The Co-op Food Stores of New Hampshire and Vermont

Present: Peter Betts, Margaret Drye, Tricia Groff, Ed Howes, Donald Kreis, Kay Litten,
Diane MacDonald, Richard Schramm (Chair), Mike Yacavone
Absent: Tricia Groff arrived at 7:45 p.m.
Staff: Eugenia Braasch, Rosemary Fifield, Tony White
Guests: There were no guests.

Welcome and Introductory Remarks
Richard Schramm called the meeting to order at 5:32 p.m. The Board briefly held a “check-in” comment time, then read out loud the Cooperative Values and Principles, and policy GP 4.6, Board Member Code of Conduct.

Agenda Review & Changes
The B-GM 3 policy monitoring report was deferred to the October meeting.
The Co-op management proposed a review of, and vote on, a Secretary’s Certificate drafted by the Co-op’s legal firm, Ransmeier and Spellman, P.C. The Board agreed to add this topic to the agenda.
MOTION: Kay Litten moved to put consideration of a revision to the B-GM 5 policy on the agenda.
Ed Howes seconded the motion.
VOTED: To put consideration of a revision to the B-GM 5 policy on the agenda.
3 in favor, 4 opposed, 1 abstained, 1 absent.
The motion did not pass.
The B-GM 5 policy revision was on the Action Items list for consideration at the September meeting, but was deferred to the October meeting during the September meeting agenda preparation. After a brief discussion, the Board decided to consider this topic at its October meeting.

Prior Month Action Items Review
1. Write a point-counterpoint article about “Members Capitalizing the Co-op” for the Co-op News. (The Board decided to incorporate this article topic with its communication about Item 4, a process for addressing Co-op capitalization planning.)
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. (The Board decided to defer this activity until the next by-laws review.)
3. Contract with a legal firm to conduct a comprehensive review of the by-laws. (The Board decided to defer this activity until the next by-laws review.)
4. Propose a process for addressing Hanover Co-op capitalization planning next steps. (Don, Terry – in process)
5. Propose a revision to GP3 policy to include Board Budget process. (Richard, Margaret, Mike and Diane – September 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 – October)
8. Make arrangements for appreciation dinner for Bob Hayes with Board members. (Genie – November)
9. Invite Co-op members to join the Nominating Committee. (Kay – in process)
10. Draft a revised B-GM5 policy. (Diane – October meeting)
11. Plan the next stage of Local Economy Initiative (Richard, Terry, Genie, Allan – September)
12. Present archival activities and propose formal agreement with Dartmouth College. (Peter, Genie – September meeting)
13. Propose a revision to the GP 4.5 policy. (Don)
14. Prepare a report on CVNC activities. (Don, Terry – October)

Co-op Stories
The Cooperative Values and Principles were read this month, in lieu of sharing Co-op stories.

Approval of August 20, 2008 Minutes
MOTION: Ed Howes moved to accept the August 20, 2008 minutes as amended.
Peter Betts seconded the motion.
VOTED: To accept the July 16, 2008 minutes: 8 in favor, 0 opposed, 0 abstained, 1 absent.
The motion passed.
The following changes to the August 20, 2008 minutes were approved:
p. 3 Tobacco Policy discussion, paragraph 1, last sentence deleted: “The resulting split decision reflected the board’s readiness to move ahead with adoption of the entire three-part policy.”
p. 4 First sentence reference to visitor Crandell Peeler, corrected to read: Crandall Peeler.
p. 4 Resolution on inventory repurchase guarantee – Littleton Co-op discussion, insertion of an explanatory phrase in the last sentence: “Cooperative Fund of New England (the lending institution),

Resolution
To adopt the resolution Secretary’s Certificate.
MOTION: Peter Betts moved to adopt the resolution “Secretary’s Certificate”.
Margaret Drye seconded the motion.
VOTED: To adopt the resolution “Secretary’s Certificate”. 8 in favor, 0 opposed, 0 abstained, 1 absent.
The motion passed.
The “Secretary’s Certificate” was prepared to facilitate the financing of the Co-op’s Lyme Road project with the National Consumer Cooperative Bank. It was prepared and reviewed by the Co-op’s attorney Jeffrey Zellers Esq.,
of the firm Ransmeier & Spellman, P.C. The Certificate itemizes six elements of the Proposal to Proceed with the development of the Co-op Store at 43 Lyme Road, which was discussed and approved at the February 20, 2008 meeting.

Policy Revision
EL 11 Tobacco
MOTION: Michael Yacavone moved to revise the EL 11 policy, by adding a monitoring statement.
Diane MacDonald seconded the motion.
VOTED: To revise the EL 11 policy, by adding a monitoring statement. 8 in favor, 0 opposed, 0 abstained, 1 absent.
The motion passed.
The monitoring statement reads “This policy will be monitored in March 2009, October 2009, March 2010, and annually thereafter.” The policy revision reflects the Board’s desire to stay informed about how the Co-op transitions to being a tobacco-free organization and whether issues arise after the policy goes into full effect.

Policy Monitoring
Approval of EL 3 Asset Protection monitoring report
MOTION: Ed Howes moved to accept the EL3 monitoring report as in compliance.
Peter Betts seconded the motion.
VOTED: To accept the El 3 monitoring report as in compliance.
7 in favor, 1 opposed, 0 abstained, 1 absent.
The motion passed.
The Board discussed the data indicators for EL 3.7: Damage to the Co-op’s goodwill, public image, credibility, or its ability to accomplish ends. There was a desire to replace the sales trends data with different measures. Suggestions included analyzing news coverage in the public press and use of surveys.

The meeting broke for dinner at 6:15 p.m.
The meeting resumed at 6:48 p.m.

Resolution
Resolved: That the Hanover Co-op Board of Directors authorizes its General Manager to negotiate and enter into an agreement with Dartmouth College which will include a Deed of Gift of Archival materials.
MOTION: Peter Betts moved to approve the resolution as presented.
Diane MacDonald seconded the motion.
VOTED: To approve the resolution as presented.
7 in favor, 1 opposed, 0 abstained, 1 absent.
The motion passed.
The terms and conditions of this agreement have yet to be outlined, and some Board members expressed the desire to review the final agreement; there was concern about the possibility that Dartmouth College might de-accession the Co-op archival records at some future time. The point was made that this activity falls under the EL 3 Asset Protection policy and that this resolution should be carried out within that context. The Board decided to approve the resolution, asking for a copy of the final agreement as a point of information.

Discussion: Nominating Committee
The Nominating Committee held its first meeting on September 10th. This year, two Co-op members who are not current Board members were asked to join the committee: Peter Glenshaw (Community Relations Officer at Dartmouth College), Mark Richardson (Banker, Co-op Board member from 1997-2002).
Kay Litten, committee chair, noted that the efforts of the nominating committee in the preceding two years have resulted in a more formal and clearer nominating process. This year’s committee is also using materials from the 2008 CCMA session ‘The Best You Can Be: Tools to Develop Your Board’. Board members completed a ‘Fit/Gap’ analysis handout during the meeting and the committee will use this information to determine qualities and skills that are desired in Board candidates.
The Nominating Committee also intends to outline a process for complying with policy GP 7.4, “The Board will disclose self-evaluation compliance information to the membership annually.”

Discussion: Local First Initiative
MOTION: Michael Yacavone moved to continue to support the Local First initiative as outlined in the Board packet memo by Richard Schramm.
Kay Litten seconded the motion.
VOTED: To continue to support the Local First initiative as outlined in Board packet memo by Richard Schramm.
8 in favor, 0 opposed, 0 abstained, 1 absent.
The motion passed.
Richard Schramm said that the Steering Committee is quite energized, that this is a very positive effort for the Upper Valley region, and the Hanover Co-op’s support is critical at this time. He also described the process used to select the Steering Committee members; the goal was to engage people, affiliated with a range of Upper Valley organizations, who are committed to working towards the establishment of an organization that will support the local economy.

Discussion: Retreat Follow-up
Reflecting on the August 25th retreat, the following topics were brought up as ones that lent themselves to Board discussion and/or a possible focus for the next annual meeting: (1) the nature of Resilient Communities (John Rob)/capacity building for resilience, (2) creating year-round local food system production and sustainability, (3) the Social Impacts of the Co-op, (4) responding to Regional Projections (Scenarios) developed by Connecticut Valley Neighboring Cooperatives (CVNC), (5) the Co-op as a Transformative Force/Catalyst for social change, (6) building a regional cooperative economy, the Hoffer Report, and a follow-up to Shuman Talk. Some Board members felt that it would be a good idea to continue to focus on the local economy theme initiated this year. No specific decisions were outlined regarding next steps.

Board Budget FY 2009
MOTION: Ed Howes moved to adopt the FY 2009 Board Budget as amended.
Peter Betts seconded the motion.
VOTED: To adopt the FY 2009 as amended.
9 in favor, 0 opposed, 0 abstained, 0 absent.
The motion passed unanimously.
The Treasurer presented a FY 2009 Board Budget, noting that the budget process creates fiscal discipline; it helps the Board to think about what its goals are along with the associated costs. The Board reviewed the budget lines and recommended a few changes (see Final Budget attached). The suggestion was made that the Board Administrator develop a standardized set of coding categories to facilitate expense tracking.

GP 3 Governance Development
MOTION: Ed Howes moved to accept the GP 3.1 policy additions.
Don Kreis seconded the motion.
VOTED: To adopt the GP 3.1 policy additions.
9 in favor, 0 opposed, 0 abstained, 0 absent.
The motion passed unanimously.
The policy additions are as follows:
GP 3.1.1: The Board shall develop and monitor an annual budget within GP 3.1 limits that includes expense categories that are consistent with the needs of the Board to provide financial oversight, secure technical assistance, training, and administrative support, provide cooperative and community assistance, link effectively with members, and carry out its other governance and fiduciary responsibilities.

GP 3.1.2: The Board shall develop and follow a budgetary process and schedule that includes the steps needed to put together the budget from the assembling of initial data to the final Board approval, with that approval occurring no later than three months before the start of the budget year.

GP 3.1.3: The Board shall monitor its compliance with agreed upon expenditure limits through review of quarterly reports of Board budgeted and actual expenditures provided by the General Manager.

GP 3.1.4: The Board shall develop and follow a process for making changes in the budget during the budget year that balances the need for quick action and the need for all Board members to have the opportunity to review and approve the budget changes.

GP 3.1.4.1: After approval of the final budget, and during the budgetary year, the Board President may make adjustments to budget allocations up to 10% of the total in that budget sub-category without full Board approval; the Board needs to approve of any adjustments to budget allocations of 10% or more in any budget sub-category.

Meeting Review
The following observations were among those made about the meeting: it is useful to periodically review the co-op principles, the agenda moves along faster with good pre-meeting preparation, need to try to not “overload” the agenda, and it is helpful to occasionally rotate facilitation.

Meeting Adjournment
MOTION: Peter Betts moved to adjourn the meeting.
Kay Litten seconded the motion.
VOTED: To adjourn.
9 in favor, 0 opposed, 0 abstained, 0 absent.
The motion passed unanimously.
The meeting was adjourned at: 8:40 p.m.

Respectfully submitted,

Eugenia F. Braasch Peter R. Betts
Board Administrator 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 – in process)
2. Propose revisions to Co-op Ends Policies, reflecting Michael Shuman’s recommendations. (Don – October meeting)
3. Make arrangements for appreciation dinner for Bob Hayes and Board members. (Genie – November meeting)
4. Draft a revised B-GM5 policy. (Diane – October meeting)
5. Propose a revision to GP 4.5 policy. (Don)
6. Prepare a report on CVNC activities. (Don and Terry – October meeting)
7. 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)
8. Identify new data measures to track EL 3.7 Good Will. (Terry)
9. Outline a process for complying with policy GP 7.4. (Nominating Committee)
10. Develop a standard set of coding categories to facilitate expense tracking. (Genie, Mark Langlois)

October Monitoring Reports
EL2 Financial Condition and Performance (Terry)
EL7 Communication and Counsel to the Board (Terry)
B-GM 3 Delegation to the GM (Mike)
B-GM 4 Monitoring GM Performance (Richard)

Hanover Co-op Board Budget 2009

Expenses
Professional and Administrative
Legal Assistance 2,500.00
Audit 30,000.00
Insurance 11,000.00
Technical Assistance/Consultants 6,000.00
Board Administrator (1/2 time) 28,287.50 Total 77,787.50

Board Development
CCMA 5,500.00
Training; Retreat 3,000.00
Books, Supplies, Misc. 250.00
Travel, Meals and Entertainment 1,500.00 Total 10,250.00

Member Linkage
Annual Meeting 1,000.00
Other Linkage Activities 15,000.00 Total 16,000.00

Cooperative and Community Support
CGIN 100.00
Donations King Award 1,150.00
Support for other Co-ops Neigh Co-ops 500.00 Total 1,750.00

Equipment
Total 1,000.00

Other Expenses
Monthly Meetings 2,500.00

Contingencies 5,000.00

Total All Expenses 114,287.50