Board of Directors
MEETING MINUTES
September 22, 2021, 5:30 pm
ZOOM meeting - Hosted by GM, L. Nieratko
Attending: President - Shari Gross, Vice - President - Alison Kaminski, Secretary - Kevin Schaaf, Treasurer - Michael Barron, Directors: Derek Golembeski, Amanda Gates, Joelyn Bush, Chauncey Dumbuya Brown
Not in attendance: Gretchen Fairley
Staff Personnel: General Manager- LeAnna Nieratko, Produce Manager - Paul Gates (Board Learning), Finance Officer - Ben Bowman, Marketing Manager - Heidi Yeagle***,** Board Assistant* - Alethea Bodine
Guests: None in attendance
President, Shari Gross welcomed everyone by opening the floor for comments, from those Member/Owners present, to the board. There were none.
AGENDA:
Review of Last Month’s Minutes; K. Schaaf
Motion was made by M. Barron to accept August Minutes with suggested edits. K. Schaaf seconded. All were in favor. Motion passed.
Treasurer Report; M. Barron
Michael reported (5) Investor refunds and (22) new Member/owners for the month of August. GM Reporting; L. Nieratko
Net income was low, but a healthy start - considering the hit we have taken since the Pandemic. She reported a good start for the Fiscal Year.
FYIs
Downtown Store
The EFC awaits the confirmation of delivery dates for equipment to set an opening date. In the meantime,planning continues; including product mix, staffing and strengthening internal processes. Substantial completion is slated for November 20th. Work is being done with the other tenants on potentially hosting a pop-up around thanksgiving or a soft opening. It has been confirmed, the annual meeting will be hosted in the new location.
Capital Campaign
Round Ups at the Cashier stations will be put in place for the Capital Campaign. There will be some funding from other places. Board Members are invited to table at the 26th St. location.
**Food Truck**
The Food Truck is scheduled to sell to a local buyer for the asking price ($60,000). Specifics will be shared as details emerge.
Staff Benefits
Oct. starts a gratis program determined by the Department Managers. A Labor Gains Program will be started in the New Year.
New Bulk Bins, new signage and new EFC promotional items constituted the major expenditures this month. GM Policy Reporting: B 4- Financial Condition (Year End); L. Nieratko
The board approved the listed liabilities, or potential liabilities, that are still active; mortgage and food truck. No late payments were made, or grievances made on accounts. No major purchases met the threshold to require a vote during the 1st quarter of the 21/22 FY.
Performance indicators; Sales, Labor, Margin and Net Income were outlined in the Business Plan of May 2020. Each with a corrective action plan. LeAnna then went on to illustrate the differences in projection, indicating and giving some credence to the shared administrative labor hours the Expansion Project will incur over time.
As of June 30 2021, assets are at $682,217 and $281,234 in current liabilities. This would give us a current ratio of 2.42:1. With NCG investment ($77,647) removed, a ratio 2.14 is still in compliance.
Growth-minded investments into the business for this year include:
• Investment in ECRS training and implementation
• A mural installation
• Purchase of a new receiving door
• Installed new external signage
• The start of rebranding
• Investment in research and development for a second location
The cash balance has been above the 10 days cash on hand threshold as defined by NCG.
Total liabilities on our Balance Sheet from June 30th, 2021 equalled $888,421. Total equity was 1,262,561. The debt-to-equity is 0.70:1.
The challenge of predicting sales during the pandemic factors into this noncompliance. During planning, both food service and bulk were over-projected, expecting that restrictions may have been lifted sooner - or would have less of an impact on the planning assumptions around last year’s numbers. January and February were
restriction months in 2021, but not in 2020. This is detailed more thoroughly along with an action plan for compliance in the Jul-Dec 21 business plan.
Additionally, distribution challenges and changes in shopping patterns have created some unexpected sales results. Wellness has seen decreases in sales categories for Co-ops nationwide, but this is especially impactful to us since wellness makes up such a large percentage of total sales. This was factored into the business plan for July-December 2021, as much as possible.
Department managers are responsible for key indicators of operational performance as they appear in the business plan including sales, labor and margin. They also are accountable to
expenses related to their departments. Administrative departments are required to support the operational departments in whatever ways are appropriate. All managers are evaluated quarterly on their performance.
LeAnna also reported that all Accounting Statements are uploaded to her shared folder monthly for the Board to review.
Discussion: Shari mentioned that she appreciated the fact that LeAnna is reporting on six months at a time. Michael asked if, moving forward, the Finance Committee could meet briefly - prior to the BOD Meeting - so that directors could learn and have a greater understanding of this report. There was some favorable response to this.
Motion was made by C. Dumbuya to find the GM compliant with Policy B4 - Financial Condition. M. Barron seconded. There was no further discussion. Motion passed.
Board Policy Evaluation: D11 - Patronage; A. Kaminski
All but Gretchen responded. Discussion asked if a patronage dividend would ever be reinstated? Shari responded that the model has been to navigate the sales discount in a way to refund patronage as member-owners participate/buy. LeAnna added that she did not feel a patronage dividend would be included any time in the near future.
Motion was made by A. Kaminski to find the Board in compliance with Board Policy D11. A. Gates seconded. There was no discussion. Motion passed.
Board Learning; EFC Produce Manager; Paul Gates
Paul started his report by sharing how he has added two new people and is training a Buyer for the Perishable Department. Meadow, who is now a new Buyer, has done a total reset of the Refrigerated section. Grabski eggs and meat have all but disappeared, so she has had to find new vendors. She found local producers Handley Farm, Hillside Meats, Taylor Farms and Hogback Farms for eggs. She found Pot of Gold raw whole milk for the refrigerator, which is now one of our top sellers.
We have added vendors to round out the dairy and frozen departments. Paul reported having to reestablish connection with old producers. Farms 153 and Kayhill were still producing.
There have been some issues with delivery - nine incidents in the past six months. More consistent delivery services have been found for the EFC - especially in the winter when the roads are tough to navigate. The EFDC has a new connection with a Cleveland delivery system. Some of our lettuces and herbs are provided by Great Lakes Growers.
Cider and apples are being carried from the Cleveland area as well. Conventional (or local, clean) produce has been added to the line up. Some of the melons are conventional, to save money. Stone fruits don’t do so well. Potatoes and onions do well, as far as conventional produce goes. Luminary Distillery and local mushrooms will be added soon, as well.
**New Business:**
CBLD Program Enrollment
Cooperative Board Leadership Development is still on the table for the BOD with Columinate. A $7450 program if enrolled by mid-October.
Shari asked if the BOD had any questions or wanted to discuss continued participation in the program. Ben Bowman offered to put the directors on the emails from Columinate, so they might better utilize it as a resource.
A roll call vote was taken of continuing with Columinate. All were in favor of renewing with Columinate. LeAnna agreed to do so on behalf of the Board.
PG Committee; M. Barron
October will be a big month of meetings, and more information will be shared with the entire board during the October board meeting.
Capital Campaign Committee Report; D. Golembeski
A script was created by Kendrick Tate for Directors to practice. The call banks are pending final OK of status for donations and gifts from counsel. LeAnna responded that there is some operational work that has not been shared, but will be in the coming weeks. There is still a prospective date of Nov. 20 to end the Campaign.
Member Linkage Committee Report, Discussion re: Annual Meeting
Alison reported that she will be emailing LeAnna what movement the directors plan to make, after speaking with the Operational Team, in the coming month.
Nominating Committee report; K. Schaaf
Three of the six directors are up for reelection this year. Photos and info should be sent to Heidi, in Marketing, this week.
Closings; S. Gross
Annual Meeting is scheduled for October 24, 2021
There is no Mid-month Board meeting planned
Next regular board meeting is October 27, 2021 at 5:30pm.
Motion was made by A. Kaminski to adjourn. A. Gates seconded. Meeting adjourned at 6:39 pm. An Executive Session was held immediately following the Directors Meeting.
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Minutes respectfully submitted by, Alethea (Lea) Bodine - EFC Board Assistant