Whole Foods Erie Co-op Board of Directors
MEETING AGENDA
August 26th, 2020 / 5:30-7:30pm
Zoom online meeting hosted by Leslie Watson of Columinate
L. Nieratko was assigned as co-host.
Attending: Cole Schenley - President, Shari Gross - Vice President, Alison Kaminski - Secretary, Michael Barron - Treasurer, Amanda Gates, Claire DeSantis, Freda Tepfer, Wren Dugan joined at 6:05 pm
Not in attendance: Chauncey Dumbuya
Co-op Staff; LeAnna Nieratko - GM, Heidi Yeagle - Marketing Dept Manager, Alethea Bodine - Board Assistant
Guests: Lisa Schroeder - Member Owner
Preliminaries;
Roll Call and call to order was made at 5:37 pm
Owner Forum;
It was mentioned that some emails have been received regarding M/O concerns. These will be addressed in Committee and Executive Sessions.
Agenda; July Minutes
C. Schenley motioned to approve July minutes with suggested edits. S. Gross seconded, roll call vote, Motion passed.
Treasurer Report; M. Barron
Michael suggested that the Treasurer’s Report be made quarterly. Monthly Reports can be made three weeks prior to the meeting so that appropriate questions can be posed to the Treasurer in a timely way. This would be in an effort to expedite the BOD meeting.
Directors will be informed of new investors and withdrawals at this time, the next time being in October. L. Neiratko mentioned that Reporting will discuss this during the Policy Review.
C. Schenley motioned to approve July Treasurer’s Report. A. Gates seconded, roll call vote, all in favor. Motion passed.
GM Reporting
The WFC cash balance for July was $355,056. Of that, $213,389 is still in the PPP account despite payroll that would be eligible having been paid already. She is awaiting accountant guidance to shift the money in the accounts. This is well above 10 days cash on hand. The WFC net income for June was - $25,452. The average July net income since 2015 is -$24,442. Due to accepting the PPP loan, business officers are attempting to maintain our full-time staffing equivalents despite a sales decrease. This is at no cost to us as that portion of the loan is fully forgivable. Strategic payroll overspend has accounted for $19,420.96 in labor expenses.
July’s FYIs
• On July 29th, Bayfront Glass LLC installed permanent glass recycling units in the parking lot. •
The WFC is working with Joe Stine at UNFI to set up an account with a distributor for WIC approved items. The WFC is aiming to slot these items into the shelves over the next 6-8 weeks with education for our staff, member-owners and shoppers.
• The WFC will be cleaning up access to the GM Logistical Drive prior to the next Board election. It was requested - and granted - Leslie Watson of Columinate be added back onto drive access. • The WFC did not receive the PA Emergency Hazard Pay Grant as the grant was very competitive. • A new market study is underway. The WFC is working with Debbie Suassuna at Columinate to conduct a Customer-and-Transaction study that identifies our current trade area. This will be conducted over 4 days starting 7/28.
• The WFC was featured as an Energy Efficient Business of 2019-2020 through the Green Business Alliance.
• The WFC has been nominated in 3 categories for the Erie Choice Awards: Best Place to Work (26-99), Best Food Truck (SorcERIE), and Best Specialty Food Store.
C. Schenley broached the possibility of changing the Equity Remittance from (2) to (5) yrs. L. Nieratko mentioned the possibility of using the remittance as a scholarship/education grant for our lower income families. She also mentioned that the WFC cannot hold onto equity indefinitely. The WFC refunds all equity when requested. C. Schenley asked that the ByLaw Committee meet in the near future to revisit and rewrite By Law change to reflect (5) instead of (2) year remittance of equity.
GM Monitoring Report B5 - Asset Protection
GM reported WFC has quarterly equipment maintenance agreements with Fazio Refrigeration, Hilbrich Electric, Morewood Plumbing, Gerlach’s and Dahlkemper Landscaping. Attempts are made annually to keep the parking lot and outside areas in good repair to avoid accidents. In 2020, WFC continues to patch pot-holes in the parking lot, where necessary. Public Health and Safety concerns within the store are constantly addressed as needed - pandemic and politics notwithstanding. All emergency equipment breakdowns are addressed immediately. All MOD’s and department managers have the authority to contact the appropriate maintenance agencies in the event of equipment failure.
The Co-op is protected with appropriate fire detection mechanisms that will automatically send an alarm to the local fire department. The parking lot is equipped with floodlights to illuminate the evening and early morning hours. Employees must enter and exit the store by the front door when the store is open to ensure that personnel are always accounted for.
Product loss is tracked for reasons other than theft and to minimize loss. Dated or damaged products are accounted for with department managers by reviewing spoilage metrics. All external property damage is reported to the police. Many staff members have received training in theft prevention and de escalation. In 2018, sensors were installed in main coolers that alert when they fall out of temperature. This reduces potential loss due to power outage or cooler failure. New cameras have been installed throughout the store - including back hallways, points of egress and the sales floor. The WFC is a member of the Robbins Blass Neighborhood Watch program to help ensure that our neighborhood is safe.
S. Gross motioned to find the GM compliant. W. Dugan seconded, roll call vote, all in favor. Motion passed.
Board Policy Evaluation; D5 - Board Members’ Code of Conduct
S. Gross reported she felt the Board has worked hard at being compliant. There was some discussion
about the board being non-compliant. C. Schenley mentioned that there is still work to do in connecting and communicating with the investor base. L. Nieratko also felt the BOD has worked at improving this.
C. Schenley motioned to approve compliance. A. Gates seconded, roll call vote, all in favor. Motion passed.
Annual Meeting planning; L. Nieratko reported she and the IT and Marketing Staff are ready. L. Watson mentioned that she recently conducted a successful election. She shared this link in support. www.columinate.coop/virtual-annual-meetings-field-guide.
Board Learning*;* Marketing Department Manager, Heidi Yeagle
There will be an Election Education video shared with member owners who would like to vote electronically this term. Heidi announced there will be two more social media postings this year regarding the BOD 2020 Nomination and Election process.
Other Board Discussions:
*Nominating Committee update; C. DeSanti*s (4) seats are open, (6) applicants have applied. She suggested that we move voting online. The cost of this would be upwards of $600. Election Runner or Server Balance Systems are the two applications the WFC is looking at. S. Gross requested having paper ballots available to M/O. H. Yeagle of Marketing confirmed this request.
Member-Linkage Committee update; tabled
Discussion of Annual Meeting L. Nieratko shared the Annual Meeting was live streamed via the WFC FB account in 2019. A meeting was suggested with the Marketing Department and the Member Linkage Committee. A Doodle Poll for a meeting time will be sent.
Reminder to GM Evaluation Committee to send out GM salary RFP. C. Shenley will be setting up a digital meeting to address this in the near future.
Request for members for the Strategic Direction Committee; C. Schenley
C. Schenley, A. Kaminski, F. Tepfer volunteered.
Board Retreat is still within scheduling this year. S. Gross mentioned that the BOD can use this time to focus on ongoing projects and issues directors are working on. L. Watson has mentioned that all of her retreats are being conducted virtually. C. Schenley suggested this be done after the election. Visioning could be a good focus, also ‘Getting to Know You’ for newer BOD. W. Dugan spoke about waiting on
‘Visioning’ until after the pandemic was over.
Extra Meetings; A. Kaminski shared that the Executive Officers met 8/3. One of the items on the agenda this day was the proposal of a Standing Work/Study Meeting during the first or second week of the month in order to work through Committee business and other items. After discussion it was agreed, the board needed to be better about delegating work into the committees. She proposed that directors serving as chairs meet or correspond regularly with their committees, as per every other week.
C. Schenley motioned to approve the addition of work/study meeting times for directors. S. Gross
**seconded, after discussion and roll call vote, motion passed.**
C. Schenley thanked all those in attendance as guests for attending so that the board could meet for an Executive Session.
Next Meeting; Wednesday, Sept. 23 at 5:30. Virtual meeting hosted by L. Watson of Columinate Meeting Adjourned at 7:30 pm.
Minutes respectfully submitted, A. Bodine - Board Assistant