Board of Directors
MEETING MINUTES
August 25, 2021, 5:30 pm
ZOOM meeting - Hosted by GM, L. Nieratko
Attending: President - Shari Gross, Vice - President - Alison Kaminski, Secretary - Kevin Schaaf Directors: Amanda Gates, Chauncey Brown-Dumbuya, Joelyn Bush; Gretchen Fairley was unable to attend
Not in attendance: Derek Golembeski, Treasurer - Michael Barron (attended late)
Staff Personnel: General Manager- LeAnna Nieratko, Grocery Department Manager, Eryn Schaffer (Board Learning), Marketing Manager - Heidi Yeagle***,** Board Assistant* - Alethea Bodine
Guests: None in attendance
President, Shari Gross welcomed & introduced board members, staff and guests before opening the floor for comments with the board.
AGENDA:
Owner Comment Responses, 7/28/21
Shari drafted and sent a letter in response to Maggie Gleason’s concerns. Michael addressed Barb Dailey’s concerns directly.
Review of Last Month’s Minutes; K. Schaaf
Motion was made by J. Bush to accept July Minutes with suggested edits. A. Gates seconded. All were in favor. Motion passed.
Treasurer Report; M. Barron
(28) New Members and (3) requests for refund. The trend continues to be more new members than those leaving. He reported that he plans to create a report of this metric for future meetings and reference.
GM Reporting, July 2021
Net income for July was $1403. The average net income for July has been around -20,000 since 2015, when the Food Truck was purchased. The income for July includes expenses for labor for the Downtown store totalling over $7,000. As of July 31st EFC has $289,632 equity. 28 new member-owners joined in July. This is a 154% increase over new member owners for July 2020 and 56% increase over 2019.
**FYIs**
Name Change Updates
Things are moving along! Changes have occured on most internal documents, logo and some social media accounts. The signage outside and Facebook accounts will take more time. A fictitious name change has been filed and will be changed after legal documents are shared later this year. Downtown Store
Capital Campaign plans are being finalized. Staffing plans are underway, starting with the impact to the 26th street store Staff.
Food Truck
Ads for the Food Truck were placed on Craigslist for Erie, Buffalo, Cleveland, and Pittsburgh. It is also listed on the EFC social media pages. There has been some outreach via word-of-mouth. Details will be gathered and presented to the Board before any offers are made. Truck Cost was $ 94,592. It has depreciated $ (30,741), which leaves $ 43,610 outstanding on the loan.
NCG
Leanna Nieratko reported being appointed to the NCG board on 8/21 as the direct representative of the Erie Food Co-op. This Board also utilizes Policy Governance. LeAnna sees it as a great opportunity to observe and participate in the organization. Additionally, compensation for her Board service goes directly to the EFC as $250/month.
Discussion: Shari congratulated LeAnna on being elected to the NCG Board. What a great honor. She went on to ask what the rebound in numbers between last year and this year could be attributed to. LeAnna responded that sales are up, perhaps due to better Marketing and the Cafe rebound. Joelyn asked if the buyer on the Food Truck is local and if they would be maintaining the name.
An Executive Session was during which LeAnna updated the Directors on offers for the Food Truck.
After some discussion, Shari made a motion to support LeAnna in proceeding with prospective sale of the Food Truck at $60,000 unless another buyer surfaces before Sept. 1st. A. Gates seconded. Roll Call vote was taken. Motion passed.
GM Reporting: B 5- Asset Protection
Leanna reported that currently, the EFC does not have a Board-appointed auditor, nor have there been any formal standards established by a Board appointed auditor. The accountant reviews bank statements and payroll statements quarterly with the operations team and members of the board. The EFC underwent a Best-Practice Audit in August 2017. There was also a financial review on the 2017/2018 FY in which found no significant deviation from our accountant’s data.
Inventory Specialists are retained annually to complete a physical inventory quarterly.
The GM reported all financial transactions at EFC are transparent; a system of checks and balances is built into all financial matters to ensure that more than one person is aware of all transactions. Only the GM, the Operations Manager, Grocery manager and the IT manager are permitted to sign checks.
A detailed summary on any Balance Sheet or Profit & Loss Statement can be provided through the business ledger, kept by the Finance Department. The GM has access to these records but does not have access to the ledger itself and therefore cannot access or change information without the
Finance Department. Any purchases made with an EFC bank card are matched with a receipt. Any local purchases made with cash or a check are accompanied with a receipt and verified by the Finance Department.
EFC has a quarterly equipment maintenance agreement for refrigeration and heating. It also has contracts with landscaping, electrical support and plumbing technicians. Attempts are made annually to keep the parking lot and outside areas in good repair to avoid accidents. In 2017 the sidewalk along 26th street was fixed. In 2018 flooding issues were repaired for the patio seating area. In 2019 potholes were filled and parking lines repainted in the parking lot. In 2020, pot-holes were patched where necessary. Safety concerns within the store are addressed as needed. Emergency equipment breakdowns are addressed immediately. All MOD’s and department managers have the authority to contact the appropriate technicians in the event of equipment failure.
Note: LeAnna has written a grant application to repave the parking lot in 2022.
The Fire and Alarm Security System secures the building during all hours. There are smoke alarms/heat sensors throughout the Co-op, including the basement. The parking lot is equipped with flood lights to illuminate the evening and early morning hours. Employees must sign off on reading and understanding traffic to and from the building. Product loss is tracked for spoilage and theft. External property damage is reported to the police. All staff receive training in theft prevention. In 2018 temperature sensors were installed in the main coolers and refrigeration units. New cameras were installed throughout the store in 2019 including the interior hallways, exits, entrances and on the sales floor.
There are written plans in place for power outages, refrigeration equipment failure, bomb threats and robbery. A phone tree is accessible to all employees. Emergency numbers are posted at (4) locations in the store.
Discussion: Gretchen asked if LeAnna still needed letters of support for the Parking Lot Grant. LeAnna is still accepting letters. Gretchen offered to ghost write for some of the other businesses that share the lot and the traffic. LeAnna agreed, that would be welcome. Gretchen also asked if the next audit would be in 2020, offering that a two year audit schedule is favorable for grant writing. Shari responded that audits are expensive and time intensive, so they are therefore less frequent. She went on to share that because EFC is not a non-profit organization, it does not have to respond to requests for audit as frequently. LeAnna also responded that audits are typically recommended by the accountants.
The President asked for a motion. Motion was made by J. Bush to find the GM compliant with General Reporting for the month of July and Policy B5 - Asset Protection. A. Gates seconded. There was no further discussion. Motion passed.
Board Policy Evaluation - D5: Board Member Code of Conduct; A. Kaminski
Alison reported all Directors voted in compliance. There was no further discussion.
Motion was made by M. Barron to find the Board in compliance with Board Policy D7. A. Kaminski seconded. There was no discussion. Motion passed.
**Board Learning; Grocery Department Manager, Eryn Schaffer**
Eryn reported that NCG (National Cooperative Group) represents 140 stores in 38 states. They account for 2.3 billion in sales and serve 1.3 million consumers. NCG provides a centralized service without impacting the autonomy of each Coop. It’s hard for smaller independent stores to remain competitive, but NCG makes it possible. They offer Fair Trade products, advocate for Fair Wage, purchase of sustainably sourced products and follow Best Business Practices. The EFC does participate with most of the programs they offer - A & B Cycle sales. Coop Deals was one of the pinnacle programs that NCG assisted in creating an affordable foods program - “Coop Deals” keeps the Coop competitive with other big box stores. NCG gives Cooperatives buying power.
Cafe and Produce Departments do not participate in these purchases, because NCG does not carry products they typically need or use. Coops preorder for sales items so that collectively, they can get the best price. “Coop Basics” is another food program - EDLP - everyday low price - offering a product line that is organic and sustainably produced. The Coop is able to sell Organic Valley Milk at $6.29 per gallon, but is actually sold at $11.99 per gallon at other stores.
Marketing is featuring these products in the front displays of the store. We will also be participating in a program called “Core Sets”. This program is typically generated by stores with a larger staff. NCG also offers Core Set products that are big sellers across the nation, which again, offers the Coop more buying power offering a lower price on the foods we seek.
Distributorship is always a big question. In addition, as a consequence of the Pandemic, the long term availability of our self-serve containers is also uncertain. The long and short of it comes down to staying competitive. The EFC has brought on some smaller distributors in an effort to stay stocked.
Eryn also reported that the Bulk bins are back to some degree, but she is still holding back on bringing the Bulk Department in full force until the Pandemic safety protocols that constrict numbers and usage, lessen.
Discussion: Shari expressed appreciation for Eryn’s report. Eryn shared despite the compounded stressors the Pandemic has brought to her job, that she is still committed to serving the Coop’s Ends as best she can.
New Business: S. Gross
Retreat: 9/12 Half Day via ZOOM
Which half of the day? Shari supports earlier than later. The Directors landed on meeting earlier - 8:30 am - with (2) 10 min. breaks. Shari suggested a Retreat Kit for Directors. LeAnna offered to do this - available for DIrectors to pick up by Saturday evening. She asked for Directors to share their dietary needs.
PG Committee Report & GM Eval Committee Report: Recommendations
Shari reported that the Board has been missing a Policy on Treatment of the GM since the Coop’s inception. She shared that new Policies have been drafted and will be recommended for adoption soon. She feels the Name of the GM Evaluation Committee should be renamed and presented a solution. She feels the Committee will be ready to make a recommendation for salary and compensation recommendations by their next meeting. She then shared her “GM/Board Relations”
resolution.
Proposal to modify GM Evaluation Committee Title and Charter
1. Change the title of the GM Evaluation Committee to the “GM/Board Relations Committee” or something similar in scope and intent.
2. Current committee members will continue their present term until the end of the Board year. 3. Each November, the Executive Committee will appoint/invite members from qualified board volunteers. Helpful qualifications will be experience in HR, management, law, conflict resolution, policy governance, past committee experience, etc. At least one member will be from the Executive committee and will chair the committee. 4. The new board charter will be:
This committee is charged with cooperating with the GM to maintain a productive working relationship between board and GM, and to ensure effective implementation and monitoring of the GM’s employment agreement and compliance with related policies.
a. The committee will research and address issues of GM compensation and benefits and will make recommendations to the board in a timely manner at least annually.
b. The committee will develop a new employment agreement annually with the GM, for board review and approval.
c. The committee will prepare the GM’s performance evaluation letter for review and endorsement by the Board.
d. The committee will provide an avenue for remedy for the GM to address any complaints, grievances and concerns from the GM regarding mistreatment by or material conflict with a board member or members. The committee’s goal would be ensuring a fair and thorough handling of conflicts between the board and GM. Committee members with a conflict of interest in such a matter will recuse themselves, and the Executive Committee will appoint a replacement.
Discussion: Michael shared that the resolution looked good. Gretchen asked what time of the year a new Chair would be assigned? Joelyn suggested a change of the title of the new policy, but appreciated it’s thoroughness.
Shari then motioned to accept and approve the Resolution as edited after discussion. Gretchen seconded. The New Policy Resolution was adopted.
Capital Campaign Committee Report; J. Bush
Joelyn reported that she and Kevin will be starting practice sessions tomorrow, 8/26. She went on to explain the calling card that Kendrick Tate created for the directors to use. LeAnna went on to explain that his piece will be shared with those directors that will be making calls. Joelyn asked if anyone had any questions. Calling lists, times and schedules will be created shortly.
Michael asked if details about the loan would be made public. LeAnna shared that they were planning to keep these lists as short as possible, so this information will be sent as it is requested.
A schedule for practice rounds - which will be conducted at the Coop - is being circulated via Doodle. Member Linkage Committee Report, Discussion Re: Annual Meeting; A. Kaminski
Alison shared that the Linkage Committee was a joint meeting on 8/4 with the EFC Ops Team. Alison and Kevin posed suggestions regarding the level of participation the Board would like to participate in the Annual Meeting. There was much brainstorming about how to better connect with the Member Owner base. Things suggested included having a regular column in the Newsletter, tabling during events, surveys or Blog posts. Notes from this meeting can be found in the Committees Folder for FY 21/22.
**Nominating Committee Report; A. Gates**
Amanda reported she has not received any new applications for new Board Applicants. She went on to remind those members who want to remain in service, need to run again. She also shared that she would reach out to those applicants that have run before, asking if any directors would be open to holding a “Coffee with the Board Session” for those applicants that may have questions.
Discussion: Joelyn asked if the EDDC might be able to share the announcement on their social media. Amanda offered that perhaps some of the Community Groups the Coop associates with may be able to share the announcement. Heidi suggested that old applicants be contacted for running again. Sept. 20 is the very latest applicants could submit their application.
Gretchen suggested that a jobs board posting be created for such postings - just as is done with new employee positions. Shari agreed that staff may be able to help give this a boost through social media.
Closings:
Mid-month Board meeting is planned to convene via Zoom Wednesday September 15th at 6pm. This meeting will be an Executive Session. Please note the change in week.
Next regular board meeting is September 22, 2021 at 5:30pm.
The President asked for a motion to adjourn. M. Barron made a motion. A. Gates seconded. The meeting adjourned at 7:21 pm
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Minutes respectfully submitted, A. Bodine - 8/26/21