Board of Directors
MEETING MINUTES
October 27, 2021, 5:30 pm
ZOOM meeting - Hosted by K. Schaaf
Attending: President - Shari Gross, Vice - President - Alison Kaminski, Secretary - Kevin Schaaf, Treasurer - Michael Barron (attended late), Directors: Derek Golembeski, Joelyn Bush, Chauncey Dumbuya Brown, Gretchen Fairley, Amanda Gates shared she would not be available.
Staff Personnel: General Manager- LeAnna Nieratko, Marketing Manager - Heidi Yeagle***,** Board Assistant* - Alethea Bodine
Guests: Alice Nick, Brian Bonner, Michael Wahlster and Liz Buzbee
President, Shari Gross welcomed everyone by opening the floor for comments, from those Member/Owners present, to the board. There were none.
AGENDA:
Shari Gross called the meeting to order at 5:30
Review of Last Month’s Minutes; K. Schaaf
Motion was made by M. Barron to accept September Minutes with suggested edits. K. Schaaf seconded. All were in favor. Motion passed.
Treasurer Report; M. Barron
Michael reported (6) Investor refunds and (18) new Member/owners for the month of August. GM Reporting; L. Nieratko
FYIs
New Bulk Bins
20% Member Owner October Coupon
Capital Campaign and DIversity Training for staff
Submission for the Parking Lot - the EFC is a good candidate!
The Food Truck was sold to Federal Hill SmokeHouse
Discussion: Joelyn asked how our supply chain is doing? LeAnna reported that the supply chain is still compromised as the EFC continues to work to get WIC items in as well, but sourcing may have to come from different places. Shari shared that most stores are suffering this supply chain anomaly. Shari asked if there were health concerns with the staff. LeAnna shared that the staff turnover has been low, but there has been an increased level of absences due to Covid. She is keeping a close eye on
vaccination status and watching to see if mandates are necessary. Shari added that OSHA and Medicare will also, most likely, be passing down guidance on these issues soon. LeAnna added that the Cares Act money has run out and is now creating a strain on covering sick leave and paid time off. Gretchen asked if packaging was causing issues and LeAnna reflected that many problems in supply did center around packaging.
Michael made a motion to accept LeAnna’s Report. Kevin seconded. There was no further discussion. Motion passed.
Policy Compliance - B 9: Investors; L. Nieratko
LeAnna reported compliance in all aspects. Much of the Educational Programming is conducted through Marketing and Social Media. There were no changes to equity of membership requirements. Comment box, Annual Meetings, Virtual Forums and Listening Sessions are still in place. The Newsletter was reinstated in July 2020.
There was a new Disciplinary Policy reinstated recently, but there have been no issues. Michael made a motion to accept LeAnna’s Report. Alison seconded. None opposed. Motion passed.
Board Policy Evaluation; A. Kaminski
C2 - Accountability of the Manager
C3 - Delegation to the Manager
There were no issues raised by the Board. Shari asked how directors felt about Board Policy Reviews, on the whole? In the past Directors used to write a report very much on the level of the GM’s Report. Does the current method of review still serve us? Michael shared that perhaps we could review less frequently
and cover more policies in less time? It was decided to share the upcoming Policy Reviews at the end of each meeting so directors can review in a timely manner.
Michael made a motion to accept LeAnna’s Report. Alison seconded. None opposed. Motion passed. Board Learning: 21-22 Board Education Calendar; S. Gross
There was discussion about adding more time on Board Fiduciary responsibility. There was also discussion about how having an additional location will change topics of discussion for Board Learning. Departmental Updates will be more complicated.
Shari shared her plan for Board Learning, then discussed the movement of the November and December meetings forward a week, so that new board members would have an opportunity to have some orientation before starting. The Calendar was formed with the opening of the second location in mind.
New Business
Annual Meeting Wrap Up; S. Gross
Shari shared she was very pleased with turnout and overall outcome. There were several new faces in attendance and was one of the highest in attendance, on record. There were no major glitches.
PG Committee Report; M. Barron
Updated Governance Policy on B,C9 & D5. A GM Treatment Policy was added. The new policies reflect the return of Patronage.
**Discussion:** Kevin asked if there was a document that had the actual changes that had been made. There is not. Shari responded that in many cases there was no corresponding policy, so some were brand new. Kevin and others asked to table the vote on adoption of changes. Michael shared that
hopefully there wouldn’t be too many suggestions for changes, as the Committee has been working almost a year on the language. Derek added that the Committee did comb back through notes regarding changes. Shari said the majority of changes resided in the Board Conduct, GM Treatment and Patronage.
LeAnna, being the most familiar with the Policy Governance, walked the directors through what changes were suggested. This was acceptable to the board in lieu of a document noting the changes from the current policies, and Kevin rescinded his request to postpone the vote.
Shari made a motion to accept the proposed Policy Governance changes. Chauncey seconded. None opposed. Motion passed.
21-22 Board Policy Governance Review Calendar; S. Gross
Shari announced there is a new Policy Register. She asked that a small group of directors get together from the PG and GM Evaluation Committees to convene and create a calendar for adoption on Dec. 1st.
Capital Campaign Committee Report; D. Golembeski
The Campaign has been going well. Many messages have been left, but there are an inordinate amount of disconnected or wrong numbers in our contact list. It was requested that members with obsolete numbers be flagged to edit at the registers. Overall there have been very favorable responses.
Counting Votes; S. Gross
Last day of voting is Nov. 23rd. The Nominating Committee manages counting votes. Jason from IT will have to report on online voting that evening too. They must notify candidates that evening of outcomes.
Closure:
Next board meeting is December 1st, 2021 at 5:30pm.
Shari adjourned the meeting. Meeting adjourned at 7:17 pm.
An Executive Session was held immediately following the Directors Meeting.
---
Minutes respectfully submitted by, Alethea (Lea) Bodine - EFC Board Assistant