!**Board of Directors**
MEETING MINUTES
December 28, 2022 / 5:30-7:30pm
Hosted in EFC Community Room, 1341 W. 26th
Attending: President - Shari Gross, Vice President - Kevin Schaaf, Treasurer - Derek Golembeski, Secretary - Liz Bugbee; Directors: Amanda Gates (attending via Zoom), Wren Holquist (attending via Zoom), Sarah Parker, Colleen Daisley
Staff Personnel: Chief Executive Officer/General Manager - LeAnna Nieratko; Marketing Manager - Heidi Yeagle, Marketing Associate - Ash Smitham
Guests: Marnie Foss
Member Owner Comments: No comments brought forward at this time.
AGENDA:
Shari Gross called the meeting to order at 5:36pm.
Review of Last Month’s Minutes; Liz Bugbee
No corrections or additions were requested.
Motion was made by Derek to accept the November Minutes as written. Kevin seconded. There was no discussion. Motion passed.
Treasurer's Report; Derek Golembeski
There were 10 new member owners last month and zero requests for return of investment. CEO/GM Reporting; LeAnna Nieratko
CEO/GM Report
Sales for November were up 4.2% to last year as an organization. Cash balance was below threshold during this period however a significant pre-purchase at the end of the month brought the cash balance above threshold. Steps to reduce cash burn continue to be a top priority.
26th street is outperforming plan by 1.3% for the year so far. Sales at the Downtown location for November were $40,781. The focus for Downtown continues to be managing labor and inventory, while analyzing potential customers, and increasing foot traffic and average basket size. There was discussion surrounding having a grand opening for the Downtown store, once the parking garage and construction on 5th Street is complete in order to increase awareness of the new location. LeAnna reported that the Coop will have a government employee available to them for 3 months whose focus will be community outreach.
LeAnna noted that the Downtown store experienced a total perishable loss due to a weather related compressor failure and is working on submitting a claim for the loss.
Policy Compliance
B1: Financial Condition
LeAnna reported non-compliance with sections B1, B2, B3, and B7. Sales and net income both underperformed the business plan for this period. Contributing factors include uncertainties about sales for the new store downtown. Our expenses including labor and purchasing were based on opening projections of around $40k a week and adjustments are being made to staffing, operating hours, and purchasing to get net income in line with expectations. Cash also dipped below the threshold of 10 days cash on hand during this period, however it has since recovered due to a subsidy plan to support Downtown that we had been waiting on since August. LeAnna also noted late payments this period as a result of a perfect storm of events including data loss and staff turnover. The data loss has been corrected, critical passwords and account access will no longer be only known by one staff member, and payments are caught up as of this meeting.
B3: Asset Protection
LeAnna reported compliance with all sections of this policy. EFC’s finances and security are adequately protected through the following: appropriate insurance and limits to liability, use of ErieBank (FDIC member), security cameras/alarms/lighting, IT security/network protection, safekeeping of member-owner information, transparent purchasing, contract due diligence, and purposeful decision making regarding public image and marketing strategies.
Motion was made by Liz to accept the GM’s Report and Policy Compliance Review. Colleen seconded. All were in favor. Motion passed.
Business Plan: January to June 2023
LeAnna reviewed the business plan. In light of all the excitement, uncertainty, and challenges of the Downtown expansion the theme that is highlighted throughout this period’s plan is intentionality. The focus will be on the following:
1. Excellent retail practices: Building financial sustainability through looking at each category and resetting shelves and strategies to meet shoppers needs, and
reformatting promotions and sales. As well as, monitoring and preparing for events in the wider community that may impact the organization.
2. Food accessibility: Meeting the challenges of inflation by securing the right distributors and reviewing our product allocation to meet the needs of the communities who frequent each location.
3. Commitment to our Ends: Strive towards defined and measurable efforts towards each Board stated priorities in our Ends to cover Erie, Education and Environment.
LeAnna reviewed the highlights of the plan as they related to projected sales growth and net income for the upcoming period. These projections are more in line with the continued start up period of the Downtown store and continued construction in the area. Additionally, goals for ownership and equity growth were discussed. Capital expenditures for the period include parking lot construction and a grease trap for 26th street.
Motion was made by Derek to accept the Business Plan for January to June 2023. Sarah seconded. All were in favor. Motion passed.
Board Policy Evaluation: Shari Gross/Liz Bugbee
D1 - Unity of Control
All board members stated compliance with all sections of the policy. Wren stated that it was difficult to judge compliance without recent observation and info and looks forward to gaining context regarding this policy.
D2 - Accountability of the CEO/GM
All board members stated compliance with all sections of the policy. Wren had the same comment as above regarding this policy.
Motion by Derek to accept the Board Policy Evaluation review. Colleen seconded. All were in favor. Motion passed.
Board Learning: Shari Gross
Shari reviewed the Board’s fiduciary responsibilities to the Co-op which include the Duty of Care, Duty of Loyalty, and Duty of Obedience. She stressed the importance of upholding them in both word and action and holding fellow board directors accountable for doing so as well.
New Business:
NCG Risk Assessment:
LeAnna shared the news that the NCG risk assessment was recently reviewed and recalculated favorably for the EFC.
Code of Conduct:
Directors reviewed and signed the 2022-2023 Board Conduct Agreement. Liz collected the signed agreements and will upload them to the Drive. Directors that still need to sign are asked to do so in a timely fashion and can leave signed agreements at the service desk at 26th Street.
Columinate Call:
Shari noted that the monthly Columinate call is on Friday, December 30th at 10am. She can share the Zoom link with Directors interested in attending.
_CCMA Conference:_
LeAnna shared that the CCMA conference will be held in Sacramento this year from June 8 to 10. There is an opportunity to send one Director to the conference and she asked that interested individuals to let her know ASAP.
Closure:
Next board meeting is January 25, 2022.
Next Policy Governance reviews:
CEO/GM - B9: Emergency Management Succession
Board - D3:Delegation to the CEO/GM and D4:Evaluation of the CEO/GM _Motion by Colleen to adjourn the meeting. Sarah seconded. Meeting adjourned at 6:55PM.