Approved Oct. 16, 2019

Franklin Community Cooperative Board of Directors Meeting September 11, 2019, 6:30 p.m. 170 Main Street, Greenfield, MA Directors Present: Norm Hirschfeld, Andy Grant, Peter Garbus, Stephan Gordon, Emma Morgan, ​ Jeanne Douillard, Rachael Katz, Annie Winkler, George Touloumtzis, Bob Sagor (arrived 7:45 p.m.) Directors Absent: none. ​ Member Owners and others attending part or all of the meeting: John Williams, Carol Silver, ​ Gary Seldon. Facilitator: Andy Grant ​ Minutes: Kathy Litchfield ​ Timekeeper: Rachael Katz ​

1. Welcome, Introductions & Announcements 1.1. Andy welcomed everyone and led a round of introductions, during which people were invited to share a thought of appreciation. 1.2. Peter announced that the ad hoc committee on diversity and inclusion held an initial meeting; two more meetings are scheduled for Monday, Sept. 16 and Monday, Sept. 23 from 6:30-8 p.m. Kathy will check to see if 170 Main St. is available. 1.3. Emma announced that there will be a two-day workshop, put on by St Mary’s University’s International Center for Co-operative Management and NFCA, at Greenfield Community College (GCC), for which she applied for a Howard Bowers Fund grant to attend. This will be a “deep diving into looking at association vs. enterprise and about the new cooperative paradigm.” 1.4. Andy recommended the book, Big Hunger: the Unholy Alliance Between Corporate ​ America and Anti-Hunger Groups by Andrew Fisher. In the 1980s, he said, there were 200 ​ food banks and pantries in the country; today there are 200 in Western Mass. 1.5. Andy also shared that a free two-hour training in Sociocracy will be offered at several locations in the valley, including one at the Green Fields Market (GFM) community room on Thursday, Oct. 10 from 7-9 p.m. 1.6. Norm announced that the Greenfield Library is hosting a racism forum on Sept. 23 at 6 p.m. downstairs, led by Jeanne Hall and her husband Richard as well as Gloria Matlock. Norm and Jeanne plan to attend. 1.7. Rachael announced that thanks to the Progress Partnership, the Hive Makerspace has begun holding weekly community events. Check the Hive Makerspace Facebook page for more info, or email Rachael. 1.8. Emma announced that Senator Comerford invited her to speak on a panel before the Joint Committee on Public Health, towards the end of September, at GCC. Emma will speak about the relationship between food security/food insecurity and public health. 1.9. At GM John’s request, Rachael shared that the bee sculpture she created is on its way to Chicago at the end of September, funded by an Indiegogo campaign. John Howland, CEO of the Greenfield Savings Bank, will deliver it. The campaign seeks to raise $10,000 to finish the installation. Email Rachael for the link. 1.10. George announced that Bob will arrive at 7:45 p.m. to the meeting tonight, due to a conflict. 1.11. George also asked “a question “disguised as an announcement” that next month’s board ​ ​ meeting is scheduled for McCusker’s, but since the strategic conversation is about business development in Greenfield, he suggests having the meeting here.

2. Open Forum 2.1. Gary shared that he was surfing Ends statements of coops for the work the ad hoc committee is doing on diversity and inclusion. He was “delighted” with what he found at Weavers Way Co-op in Pennsylvania. He said that he aims to be realistic and balance that with not losing track of his ideals and that he considers cooperation “so much better than the hierarchy that our society is so in love with.” He said the Weavers Way’s Ends were simply stated and clear, and include three statements about commitments that he admired.

3. Agenda Review 3.1. Andy made a motion to approve the meeting agenda. Rachael and Emma seconded. 3.2. There was no discussion. 3.3. The motion passed 11 in favor, 0 opposed, 1 abstaining (BOD Tally: 9, 0, 0).*

4. Meeting Minutes for 8/14/19 4.1. Andy made a motion to approve the minutes. 4.2. Norm and Emma seconded the motion. 4.3. Emma suggested one edit, on page 6, under agenda item 11 to change “in the first sentence” to “in the last sentence.” Kathy will make the change. 4.4. The motion passed 9 in favor, 0 opposed, 3 abstaining (BOD Tally: 8, 0, 1).

5. Good Meeting Reminder 5.1. Peter, as chair of the Board Development Committee (BDC), noted how parts of the BOD Packet help directors focus or not. He drew attention to the right hand column George includes on the agenda, which includes verbs as well as the subject. These verbs help us focus, and make our way through often complex information, as do committee reports that suggest action items for the evening, he said.

6. Member-Owner Survey 6.1. Andy introduced the item, noting that directors have reviewed this three times now; this is the final version up for board approval. 6.2. Emma thanked the Membership Engagement Committee (MEC) for their work on the survey, and shared an objection to Question 3’s last line, reading “For example, how might you engage someone you know who’s never been in GFM?” She suggested this phrasing has the potential of inadvertently asking people from marginalized groups to become “tokens” and suggested removing it from the question. 6.3. George, as chair of the MEC, said he understands this clear objection and asked if other directors had an objection to this objection. If not, he suggested eliminating the line. 6.4. Via a straw poll (thumbs up to agree, sideways to show indifference, down to object), all 9 directors showed thumbs up. 6.5. Andy asked for a show of thumbs about the survey in general and received 8 thumbs up.

7. Recommend Changes to Bylaws and/or Articles of Organization 7.1. Emma, as chair of the Policy & Bylaw Revision Committee (P&BRC), presented the info in the handout, suggesting that a decision needs to be made this evening about what the P&BRC should take on in prep for the Annual Meeting (AM). She spoke at length with the Secretary of the Commonwealth’s Office (Division of Corporations) for free legal advice, regarding the requirements for amending the Articles of Organization, per MGL 157, Section 15, and the implications this has for Article II, Sec. 2 of our Bylaws, and shared the findings in her report. 7.2. She shared that the P&BRC had met and discussed the list of potential Bylaw changes, suggested at the August board meeting; the committee felt Article V, Section 6 wasn’t necessary to address at this time; that Article VIII, Section 2 was important but doesn’t need to be changed at this moment with a potential momentous decision coming up soon; that the issue about adding something about equity and inclusion to Article I, Section 2 should really be done in the Ends Policy rather than in the bylaws; and that the P&BRC didn’t get to discussing Article V, Section 1. She asked for input and feedback from directors about all of the suggested Bylaw changes. 7.3. Andy suggested a go-round by directors and member-owners to share their thoughts. 7.4. One director shared that they’d like to add an additional bylaw change, to switch from majority decision making to consensus decision making; that Article II, Section 2 should be changed; that they’re unsure about Article IV, Section 1; that Article II regarding defunct shares should be cleared up; agreed that “we should understand proxy voting but doesn’t see a proposal”; agreed that diversity and inclusion belongs in the Ends; isn’t sure about Article V, Section 1; and felt good about waiting to change Article VIII, Section 2 and Article V, Section 6. 7.5. One member-owner shared concerns that if Bylaws are currently incorrect, they should be changed immediately, as in Article II, Section 2 and Article VI, Section 1; another member-owner wasn’t sure changes were needed here and suggested obtaining paid, written legal advice before changing these Bylaws. 7.6. Another director emphasized the importance of determining next steps forward for Article IV, Section 3, about proxy voting, as soon as possible. 7.7. There was general agreement about suggestions shared in 7.4. (above) by GM John and one other director; one other director didn’t understand the significance of why changes were needed at this time, when many other pressing decisions might be on the AM agenda. 7.8. There was discussion about whether obtaining paid, written, legal advice is necessary, based on the thorough work to obtain free legal advice already completed by Emma, as P&BRC Chair; and also in light of the BOD’s budget shortfalls. Emma also said the P&BRC has contacted Mark Goehring of Columinate on the proxy voting issue, but has heard nothing, thus far. 7.9. There was a brief discussion about why directors should bring bylaw changes to the AM this year, in light of the fact that member-owners voting is a requirement for changing our Bylaws. Andy summarized what directors shared, including that Article II, Section 2 should be changed; that Article II (defunct shares) goes along with that, as does Article IV, Section 1; that Article I, Section 2 should be changed in the Ends; that Article V, Section 1 is on hold; that Article VIII, Section 2 won’t be pursued at this time, with accepted realization that the number 10 is probably too low a threshold; that Article V, Section 6 is understood and that the current practice is sufficient; and that consent decision making might be explored for the future. 7.10. George made a motion to “seek some paid legal advice to clarify Article 4, Section 1 and Article II, Section 2.” Norm seconded the motion. 7.11. There was additional discussion. Thoughts included gratitude for the “tremendous legwork” that Emma, on behalf of the P&BRC, did to obtain free legal advice; whether or not that advice suffices to answer the questions directors have; that the Board budget doesn’t have funds to pay for paid legal advice; about the importance of the Board’s fiduciary responsibility to inform member-owners correctly about how to change anything having to do with equity; and about the fact that Emma can contact the Secretary of the Commonwealth again, anytime, to ask additional questions, as needed. 7.12. The motion failed, 1 in favor, 11 opposed, 0 abstaining (BOD Tally: 0, 9, 0).

8. Board Retreat 8.1. Peter, as chair of the BDC, presented the topic, sharing two questions to be answered tonight – dates and topics for the fall Board retreat being planned. He suggested directors use the white tear-off sheet provided in the Packet after the agenda item is discussed, to share preferences on both dates and topics (Expansion: Board Responsibilities and decision making; Expansion: pro forma budget; Diversity & Inclusion: next steps). 8.2. There was discussion about dates, times and weeknights vs. weekends with directors and GM John sharing preferences and availability. An idea was shared to break the retreat into two three-hour sessions on weeknights. 8.3. Via a straw poll, 7 thumbs were up and 2 were sideways on this idea. 8.4. There was discussion about the topics. One member requested that all three topics be discussed at open Board meetings so member-owners can participate; it was suggested that the retreat is for Board education and that then most likely the topics will be discussed in regular Board meetings. 8.5. Two additional topics were suggested: strengthening the board (perhaps including increasing functionality and enhancing board relationships) and board holism (regarding member-owner involvement in momentous decisions). 8.6. Directors filled out the white tear-off sheets and handed them in to Peter.

9. Board Budget: FY19 Q3 Update, FY20 Draft 9.1. Jeanne, as Treasurer, reviewed Finance Committee recommendations on Board expenses as it prepares the 2020 Board budget (Packet page 12). There was discussion and suggestions on how the budget could be altered to fix the overage of $2,420, including to discuss audit figures with Joe Wolkowicz (GM John shared that the audit this year, in particular, is important in light of the expansion’s feasibility stage); decreasing AM expenses including for food; looking into the real cost of Simply Voting; determining whether the coop’s contract with Columinate could be altered; considering skipping CCMA in 2020; and determining the best returns on investment in conference attendance. 9.2. Jeanne asked if the board would like her and George to talk about Columinate, come up with questions and approach them about the contract. There was general agreement that this would be a good idea. Jeanne said she will send an updated budget before the October board meeting, since the fiscal year begins Oct. 1. 9.3. Andy asked if anyone objects to skipping CCMA participation for one year to save funds. No one objected.

10. L5 (Q3 Financial Condition) Report (+ Finance Comm. Review) 10.1. GM John reviewed areas of non-compliance in the L5 monitoring report, which he said are due to increasing payroll. There were questions and answers. 10.2. Emma made a motion to approve the L5 monitoring report with acknowledged non-compliance in L5.3.3,L5.4 and L5.6. Rachael seconded the motion. 10.3. The motion passed 10 in favor, 0 opposed, 3 abstaining (BOD Tally: 10, 0, 0). 10.4. Jeanne reviewed the Finance Committee’s report (Packet page 23) and answered a few questions about the budget, cash on hand and margins McCusker’s; GM John said he will explain more about this at agenda item #15 also.

11. Break (and check who’s attending DGNA) 11.1. There was a five-minute break. 11.2. FYI the DGNA is the Downtown Greenfield Neighborhood Association; one or two directors will attend when the next meeting date is announced.

12. Annual Meeting 12.1. George asked for affirmations/adjustments to the AM proposal (Packet, page 25) in order to provide the MEC with guidance in planning. 12.2. Thoughts shared included: a request for preliminary numbers for expenses being shared with the Finance Committee; a request to explore live streaming, perhaps via FB Live; whether facilitation will happen and if so, what type; how voting results will be distributed post AM (since the New Beet will already have gone out, results will be disseminated via the E-News, in-store signage, and on the website); and the importance of good communication between the Finance Committee and the MEC regarding AM expenses. 12.3. GM John shared concern that he may not have enough information on expansion by the suggested March 1 AM date; one director checked the bylaws which stated the AM must be held “no later than 6 months following the end of the fiscal year” which would allow the AM to happen anytime before March 30. 12.4. George thanked directors for their good thoughts and feedback.

13. L6 (Budgeting/Financial Planning) Report 13.1. GM John answered questions about the monitoring report, noting non-compliance in Global because of the suspended state of the multi-year plan because of the expansion feasibility stage. He shared that he finds it impressive how staff continue to find the dollars needed, department by department, in light of extreme difficulties in obtaining sales revenue from the current store; the challenge of the new wage lines; the new Pho bar (Vietnamese soup bar) to be installed; and about McCusker’s recent price adjustments not resulting in sales increases. He pointed out his proposal to spend $77,000 on capital improvements. 13.2. Andy led a go-round of questions about the report. Additional thoughts shared included appreciation for clearly thought-out planning; about price perception, for example how if an item is perceived as high-cost then the actual price won’t matter as people will think it is too expensive regardless and how lowering prices can be perceived as lost value; gratitude for sharing the reality of the situation the co-op is presently in. 13.3. George made a motion to approve the L6 monitoring report with acknowledged non-compliance for the Global. Annie seconded the motion. 13.4. The motion passed 10 in favor, 0 opposed, 2 abstaining (BOD Tally: 10, 0, 0). 13.5. GM John asked whether the board approves the capital improvement budget (Packet page 38) of $77,000. 13.6. All 10 directors’ thumbs went up.

14. G4 (Code of Conduct), G5 (Comm. Principles) & G6 (Governance Invest.) 14.1. Peter, as chair of the Board Development Committee (BDC), noted that, presently, he is the only board member on the BDC, and reviewed comments provided on the three sets of policies monitored last month. He suggested that directors keep in mind where improvements need to be made and include that info in their comments, with an ultimate goal of maintaining a “parking lot” that then could be visited, sorted, and prioritized. 14.2. Several directors shared that they’d be ok with the BDC summarizing directors’ comments to make the reporting more efficient; also noted was the importance of not including comments made during executive session in the survey responses or in the reporting of Directors’ responses, as these will be made public via the hyperlink in the BOD Packet, which is available to all member-owners. 14.3. Bob offered to join the BDC.

15. GM FYI Report, Including Updates re: GFM Expansion 15.1. GM John shared that McCusker’s has increased sales volume, and that net income has improved, but is still not tracking to budget. He will monitor performance through the second quarter FY20. If need be, he will begin modeling alternative business models for that location. 15.2. There were questions and answers about McCusker’s, which GM John clarified.

16. Officers’ Reports ** George (President 16.1. ​): ​Wr​ ote an article for the New Beet, responded to input from two member-owners, and did the usual consultation/collaboration in creating the ​meeting agenda. Peter (Vice 16.2. ​President):​ Met with George and John to plan and prep for the September agenda. 16.3. Jeanne (Treasurer): ​my husband and I were pleased to represent the coop and BOD in the library float of the Fair parade; I prepared the docs for the Finance Committee; we had a Finance Committee meeting; I worked on the docs that the Finance Committee presented to the BOD. 16.4. Bob (Clerk): ​Nothing to report.

1. Meeting Evaluation 1.1. There was a go-round of thoughts shared.

The regular meeting adjourned at 8:49 p.m.

2. S-t-r-e-t-c-h (and pre-Executive Session departures)

3. Executive Session: Real Estate 3.1. Rachael made a motion at 8:56 p.m. to enter Executive Session. Annie seconded the motion. 3.2. The BOD exited Executive Session at 9:36 p.m.

* Our minutes record all votes with the tally of the entire meeting, followed by the Board tally in parentheses. We do this in order to fulfill the requirements of our Bylaw Article VIII Board of ​ Directors’ Meetings, Section 1: “... Each director shall have one vote. Decisions shall be made by a majority vote. Any Co-op member in attendance may vote and shall have one vote. In the case that a vote is against that of a majority of directors present, the matter shall be referred to the next Board meeting for decision. In the case that the decision is against the majority of the Board present at that second meeting, the matter shall be referred to a meeting of the general membership for decision.

** Officers’ Reports were submitted after the meeting, via email.