Whole Foods Erie Co-op
Board of Directors Meeting
January 27th, 2021 / 5:30-7:00pm
Zoom online meeting; L. Nieratko Hosting
Attending: President - Cole Schenley, Vice President - Shari Gross, Secretary - Alison Kaminski, Treasurer - Michael Barron, Directors: Derek Golembeski, Freda Tepfer, Kevin Schaaf, Amanda Gates, Allison Jones
Staff Personnel: General Manager- LeAnna Nieratko, Human Resources Manager - Natalie Conway, Marketing Manager - Heidi Yeagle, Business Office Manager - Ben Bowman, Board Assistant - Alethea Bodine
AGENDA:
Owner Forum; There were no member owners, other than staff, present. No one made comment.
Consent Agenda; A. Kaminski
Motion was made by S. Gross to approve the Dec. Minutes with suggested edits. A. Gates seconded. No discussion. All were in favor. Motion passed.
Treasurer Report; M. Barron
There were 18 new member/owners in Dec. Five requested refunds of equity due to moving from the area.
Motion was made by C. Schenley to approve the Dec. Treasurer's Report. A. Gates seconded, all were in favor. Motion passed. Discussion was saved for Executive Session.
GM Reporting; L. Nieratko
FYIs
Freezer Malfunction:
On 12/27 there was a freezer malfunction that resulted in $4,765 of product loss. WFC was reimbursed through an insurance claim less our $500 deductible on 1/15. There was limited business disruption otherwise, although the number of externally readable temperature sensors has been increased in the coolers and freezers.
CARES Act changes:
While there were changes to the CARES act in terms of employer requirements, the WFC has opted to use the leave credits that are extended through March 31st, 2021.
Café Updates:
On 1/04 the Cafe’s seating area was opened in accordance with the Health Department
standards and has been self-certified for 50% seating capacity. Additionally, the Cafe launched expanded made-to-order menus on 1/11 that have been well received.
Best of Erie:
On 1/13, The Erie Reader announced the Best of Erie Award Winners in which the WFC won Best health food store, Best Vegan and Vegetarian food, and (for the first time) Best Neighborhood Grocery.
GM Policy Reporting - B7 - Emergency Management Succession ; L. Nieratko
D. Golembeski asked if there were other professional development conferences for board and staff. L. Nieratko mentioned that there are several available to ECMA being one of them.
Motion was made by F. Tepfer to approve the GM's Dec. Reporting of B7. A. Gates seconded. All were in favor. Motion passed.
Board Policy Evaluation; D1 - Governing Style & D9 - Role of Officers
S. Gross offered to help identify needed policy and calendar changes so the Secretary and Staff could affect them for approval.
Motion was made by eski seconded, all were in favor. Motion passed.
Board Learning: N. Conway - WFC Human Resources and Finance
N. Conway discussed the role of the Human Resources officer in terms of increased forms of communique with staff during the Pandemic. Passport Training, Daily Morning Meeting notes, Weekly Staff Newsletters and Bi-Weekly Coop Newsletters and the Employee Handbook have been circulated as a source of crucial information as well as providing moral support to staff.
Pandemic Actions:
• Masking and gloves with social distancing and frequent hand washing and breathing breaks
• Flexible hours for employees coping with increased family obligations
• Quick response to reports of illness - employees are given 10 day quarantine period • Public reporting of infections and contact tracing compliance
• The Community Room is still being utilized as a break space for employees • The FFF loan will be extended through Mar. 21st
S. Gross mentioned that Rite Aid and MHEDS may have vaccines available for the 1B cycle of vaccinations. She also reported that many sites that are currently vaccinating may have extra vaccines if contacted with need.
Other Board Discussions:
Financial Study/Strategic Planning Committee Meeting; L. Nieratko
L. Nieratko reported that after receiving the first LOI from the EDDC, our counsel suggested we negotiate a better lease. The return LOI/Proforma was returned as a “Break Even” scenario, which has yet to be defined by the EDDC. Because the developers are committed to having a grocer as a driving business venture. L. suggested that community listening sessions begin with interested community partners; West Bayfront, FPAC and the Downtown Community Engagement Council. NCG will also need to be pulled into internal negotiation before a lease can be agreed upon. The EDDC is aiming for work starting in Oct. 2021, which L. Neiratko feels is a high expectation.
There was further discussion about collecting more information before holding community listening sessions. L. Nieratko suggested the newest member owners be invited to attend the first session so as to communicate to the member owner base.
M. Barron suggested that directors maintain confidentiality and the creation of roles within Committees in an effort to practice full transparency and reporting. The Strategic Planning Committee will be meeting soon to outline terms to discuss terms with counsel.
C. Schenley motioned to keep collecting information from EDDC on negotiating a lease, after which the Linkage Committee will begin work on community listening sessions. D. Golembeski seconded the motion. A roll call vote was taken. Motion passed with roll call vote.
GM Evaluation Committee Meeting Report; C. Schenley, Chair
Tabled for Feb. 2021 meeting.
Bylaws & Policy Committee Meeting Report; S. Gross, Chair
There have been repeated discussions about changing the ByLaws Article 2, Section 2.3. It has been suggested that reclamation of equity be changed from two to five years.
The rationale was illustrated;
⦁ The WFC should have been reclaiming abandoned equity all along, which it has not
⦁ Because of poor technology and record keeping, this process has been tedious and sporadic
Discussion was held before motion was made by C. Schenley to support this change in the ByLaws, which will be presented to Member Owners for vote in October. F. Tepfer seconded. All were in favor. Motion passed.
S. Gross will be compiling a statement for archive regarding changes to ByLaws, Section 2.3 Responsibilities.
Closings
February’s Meetings; February 10 - Bonus Meeting / Virtual February 24 - BOD Meeting / Virtual
Meeting Adjourned at 7:00 pm
Minutes respectfully submitted, Alethea Bodine - Board Assistant