Good Foods Coop - Board Meeting Synopsis

Board Meeting Synopsis

Synopsis of the 7/19/10 Board Meeting

At its July 19, 2010 meeting, the Good Foods Co-op Board of Directors:

Adopted a new Ends Policy which will take effect in January 2011.
Requested educational data from the General Manager on projected changes in co-op operations of the next 10 years.
Accepted compliance reports from the General Manager on Treatment of Consumers, and Treatment of Owners.

Synopsis of the 6/21/10 Board Meeting

At its June 21, 2010 meeting, the Good Foods Co-op Board of Directors:

Updated its Policy on Self-Perpetuation.
Made plans for screening applicants to be the co-op’s accounting firm.
Reviewed and accepted the General Manager’s compliance report on Compensation and Benefits.
Discussed ways to make more time at its meetings for long-range thinking and education.
Followed up on a discussion at the recent retreat to modify the Ends Policy by forming a subcommittee charged with bringing new wording for approval in July.

Synopsis of the 5/17/10 Board Meeting

At its May 17, 2010 meeting, the Good Foods Co-op Board of Directors:

Chose the following as officers to serve until the May 2011 meeting: Richard Stump, President; Terri Fann, Vice-President; Doug Slaymaker, Secretary; Kim Browning, Treasurer.
Completed the monitoring of the General Manager’s Ends Policy Compliance Report.
Accepted Compliance Reports from the General Manager on Financial Condition and Asset Protection.
Reviewed and began to make revisions on its policies on Board Process.
Agreed on contract revisions with the General Manager’s employment.
Reviewed and discussed the recent Annual Owners Meeting, including what went well and how it could be improved next year.

Synopsis of the 4/19/10 Board Meeting

At its April 19, 2010 meeting, the Good Foods Co-op Board of Directors:

Reviewed the final report and balance sheet for the expansion project, and thanked the management for a project well done — on time and under budget!
Discussed plans for sending board members to the annual national food co-op convention known as the CCMA.
Reviewed a compliance report from the General Manager on its policies on Communication and Support to the Board.
Discussed and finalized its plans for the Annual Owners Meeting.
Approved expenses for the ongoing Film Series on food and sustainability.
Discussed plans for its May 22 retreat with co-op consultant Art Sherwood.

Synopsis of the 3/15/10 Board Meeting

At its March 15, 2010 meeting, the Good Foods Co-op Board of Directors

Discussed attending the Food Sustainability Summit in Lexington in March, and the national conference for food co-ops in Bloomington, IN in June.
Monitored GM performance regarding its policies on Ends, Emergency Management Succession, and the Expansion Project.
Reviewed its own performance regarding its policies on Board Process.
Worked more on organizing the upcoming film series on food and sustainability.
Discussed further the agenda for the Annual Owners Meeting on April 25.
Did further planning for its day-long board retreat with a co-op consultant in May.

Synopsis of the 2/15/10 Board of Directors Meeting

At its February 15, 2010 meeting, the Good Foods Co-op Board of Directors:

Accepted the Report from the General Manager on the Expansion Project.
Accepted the upcoming year’s Business Plan from the General Manager as consistent with board policies.
Accepted Compliance Reports from the General Manager on Financial Condition and Asset Protection.
Decided not to declare a Patronage Rebate for 2009, and deferred a decision to return some retained Patronage Rebate from 2006 to March or April.
Approved revisions to its Governance Polices on Delegation to the General Manager and General Manger Contract, Evaluation, and Compensation.
Worked more on developing a film series about food and sustainability.

Set the agenda for the Annual Owners Meeting on April 25.

Synopsis of the 1/18/10 Board of Directors Meeting

At its January 18, 2010 meeting, the Good Foods Co-op Board of Directors:

Reviewed a Compliance Report from the General Manager on Financial Planning and Budgeting.
Continued to monitor the progress on the Expansion Project.
Discussed further coordinating with DBK, the Co-op’s accounting firm, to ensure that the board will have confirmed financial figures for the owners at the Annual Owners Meeting April 25.
Discussed with the Nominating Committee their work in finding candidates for the next openings in the Nominating Committee and the board.
Discussed the role of the co-op in bringing about a more sustainable food system.

Synopsis of the 12/21/09 Board of Directors Meeting

At its December 21, 2009 meeting, the Good Foods Co-op Board of Directors:

Adopted a new policy to give owners a thirty day period for input about any new proposed by-laws changes.
Appointed Kim Browning to the board until the election next April to replace Karen Rignall who has moved away from the area.
Continued to review the Expansion progress and the changing balance sheet.
Considered a Nominations Committee proposal for a new evaluation form for board members finishing a term and who may run again.

Synopsis of the 11/1609 Board of Directors Meeting

At its meeting on November 16, 2009, the Good Foods Co-op Board of Directors:

Accepted Compliance Reports from the General Manager on Financial Condition, Asset Protection, and the Expansion.
Discussed working with the co-op’s accounting firm to be able to get information on a timely basis to make a decision about the next patronage rebate.
Reviewed its polices on Board-General Manager Relationship and its own budget.
Began work on a new policy to give owners more opportunity to learn about and comment on proposed bylaws changes.
Renewed its contract with CBLD, and co-op consulting service which helps guide the board in its actions.

Synopsis of the 10/19/09 Board of Directors Meeting

At its October 19, 2009 meeting, the Good Foods Co-op Board of Directors:

Accepted a Compliance Report from the General Manager on the Expansion Project.
Accepted a Compliance Report from the Board President on GM-Board Relationship.
Reviewed and made no changes to its Governance Policy on Staff Treatment.
Further educated itself on the changes to the balance sheet in the future as a result of the expansion project.
Accepted a Review of the co-op’s financial condition by the co-op’s accounting firm, Dulworth, Breeding, and Karns.
Accepted an umbrella Vision Statement for its work: We envision an inclusive community dedicated to co-op values, continuous learning, and a sustainable world.
Looked at ideas to help carry out the above statement.
Proposed the idea of surveying the owners’ interest in a film festival of films focusing on food and sustainability.

Synopsis of the 9/21/09 Board of Directors Meeting

At its September 21, 2009 meeting, the Good Foods Co-op Board of Directors:

Approved of reports from the General Manager on policies about Staff Treatment and the current Expansion.
Discussed its annual agenda planning.
Made plans for showing of films about food and sustainability after the new Rochdale Room is finished.
Established tentative dates for the next Annual Owners Meeting and the board’s next retreat.
Had a stimulating discussion with Angela Caporelli from the Kentucky Department of Agriculture about how the co-op can work on sustainability.

Synopsis of the 8/17/09 Board of Directors Meeting

At its August 17, 2009 meeting, the Good Foods Co-op Board of Directors:

Accepted Compliance Reports from the General Manager on its Policies regarding Treatment of Consumers, Financial Condition and Activities, Asset Protection, and Expansions.
Studied further the effects of the current expansion project on the co-op’s balance sheet.
Reviewed its policies on treatment of consumers and treatment of owners, considering whether or not these needed to be revised or combined into one policy. For now, these policies will stay as they are.
Elected board member Richard Stump as Treasurer of the board.
Discussed further the issue of sustainability as it relates the the co-op.

Synopsis of the 7/20/09 Board of Directors Meeting

At its July 20, 2009 meeting, the Good Foods Co-op Board of Directors:

Reviewed and accepted a monthly update on the Expansion Project.
Monitored Compliance Reports from the General Manager on Treatment of Consumers and Treatment of Owners.
Educated themselves on the co-op’s balance sheet and committed to monitoring its changes through the Expansion Project.
Began a discussion about the idea of beginning the voting for new board members at the Annual Owners Meeting (AOM) instead of concluding the voting at the AOM.
Worked more on organizing its ongoing study of sustainability.

Synopsis of the 6/15/09 Board of Directors Meeting

At its June 15, 2009 meeting, the Good Foods Co-op Board of Directors:

Accepted Compliance Reports from the General Manager on Compensation and Benefits and the expansion project.
Formally approved a plan worked out in Executive Session on June 1 to proceed with the expansion project.
Reviewed various attorney documents relating to the expansion project. Approved an extra expenditure for floor tile for the expansion project.
Approved the contract for the board’s legal counsel.
Formally adopted a major question for long-term study: “How can the co-op help grow a sustainable food system?”
Agreed on having speakers at future meetings and other activities to further the board’s learning about sustainability.
Rescheduled the Revisioning Task Force meeting for June 29 to follow up on work done at the May board retreat.

Synopsis of the 5/18/09 Good Foods Co-op Board Meeting

At the May 18, 2009 meeting, the Good Foods Board of Directors:
Monitored compliance reports from the General Manager on Expansion, Financial Condition, and Asset Protection.
Agreed on a need for a governance policy on patronage rebates.
Reviewed the Annual Owners Meeting.Made final plans for the Board’s retreat on May 23.
Discussed the contract for the Board’s attorney.

Synopsis of the 4/20/09 Good Foods Co-op Board Meeting

At the April meeting, the Board of Directors:

Reviewed the policies on Expansion and Communication & Support to the board.
Decided on Monica McFarlen as legal counsel to the board over a number of other well-qualified candidates.
Approved as in compliance the General Manger’s report on the Ends Policy.
Approved the recommendation from the General Manager to retain 80% of the patronage rebate for funding the expansion project.
Finalized plans for the Annual Owners Meeting.
Worked on plans for a day-long retreat on May 23 at the Terrapin Hill organic farm.
Made plans for an orientation session for the two new members who will be elected on April 26.

Synopsis of the 3/16/09 Good Foods Coop Board Meeting

At the March meeting, the Board of Directors:

Approved the President’s compliance report on IV (Board Process) in the Governance Policy.
Approved the GM’s monthly update on the expansion process.
Accepted the decision to renew the GM’s contract effective July 1.
Accepted the decision to award the GM a bonus and raise, effective July 1.
Accepted the GM’s compliance report on II.V (Emergency GM Succession) in the Governance Policy.
Received, but did not discuss or accept, the GM’s compliance report on section B.1 of Ends in the Governance Policy.
Reviewed but made no changes to II.F (Financial Planning and Budgeting) in the Governance Policy.
Reviewed and made minor changes to II.J (Expansion) in the Governance Policy.
Approved a proposed bylaw change to be presented to owners at the upcoming Annual Ownership Meeting.
Worked to finalize plans for the AOM.
Agreed to have a booth at the GFC on April 18^th.
Agreed to Marshall Kovitch’s recommendations regarding the confidentiality of contracts, pro formas, etc.
Continued to plan for the board retreat on May 23^rd.
Agreed to a proposed format for discussion of readings.

Synopsis of the 2/16/09 Good Foods Coop Board Meeting

At the February meeting, the Board of Directors:

Officially approved the GM’s compliance report on section II.F (Financial Planning and Budgeting) in the Governance Policy.
Accepted the GM’s compliance report on Accomplishment of Ends in 2008 with the exception of section B1, which the GM will report on in March.
Approved an RFP for legal counsel which they will publish in the local Fayette county law publication.
Continued to work on their revision of the board member Code of Conduct.
Accepted the GM’s compliance report on section II.D ((Financial Condition and Activities) in the Governance Policy.
Accepted the GM’s compliance report on section II.D (Asset Protection) in the Governance Policy.
Accepted the GM’s compliance report on II.J (Expansion) in the Governance Policy.
Scheduled a special meeting at which the Board will consider the final expansion plan for Monday, March 30th at 7:30 pm.
Finalized the agenda for the upcoming Annual Ownership Meeting (AOM), which will be included in the upcoming newsletter.
Approved the wording for an owner survey, which the GM will set up on SurveyMonkey.
Agreed to put out a petition in the store and send out information via email regarding upcoming legislation.

Synopsis of the 1/19/09 Good Foods Co-op Board Meeting

At the January meeting, the Board of Directors:

Extended the deadline for the GM’s compliance report on Ends until the February board meeting to allow for owner input.
Reviewed again the GM’s compliance report on II.F (Financial Planning and Budgeting) in the Governance Policy , including the Business Plan for 2009 but did not officially approve it pending a revision of the Business Plan for clarity.Postponed discussion of possible revisions to II.F (Financial Planning and Budgeting) in the Governance Policy until the February board meeting.
Revised III.D (General Manager Contract, Evaluation, and Compensation) to reflect the new compensation plan.
Agreed to post the RFP for legal counsel in several places, including the newsletter and an owner email.
Reviewed but did not revise the current board member Code of Conduct to address issues raised by staff serving on the board.
Continued planning for the Slow Food Forum the GFC will host on January 25th.
Approved the board’s February letter to owners and a response to repeated letters from a concerned owner.
Made a minor revision to II.B (Treatment of Owners).
Formed a Re-visioning Task Group to develop a survey and survey questions to include owners in the board’s re-visioning of the GFC Ends policy.
Scheduled a special executive session for Thursday, February 26th at 7 pm to discuss both GM and board performance in 2008.

Synopsis of the 12/15/08 Good Foods Coop Board Meeting

At the December meeting, the Board of Directors:

Gave their final approval to a new plan for calculating GM compensation.
Reviewed the GM’s compliance report on II.F (Financial Planning and Budgeting) in the Governance Policy but did not approve it due to lack of documentation.
Received a draft of the GFC’s new Business Plan Development Outline from the GM.Reviewed but made no changes to II.D (Finances) and II.E (Asset Protection) in the Governance Policy.
Agreed to solicit expert advice in framing the current economic situation and helping develop projections for the future.
Agreed to draft changes to III.D (Board Calendar) to bring this policy in line with the new GM compensation plan.Agreed to draft an RFP with the goal of having a lawyer “on tap” for the board should legal problems arise.
Discussed but decided against possible changes to the bylaws to keep staff from serving on the board. The board will instead address its specific concerns with future changes to the board members’ Code of Conduct.
Continued planning for the Slow Food Forum the GFC will host on January 25th
Approved the board’s January letter to owners.Heard how bounced emails to the board are being addressed
Continued its discussion of possible changes to the Ends.
Worked to finalize the topics of discussion at the upcoming board retreat (January 10).
Approved the GM’s compliance report on II.J (Expansion) in the Governance Policy.

Synopsis of the 11/17/088 Good Foods Coop Board Meeting

At the November meeting, the Board of Directors:

Accepted the GM’s compliance reports on II.D (Financial Condition and Activities) and II.E (Asset Protection) in the Governance Policy, as submitted.
Approved a minor change to II.E (Asset Protection) in the Governance Policy.
Approved a minor change to IV. B (Cost of Governance) in the Governance Policy.
Approved, in principle, a new plan for calculating GM compensation.
Discussed a possible addition to the Board Member’s Code of Conduct regarding how a board member should discuss his/her dissenting opinion to owners.
Reviewed, but made no changes to, II.C (Staff Treatment) in the Governance Policy.
Finalized the topic for the January 10th board retreat.
Agreed to draft an RFP (Request for Proposal) for a lawyer to have “on tap” should the board need legal advice.
Accepted the GM’s compliance report on II.J (Expansion) in the Governance Policy as submitted, with the understanding that various financial scenarios will be addressed in the final report.
Scheduled a panel discussion of the recent Terra Madre conference in Italy for January 25th, from 7 – 9 pm.
Agreed to draft a letter from the board to the Salvation Army explaining why that organization is unlikely to be chosen as a recipient of “Give Where You Live” in the future.

Synopsis of the 10/20/08 Good Foods Coop Board Meeting

At the October meeting, the Board of Directors:

Briefly discussed the issue of a potential change in the bylaws regarding employees serving on the board but made no decision except to keep it a part of their active discussion.
Officially dissolved the Owner Linkage Task Group due to total lack of owner participation.
Engaged in an extensive discussion about possible changes to the Ends section of the Governance Policy.
Discussed proposed changes to section IV.B (Cost of Governance) in the Governance Policy but made no final decision.
Accepted the GM’s revised compliance report on section II.C (Staff Treatment) in the Governance Policy, as submitted.
Accepted the Board President’s compliance report on section III (Board – GM Relations) in the Governance Policy, as submitted.
Approved a minor revision to section II.J (Expansion) in the Governance Policy.
Briefly discussed the possible legal implications of the potential conflict of interest with spouses serving on the board at the same time.

Synopsis of the 9/22/08 Good Foods Coop Board Meeting

At the September meeting, the Board of Directors:

Approved the RFP on GM compensation and asked for the GM’s final approval.
Agreed to discuss overall owners' responses on the SurveyMonkey survey at the October board meeting.
Continued its planning of the Annual Agenda and tentatively scheduled several owner forums for the coming year.
Agreed to allow the GM to resurvey staff for her compliance report on II.C (Staff Treatment) to enable her to obtain more accurate results. She will present her revised report for the October board meeting.
Reviewed, but made no changes to, Section II.D (Financial Condition and Activities) in the Governance Policy.
Reviewed and made several changes to section II.D (Asset Protection) in the Governance Policy. They will make final approval of these changes at the October board meeting.
Discussed possible topics for the upcoming board retreat.
Discussed the process that the board will use to review the GM’s official expansion proposal (expected by November).
Reviewed previous changes made to section II.B (Cost of Governance) in the Governance Policy and proposed further changes (to be approved at the October meeting.

Synopsis of the 8/18/08 Good Foods Co-op Board Meeting

At the August board meeting, the Board of Directors:

Selected Geoff Young to fill the board seat left vacant by Jim Shahan's resignation.
Approved a small change to the staff director policy.
Approved an updated memo on Board Owner Linkage/General Manager relations.
Accepted the GM's compliance report on sections II.D (Financial Condition and Activities) and II.E (Asset Protection) in the Governance Policy as submitted.
Accepted the GM's compliance report on section II.J (Expansion) in the Governance Policy as submitted.
Discussed how to record board members' dissenting opinions while maintaining "one voice" as mandated in the Governance Policy.
Worked on setting its Annual Agenda for August 2008--April 2009.
Reviewed, but made no changes to, section II.H (Compensation and Benefits) in the Governance Policy.
Reviewed but made no changes to, section II.A (Treatment of Consumers) in the Governance Policy.
Reviewed, but made no changes to, section II.B (Treatment of Owners) in the Governance Policy.
Accepted the revised mandates for the New Media/Owner Linkage and Local Food Systems task groups.
Discussed ways the GFC can assist Jim Embry in his efforts to raise funds to pay for his upcoming trip for Italy to participate in the international Terra Madre (Slow Food) conference.

Synopsis of the 7/21/08 Good Foods Co-op Board Meeting

At the July meeting, the Board of Directors:

Accepted the GM’s compliance report on section II.A (Treatment of Consumers) in the Governance Policy as submitted.
Accepted the GM’s compliance report on section II.B (Treatment of Owners) in the Governance Policy with a slight change in wording and a plan for correction of a non-compliant section.
Accepted the GM’s update on section II.J (Expansion) in the Governance Policy as submitted.
Agreed upon talking points for the upcoming owners’ forum.
Discussed how to coordinate the bi-monthly paper newsletters and the monthly emails from the board to better communicate with owners.
Agreed that board communication to the GM goes through the board president, and that the GM will communicate the board’s communications with appropriate staff persons.
Agreed to revise the mandate for the combined New Media and Owner Linkage Task Groups.
Reviewed what they have learned about local food systems, what more they want to know and how they can share what they have learned with owners.
Received two suggestions from the Nominating Committee of possible candidates for appointment to the board (to fill the seat created by Jim Shahan’s resignation). The seat will be filled at the August board meeting.
Discussed the possibility of changing the bylaws to bar staff from serving on the board due to a potential conflict of interest. Agreed to talk to Marilyn Scholl (CDS) about this and resume discussion at the August meeting.
Approved the new policy on Staff Involvement in Elections with a minor modification.
Approved the new policy on Staff Directors.
Approved the new policy on Staff Treatment.
Reviewed but made no additions to the proposed staff survey.
Approved a special board meeting on the expansion proposal, with date to be set with as much advanced notice as possible.
Thanked Steve Kay for his excellent facilitation skills during a difficult time.

Synopsis of the 6/15/08 Good Foods Co-op Board Meeting

At the June meeting, the Board of Directors:

Accepted the GM’s compliance report on section II.H (Compensation and Benefits) in the Governance Policy as submitted.
Accepted the GM’s update on section II.J (Expansion) in the Governance Policy as submitted.
Approved the GM’s special request for an expenditure over $20k for a new POS system.
Agreed that the NomCom should fill its current vacancies by appointing members as outlined in section 4.2 in the Bylaws.
Discussed the possibility of extending the board’s contract with CBLD to allow monthly phone chats.
Reviewed and made extensive changes to section IV (Board Process) in the Governance Policy.
Discussed ways to improve timely communication with owners.
Agreed to merge the New Media and Owner Linkage Task Groups due to limited membership.
Agreed that owners and potential owners can serve on task groups.
Agreed to develop policy explicitly stating the board’s role in selecting store booth/email issues.
Agreed to hold an owner forum on October 16th in conjunction with a planned event featuring Mark Winne.
Welcomed a speaker from the Community Farm Alliance (CFA) as part of the board’s ongoing education on local food systems.
Agreed to renumber section II.J (Expansion) of the Governance Policy to make it consistent with the rest of the policy.
Received letters from two owners, one regarding how store booth/email issues are chosen and one with specific questions regarding the removal of Moya Hallstein from the board.

Synopsis of the 5/19/08 Good Foods Co-op Board Meeting

At the May meeting, the Board of Directors:

Announced that Moya Hallstein has been removed from the board of directors due to conflict of interest. The board selected Jim Shahan to fill the vacant position until next year’s elections.
Accepted the GM’s compliance report on section II.J (Expansion) in the Governance Policy as submitted.
Accepted the GM’s compliance reports on sections II. D (Finances) and E (Assets) in the Governance Policy as submitted.
Agreed to review and possibly change section IV (Board Process) in the Governance Policy at the June board meeting.
Reviewed the Policy Governance model in general, and agreed to hold a board training on Policy Governance on Monday, June 9th.
Began working on a policy which would address staff members serving on the board of directors.
Approved the GM’s suggestion that the Board of Directors withhold 80% of the patronage rebate this year and return 20% to the owners immediately.
Clarified some of the details regarding new task groups.
Agreed to invite a speaker from the Community Farm Alliance (CFA) to speak at the June board meeting.