Whole Foods Erie Co-op Board of Directors
MEETING AGENDA
November 18th, 2020, 5:30-7:00pm
Zoom online meeting hosted by L. Nieratko
Attending: Cole Schenley - *Presiden*t, Shari Gross - Vice President, Alison Kaminski - Secretary, Michael Barron - Treasurer, Directors: Amanda Gates, Freda Tepfer, Kevin Schaaf, Derek Golembeski
Guests; Heidi Yeagle-_WFC Marketing Manager_; Rose (Last Name please) Member Owner; Jason Mucio - WFC IT Manager
Preliminaries;
Owner Forum; No owners present had comment
Consent Agenda; A. Kaminski
Comments were made to review the minutes for typos - but content was valid. S. Gross motioned to approve the Oct. 2020 minutes with suggested edits, C. Schenley seconded, all in favor, motion passed.
Treasurer Report; M. Barron
10 new members and 0 refunded members.
C. Schenley motioned to approve the Oct. 2020 Treasurer's Report, S. Gross seconded, all in favor, motion passed.
GM Reporting; L. Nieratko
Sales for October were $378,626. This is down 7% to last year with traffic down 27.5%. While traffic continues to be significantly down, it has stabilized since it’s April 2020 low and has shown an increasing trend.
Cash balance for the balance sheet ending October 31st, 2020 was $210,671. Cash expenses out for the month of October include $81,017 for a down-payment on our contract with ECRS of which $80,000 is to be reimbursed through the FFFI grant. Net Income for October 2020 was -8,360, less than the historical average for October income at -17,030.
FYIs
1. ECRS (New POS) - $81,017 down payment made for ECRS to begin work. Implementation timeline underway.
- D. Golembeski (new board member) requested a summary of ECRS. L. Nieratko commented that the onboarding program will have a full review.
- J. Mucio is working on the timeline for ECRS
2. Robbins Blass Food Drive
3. ECA Award
4. Compost Pickup site in the works
5. Chroma Mural - dedicated on November 1
6. Distribution shortages are looming (gloves, pumpkin, masks)
7. Pandemic update - L. Nieratko is working on it with the team to be completed for the December board meeting. To contain information around:
a. Staff positives
b. Contingency staffing plan
c. Intentions/strategy to stay open in the safest ways possible
d. Webcart
C. Schenley motioned to accept the GM Report for Oct. 2020, M. Barron seconded, all in favor, motion passed.
Policy Reporting; Ends
L. Nieratko reviewed the policy and monitoring report. Notable items in 2020: - “Chip In” program
- Vendor partners
- Value-based food system (no notable member comments)
- Inclusion culture
- Chroma
- Anti-racist training
- Equity work in “Chip-In”
- 100% of staff is above living wage / essential employee pay
- Environment
- Board voted compliant
- Bayfront glass partnership
- Joined Penn Future to co-sign a letter to Governor Wolf to veto a bill on how oil/gas rigs are regulated.
- Letter to Dan Laughlin and Bob Merski (elected officials) urging them to prioritize the environment in their upcoming budget
- Education
- Noted challenge during pandemic; but strategy included:
- Zoom classes
- Pamphlets/printed newsletter
- Social media
**C. Schenley motioned to find the GM compliant, S. Gross seconded, all in favor, motion passed. Board Policy Evaluation**
**C - Board/GM Relationship**
C1 - Unity of Control
Discussion; D. Golembeski asked questions around the board majority vote. C. Schenley offered clarifications - quorum-based simple majority. Certain activities require a ⅔ vote. Emergencies arise that create special cases. L. Nieratko requests clarity around escalation processes and chain of command (example: for when a board member is out of line). F. Tepfer notes that the board has the authority to vote to change policies/amend the ends as would be needed. C. Schenley further clarifies that policies are “malleable”, where bylaws are more firm.
C. Shenley motioned to find GM compliant, A. Kaminski seconded, all in favor, motion passed.
Board Learning: J. Mucio (IT) presented onboarding/housekeeping items for new members 10 minute discussion around email set up, group email distribution lists, troubleshooting, etc. C. Schenley asked about ex-board member access and accounts. J. Mucio clarified that old accounts are temporarily suspended while a more formal sunsetting process is developed. C. Schenley recommends a policy clarification/creation to define who has access to archives, when access is lost, etc. L. Nieratko suggests an update to a C-Build template. C. Schenley requests a committee to review this policy. L. Nieratko suggests Michael at Columinate to collaborate and offer guidance. A. Kaminski offered some general points about her role as Secretary, and offered support to all members with regard to navigating the Google Suite/general housekeeping items.
Other Board Discussions:
New Member Orientation
C. Schenley asked S. Gross to lead with his support. S. Gross to come up with date and time; will send Zoom invite via email.
Board Retreat
- Leslie (Columinate) to organize
- High level agenda: orientation; long term project planning
- Duration - suggestions to break up into several sessions (remotely)
- Timing - January
- S. Gross suggested to bring some operations team members in for team building
Financial Study (EDDC Project) L. Nieratko
Study is underway. There was discussion to brief new board members - and will continue in onboarding. GM Evaluation/Comp Request - C. Schenley
C. Schenley mentioned that the request was approved unanimously. The board intends to work with L. Nieratko to update/improve the process before the next cycle.
Term Limits for New Board Members
Randomized wheel was spun, Derek was selected for a 2 year term.
**Closings**
Next virtual WFC BOD meeting is scheduled for Dec. 9th, 6:00 - 8:00 pm. Agenda will be committee and officer selection/vote.
Executive Session was conducted.
Minutes respectfully submitted, A. Kaminski - Board Secretary