Phoenix Earth Food Co-op (PEFC)
Minutes, Board Meeting 4/17/2013

Location: Third Space Community Center, 137 N. Michigan St. Toledo; Present: David Bohon, Shelly Boraby, Thomas Fine, Sándor Halász, Anita Levin, Sean Nestor, Stephen Vines (arrived during the meeting, see below), Hermann von Grafenstein, Lisa Blake (General Manager, GM). Absent: Pete DeWood. Resolutions are numbered R1–R3.

The meeting began at 5:10pm.

1. Approval of minutes

   The minutes of the 3/27/2013 board meeting were approved with minor modifications (R1,7/0/0 for/against/abstention).

2. Review of Policy Register

   Secretary H. von Grafenstein suggested reviewing item G.1.5. of the Co-op's Register of Policies and suggested making the following change:

   Previous text: G.1.5. Board decisions will be made using a consensus process. Decisions will be made by using the unanimous minus two rule.

   New text: Decisions will be made by using the unanimous minus two rule: more than two attending board members are required to block a decision. During the discussion the following alternative wording was used as well: Decisions will be made by using the rule unanimous minus two of attending board members.

   The change was approved (R2, 7/0/0).

   Sean requested that the Policy Register be distributed to all board members as a PDF file.

   Stephen Vines arrived at 5:25pm

3. NCGA Annual Meeting, reports

   Sean Nestor and Lisa Blake had attended the NCGA'a Annual Meeting and provided reports.

   Sean Nestor summarized information he collected:

   • Several, but not all co-ops obtained loans from their city. The Kalamazoo co-op obtained ~$200,000 from the city, whereas Iowa's co-op could not get the attention of the city. Nevertheless, both co-ops managed to grow.
   • Chris Dilley (manager of Kalamazoo's co-op) spoke positive about the COPAS Point-Of-Sale (POS) system, a system we should consider.

   Sean pointed out that many co-ops had problems similar to ours, but managed to overcome them. At a workshop with the purpose of helping medium sized co-ops to grow, several strategies were recommended:

   • Good customer services
   • Making employees happy
   • Have an active outreach committee. (We need to be more aggressive and take some risks).
   • Avoiding marginalizing members
   • Listening to members

   Lisa Blake added the following to the abovementioned list of successful strategies:

   • Employees in store identifying themselves by name-tags

   Lisa reported that the NCGA’a analysis has shown that the downturn many co-ops experienced in 2012 was due to Kroger's move to compete in areas that had been pioneered by co-ops. However, co-ops are generally well liked by their communities, as expressed in statements such as I don't know what I like better, the people or the food.

   Lisa mentioned that CDS Consulting Co-op is a co-op that provides consulting services for other co-ops, especially food co-ops. Having a lawyer who knows cooperative business law is a key point this group is re-iterating. Stephen Vines mentioned that he knew a lawyer who could help and promised to make available the lawyer's the name and contact information. Lisa mentioned that Eric Britton, a member and lawyer should be asked as well.

4. 4. General Manager's report

   Key points of GM Lisa Blake's report:

   • Sales were up 8.2% so far this year. Numbers from March to now were even better, up 24.8% over last year's. Lisa was concerned that produce sales have been decreasing or flat for months. She thought that Kroger, CSAs and farmer's markets have been cutting into our sales. Produce has traditionally been considered our jewel in the crown.
   • The Co-op is well on its way to meet the ≥$5,000 mark to obtain the UNFI (United Natural Foods Inc.) volume discount.
   • Currently the co-op is still required to operate under a Collect On Delivery (COD) scheme that was instituted when the NCGA helped the Co-op to avoid bankruptcy. Lisa pointed out that the Co-op needs a better payment plan. The NCGA requires Co-ops to deposit $14,000 to become a member and to operate under a more flexible payment plan. The Finance Committee was asked to follow up on this point.
   • Lisa initiated a discussion about ways to encourage members to meet a weekly purchasing benchmark, such as >$60 per week. The degree to which this benchmark is approached should be displayed graphically (e.g. in the form of a thermometer). Reaching the benchmark should then be celebrated.

5. Finance Committee report (Tom Fine)

   Although the Committee had not met, Tom felt that progress had been made towards resolving the Jackson Loan dispute. Attorney Scott Ciolek is currently advising the Co-op. Tom’s reading of Scott’s deliberations is that the note is still valid, but cannot be enforced by Mr. Jackson’s heirs because the note is not transferrable. However, a court of law might view the lender’s position more favorable than the debtor’s. During the discussion of the Finance Committee’s report, the following recommendations were made:

   • The Co-op should settle the issue by negotiating with the Jackson heirs.
   • The Finance Committee should develop a plan to
     1. get out of the Collect On Delivery arrangement
     2. reach a purchase level of ≥$5,000 mark to obtain the 4% UNFI discount (see above)
   • Reconsider the financial impact of the equity model (Stephen Vines)
   • Shelly will call members who are in arrears with equity payment
   • Hermann will forward estimates for repairs of floor and refrigerators to landlord Royce Haddad.

6. 6. Outreach Committee report (Sándor Halász)

   Sandor reported that new members are joining the Co-op week after week. He was asked to include all board members in the Outreach mailing list (outreach@phoenixearthfoodco-op.com). The Co-op should consider having a table at the following events:

   1. The UT’s Annual Earth Fest, Tuesday, April 23, 2013, 11:00 a.m. until 4:00 p.m.
      https://www.facebook.com/events/523733144320303/
      Contact Lauren M. McCafferty, Lauren.McCafferty@rockets.utoledo.edu.
      The University of Toledo Department of Environmental Sciences
      Sandor and David said that they might be able to volunteer to be at the table.
   2. Going for the Green Conference April 27, 8 a.m. to 6 p.m. at University Church, 4747 Hill Ave. SJ: Stephen said he will volunteer.
   3. Health and Wellness Fair, May 4^th. More information needed.
   4. Lucas County Fair (www.lucascountyfair.com) July 7-14. [Info added by Sean after the meeting: The contact information for is Heather Fox, who is running the Babyland exhibit at the fair. Her e-mail address is heathert0486@yahoo.com and her phone number is 419-508-6301.]

   Recommended actions for the abovementioned and other events:

   • Anybody who hears about an upcoming event that falls within the Co-op’s mission should send an email to the outreach mailing list (outreach@phoenixearthfoodco-op.com). In addition the event should be posted at Outreach Committee’s webpage (http://phoenixearthfoodco-op.com/0NFomrEqq9/happshow.php).
   • Call for volunteers (by email), if needed.
   • Volunteers will pick up a table kit at the Co-op the day before or earlier as appropriate and set take to the event.

7. Business Plan Committee report (Anita Levin)

   Anita Levin stated that doubling of the membership ranks highly among the goals of the committee. The Toledo Chamber of Commerce was helping, especially in getting the word out about the Co-op. Anita re-iterated that pictures of board members are needed for posting on the Co-op’s website.

8. 8. Heaven's Garden Buyer's Club policy

   Stephen Vines updated the Board about progress towards establishing a formal relationship between the Co-op and Heaven's Garden Buyer's Club:

   • Stephen presented a draft of an agreement, in which the margin above cost is set at 10%.

   Anita Levin left the meeting at 7:10 pm

   • He considers the Buyer’s Club to be an excellent from of outreach.
   • Stephen will work with foodbanks to add fresh and natural foods offered by the Co-op.
   • The buyer’s club will involve people receiving food stamps.
   • The agreement will be between Vines of Life Solutions, Inc. on behalf of Heaven’s Garden. "Vines of Life Solutions Inc." is the parent organization of Heaven’s Garden.

   When asked by Tom Fine, Stephen explained that the Buyer’s Club will adhere to the following process:

   • An application form will be available to sign up for membership of Heaven's Garden Buyer's Club. A fee has not been set, but will be approximately $15.-.
   • The club will meet once per month to decide on products to be included on the list of foods.
   • The club will order from the Co-op monthly.
   • Co-op deals may be utilized (usually available 1 and 1/2 months ahead of time).
   • Toledo Area Ministries will process food stamps for ordering food.

   9. Adjournment

   The meeting was adjourned at 7:20pm (R3, 7/0/0).

Date of next meeting: Third Wednesday of May (5/15/2013) unless decided otherwise.

________________(signed)_______________________

Submitted by Hermann von Grafenstein, Secretary