The Co-op Food Stores of New Hampshire and Vermont

Present: Margaret Drye, Tricia Groff, Ed Howes, Donald Kreis, Kay Litten, Diane MacDonald, Richard Schramm
Absent: Mike Yacavone
Staff: Terry Appleby, Eugenia Braasch,
Guests: Phillip Glouchevich (Co-op member), Mark Goehring (CDS consultant)

Welcome and Introductory Remarks
Donald Kreis called the meeting to order at 5:36 p.m. Introductions were made around the table.

Agenda Review & Changes
There were no changes made to the agenda.

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. Negotiate and draft a formal agreement with Dartmouth College regarding the Co-op records, which will include a Deed of Gift of Archival materials. Provide Board members with a copy of the final agreement. (Terry)
6. Identify new data measures to track EL 3.7 Good Will. (Terry)
7. Outline a process for complying with policy GP 7.4. (Nominating Committee)
8. Develop a standard set of coding categories to facilitate Board Budget expense tracking. (Genie, Mark Langlois – FY 2009)
9. Complete surveys re. Board member skills. (Nominating Committee)
10. Discuss and plan member linkage efforts. (GP 2.1 Board Deliverables) (Board)
11. Discuss Co-op Service Station as part of 3-5 yr. Strategic plan. (Board)

November Monitoring Reports
EL 7 Communication and Counsel to the Board (Terry)
EL 8 Access to Products (Terry)
EL 10 Appropriate Architecture and Design (Terry)
B-GM 3 Delegation to the GM (Diane)
B-GM 4 Monitoring GM Performance (Richard)
GP 5 President’s Role (Don)

Co-op Stories
The Hanover Area Chamber of Commerce presented the Co-op with its Business Leadership Award on November 18, 2008. The Co-op was cited for its leadership position in the local economy, along with its environmental and educational efforts. Michael Bourgoine, President & CEO, Associated Grocers of New England, made the presentation. Terry Appleby spoke about the community’s deep affection for the co-op. Former GM Arthur Gerstenberger also attended, along with Co-op President Don Kreis, Vice President Margaret Drye, management team members Randy Gage, Loretta Land, Steve Miller, Roy Raven, Tony White.

Don Kreis noted that Peter Betts submitted his resignation from the Board due to health reasons on November 13th.

Approval of October 15, 2008 Minutes
MOTION: Ed Howes moved to accept the October 15, 2008 minutes as written.
Diane MacDonald seconded the motion.
VOTED: To accept the October 15, 2008 minutes as written.
6 in favor, 0 opposed, 1 abstained, 1 absent.
The motion passed unanimously.

Policy Monitoring
B-GM 3 Delegation to the GM monitoring report
MOTION: Kay Litten moved to accept the B-GM 3 monitoring report. Ed Howes seconded the motion.
VOTED: To accept the B-GM 3 monitoring report.
7 in favor, 0 opposed, 0 abstained, 1 absent.
The motion passed unanimously.

B-GM 4 Monitoring GM Performance monitoring report
MOTION: Ed Howes moved to accept, with acknowledgement of non-compliance, the B-GM 4 monitoring report. Kay Litten seconded the motion.
VOTED: To accept, with acknowledgement of non-compliance, the B-GM 4 monitoring report.
7 in favor, 0 opposed, 0 abstained, 1 absent.
The motion passed unanimously.
R. Schramm, the monitoring report author, noted that the GM normally provides monitoring reports according to the established schedule and is usually in compliance. The note of slight non-compliance was based on occasional lapses in EL 7 reporting. In the future, the GM intends to submit monthly EL7 updates and will also provide an annual report about the Co-op Giving Program.

EL 8 Access to Products
MOTION: Tricia Groff moved to accept, with the deletion of the final paragraph, the EL 8 monitoring report. Margaret Drye seconded the motion.
VOTED: To accept, with the deletion of the final paragraph, the EL 8 monitoring report.
7 in favor, 0 opposed, 0 abstained, 1 absent.
The motion passed unanimously.
There was a brief discussion about the potential conflict between this policy and the sustainability goals of the Co-op. It was noted that, historically, there is ample evidence that a product boycott severely damages the viability of a cooperative, so the Board will continue to uphold the members’ access to products and also product information.

EL 10 Appropriate Architecture and Design
This policy monitoring report was submitted February 2008 as part of a store project proposal. No action was taken at this meeting.

GP 5 President’s Role
MOTION: Richard Schramm moved to accept the GP 5 monitoring report. Diane MacDonald seconded the motion.
VOTED: To accept the GP 5 monitoring report.
7 in favor, 0 opposed, 0 abstained, 1 absent.
The motion passed unanimously.
Board members expressed appreciation to Don Kreis for his reflections about his service to the Co-op during the past year, characterizing his report as “an excellent growth narrative”. Don noted that the Co-op is structured differently than many other organizations, thus the Board President’s role also has a different scope. He cited a detailed letter that he wrote in response to a member inquiry about Policy Governance, as an example of his recent outreach.

The meeting broke for dinner at 6:25 p.m.
The meeting resumed at 7:00 p.m.

Discussion: Nominating Committee Update
Each Board member has completed a skills survey; the survey was designed to encourage individual and group development. During the next two weeks, each Board member will receive a confidential mailing containing a personal profile along with overall Board results. The group was cautioned not to over-interpret the results, due to the small sample size (8). A follow-up discussion will take place at the December board meeting.
The Board discussed the candidate statements. Opinions ranged from support for established, standard questions (needing to know specific information about all candidates in order to judge a person’s qualifications), to leaving it more open-ended (reflecting individual stories and priorities). Given the small size of the Board, leadership skills are seen as key attributes of all candidates. Some format possibilities will be considered further at the next Board meeting, with the expectation that the Board will provide feedback and establish some criteria.

Discussion: Resignation of Peter Betts, Board Secretary
The Board agreed to accept Peter Betts’s resignation.

MOTION: Don Kreis nominated Kay Litten to serve as Board Secretary. Richard Schramm seconded the motion.
VOTED: To elect Kay Litten to serve as Board Secretary.
7 in favor, 0 opposed, 1 abstained, 1 absent.
The motion passed unanimously.

MOTION: Richard Schramm moved to appoint a former Board member to fill the vacancy. Kay Litten seconded the motion.
VOTED: To appoint a former Board member to fill the vacancy.
5 in favor, 2 opposed, 0 abstained, 1 absent.
The motion passed.

The Board vacancy was discussed at length. There was consensus that the vacancy on the Board should be filled as soon as possible through appointment. The group discussed the skills that are needed on the Board and spoke about the process to use for finding someone who fits that profile. Some people deemed knowledge of Policy Governance and familiarity with the Hanover Co-op as two key attributes, while others believed that those qualities were less important than other professional skills. The Nominating Committee was asked to identify and vet candidates during the next few weeks. If someone indicates a willingness to serve before the December meeting, the Board agreed to hold a conference call meeting to approve the person, so that the vacancy can be filled quickly.

FY 2009 Board Budget
MOTION: Ed Howes moved to approve the revised FY 2009 Board Budget. Richard Schramm seconded the motion.
VOTED: To approve the revised FY 2009 Board Budget.
7 in favor, 0 opposed, 0 abstained, 1 absent.
The motion passed.
The revision is to shift the annual audit from a Board, to an Administrative, expense.

CBLD 2009
MOTION: Diane MacDonald moved to authorize the President to enter into the 2009 Participation Agreement with CBLD. Richard Schramm seconded the motion.
VOTED: To authorize the President to enter into the 2009 Participation Agreement with CBLD.
7 in favor, 0 opposed, 0 abstained, 1 absent.
The motion passed.

The Board discussed the need for cooperation among food Co-ops and across other sectors. Several people expressed the desire to build relationship between food co-ops, credit unions, and electric co-ops. Cooperation was seen as a model economic structure, at local, regional, national, and international levels. The relatively small investment that the Co-op made this year to support research by Doug Hoffer, an independent consultant, was characterized as an effective investment because it has generated conversation about cooperative initiatives and co-ops linking up as a system, rather than functioning as isolated ventures. The Board decided to invite Erbin Crowell to a future meeting to continue this sort of discussion.
The Board also spoke about creating greater cooperation among the Hanover Co-op membership, encouraging members to assist each other, particularly in the current economic decline.

Meeting Review
Board members expressed their views that it was a productive meeting.

Meeting Adjournment
The meeting was adjourned at 9:10 p.m.

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)
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. Develop a standard set of coding categories to facilitate Board Budget expense tracking. (Genie, Mark Langlois – FY 2009)
8. Complete surveys re. Board member skills. (Nominating Committee)
9. Discuss and plan member linkage efforts. (GP 2.1 Board Deliverables) (Board)
10. Discuss Co-op Service Station as part of 3-5 yr. Strategic plan. (Board)
11. Write an article about Peter Betts in Jan./Feb. Co-op News. (Margaret Drye)
12. Invite Bruce Follett to a Board meeting. (Genie)
13. Identify and solicit candidates for the Board vacancy. (Nominating Committee)
14. Proceed with the 2009 CBLD Participation agreement. (Don)
15. Invite Erbin Crowell to a future Board meeting. (Don)

December Monitoring Reports
EL 1 Planning (Terry)
EL 7 Communication and Counsel to the Board (Terry)
GP 9 Working with Neighboring Co-ops (Don)