Food Conspiracy Board Meeting

Food Conspiracy Board Meeting Approved Minutes of 5/4/11

A regular meeting of the Food Conspiracy Board of Directors was held at the Pima Friends Meeting House, 931 N 5th Avenue, Tucson, at 6:30 p.m. on May 3, 2011

Present: Rob McLane Torey Ligon Robert Oser Fiore Iannacone Theresa Sanders Joyce Liska Ben Kuzma Natanya Siegel Kelley Kriner Patrick Campion Noel Patterson Devin Horn Brittany Orkney Cody Witham

1. Meeting called to order at 6:35 p.m. We have a quorum.

2. Review Agenda: No changes.

3. Check In Went around the circle for check in.

4. Consent Agenda

A. Approval of February 2011 Minutes B. Approval of Policy Monitoring Report: L3 Financial Conditions and Activities C. Approval of Policy Monitoring Report: L6 Asset Protection D. Approval of Policy Monitoring Report: L7 Emergency GM Succession E. Approval of Policy Monitoring Report: L8 Communication and Support to the Board F. Approval of Policy Monitoring Report: L12 Expansion G. Approval of Policy Monitoring Repot: Ends statement H. Approval of Policy Monitoring Report: L Global Executive Limitations

Cody motions to approve the consent agenda. Joyce seconds. Vote 3-0 Motion Passes.

5. Owner Time:

Natanya: The newsletter needs to be clearer about which events are being sponsored by the co- op.

Natanya: Ishkashitta is having a fundraiser on Tuesday at Old Town Aritsans.

Cody: The fruit selection is always very poor on campus. Wondering if the Co-op would ever put up a portable fruit stand on campus. Ben: We would love to but the campus has very strict rules about vending and many exclusive contracts. What would be even better would be to put in a small store in the student union. La Montanita in Albuquerque has a small two register market at the university there. It would help to have students champion the opening of a co-op branch on campus. Student voices would count a lot with the administration. We would even support a separate co-op

Fiore – Wife continues to do outreach with Project Life to learn the important of food and exercise on health. She is working right now at Borton School and she does cooking classes. The kids and the parents love it. Thanks to the Co-op for donating fresh produce. Todd has been very helpful.

6. General Manager Information for Board

We are looking at two architects for the design of the deli kitchen. Once we select one, it will take a month to do the drawing, a month for permitting and the rest of the summer for the build out. The drawing included in the packet this month has since changed a bit.

There are many phases to this project. The first phase is to get the production kitchen operational. Eventually, if we have a second store, it will act more as a commissary for both stores.

Then there are many dreams and ideas for things we can do with the space down the line.

CCMA: Need to know if anyone will be going this year. Rob can’t go. Joyce might be able to go. Ben will need to know by May 6th if anyone will be attending.

There will be a quarterly managers meeting next Tuesday for the management team to get together to review the plans and next steps for the expansion project.

May 31st is Ben’s last day at the Co-op. There will be an all staff meeting that night at 8 p.m. The store will close early that night. The Board is welcome to attend that meeting. Fiore asked if there would be a committee that would be assembled to assist Kelley in managing this expansion project. Ben explained that they just signed a new contact with the NCGA Development Corp to provide support and expertise throughout the expansion project. Through that partnership, they will also be looking for expertise from other interested parties, like Board members with expertise in development and expansion.

7. Items from the Consent Agenda Nothing

8. Board Work

A. Board Budget for 2012 A discussion took place about how much to allocate for next year’s retreat.

Ben suggested that the Board might want to plan some kind of celebration in the new building once the new kitchen is finished. Natanya pointed out that a celebration like that would fall under linkage.

Ben suggested that there is still time to review the budget before it is due and that some line items should be looked into to make sure they are accurate.

The Board decided to have a meeting outside of a regular Board meeting to look at the budget more closely. They may invite the finance manager and marketing manager.

Topics to be looked at: administrative support, newsletter, retreat, linkage committee, annual sales.

B. Quarterly Financial Report We did very well. No questions on the financial report.

C. Policy Reflection 1) L3: Financial Conditions and Activities Joyce asked a question about Ben’s mention of a re-branding effort in his monthly report. There were no comments about the policy itself.

2) L6: Asset Protection L.6.8 – Cody said that it seems kind of strange to him that the general manager is not required to be one of the signers on an initial transfer of funds. The Board will consider this at the upcoming retreat.

3) L7: Emergency GM Succession Is there an interim interim GM? Now that Kelley is the Interim GM, what happens if she is unavailable? The Board will look at clarifying the language in the policy to clarify what should happen in a situation like this. Rob - If we don’t have another retreat until September, this might be something we should talk about before September.

4) L8: Communication and Support to the Board Rob – Does this policy capture all the information we need? Should it include something about reporting on external trends and changes as well. For instance, we have not heard about any downtown development plans and it seems like we should have been hearing about plans for a future grocery store downtown under this policy.

There was a discussion about what a reasonable interpretation of “business climate” might be. Ben said it was a pretty encompassing phrase. This led to a discussion about the possibility of a grocery store opening downtown and what that might mean for the Co-op.

Ben - L.8.3 There were some stikeouts suggested at a previous Board meeting and the Board might want to consider whether they want to make those changes permanent.

Joyce mentioned that she would like to be kept abreast of trends more regularly because it is an important part of the Board’s responsibility.

5) L12: Expansion No suggestions for changes.

6) Ends Statement From a previous meeting we had several suggestions about changes to the Ends Statement that we will be looking at at the retreat.

7) L: Global Executive Limitations No comments.

D. Board Retreat Planning

It sounds like we are going to plan to have the retreat in September. We might be able to have the retreat at the new building. We will decide on the exact weekend at a later date. Joyce mentioned that we could have a retreat planning meeting sometime over the next six weeks to plan out specifics and then report back at a Board Meeting.

9. Next Meeting/Calendar

Upcoming Events: June 1st – Next Board Meeting No Meeting in July June 3rd -- Newsletter Deadline for July/August newsletter – Cody June 3rd – First Fridays Sale at the Co-op. Live music. Free food. 10% Off.

10. Slow Money Presentation

Presentation given by Sarah Tarver-Wahlquist from Green America

Sarah gave an interesting presentation on the current state of the slow money movement in the US. This movement has grown out of the slow food movement and the nurture capital movement with an interest in looking at the social and environmental return on investment instead of focusing exclusively on financial returns. She talked about slow money principles and described slow money chapters that are working to link entrepreneurs with local investors.

Ben suggested that the Board consider revising the L3 Policy to set aside some chunk of money that does not have to be invested in FDIC insured funds that can instead be invested in local entrepreneurs or other “slow money” projects.

11. Executive Session

Board Meeting Evaluation/Monitoring Form Date of Meeting 5/04/2011

In a continual effort to improve its Policy Governance process, the Food Conspiracy Board of Directors developed this form to evaluate its progress. This evaluation is the board as a whole, not individual board members.

1. The board was prepared for the meeting X Satisfactory Needs Improvement Unsatisfactory

2. The boards time was appropriately spent on Ends as opposed to Means X Satisfactory Needs Improvement Unsatisfactory

3. Each board member was given an adequate opportunity to participate in discussion and decision making. X Satisfactory Needs Improvement Unsatisfactory

4. The board’s treatment of all persons was courteous, dignified and fair. X Satisfactory Needs Improvement Unsatisfactory

5. The board adhered to its adopted governance style: a. It emphasized outward vision: X Yes No b. It encouraged diversity in viewpoints: X Yes No c. It exercised strategic leadership more than overseeing administrative detail: X Yes No d. It maintained a clear distinction between board and management roles: X Yes No e. It looked to the future: X Yes No 6. Did the Board Encourage Owner Participation? X Satisfactory Needs Improvement Unsatisfactory

Evaluation comments:

12. Executive Session

This session was confidential and closed to everyone but Co-op Board Members and the General Manager. During the executive session, the Board voted to accept two new applicants to the Board: Robert Oser and Fiore Iannacone.

Joyce motioned to accept Robert Oser as a Director starting in June 2011 and fulfilling the remainder of the term until the 2012 Annual Meeting. Cody seconded.

Vote: 3-0 Motion passed.

Cody motioned to accept Fiore Iannacone as a Director starting in June 2011 and fulfilling the remainder of the term until the 2012 Annual Meeting. Joyce seconded.

Vote: 3-0 Motion passed.

13. Meeting adjourned.

Joyce motioned to adjourn meeting. Cody seconded. Vote: 3-0

Meeting adjourned at 9:25 p.m.