds vote of the board.

b.     In the next 6-12 months we will be working on several fronts.

i.  New contract for the GM.

ii.                        Board development through ongoing discussions of CDS materials.

iii.                      Refining and deepening our financial reports to the board (intend to work towards greater board understanding of the financials)

iv.                      Community education and outreach.

6.      What matters about our co-op.

a.     A little history. (Jeff 5 min)

b.     The future (10 min)

i.  Current year budget projections and performance to date. (Karen)

ii.                        Business plan development. (Jeff)

iii.                      Financial conditions data and trends. (Karen)

iv.                      Highlights of current conditions, activities and priorities. (Dowell)

7.      How the work of our board and our co-op fit into a larger context. (Jennifer)

a.     The national and global cooperative movement.

b.     Local and regional food systems.

c.      National Co+Op Grocers


Karen left meeting at 4:25 PM

Rebekah left at 4:34 PM

Meeting adjourned at 4:39 PM


Board meeting schedule: Quarterly, July 18, at 5 PM AND June 20, 5 PM, for organization of committees