July 2008
Present: Donald Kreis (Chair), Peter Betts, Margaret Drye, Tricia Groff, Ed Howes, Kay Litten,
Diane MacDonald, Richard Schramm, Mike Yacavone
Absent: Tricia Groff left the meeting at 7:50 p.m.
Staff: Terry Appleby, Eugenia Braasch, Tony White
Guests: Mark Goehring (CDS consultant), John Butterly, M.D. (Dartmouth Hitchcock Medical Center)
Welcome and Introductory Remarks
Don Kreis called the meeting to order at 5:34 p.m. and introduced the guest, Dr. Butterly.
Agenda Review & Changes
The following policy monitoring reports were deferred to the August meeting: B-GM 1, GP 6, EL4, El 5, GP 4
The policy revision proposals were not discussed: GP Global, GP 4, EL7, Ends Global
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 – July meeting)
Continue to develop a draft FY 2009 Board budget, based FY 2007-08 actual figures, circulate to Board. (Genie, Mark)
6. Retreat planning: complete worksheet, compile, distribute to participants. (Board, Management Team, Genie)
7. Write Board biography briefs for use on the Co-op web page. (Margaret, Don)
8. Revise GP Global Policy. (Margaret and Diane – July meeting)
9. Propose revisions to Co-op Ends Policies, reflecting Michael Shuman’s recommendations. (Don – in process)
10. Make arrangements for appreciation dinner for Bob Hayes and Board members.
11. Invite Co-op members to join the Nominating Committee. (Kay)
12. Draft a tobacco policy. (Tricia – July meeting)
13. Consult with CDS and continue the B-GM5 discussion. (Don, Mark, Diane – August meeting)
14. Complete Board Administrator job review. (Don, Terry, Peter)
15. Plan next stage of Local Economy Initiative. (Richard, Terry, Genie, Allan)
16. Discuss process for GM review and preparation. (Don, Board – July)
Complete GM evaluation. (Don, Margaret – August)
Co-op Stories
Don Kreis recently saw NH Gov. John Lynch shopping at the Hanover Co-op Food Store.
Mike Yacavone recently ate lunch at the Lebanon Co-op Food Store after a hiatus of several months, and was warmly welcomed by the staff.
Ledyard National Bank President Kathryn Underwood informed Terry Appleby today that the Hanover Consumer Cooperative Society Inc. has been selected as the recipient of the Hanover Area Chamber of Commerce 2nd Annual Business Community Leadership Award. There will be an awards banquet in November.
Approval of June 18, 2008 Minutes
MOTION: Ed Howes moved to accept the June 18, 2008 minutes.
Margaret Drye seconded the motion.
VOTED: To accept the June 18, 2008 minutes: 9 in favor, 0 opposed, 0 abstained, 0 absent.
The motion passed.
Discussion: Local Economy Initiative
Richard Schramm circulated Local First campaign brochures from the cities of Cambridge MA and Philadelphia PA. He said that plans are underway to launch an Upper Valley Local First chapter. He also distributed a list of the people who volunteered to serve on an advisory committee after the April 28th breakfast event. This group will meet on July 23rd at the Hanover Co-op for an organizing meeting. It is anticipated that it will take about a year to launch the Local First organization and Co-op Board’s continued support and leadership is key to the success of this venture. Michael Shuman’s role was discussed. No formal actions or decisions were made.
The meeting broke for dinner at 6:00 p.m.
The meeting resumed at 6:30 p.m.
Discussion: Tobacco Policy
A policy proposal to eliminate the sale and use of tobacco products at the Hanover Co-op was presented. The rationale for approving the policy is: a) tobacco product use poses significant health risks and the sale of tobacco products is inconsistent with the Ends Global policy for the Co-op to be a retail source of food that is healthy; b) discontinuing the sale of tobacco products would have minimal revenue impact at the Co-op, c) other natural food co-ops nationally do not sell tobacco products, and d) tobacco products are available at other stores in the Upper Valley.
The Board then listened to the presentation by Dr. John Butterly, Cardiologist and Executive Medical Director, Dartmouth Hitchcock Medical Center. The DHMC became a tobacco-free organization and campus on July 4th after an eighteen-month transition. Dr. Butterly described the process and resources required to achieve that goal. The process was initiated by medical center employees and was designed to support smokers through the withdrawal stages of the nicotine addiction. Dr. Butterly offered the possibility that DHMC could partner with the Co-op, providing materials and professional services to its members and employees.
The Board then discussed the differences between the missions and organizational structures of the DHMC and the Co-op and how this might shape the Co-op’s process, should it adopt the goal of becoming a tobacco-free organization. A Board member noted that the Co-op’s practice is to offer products for sale that its membership requests and an Executive Limitation policy (EL 8 Access to Products) states that “It is the Co-op’s policy to provide, where possible, reliable information to support informed choice. …The GM shall not exclude products on the basis of a boycott.” The point was made that tobacco products are unique, in that they are unhealthy in any form, addictive, and also not food. The concern about the impacts of second-hand smoke was also raised. The Co-op currently does not allow smoking in its buildings, offers smoking cessation and nicotine therapy programs as employee benefits. The Board considered the possibility of addressing this issue in two stages; first, discontinuing the sale of cigarettes, and second, creating a tobacco-free Co-op organization. The Board agreed that effective implementation of a tobacco-free policy is contingent upon managing the change sensitively, with positive incentives, offering the necessary support for behavioral changes, with no surprise factors and a reasonable timeframe. Some Board members expressed the desire to engage the membership in the decision-making process by seeking their input, but no specific steps were outlined. The Board decided to further explore this issue, to develop an implementation proposal, with an associated budget.
Policy Monitoring: Approval of EL2 Financial Condition and Performance
MOTION: Kay Litten moved to accept the EL 2 policy monitoring report as presented.
Peter Betts seconded the motion.
VOTED: To accept the EL 2 policy monitoring report as presented.
8 in favor, 0 opposed, 0 abstained, 1 absent. The motion passed unanimously.
The GM reported Net Income non-compliance and promptly informed the Board and the Co-op staff. The Co-op’s overall financial condition is not considered to be in jeopardy, and steps are being taken to better track the cost of goods and adjust pricing. Weekly sales have been unpredictable during the second quarter, and, with rising energy costs, all agreed that it is difficult to anticipate how shopping patterns will shift. One Board member commented that the GM could face some tough choices if the national economic condition continues to worsen, and the Board agreed to discuss this topic at its August retreat.
Discussion: Retreat Planning
Mark Goehring said that participants will come to the retreat this year with an awareness of the topics and issues that will be discussed, and a goal of the meeting will be to prioritize these issues at the end of the day. He also hopes that the conversations will shape the Board’s workplan and the Co-op member and operational activities. Some Board members have completed the retreat planning chart that was distributed at the June meeting, others expressed difficulty about selecting a topic to prepare. The Co-op management team has been invited and Don Kreis said that their participation is desired and needed. Terry Appleby told the Board that the management team has discussed the retreat and is preparing for it through a slightly modified process, one that seeks input from each manager in the context of the Co-op’s Global Ends, the Board-initiated topics, and their operational responsibilities. Board members were encouraged to send their pre-retreat thoughts to the Board Administrator, who will forward them to Mark to compile and re-distribute back to the group prior to the retreat.
Discussion: GM Evaluation Preparation
The GM annual evaluation will take place in August. The Board Chair will review the past year’s minutes and GM monitoring reports. The assessment is based on the Co-op’s performance, i.e., if the Co-op’s performance is in compliance, then the GM will receive a positive review. Information from Board members will be solicited through open and executive sessions, a narrative assessment will be written, delivered to the GM by the Board President and Vice President, and discussed. Compensation will then be determined based on the assessment. The GM was asked to play more of a role in initiating his compensation discussion next year. Peter Betts offered to outline a policy proposal for the Board to consider about these GM compensation determination process changes.
Discussion: Board Budget
Board Treasurer, Richard Schramm, stated that he was uncomfortable with the lack of a board budget and believes that it is fiscally irresponsible not to have one. He plans to write a policy proposal that delineates the budget process and structure. If the Board approves the policy, the next step will be to allocate the expenses and build a FY 2009 budget.
Meeting Review
The Board decided to place the policy monitoring reports that were deferred from this month’s agenda into a consent agenda at the August meeting. The Board agreed that the tobacco-free policy proposal was introduced by an excellent presentation of the issue and supported by external expertise.
The meeting was adjourned at: 9:15 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 process for Board budget preparation. (Richard, Margaret, and Diane – August meeting)
6. Retreat planning: complete worksheet, compile, distribute to participants. (Board, Management Team, Genie)
7. Revise GP Global Policy. (Margaret and Diane – August meeting Consent agenda)
8. Propose revisions to Co-op Ends Policies, reflecting Michael Shuman’s recommendations. (Don – August meeting Consent agenda)
9. Make arrangements for appreciation dinner for Bob Hayes and Board members.
10. Invite Co-op members to join the Nominating Committee. (Kay)
11. Draft a revised tobacco policy. (Tricia, Mike, Mark – August meeting)
12. Consult with CDS and continue the B-GM5 discussion. (Don, Mark, Diane – August meeting)
13. Plan 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)
August Monitoring Reports
EL6 Compensation and Benefits (Terry)
EL7 Communication and Counsel to the Board (Terry)
B-GM 2 Accountability of the GM (Mike)
B-GM5 The Board Administrator, Policy Revision (Diane, Don, Mark)
