Download RAFC Board of Directors Meeting – Draft for Approval Minutes 8/27

RAFC Board of Directors Meeting – Draft for Approval
Minutes 8/27/15
Present:
Directors: Dave Tibbs, Irene Gold, Diana Hayes, Matt Karczmarczyk, Hannah Abrams, Rhonda
Bates, Chris Littler, Stephen Waite, Jim Albright.
Absent: AJ Ruben, Kathy Allen
Staff: Leah Csiszar, Julie Zaloudek
Recorder: Barbara Richardson
Facilitator: Dave Tibbs
Meeting came to order at 6:37 p.m.
Stephen moved to approve minutes from 7/23; Rhonda seconded.
Steve Peters has resigned due to his employment by the Co-op
Election of new Board Clerk - Steve Peters has been hired by the Co-op to help with marketing,
finance and membership, and has resigned as Clerk of the board. Dave nominated Hannah for the
position, Stephen seconded. Approval was unanimous.
GM Report
Leah formally announced her resignation from the GM position. She will stay to help with the
transition through November 12, 2015.
Leah recommends the resources, "Hiring the General Manager" and "Succession Planning" from
National Cooperative Grocers (NCG) and Cooperative Development Services (CDS).
The store is operationally in very good shape to handle this transition - the staff is a cohesive team
and we're poised to continue our healthy trajectory.
Executive Committee meeting was held on Sunday, 8/23 - Dave, Chris & Stephen were present.
Steve Peters having resigned and a new Clerk not yet elected, hence just three officers present.
Dave recommends getting a hiring committee together immediately to review the GM job description.
Stephen asked about the PG reports; Leah is unclear that they are of value at this stage. The
transition is her focus. Stephen would like to see the Financial Condition reports from the last
quarter of 2014. Dave expressed the importance of the A and B1. Leah reminds the board that
there were unusual occurrences at the bank that required CPA reconciliations that were just
completed.
Dave asks if there is something the board could do differently in support of the GM in this reporting.
Leah recommends more development as a board to speak with one voice.
Management team helping to support the GM to make the position more manageable and successful.
Still could use a finance & HR manager.
Hannah asks "what as a board could we do better". Hannah admits not reading some reports that
would have perhaps helped. She takes responsibility for not being fully attuned. "It's important to
not just pass things through the board, but to hold ourselves as responsible to do our job as we
expect the GM to be responsible."
Board Report Review
C7: Board Committee Principles - refer to Rhonda's submitted worksheet. She asked for
clarification of reference to "written committee charters": That the board must define in writing
what committees are tasked with.
We are in compliance and we want to keep this policy.
Committees for which we have charters:
Strategic Planning
Finance
Executive Committee
Hannah requests that future PG worksheets include the policy language to make it easier for
directors to review. There was consensus for this suggestion.
All charters and Board Committee minutes are in the Committee folder in Dropbox.
The board will need to draft one, or adopt Carolee Coulter's (from CDS), for the GM Search
Committee. Entire board can be part of the committee, but they need to be committed to showing
up at all meetings. Staff can be members. Julie volunteered. First meeting of just board has been
scheduled and staff will be brought in after initial discussion by board members.
Chris votes that we have a "slim & sleek" committee: two staff & two board members. Jim
volunteers; has experience with hiring decisions at his current job.
Matt asks if we want Kathy and AJ to who aren't here to have the opportunity to be part of the
committee?
Chair of committee: Stephen nominates Dave; Seconded by Hannah. He will be joined by Matt and
Jim. (Update post-meeting: AJ has joined the committee, and a staff committee will advise but not
be part of the resume review or interview process.)
Finance Committee Report
July Spending COGS was $13K over. Leah worked with buyers to review their inventory and buying
practices, and adjustments have been made. Bulk was especially affected.
Sales were down $16K, mostly due to the COGS issue. Prepay special helped ease the impact.
While Leah trained new employees, she wasn't overseeing the buyers as closely as usual. Usually
buyers adhere to their budgets AND clear the "great deal" opportunities with GM. But the Bulk
buyer did not. Expense tracking worksheets are a tool buyers use to monitor these things and the
buyers will use these more diligently in the future.
Julie has been assistant manager for just over a year. She manages schedule. She's also a buyer.
Budgets are discussed at each monthly buyer's meeting. Now Julie will be doing monitoring on a
regular basis.
National Cooperative Grocers membership will help us reduce costs and increase sales.
Requirements of membership: We need to submit data on sales, etc. We will be accepted, they're
just waiting for us. Dues are a percentage of income. We get a great deal of benefits for the cost of
membership. They offer peer support and professional development.
Joining is a strategy for fulfilling our mission through achieving lower prices to increased sales and
will make food more affordable.
Dave asks if local businesses are involved in NCG; perhaps we can get them involved in the future.
A recent benefit of NCG strength in numbers - during the UNFI workers strike, NCG put pressure
on the company to negotiate and get the staff back to work.
Chris continues: Leah has been printing transaction detail reports for new expenses in order to
track them and create budgets ie; POS and IT services, wellness benefits for staff.
Management Team - Julie with operations, Steve with marketing, finance & membership, and
Barbara with outreach and advertising - increasing capacity of the GM to give more attention to
management vs. day-to-day operations.
Dave: Moves to accept the report.
Stephen asks about the negative number on balance sheet under assets. Leah clarifies that the bank
reconciliation was not complete at the time the report was shared and that accounting on an accrual
basis should also be considered when reading the balance sheet.[On Friday, 8/28 Leah e-mailed a
current Balance Sheet and P&L YTD dated 8/27/15, to board - see Dropbox file for this meeting
under GM Reports.]
What's the next best step for the board to take to be fiscally diligent? The financial conditions
reports will reflect reality once the figures are all in the system, and Leah is committed to
completing those.
Despite the lack of reliable numbers to allow accurate reporting, Leah has been working towards
identifying issues that affect finances, plugging the gaps and getting the corrections worked out, and
keeping board informed through the process.
CPA is working on taxes and financial review for 2014 now; filing deadline is Oct. 15.
Leah will provide an update on this in September, if the figures aren't there for an official B1.
Education Committee - Chris asked if, since Steve has resigned, is there another director who
wishes to participate?
We also want to recruit someone to complete Steve's term (through June 2016). Hannah asks if we
can seek volunteers via e-mail to the member list.
Leah asked about the Director Candidate Application. Stephen will send to Barbara to file in
Dropbox and to share with all directors.
Next meeting:
Governance Investment (C8) is the next policy for review. Jim will tackle it and contact Stephen
with any questions.
If figures are available, Leah will share Financial Conditions report (B1)
Next meeting: September, 24, 2015
Irene moves to adjourn; seconded by Jim. Meeting adjourned at 8:10 p.m.
Executive session opens to discuss the GM transition.