Board of Directors
MEETING MINUTES
(December) December 29, 2021 - 5:30 pm
ZOOM meeting - Hosted by K. Schaaf
Attending: President - Shari Gross, Vice-President - Alison Kaminski, Secretary - Kevin Schaaf, Treasurer - Michael Barron , Directors: Derek Golembeski, Joelyn Bush, Chauncey Dumbuya Brown (attended late), Liz Bugbee, Amanda Gates
Staff Personnel: General Manager- LeAnna Nieratko, Marketing Manager - Heidi Yeagle***,** Board Assistant* - Alethea Bodine
Guests: Freda Tepfer
President, Shari Gross welcomed everyone by opening the floor for comments, from those Member/Owners present, to the board.
Comments: Freda commented that the online information regarding the Capital Campaign was difficult to read. She asked if the EFC had a back up plan for funding in light of the $200,000 deficit in fund raising thus far.
LeAnna shared that the EFC has a number of grants that have yet to be processed. Shari added that the Capital Campaign is not quite over yet.
AGENDA:
Shari Gross called the meeting to order at 5:30
Review of Last Month’s Minutes; K. Schaaf
Motion was made by Derek to accept October Minutes with suggested edits. Amanda seconded. All were in favor. Motion passed.
Treasurer Report; M. Barron
Michael reported (2) Investor refunds and (13) new Member/Owners for the month of Oct. 2021
Liz made a motion to accept Michael’s Report. Joelyn seconded. There was no discussion. Motion passed.
GM Reporting; L. Nieratko
Sales for November were $377,600. This is up 1.3% to plan and 5.38% to last year. Transactions were up 17% to last year.
LeAnna explained that the only amount being shared in the Business Plan is the Labor. Cash balance as of November 30th was $235,867 which is above the NCG recommended threshold of 10 days cash on hand at 24.
FYIs
Downtown Store:
The building is almost finished with a ton of equipment already in place. Tours have been held for staff. The Capital Campaign continues to be slow at around $45,000. Due to this, the EFC has submitted for two separate grants (The FFFI and the HFFI) with grant potential of $250,000. LeAnna is working with Don Moffit to update the proforma with consideration for external loans and other grants ($50,000).
The EFC has hired a store manager, Vivian McCullum. She comes with a wealth of experience. 26th Street Store:
EFC was approved for the FFFI (Parking Lot Grant) in the amount of $25,000. The entire lot costs $70,000 - crucial repair areas are being discussed.
Staff was gifted with PTO for Christmas; 8 hours for FT employees, and 4 hours for PT. On 12/23 we had a visit from JET TV who did a nice story on a gingerbread house that EFC Bakery Lead, Michaela made. She created such thoughtful details, and we were happy to share it. The Bakery Department also tried take-home cookie trays for the holidays that were very successful.
Discussion: S. Gross asked if keeping PTO available to staff was an issue. LeAnna responded that it has not been an issue yet. Kevin asked if there was a correlation between last year's sales and this year’s sales. LeAnna explained that the Cafe sales are accounting for some of the extra sales, as many customers are making more than one transaction per visit.
Policy Compliance; B1 - Financial Condition; L. Nieratko
The business plan is provided in 6-month time frames which constitutes two quarters. While the latter half of this quarter typically carries more of the sales, actual sales for this period represented 50% of the business plan. Sales for this period were $1,215,973, which is virtually flat to plan. This is up nearly 5% to 2020.
Unadjusted net income for this period was -$60,411. Of this, $14,819 represented labor to the Downtown store which will be broken onto a location specific Profit and Loss, taking the net income to $45,592. Looking at results for October and November, plus the adjusted average for December, it is likely the net income will fall at -.04%. There is a margin of error here including December being up 11% to last year as of 12/26 and administrative labor being reduced as it is split between two stores.
Debt to equity is calculated by taking our total liabilities and dividing them by our shareholders equity. Our total liabilities on our Balance Sheet for September 30th, 2021 were $857,992 and our total equity was 1,226,864. The debt-to-equity is 0.70:1.
The July-September period called for 45 new member owners. This would have been a 37% increase over last year. Our actual in this time frame was 67 new member-owners, or a 40% increase over last year.
NOTE: At the time of the 2021 Business Plan, we did not have a policy calling for paid-in equity to be expressly stated. This will be added to Business Plans going forward.
In August 2021, the Board voted to accept a sale offer on the WFC Food Truck for $60,000. That sale was
complete in October 2021. No other events of this nature occurred in this time frame.
The Co-op works with a 3rd party accountant, McGill Power & Bell, to ensure all payments are made accurately and on time. There were no violations in this period.
The Co-op works with McGill Power & Bell (as mentioned in B1.10) to ensure out financial record keeping is appropriate and inline with GAAP standards. Additionally, we underwent a best-practices review with Wegner’s CPA in 2018 with no violations at that time.
Policy Compliance; B3 - Asset Protection; L. Nieratko
EFC insurance policies meet the 90% replacement value standard as set in previous policies and are consistent with appropriate coverage for a building of its size.
ErieBank is EFC’s bank for regular use as well as our property and equipment loans. They are a member of the FDIC and are fully protected. We follow standard loss prevention procedures for making deposits that consider the safety of staff and the security of the deposit.
The Co-op looks at building security in terms of preventative measures. The building is secure on the following measures: Cameras, Smoke alarms/heat sensors, floodlights and Employees must enter and exit protocol.
The Co-op keeps a full time IT person on staff who regularly reviews our security protocol. Some important measures we take: passwords, Remote access, internal files and data are backed up on a secure remote server and all public wifi access within the store is segmented physically on a separate LAN.
Access to owner information is available to the Board directors when counting of ballots after the annual Board election. This information is digitally kept on file. The physical files are kept locked. Only the Marketing Manager, the IT Manager and the CEO/GM have the key.
The Marketing Manager may use owner information when determining a marketing strategy for the Co-op. The Marketing Manager also provides a list of owner’s names and addresses to NCG so owners can receive the Co-op Deals coupon books via direct mail. Member information is never sold or used for non-Co-op purposes. Only qualified EFC personnel have access to the member-owner files and information. Customer information is not typically stored. If it is, it is subject to the same security standards as member-owner and staff information.
All financial transactions at EFC are transparent; a system of checks and balances are built into all financial matters to ensure that more than one person is aware of all transactions. The Business Office personnel write business checks for invoices. Only the CEO/GM, the Store Manager, Grocery manager and the IT manager are permitted to sign checks.
A detailed summary on any Balance Sheet or Profit & Loss Statement is routinely provided through Quickbooks. The CEO/GM has access to these records and analyzes them monthly, though the CEO/GM does not have access to Quickbooks itself and there 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. Buyers are required to disclose any potential conflicts of interest with vendors.
The CEO/GM runs all potential new contracts through our attorney. In addition, more significant contracts are brought to the Board for consideration as well as our contacts at NCG.
The CEO/GM writes a business plan every six months that includes public facing initiatives. The staff and Board review this plan and have an opportunity to provide feedback. The EFC is cautious to not take risks on public issues unless they fall within our Ends or our cooperative mission.
The Co-op has a designated marketing team who are authorized to put out and manage content for the organization. Generally, the CEO/GM delivers public facing messages that are sensitive in nature. The Board also maintains a policy on public messaging.
The Co-op has excellent resources through a partnership with NCG including a designated point-person who gives feedback on a variety of topics including public relations. Additionally, an attorney who weighs in issues of concern.
Derek made a motion to accept LeAnna’s Reports. Michael seconded. There was no further discussion. Motion passed.
Board Policy & Learning - D1 - Unity of Control & D2 - Accountability of the CEO/GM; S. Gross
Kevin discussed that Alison and he had worked together to set up a new “EFC Board Documents - Main Folder” to house policy reviews, etc. Policy review Google Forms have already been created for most Board policies to be reviewed during this fiscal year.
Michael made a motion to accept Board Policy D1 & D2. Amanda seconded. There was no further discussion. Motion passed.
Board Learning - Fiduciary Responsibility: M. Barron
The BOD is the brain trust of the Coop and should be working for the Coop as a whole. As a DIrector, your responsibility changes from member to being responsible to the Coop as a whole. 1) Duty of Care; prepare, attend and participate in a constructive and proactive way. 2) Duty of Loyalty; disclosing conflicts of interest, keeping interest of the Coop at heart, confidentiality.
New Business
Revised 2022 Board Calendar; S. Gross
In the past, the Annual Meeting was held separate from the BOD Meeting. Moving forward these meetings will be held together. As the BOd approaches the end of the year, the directors should meet to discuss if these will be changing.
Capital Campaign Committee Report; D. Golembeski
Derek shared that there are more people interested in securing a loan than the last time he asked. He continues to find many people who are unaware of the Capital Campaign. He feels there are several
members who have no idea that the Coop is planning to expand into a second location. He confessed to having made over 500 calls - most of which have been positive.
Shari asked if there was a way to solicit for support via email.
Joelyn shared that the response has been overwhelmingly good.
Date and topics for ½ day Columinate retreat in February
Shari has proposed that the BOD meet - via Zoom - for Retreat for a half a day on some Sunday in February. The directors discussed potential dates and times. The first and third weekends were considered. Shari asked for suggested topics to be covered. LeAnna suggested oversight of two locations and how that differs for the BOD.
Closure:
Next board meeting is January 26, 2021 at 5:30pm.
Proposed Business Plan - January - June 2022
LeAnna added the change from the January to June Update. She requested that the BOD please vote on the proposal for new phones for managing staff.
Discussion: There was discussion surrounding the parking lot and how to utilize the monies received through the grant.
Derek made a motion to accept LeAnna’s Capital improvement plans as proposed. Michael seconded. There was no further discussion. Motion passed.
Derek made a motion to adjourn. Amanda seconded. Meeting adjourned at 7:00 pm. An Executive Session was held immediately following the Director’s Meeting.
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Minutes respectfully submitted by, Alethea (Lea) Bodine - EFC Board Assistant