April 2009
Present: Margaret Drye, Tricia Groff, Ed Howes, Donald Kreis, Kay Litten, Diane MacDonald, Richard Schramm, Mike Yacavone
Absent: No one was absent
Staff: Terry Appleby, Eugenia Braasch, John Boutin
Guests: Mark Goehring, (CDS), Ned Dwyer (HCCS member)
Welcome and Introductory Remarks
Donald Kreis called the meeting to order at 5:35 p.m. Introductions were made around the table.
Agenda Review & Changes
The agenda was revised so that the Board could listen to the CBLD webinar about Board Self-Evaluation from 7:00 – 8:30.
Co-op Stories
David Thompson, Twin Pines Foundation, contacted Terry Appleby to inform him that $100K will be contributed to the NH Community Loan Fund, in acknowledgement of the HCCS’s significant investment in Twin Pines and its exemplary record of community outreach. The funds are intended to support development of mobile home parks as cooperatives. Currently, New Hampshire has 92 cooperative mobile home parks, approximately 6,000 units, currently the largest percentage of cooperative mobile home parks in the United States.
Approval of March18, 2009 Minutes
MOTION: Ed Howes moved to accept the March 18, 2009 minutes as amended.
Kay Litten seconded the motion.
VOTED: To accept the March 18, 2009 minutes as amended.
7 in favor, 0 opposed, 0 abstained, 1 absent.
The motion passed.
The minutes were amended to read (changes in bold text):
”Co-op Member Concern
Phyllis Fox…spoke about her desire to resolve issues regarding her participation in food demos in the Co-op stores. Board members thanked her for coming to the meeting, yet informed her that it is Co-op policy to avoid becoming involved at the operational level.”
Prior Month Action Items Review
1. Propose a process for addressing Hanover Co-op capitalization planning next steps. (Don, Terry)
2. Propose revisions to Co-op Ends Policies, reflecting Michael Shuman’s recommendations. (Don)
3. Make arrangements for appreciation dinner for Bob Hayes, Board members, Senior management team. (Genie)
4. Propose a revision to GP 4.5 policy. (Don)
5. Identify new data measures to track EL 3.7 Good Will. (Terry)
6. Outline a process for complying with policy GP 7.4. (Nominating Committee)
7. Discuss and plan member linkage efforts. (GP 2.1 Board Deliverables) (Board)
8. Discuss Co-op Service Station as part of 3-5 yr. Strategic plan. (Board)
9. Discuss the proposal for changing the fiscal year (April meeting).
The meeting broke for dinner at 6:05 p.m.
The meeting resumed at 6:25 p.m.
Policy Drafting
Ends Global Monitoring Report
MOTION: Mike Yacavone moved to revise the Ends Global monitoring policy. Kay Litten seconded the motion.
VOTED: To revise the Ends Global monitoring policy.
8 in favor, 0 opposed, 0 abstained, 0 absent.
The motion passed unanimously.
The revisions proposed to the policy are indicated by bold text for additions and lined out text for deletions:
Because of the Hanover Consumer Cooperative Society:
3. Customers and staff will be better educated about food and consumer issues and, as a result, make healthier choices [than those who shop elsewhere].
This policy will be monitored annually in January March by Management report.
The following revision was proposed, but not passed:
8. The region served by the cooperative will have, to the maximum extent practicable, a “local first” economy that minimizes ‘leakage’ of wealth outside the community.
The Board’s discussion centered on the merits of adding an eighth End statement because the other revisions to the policy had been discussed and agreed to at prior meetings. While everyone supported the concept of ‘local first’, opinions varied about whether, and how best, to codify the idea. After considering the ways in which the goal relates to the other Ends statements, and reviewing some of the ways that the Co-op currently pursues the objective of supporting the local economy through its operations, the Board decided that creating an additional End statement was not necessary. The GM noted that the Cooperative Principle of Concern for Community provides ethical guidance and that this objective is practiced at a high operational level already. There was not sufficient consensus to add the eighth End, but the other revisions were approved.
Discussion: Policy Development B-GM 6 Annual Audit
A brief presentation was made about two policy approaches to achieve the Board’s desired audit results. On the one hand, a prescriptive policy would provide step-by-step documentation. An alternative, characterized as ‘enabling legislation’ would describe the nature of the committee, its formation, members, responsibilities, and tasks. The Board agreed to discuss this topic at its June meeting.
CBLD Webinar: Board Self-evaluation
The Board listened to this presentation; a suggestion was made to discuss the topic at a later date.
2008 Treasurer’s Report
MOTION: Kay Litten moved to accept the 2008 Treasurer’s report. Mike Yacavone seconded the motion.
VOTED: To accept the 2008 Treasurer’s report.
8 in favor, 0 opposed, 0 abstained, 0 absent.
The motion passed unanimously.
There is no formal requirement for a Treasurer’s report, but it has been the practice for the Treasurer to make a presentation at the Co-op Annual Meeting. The report was not made this year in order to shorten the agenda. The report was submitted to the Board, so that there would be a public record of the Treasurer’s review of the Co-op financial condition. Board members agreed that this was an excellent report, and recommended that this historical record appear in future Annual Reports.
Discussion: Nominating Committee
Ballot counting for the 2009 Board election will take place in the Board Room on April 30th, beginning at 6:30 p.m. Candidates will be notified about the election results that evening. Kay Litten, Rosemary Fifield, Genie Braasch will participate in the process. Three additional people will be identified to assist.
President Don Kreis noted that perpetuation of the Board by the nominating committee is an essential task, with an annual cycle. Committee Chair Kay Litten observed that the board evaluations completed last fall could have helped to guide the identification of skills and qualities desired for the Board, but the results were not discussed or interpreted with this in mind. The committee successfully recruited six people to the candidate slate and an additional person who recently announced his write-in candidacy. Two people have expressed interest in running next year.
73rd Board of Directors Review
Board members spoke about their activities during the past year. Challenges and achievements included: the death of board member Peter Betts and the compassionate Board response, the passage and implementation of the tobacco policy, continued refinements to the nominating process, member linkage activities that generated dialogue to support Board decision-making, growth of the sustainability ethic and culture at the Co-op through Emily Neuman’s leadership (along with her involvement in the new Sustainable Hanover initiative), and Local First activism throughout the year culminating with the anticipated launch of a new program at Vital Communities. Board preparedness and commitment to the Co-op was commended.
Meeting Review
Ed Howes retired from the Board after six years service. Board members thanked and congratulated Ed for his dedication to his Board role and his ability to balance those responsibilities with his Co-op employment. In turn, Ed remarked that the experience was valuable and is particularly useful to his work, given the current practice of Open Book Management.
Don Kreis will prepare the agenda for the May meeting.
Meeting Adjournment
MOTION: Michael Yacavone moved to adjourn the meeting at 9:20 p.m.
Ed Howes seconded the motion.
VOTED: To adjourn the meeting.
8 in favor, 0 opposed, 0 abstained, 0 absent.
The motion passed.
Respectfully submitted,
Eugenia F. Braasch Kay G. Litten
Board Administrator Secretary
Action Items:
1. Propose a process for addressing Hanover Co-op capitalization planning next steps. (Don, Terry)
2. Make arrangements for appreciation dinner for Bob Hayes, Board members, management team. (Genie – spring)
3. Propose a revision to GP 4.5 policy. (Don)
4. Identify new data measures to track EL 3.7 Good Will. (Terry)
5. Outline a process for complying with policy GP 7.4. (Nominating Committee)
6. Discuss and plan member linkage efforts. (GP 2.1 Board Deliverables) (Board)
7. Discuss Co-op Service Station as part of 3-5 yr. Strategic plan. (Board)
8. Discuss the proposal for changing the fiscal year at the April meeting, with management response. (Terry)
9. Develop an audit committee charter. (Kay, Diane, Margaret, Mark Goehring)
10. Confirm retreat date and goals.
April Monitoring Reports
EL 2 Financial Condition and Performance (Terry)
GP 2 Board Deliverables (Margaret, Kay, Diane)
GP 3 Governance Development (Diane)
GP 7 Monitoring Board Performance (Kay)
May Monitoring Reports
GP Global – Governance Process Commitment (to be determined)
GP 1 – Governing Style (to be determined)
