February 24, 2009
Present: Don Kreis (Chair), Peter Betts, Margaret Drye, Tricia Groff, Ed Howes, Kay Litten,
Diane MacDonald, Richard Schramm, Mike Yacavone
Absent: no Board members were absent
Staff: Terry Appleby, Eugenia Braasch
Guests: there were no guests
Welcome and Introductory Remarks
Don Kreis called the meeting to order at 7:30 p.m. The meeting was scheduled to complete business on the agenda of the February 18, 2009 board meeting.
Agenda Review
Two topics: (1) the 2008 patronage refund and (2) a personnel matter to be discussed in Executive Session.
2008 Patronage Refund
MOTION: Richard Schramm moved to accept the recommended dollar value of $267,224. for the 2008 patronage refund. Diane MacDonald seconded the motion.
VOTED: To accept the recommended dollar value of $267,224. for the 2008 patronage refund: 8 in favor. The motion passed unanimously.
MOTION: Richard Schramm moved that the refund be provided in the form of merchandise certificates redeemable in trade with any stores of the Society. Diane MacDonald seconded the motion.
Richard Schramm distributed a proposal that listed a series of motions outlining a process for issuance of merchandise certificates as the 2008 patronage refund. Board members expressed the views that the new concept was worth considering because it would prompt members to spend their refund dollars at the Co-op, but felt that the details of the proposal needed to be carefully developed and evaluated, with member input. Some board members were not comfortable launching a new patronage refund approach during this unstable economic time, and did not want to rush through the process of evaluating a different refund mechanism which might, or might not, meet member expectations. There are accounting, legal, and tax issues to clarify. The Co-op Controller advised that cash and stock are the only qualified allocations that are not taxable. The motion was withdrawn by Richard Schramm.
MOTION: Michael Yacavone moved to allocate the refund as 50% cash and 50% stock. Don Kreis seconded the motion.
VOTED: To allocate the refund as 50% cash and 50% stock: 7 in favor, 1 opposed. The motion passed.
The Board reviewed the recommendation of the Co-op CFO, to offer a 100% cash refund, which one Board member also believed would best meet member needs. However, discussion about declining sales during the past few months and uncertainty about what FY 2009 will generate, ultimately led to a majority view that it would be prudent to balance member expectations for a cash refund with the need to increase cash on hand to improve the Co-op’s ability to cover organizational expenses. The impact of the two different options on contributions to the HCCF was also mentioned. The Board will write a letter, explaining their rationale and encouraging members to support the HCCF, as part of the patronage refund mailing.
Executive Session
MOTION: moved that the Board go into executive session with Terry Appleby for the purpose of discussing a personnel matter.
VOTED: To go into executive session with Terry Appleby for the purpose of discussing a personnel matter.
8 in favor. The motion passed unanimously.
The Board went into executive session at 8:30 p.m.
The Board ended its executive session at 8:55 p.m.
The meeting was adjourned at: 8:55 p.m.
Respectfully submitted,
Eugenia F. Braasch Kay G. Litten
Board Administrator Secretary
