Whole Foods Erie Co-op Board of Directors
MEETING AGENDA
September 23rd, 2020, 5:30-7:30pm
Zoom online meeting hosted by L. Nieratko
Attending: Cole Schenley - President, Shari Gross - Vice President, Alison Kaminski - Secretary, Michael Barron - Treasurer, Directors; Amanda Gates, Wren Dugan, Claire DeSantis, Freda Tepfer
Absent: Chauncey Dumbuya
Guests; Heidi Yeagle-_WFC Marketing Manager_, Natalie Conway-_WFC HR_, Ben Bowman-_WFC Finance Manager_, Maggie Gleason - WFC Grocery Assistant, Terri Hokai, Kevin Schaff, Lisa Schroeder, Jamie Bowersox & Judy Cooklis - Member Owners
Pre-meeting: Gather and greet
Preliminaries; C. Schenley was made co-host.
Member Owner Forum
No members had anything to share.
Consent Agenda; August minutes
F. Tepfer motioned to approve August minutes. A. Gates seconded, roll call vote, all in favor. Motion passed.
Treasurer Report; M. Barron
10 new members, 16 refunds - these numbers account for the months of July and August. Most refunds were for people moving.
2 or 5 yr. Inactive equity question was raised. S. Gross brought up that there are several issues that need to be addressed before changing the ByLaws. It was suggested that a new ByLaws Committee be formed to address the changing of language for the Annual Meeting.
C. Schenley motioned to approve the Treasurer's Report. S. Gross seconded, roll call vote, all in favor. Motion passed.
GM Reporting
Sales were down 4.1%, indicating an upward trend from 2019. Still reduced operating hours and negligible food truck hours. Cash balance $375,000 38 days cash on hand. Income for August, -$6,000 which was for the CHROMA mural.
WIC challenges lie within distribution. We will be applying for new items in October. The Wellness Department has brought in new baby items.
$80,000 was received for the FFFI grant! J. Muncio will be here later to answer questions. The artists - Antonio Howard, Cesar Westbrook and Leslie Sotomayor - creating the mural have had a few listening sessions with the public and will most likely begin work soon. C. Shenley asked if there was any negative feedback. L. Nieratko and H. Yeagle reported some, but nothing that was not addressed immediately.
**The board accepted the GMs Report unanimously.**
GM Policy Reporting; B4 - Financial Condition
Non-compliance continues to fall within sales growth. Again, L. Nieratko brought up that this falls within the verbiage of the Policy. Only one expense, which was the dual refrigerator/freezer for curbside shoppers. Margins are high - reflecting increased cost in shipping and availability, but this may even out as time goes on. Accountants will be writing a statement about the PPP / Patronage being disassociated. SPLH is low, as expected because of the circumstances brought on by the pandemic. Sales growth has also gone down. Again, attributed to the Pandemic. This report information is almost exactly the same information from the last report.
F. Tepfer asked if we would be allowing patrons at 50% in the Cafe. L. Nieratko assured her that the occupancy has been nominal with no reason for concern. The Cafe will not be adding additional seating.
C. Schenley motioned to find GM compliant for Policy B4 - Financial Condition. F. Tepfer seconded, roll call vote, all in favor. Motion passed.
Board Policy Evaluation; D11 - Patronage
F. Tepfer mentioned that she wanted to withhold her vote until further discussion. S. Gross mentioned that Patronage is on the Calendar for review because it's the end of year. Because Patronage is still in the negative - because of expenditures made in 2018, we will not be issuing dividends. C. Schenley motioned to approve Policy D11 - Patronage. S. Gross, roll call vote, all in favor but F. Tepfer. Motion passed.
Board Learning; J. Mucio - WFC, IT
L. Niertko asked that the board approve the $115,000 for the new ECRS - POS system. She stated the upgrade will be revolutionary for WFC. The hardware for this new system will also need to be replaced. This platform will allow a legitimate online purchasing system that operates in real time - allowing for inventory and buying to occur seamlessly. Curbside Pickup services will increase. The Cafe will be better integrated. M/O information will be better integrated. Most reporting will also be improved. She reported it’s functionality is much easier for almost everyone - once it is up and running.
Discussion: S. Gross asked if there are additional costs accrued due to training hours or unforeseen operational issues. L. Nieratko assured the board that these hours have been accounted for in the cost of purchase and installation.
A. Kaminski asked for a side by side of three potentials. What’s the worth of what we have and what we need to add to it in order for the old system to function as ECRS.
H. Yeagle mentioned that the POS needs upgrading every 7 years or so. She shared that this is the third POS for WFC. S. Gross added that the new integrated features will not happen with the current POS. L. Nieratko added that there is no way to monetize potential, but there are numbers from other implementations that show the difference from the old to the new system.
C. DeSantis mentioned that the perpetual inventory alone may save labor hours. The inventory will be simultaneous, performed in real time.
J. Mucio added that the current POS is quite labor intensive and slow. Customers will inevitably be happier with more precise availability, ordering and shipping dates.
C. Schenley proposed that the board approve and sign off of the expenditure of the $80,000 granted with further inspection of the expenditure of additional funds. M. Barron seconded. Roll Call vote. All in favor. Motion passed.
L. Nieratko and J. Mucio promised that they would find what information regarding the additional expenditures above the $80,000 would be by the end of the month, so directors can discuss findings at the mid monthly meeting for vote at the October meeting.
A. Kaminsky asked that everyone please fill out the Doodle Poll for the timing of the secondary meeting. It was agreed that the meeting occur on the second Wednesday from 6:00 - 7:00 pm each month.
Other Board Discussions:
Nominating Committee update;C. Desantis
There are seven candidates for three positions. She was very enthusiastic.
Member-linkage Committee update; C. DeSantis
The meeting occurred virtually. Many details were shared. Signing in staff was something J. Mucio was working on. Nominees statements will be recorded. The GM will be available for Q & A. The intention is have both online and paper voting. It was proposed that the Annual Meeting happen from 7:00 - 9:00 pm on October. 18th.
CBLD; L. Nieratko
Early Bird Special for Oct. with CBLD. WFC’s membership with Columinate is up for renewal, at $7,750 which includes a host/consultant and a retreat.
S. Cole mentioned that the directors were offered the opportunity to attend supportive Board Education meetings. C. Schenley mentioned that he would like to see the directors take better advantage of the offerings. A listing of offerings can be circulated and discussed moving forward.
C. Schenley motioned to continue with Columinate. S. Gross seconded, Roll call vote, all in favor. Motion passed.
Marketing Study; L. Nieratko
Preliminary data was given. Questions were answered by staff. The results should be delivered soon.
Executive Session was called at 7:00 pm
Legal updates
_Directors considered any sensitive or confidential matters._
Next Meeting; Oct. 28th at 5:30, Virtual invitation
Meeting Adjourned at
Minutes respectfully submitted, ACB