Food Conspiracy Board Meeting - Food Conspiracy Cooperative

PAvenuePconcerning12345678910111213141516171819202122232425262728293031323334353637383940414243444546474849Food Conspiracy Board MeetingApproved Minutes of 1/07/092/04/09A regular meeting of the Food Conspiracy Board of Directors was held at the Pima FriendsthMeeting House 931 N 5P at 6:30 PM on January 7, 2009.PresentGeorge Milan, Board of DirectorsNatanya Siegel Board of DirectorsMelita Quance, Board of DirectorsPaula Wilk, Board of DirectorsBen Kuzma, General ManagerBradford Castalia – Owner-MemberMichael Sicurello – Owner MemberJoyce Liska – Owner MemberDenise Morse – Owner MemberNot PresentStaff RepresentativeMelita called the meeting to order at 6:30pmCheck-inPeople attending the meeting checked inDenise Morse is a new owner/member who has been active in Ocean Beach People’sOrganic Food Market in San Diego.thThere is a PBS show on January 16Pelectric transmission lines in the SanDiego area.Consent AgendaDecember MinutesSubmission of Candidates for the Board of DirectorsResolution concerning start of Ownership date for eligibility for election to the Board ofDirectors -Paula moved to accept the remaining items on the consent agenda, Natanya seconded themotion.Yes 4 No 0 Abstain 0Moved consent agenda items.There were no items moved from the Consent Agenda itemsOwner TimeThere was no additional discussionReview AgendaAdd Board Sponsored Forums

50515253545556575859606162636465666768697071727374757677787980818283848586878889909192939495969798Decision on Patronage Rebate will be recorded in the form of a resolutionGM Information for the BoardAdditional information:The capital expenditure revamping the rear outside area is in progress. Brickwork andextending concrete apron and happening.The all staff meeting 1/06/09 was good. The staff representative to the board position isof interest to several staff members.Ben passed out the new operational grievance policy.The new Sunflower store on First Avenue and Wetmore is not expected to impact oursales.Items from Consent AgendaThere were no items from the Consent AgendaUBoard WorkPatronage RebateThe resolution was discussed.Paula moved to accept Resolution 2009 – 2 Patronage Rebate Natanya seconded the motion.Yes 4 No 0 Abstain 0Annual MeetingWe reviewed what was discussed last meeting including speaker possibilities.The Board report to the owners was discussed as reporting on how Ben’s work with theoperational aspects of Food Conspiracy relate to our ENDS Policy.Other topics were also discussed.Board Sponsored ForumsThe April 1, 2009 Board Meeting will be a Board Sponsored Forum.Committee WorkBoard Development CommitteeThere has not been a meeting since the last Board MeetingThe next item on the committee agenda is the May 15-17 Board Retreat. It was agreed tocommunicate via e-mail. Include location and topic suggestions.A possible topic is focusing on our ENDS PolicyThe retreat will primarily be for Board members.Election CommitteeBallots are in mail – Please voteGeneral Manager Review CommitteeThere has not been a meeting since the last Board MeetingCalendarThe next Board meeting is February 4, 2009 at 6:30 PM.Monitoring Reports Due

PtoPin99Ends Policy100101102103104105106107L2 Staff RelationsL8 Communication and Support to the BoardL3 Financial Conditions and ActivitiesL12 Expansion.th thThere is a workshop on February 7P 8P Albuquerque for board membersWe have a Board Planning Calendar Fiscal 2008-2009 presented by Melita – Pleasepay attention to this calendar as it includes important dates including who isresponsible to write the Board articles for the newsletter.108109110Board Meeting Evaluation/Monitoring FormDate of Meeting __1__/__07__/_2008___111112113114In a continual effort to improve its Policy Governance process, the Food Conspiracy Board ofDirectors developed this form to evaluate its progress. This evaluation is the board as a whole,not individual board members.115116 1. The board was prepared for the meeting117Satisfactory Needs Improvement Unsatisfactory118119 2. The boards time was appropriately spent on Ends as opposed to Means120121122123Satisfactory Getting Better Needs Improvement Unsatisfactory3. Each board member was given an adequate opportunity to participate in discussion anddecision making.Satisfactory Needs Improvement Unsatisfactory124125126 4. The board’s treatment of all persons was courteous, dignified and fair.127128129130Satisfactory Needs Improvement Unsatisfactory5. The board adhered to its adopted governance style:a. It emphasized outward vision:Yes No Needs Improvement131132 b. It encouraged diversity in viewpoints:133Yes No134 c. It exercised strategic leadership more than overseeing administrative detail:135Yes No Needs Improvement136 d. It maintained a clear distinction between board and management roles:137Yes No Needs Improvement138 e. It looked to the future:139140141Yes No Needs ImprovementResolutions:142143144145146Resolution 2009-1 Start of Ownership Date for the Owner to be Eligible for Electionto Board of DirectorsThe Board of Directors hereby resolves that ownership commencing on or before July 1of the year immediately preceding the election meets the six months ownershipqualification contained in Bylaw 4.2.147

148149150151152153154155156157158159160161162163164165166167168169170171172173174175176177178Resolution 2009-2 Patronage Rebate FY 2007/2008In accordance with Art. VIII of the Bylaws, the board hereby directs management toallocate as patronage rebates the net earnings attributable to the patronage of owners forthe fiscal year ended Sept.. 30, 2008 in the amount of $44391.06 to owners in proportionto their purchases for the year, to distribute 100% of such earnings by checksaccompanying notices of allocations, and to do so as soon as practicable."Submission of Candidates for the Board of DirectorsThe following owners are submitted to the Ownership as eligible candidates for election to theBoard of DirectorsBrad CastaliaJoyce LiskaMelita QuanceMichael SicurelloRita WeatherholtA motion to adjourn the meeting was moved by Natanya and seconded by Paula4 in favor 0 opposed. The meeting adjourned at 8:24pmThe Executive Session was held.Date minutes approved: February 4, 2009Signature: George MilanBoard Secretary