The Co-op Food Stores of New Hampshire and Vermont

Present: Donald Kreis (Chair), Peter Betts, Margaret Drye, Tricia Groff, Ed Howes, Kay Litten,
Diane MacDonald, Richard Schramm, Mike Yacavone
Absent: Richard Schramm arrived at 6:15 p.m.
Staff: Terry Appleby, Eugenia Braasch, Rosemary Fifield
Guests: Mark Goehring (CDS consultant), Paula Harris (Concord, NH Co-op), Chris Licota (Concord, NH Co-op), Crandall Peeler (Dartmouth Medical School student)

Welcome and Introductory Remarks
Don Kreis called the meeting to order at 5:32 p.m. and the group introduced themselves.

Agenda Review & Changes
The following policy revision proposals were deferred to the September meeting: Ends Global and EL 7.
Consideration of proposed EL11Tobacco policy was moved to the end of the policy revision portion of the meeting.

Prior Month Action Items Review
1. Write a point-counterpoint article about “Members Capitalizing the Co-op” for the Co-op News. (Richard, Mike, Rosemary – pending)
2. After the audit is completed, ask Tyler Simms to review the proposed by-laws changes (Article V Sections 2a and 4) that were discussed, but not brought before the membership this year. The Co-op Board is seeking advice about the tax implications of the potential changes to the membership. (Margaret, Don – pending)
3. Contract with a legal firm to conduct a comprehensive review of the by-laws. (Margaret, Don – pending)
4. Propose a process for addressing Hanover Co-op capitalization planning next steps. (Don, Terry, Genie – September meeting)
5. Propose a process for Board budget preparation. (Richard and Diane – August meeting)
Continue to develop a draft FY 2009 Board budget, based FY 2007-08 actual figures, circulate to Board. (Richard)
6. Retreat planning: complete worksheet, compile, distribute to participants. (Board, Management Team, Mark)
7. Revise GP Global Policy. (Margaret and Diane – August meeting)
8. Propose revisions to Co-op Ends Policies, reflecting Michael Shuman’s recommendations. (Don – August meeting)
9. Make arrangements for appreciation dinner for Bob Hayes with Board members. (September)
10. Invite Co-op members to join the Nominating Committee. (Kay – in process)
11. Draft a revised tobacco policy. (Tricia – August meeting)
12. Consult with CDS and continue the B-GM5 discussion. (Don, Mark, Diane – August meeting)
13. Plan the next stage of Local Economy Initiative (Richard, Terry, Genie, Allan)
14. Draft proposal for GM compensation changes review and preparation (Peter – August)
15. Complete GM evaluation (Don, Margaret – August)
16. Present archival activities and propose formal agreement with Dartmouth College (Peter, Genie – September meeting)

Co-op Stories
A friend of Kay Litten shopped at the Co-op and realized that she had left her checks and credit card at home when she was completing the check-out process. She had twenty dollars cash, but was $1.80 short. The cashier said that she would help, and loaned the customer the difference from her personal cash on hand. The customer was very appreciative.

Approval of July 16, 2008 Minutes
MOTION: Kay Litten moved to accept the July 16, 2008 minutes as written.
Diane MacDonald seconded the motion.
VOTED: To accept the July 16, 2008 minutes: 8 in favor, 0 opposed, 0 abstained, 1 absent.
The motion passed.

Policy Monitoring
Approval of B-GM1, B- GM 2, GP6, EL4, EL5, EL6 monitoring reports
While not the Board’s usual practice, the above policy monitoring reports were considered as a group, in order to efficiently move through the decision making process. Formal review of these policy monitoring reports had been postponed during the prior two months.
MOTION: Diane MacDonald moved to accept the group of monitoring reports as written.
Kay Litten seconded the motion.
VOTED: To accept the B-GM1, B-GM 2, GP 6, EL 4, EL 5, EL 6 monitoring reports as written:
8 in favor, 0 opposed, 0 abstained, 1 absent.
The motion passed.

Approval of GP4 monitoring report
MOTION: Ed Howes moved to accept the GP 4 monitoring report as written.
Michael Yacavone seconded the motion.
VOTED: To accept the GP 4 monitoring report as written:
7 in favor, 1 opposed, 0 abstained, 1 absent.
The motion passed.
The monitoring report noted that section 4.5 should be revised, specifically listing the federal and state requirements in order to interpret and determine compliance. This task was added to the Action Item list.

The meeting broke for dinner at 6:10 p.m.
The meeting resumed at 6:40 p.m.
Policy Revision
Revision of B-GM5
Following up on a discussion at the June meeting, a memo was included in the August packet that presented opinions regarding the reporting relationship between the Board, the GM and the Board Administrator. The Board discussed consideration of a revision to B-GM5.2 at its September meeting.

Revision of GP Global Governance Process Commitment
MOTION: Ed Howes moved to accept the revision to the GP Global policy. Tricia Groff seconded the motion.
VOTED: To accept the revision to the GP Global policy.
7 in favor, 1 opposed, 1 abstained, 0 absent.
The motion passed.
The policy was revised as follows:
“The purpose of the Board, acting on behalf of the Co-op members, is to set strategic, long-range direction, hire the GM and monitor organizational performance, monitor board performance, and provide effective leadership, using the Policy Governance process. “

Revision of GP 4 Board Members Code of Conduct
MOTION: Ed Howes moved to accept the revision to the GP 4 policy. Richard Schramm seconded the motion.
VOTED: To accept the revision to the GP 4 policy.
9 in favor, 0 opposed, 0 abstained, 0 absent.
The motion passed.
The policy was revised as follows:
“GP 4.2.4 Upon taking office as a Board member, and prior to the May Board meeting of each year thereafter, each Board member shall report to the President, on a form approved by the Board, the existence of any actual conflict of interest or any other conflict of interest that the Board member has reason to believe may arise during the ensuing year. In addition, each Board member shall promptly report to the President any new conflict of interest that arises during the year.”
The Board agreed that this revision, requiring an annual conflict of interest declaration, reflects a best practice.

Tobacco Policy
MOTION: Tricia Groff moved to approve the EL 11 policy.
Michael Yacavone seconded the motion.
VOTED: To approve the EL 11 policy.
5 in favor, 3 opposed, 1 abstained, 0 absent.
The motion passed.
A revised policy proposal to eliminate the sale and use of tobacco products at the Hanover Co-op was presented. Each Board member summarized their thoughts regarding the proposed policy and the Board considered the possibility of phasing in the organizational changes relating to tobacco in two stages: first, discontinuing the sale of cigarettes, and second, creating a tobacco-free Co-op organization. In this revised policy, a third component was added which offers smoking cessation program information services to members and employees. There was widespread support for the decision to stop the sale of a product that was characterized at the meeting as unhealthy and designed to be addictive. Some Board members sought additional opportunities to obtain member input and respond to member concerns. They wanted additional time to study and plan the implementation and transition to the smoke-free organization because there will be associated costs which have not yet been considered. The resulting split decision reflected the Board’s readiness to move ahead with adoption of the entire three-part policy.

At its July meeting, Board members expressed the desire to inform their decision-making process by seeking member input. This member linkage was achieved in the following way: seven Board members hosted eighteen discussion sessions in the foyers of the two Co-op stores, using informational handouts and a brief survey, during the week of August 11th. 236 surveys were received and analyzed, comments were received from 7 members, and additional members and employees spoke in person to the GM, who summarized his conversations in a memo to the Board. A petition urging the Board to stop the sale of tobacco products was written by Crandell Peeler, a Dartmouth Medical School student, posted on the internet, and signed by 175 people.

The approved policy is:
EL 11 Tobacco
Because of the Co-op’s ends, values, and mission and the serious health hazards of tobacco products, the GM shall not promote their use. Accordingly,

EL11.1 The GM shall not cause or allow the sale of tobacco products at the Co-op on or after January 1, 2009.

EL 11.2 The GM shall not permit the use of tobacco products anywhere on property owned or leased by the Co-op on or after January 1, 2010.

EL 11.3 The GM shall not fail to educate employees and members regarding the opportunities to participate in smoking cessation programs.

Resolution on inventory repurchase guarantee – Littleton Co-op
MOTION: Peter Betts moved to approve the resolution as presented.
Kay Litten seconded the motion.
VOTED: To approve the resolution as presented.
8 in favor, 0 opposed, 1 abstained, 0 absent.
The motion passed unanimously.
The Board expressed appreciation for the GM’s memo, which clearly outlined the issue and presented a risk analysis. The President of the Hanover Co-op Board of Directors is also a member of the Board of Trustees of the Cooperative Fund of New England; he disclosed his conflict of interest and refrained from voting.

Discussion: Board Budget Process
The Board reviewed and expressed support for the process outlined in the Treasurer’s memo. It is a goal to create accounting categories that match the CoCoFiSt (Common Cooperative Financial Statements) ones. The Treasurer will revise the categories and budget figures, and present a FY 2009 budget for approval at the September meeting.

Meeting Review
Board members expressed opinions about the process used during the Tobacco policy discussion. Some concerns were aired about the decision to move forward with the entire policy and there were also expressions of a sense of accomplishment that, after several prior proposals to address the issue, this policy was adopted.

The meeting went into Executive Session for the GM Annual Review at 9:34 p.m.
The Executive Session ended at 10.28 p.m.

MOTION: Peter Betts moved to adjourn the meeting.
Kay Litten seconded the motion.
VOTED: To adjourn.
8 in favor, 0 opposed, 0 abstained, 1 absent.
The motion passed unanimously.
The meeting was adjourned at: 10:29 p.m.

Respectfully submitted,

Eugenia F. Braasch Peter R. Betts
Board Administrator Secretary
Action Items:
1. Write a point-counterpoint article about “Members Capitalizing the Co-op” for the Co-op News. (Richard, Mike, Rosemary – anticipated fall issue)
2. After the audit is completed, ask Tyler Simms to review the proposed by-laws changes (Article V Sections 2a and 4) that were discussed, but not brought before the membership this year. The Co-op Board is seeking advice about the tax implications of the potential changes to the membership. (Margaret, Don – pending)
3. Contract with a legal firm to conduct a comprehensive review of the by-laws. (Margaret, Don – pending)
4. Propose a process for addressing Hanover Co-op capitalization planning next steps. (Don, Terry -September meeting)
5. Propose a revision to GP3 policy to include Board Budget Process. (Richard, Margaret, Mike, Diane – October meeting)
6. Propose a FY 2009 Board budget. (Richard, Margaret, and Diane – September meeting)
7. Propose revisions to Co-op Ends Policies, reflecting Michael Shuman’s recommendations. (Don – September meeting)
8. Make arrangements for appreciation dinner for Bob Hayes and Board members.
9. Invite Co-op members to join the Nominating Committee. (Kay – in process)
10. Draft a revised B-GM5 policy. (Diane, Peter – September meeting)
11. Plan next stage of Local Economy Initiative. (Richard, Terry, Genie, Allan)
12. Present archival activities and propose formal agreement with Dartmouth College. (Peter, Genie – September meeting)
13. Propose a revision of the GP 4 policy. (Diane)
14. Propose a revision to GP 4.5 policy. (Don)
15. Prepare a report on CVNC activities. (Don and Terry)
16. Propose a revision to GP3 policy to include Board Budget Process. (Richard, Margaret, Mike, Diane)

September Monitoring Reports
EL3 Asset Protection (Terry)
EL7 Communication and Counsel to the Board (Terry)
B-GM 3 Delegation to the GM (Mike)