January 2009
Present: Margaret Drye, Tricia Groff, Ed Howes, Donald Kreis, Kay Litten, Diane MacDonald, Richard Schramm, Mike Yacavone
Absent: There were no Board members absent.
Staff: Terry Appleby, Eugenia Braasch, Rosemary Fifield, Bruce Follett, Tony White
Guests: Mark Goehring (CDS Consultant), Walter Noll (Hanover Co-op member)
Welcome and Introductory Remarks
Donald Kreis called the meeting to order at 5:33 p.m. Introductions were made around the table.
Agenda Review & Changes
A time of recognition for former Board member Peter Betts was added to the agenda at the start of the meeting.
Peter Betts
The Board held a moment of silence in remembrance of Peter Betts. Discussion then ensued about Peter’s gifts of courage, honesty, playfulness, spirituality, and kind outreach to others. Board members also cited examples of Peter’s complete acceptance of his illness and his love for nature. The Co-op management was commended for the manner in which they communicated Peter’s passing to the membership.
Approval of Peter Betts Resolution
MOTION: Michael Yacavone moved to adopt the Peter Betts resolution. Kay Litten seconded the motion.
VOTED: To accept the Peter Betts resolution.
8 in favor, 0 opposed, 0 abstained, 0 absent.
The motion passed unanimously.
The resolution text:
“The Board of Directors of the Hanover Consumer Cooperative Society mourns the passing of our friend and colleague Peter R. Betts, who died peacefully on the night of January 12, 2009. Peter’s distinguished service on the Board of the Co-op, which began in 2005 and included two years as secretary, was but the concluding chapter of many decades as a committed cooperator and builder of both the organic food sector as well as the local economy generally. At various times, Peter served as president of the Northeast Organic Farmers Association, an employee of Vermont Cooperative Canneries, a member of the Northern Vermont Root Co-op, and a founding board member of the Cooperative Kindergarten in Danville, Vermont.
Peter stood out on our Board as a thoughtful, dedicated, kind and principled steward of both our organization and the Cooperative Principles. As we noted upon accepting his resignation for health reasons just a few weeks ago, Peter was notable for both tempering hot discussions and firing up tired ones. He died as he lived – generously sharing his insightful, forthright account of his illness, after having significantly prolonged his life through a resourceful approach to his health care.
On behalf of the members and employees of our cooperative, we express our condolences to Peter’s family and honor the memory of his good work in our midst.”
Approval of December 17, 2008 Minutes
MOTION: Kay Litten moved to accept the December 17, 2008 minutes as written.
Ed Howes seconded the motion.
VOTED: To accept the December 17, 2008 minutes as written.
6 in favor, 0 opposed, 2 abstained, 0 absent.
The motion passed.
The meeting broke for dinner at 6:02 p.m.
The meeting resumed at 6:38 p.m.
Prior Month Action Items Review
1. Propose a process for addressing Hanover Co-op capitalization planning next steps. Write a point-counterpoint article about “Members Capitalizing the Co-op” for the Co-op News. (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. Identify and solicit candidates for the Board vacancy. (Nominating Committee)
10. Shift the Ends Global monitoring report to March on the policy monitoring calendar.
January Monitoring Reports
EL 7 Communication and Counsel to the Board (Terry)
B-GM Global (Ed)
Policy Monitoring
B-GM Global Monitoring report
MOTION: Margaret Drye moved to accept the B-GM Global monitoring report.
Diane MacDonald seconded the motion.
VOTED: To accept the B-GM Global monitoring report.
8 in favor, 0 opposed, 0 abstained, 0 absent.
The motion passed unanimously.
EL 7 Communication and Counsel to the Board
The description of the new Co-op Rocks! website and associated outreach programs to area schools, developed with a youth audience in mind, were cited as impressive new Co-op educational initiatives.
The Board expressed their enthusiasm for these activities and appreciation for Ken Davis’s creativity.
Tobacco sales ceased at all Co-op locations on January 1, 2009 and the remaining inventory was destroyed. Smoking cessation program plans are in place to begin this month. The Board will monitor the EL11 Tobacco policy in March.
Discussion: Monitoring Report Templates
The Board discussed the possibility of using templates as a tool for producing monitoring reports. Consensus was that using templates could be helpful and would create a resource of institutional memory for monitoring report authors. The Board decided to use the templates as a starting point for their monitoring activity during the upcoming year.
Discussion: Neighboring Food Co-op Visitation
The Hunger Mt. Co-op contacted Terry Appleby to express an interest in attending a Hanover Consumer Co-op Board meeting. The Board indicated that they encourage such visitation. The President will contact the Hunger Mt. Co-op Board leader to discuss the date.
Discussion: Annual Meeting
The revised annual meeting proposal was reviewed. The Board agreed to an overall theme for the meeting “Meeting Today’s Challenges Through Cooperative Commerce” and supported the idea of a broad interpretation of the term cooperation. Regarding the agenda, Board members expressed the desire to retain some of the traditional structure of the business meeting. A brief ‘welcome’ from the Board President at the start of the meeting would also help members understand what to do, given the new meeting format this year. The Board asked management to proceed with the planning and implementation phases as outlined and to keep the Board informed during the lead-up to the meeting on April 4th.
Discussion: Fiscal Year Proposal
MOTION: Diane MacDonald moved to discuss the fiscal year proposal at the April meeting.
Ed Howes seconded the motion.
VOTED: To discuss the fiscal year proposal at the April meeting.
7 in favor, 1 opposed, 0 abstained, 0 absent.
The motion passed.
The Board discussed the proposal outlining the rationale for changing the Co-op fiscal year from the current alignment with the calendar year, to a July 1st – June 30th cycle. The motion was made to assess whether the Board was in favor of continuing to explore the issue. The Board asked the GM for a position response outlining the implications for making such a change. The topic will be taken up next at the April meeting.
Nominating Committee
MOTION: Richard Schramm moved to approve the slate of six candidates presented by the nominating committee. Tricia Groff seconded the motion.
VOTED: To approve the slate of six candidates presented by the nominating committee.
7 in favor, 1 opposed, 0 abstained, 0 absent.
The motion passed.
The Nominating Committee presented a slate of six candidates for the upcoming Board election. There are two incumbents, plus four other Co-op members who have expressed interest in serving. In addition, there were discussions held with several excellent potential candidates, who decided not to run for the Board because they desired some form of compensation for their time. The committee chair asked that this issue be considered prior to the next election cycle.
Opportunities for members to learn about the candidates’ views will take place via the Co-op News, a filmed candidate forum to be aired on local TV, and at the Co-op annual meeting.
It was noted that there were no announcements about seeking candidates on display at the store locations during the fall months, and this suggestion was noted for next year. Several improvements were implemented into the process this year: the inclusion of two co-op members-at-large on the nominating committee, more nominating committee interaction with the candidates, and the upcoming candidate forum.
Meeting Review
The frequent use of Board email exchange outside of Board meetings, to express opinions and ideas, was briefly discussed. Members agreed that email is a useful tool for communication; while respecting the necessity to make decisions at Board meetings.
An announcement was made about an all-day sustainability workshop on Feb. 7th. Board members were invited to attend and told to contact Hanover Town Manager Julia Griffin for further information.
Honoring Peter Betts at the start of the meeting was appreciated.
Meeting Adjournment
MOTION: Diane MacDonald moved to adjourn the meeting at 9:00 p.m. Margaret Drye 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 Board Secretary
Action Items:
1. Propose a process for addressing Hanover Co-op capitalization planning next steps. Write a point-counterpoint article about “Members Capitalizing the Co-op” for the Co-op News. (Don, Terry)
2. Propose revisions to Co-op Ends Policies, reflecting Michael Shuman’s recommendations. (Don – January)
3. Make arrangements for appreciation dinner for Bob Hayes, Board members, Senior management team. (Genie – spring)
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. Identify and solicit candidates for the Board vacancy. (Nominating Committee)
10. Discuss the proposal for changing the fiscal year at the April meeting.
February Monitoring Reports
EL 2 Financial Condition and Performance (Terry)
EL 7 Communication and Counsel to the Board (Terry)
