Whole Foods Erie Co-op Board of Directors
MEETING MINUTES
April 28th, 2021, 5:30-7:00pm
Zoom online meeting; L. Nieratko Hosting
Attending BOD: President - Shari Gross, Secretary - Alison Kaminski, Treasurer - Michael Barron, Directors: Derek Golembeski, Freda Tepfer, Kevin Schaaf, Amanda Gates
Staff Personnel: General Manager- LeAnna Nieratko, Human Resources Manager - Natalie Conway, Marketing Manager - Heidi Yeagle, Business Office Manager - Ben Bowman*, Wellness Associate* - Julie Hand, Wellness Associate and General Merchandise Buyer - Alice Nick, General Merchandise Buyer Associate & Cashier - Marnie Foss, Cashier & Board Assistant - Alethea Bodine
Guests: AJ - GM of Mariposa Cooperative in Philadelphia, PA & David
Introductions;
Owner Forum; No members or guests present had comment.
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ADDENDUM: Summary of movement from April 14th Work Session meeting:
S. Gross called the meeting to order at 5:32 pm, announcing Cole Schenley resigned as Board President 4/14. She mentioned that some of the Agenda had been changed in an effort to move on filling 2 vacant seats, due to the current heavy workload of the board.
Vacancy 1 - In an executive board session on 4/15, C. Schenley motioned to remove Allison Jones from the board for multiple unannounced absences. M. Barron seconded the motion. All were in favor. Motion passed.
Vacancy 2 - Late evening 4/15, C. Schenley submitted his resignation letter to the board via email. The board accepted the resignation, and S. Gross stepped in as board president - vacating her role as board vice president.
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MEETING AGENDA:
March Meeting Minutes; S. Gross
March minutes were accepted with some grammatical edits. Motion was made by D. Golembeski to approve the March minutes as edited. M. Barron seconded. No discussion. All were in favor. Motion passed.
Treasurer Report; M. Barron
(5) Refund requests, (22) New Member Owners
Quarterly Reports will be presented at next month’s BOD meeting.
**K. Schaaf made a motion to accept the Treasurer's Report. D. Golembeski seconded. No discussion. All were in favor. Motion passed.**
GM Reporting; L. Nieratko
B6 - Communication and Counsel to the Board & B1- Staff Treatment
Traffic is down 9%. Negative income for March, but nothing unexpected.
(48) possible new Member Owners for March - this needs verification as the new POS was installed half way through the month.
FYIs
Sponsored two educational events
Cafe Meeting and Cleaning April 5
Alarms and Panic Buttons were tested
S. Gross asked if the Cafe was still trending upward.
L. Nieratko shared that after the Easter Holiday - a week in which they lost two business days, they are still doing well. Numbers will be shared in the Quarterly Report.
D. Golembeski asked if (48) was a good number for a Member Drive month?
L. Nieratko shared this was better than anticipated, even in the middle of a Pandemic.
B6 - Communication and Counsel to the Board, she reported as compliant.
She asked that the Policy Register votes for GM be kept as a separate document. The Board Assistant agreed to create a file documenting the movement of the BOD on Policy Compliance Votes.
B1 - Staff treatment, she reported as compliant
Oct. 2019 a Staff Survey was conducted during a very tumultuous time with the BOD. There were some instances of harassment that the Staff and BOD were present for.
S. Gross spoke to the last Staff Survey and asked that B1 be addressed in a more timely manner. L. Nieratko suggested perhaps December. S. Gross asked if that was too soon, as the Survey is conducted in Oct. and findings may take longer than Dec. vote date. L. Nieratko didn’t think it would be prohibitive.
S. Gross asked for a motion to approve both Policies together.
D. Golembeski made a motion to find GM compliant for Policies B6 - Communication and Counsel to the Board & B1- Staff Treatment. M. Barron seconded. Motion passed without dissent.
Board Policy Evaluation - D4- President’s Role; A. Kaminski
Alison felt the board was non compliant for D4 and D4.1. She reported that this Evaluation was difficult to find in past records. She stated the transition plan for the position of President could use more detail. S. Gross agreed that more definitions would be helpful moving forward.
S. Gross motioned that the Policy Governance review this policy with this recommendation in mind, and make any suggestions for change at that time. F. Tepfer seconded. The motion passed without dissent or further discussion.
Board Learning was tabled for April 2021.
**Other Board Discussions:**
**Election of Vice President: Nominations from the floor and vote by secret ballot; S. Gross**
S. Gross asked for Nominations for the Vice Presidency.
A. Kaminski nominated herself as Vice President.
No other directors were suggested or offered to serve.
A vote by roll call was made, the board was unanimous in voting A. Kaminski as the new Vice President of the Board.
S. Gross asked for nominations for the Role of Secretary.
K. Schaaf nominated himself, F. Tepfer seconded.
No other directors were suggested or offered to serve.
A roll call confirmation vote was held, the board was unanimous in electing the new nominee, K. Schaaf as Secretary of the Board.
Addressing Board Vacancies: Nominating Committee & Process; S. Gross
S. Gross shared that in the light of two directors' absence - she requested two new directors be voted in ASAP. This is not a usual time for appointing vacancies. S. Gross shared that she’s had a conversation with A. Gates, Chair of the Nominating Committee, regarding this process. Due to the heavy business the BOD is undergoing, nominations will be open to nominees as the forms are made available to the public. A. Gates added that she would be collecting and collating information.
M. Barron asked how soon this turn around could happen?
L. Nieratko shared that operations usually have a two week turnaround time when finding new hires. H. Yeagle reported if she had the information, she and IT could get the Digital Form together in the next two days.
A. Kaminski and A. Gates suggested that the Nominee information be collected by May 11. Heidi stated applicants for appointees can send their applications to board@wfcerie.coop by the close of business day on May 11. A Special Directors Meeting to vote will be planned - in the event the BOD needs one - at the May 12 meeting.
S. Gross also mentioned that one of the vacant terms is a three-year term that started at the same time as board member Derek Golembeski. She asked if it would be allowable for Derek to put his name in consideration for an equivalent open position to gain the 3 year term instead of his 2 year term. F. Tepfer mentioned she is also a two year term director though she started before D. Golembeski
S. Gross asked for a motion to accept the discussed process of replacing the two seats as soon as possible.
M. Barron moved to accept the process discussed in an effort to fill vacant director seats in a timely manner. D. Golembeski seconded. After a roll call vote by the newly appointed President, the motion passed without dissent.
Collection of Board questions for legal counsel re: EDDC proposed lease agreement
Questions for Counsel were shared and answered from the BOD last review of the ProForma. Board member comments re: EDDC proposal
S. Gross indicated that the Co-op was at a crossroads with regard to the downtown store project. By finishing the edits of language from the Lease Agreement, it would follow that the Co-op would move to sign off on the Lease Agreement. She stated the Board needed to soon vote on whether or not to move forward with the next step. She asked for discussion on the questions that were submitted. She asked that any questions be answered in this meeting. She allocated 5 mins. to each director to speak.
L. Nieratko spoke, asking that BOD come to a consensus about the viability of this project, or not? Yes or no? She is committed to acting on either decision.
A. Gates spoke that she was torn about the decision. She felt the risk may be too much. Much of her reservation was surrounding the involvement of the EDDC. The Shopping Programs for lower income families will be a large part of her decision making.
D. Golembeski feels the opportunity is wonderful. He likes the accessibility, because he is a resident of the downtown area. He wants to be a part of the solution and would be proud to have the opportunity to act on it. He asks that the BOD not be reactionary to negative comments. He is pro about signing on.
M. Barron does not feel the lease will be an issue, as the EDDC is willing to give the WFC whatever it is that it needs. The landlord does not seem to be an issue. He feels our counsel has moved on from a defensive position. He feels it is a difficult location to project outcomes for a long term business. If it’s a failure, what then? What can we do in an effort to get shoppers coming and staying? He doesn’t feel conversation surrounding the landlord serves any good purpose.
S. Gross feels that doing nothing is not an option. She values the fact that the WFC was contacted as having a seat at the table. She knows the project will be high profile and states that any publicity will be press for the 26th St. store. She would like to talk more about the worst case scenario. If it tanks, does the Coop consolidate effort? She feels much of the negative, if there is any, will not accrue to WFC, but to the EDDC.
A. Kaminski agrees that setting sites on a reasonable expectation for generating profit. She also resonated that this is a once in a lifetime opportunity. She would like to see the bolstering of the financial position of the new store be as strong as our current store. She would like to know more about Ops and Management in an effort to know what type of job detail will be expected. She would also like to know what the worst case scenario would look like. She feels torn about the circumstance, but remains optimistic.
K. Schaaf feels given the unusual circumstance, everything proposed is possible - but only if we can deliver in continued energy and action. He feels there is value to being defensive in this scenario. The benefits of implicit marketing through publicity are undeniable. He feels we need to determine what the BOD needs to do in an effort to make it happen.
F. Tepfer has reservations about the EDDC and the gentrification of the downtown North Park Row corridor. She continued with several questions; How will the patronage be when they are asked for $500,000? How many patrons will that be? What is the time frame for the WFC to come up with the matching funds? How does Operations feel about the project? Is it necessary that the Cafe be a part of
the layout? May we have our own restroom? Can we ensure mobile access in the store to our patrons? Will parking actually be as accessible as proposed?
L. Nieratko confirmed the lease signing is contingent on the WFC raising the capital.
S. Gross asked if the BOD could vote on moving forward during the May 12 Bonus meeting. A. Kaminski proposed BOD bring forward questions that need to be answered before moving forward - before the May 12 meeting.
S. Gross then opened the floor to attending staff and guests for comment so BOD might hear thoughts from those in attendance.
PG Committee Meeting; Rescheduled
Different meeting date and time will be determined.
Closings
May 12 mid-month Work Session Agenda:
● Review Applicants for new directors
● GM will provide support in answering what questions she can regarding Operations.
Next Board Work Session Meeting is May 12, 2021 at 6:00 pm.
Monthly Board Meeting is May 26, 2021 at 5:30 pm
The meeting was adjourned by the President at 7:35 pm.
Minutes respectfully submitted for review and edit by Alethea Bodine, 5/10/21 April 2021 Minutes edited and approved, 5/26/21