Phoenix Earth Food Co-op (PEFC)
Minutes, Board Meeting 7/24/2013
Location: Third Space Community Center, 137 N. Michigan St. Toledo; Present: David Bohon, Thomas Fine, Sandor Halasz, Anita Levin, Sean Nestor, Hermann von Grafenstein, Lisa Blake (General Manager, GM). Absent: Shelly Boraby, Stephen Vines. Resolutions are numbered R1-R6.
The meeting began at 5:33 pm.
- Approval of minutes
The minutes of the 06/19/2013 board meeting were approved with minor modifications (R1, 6/0/0, for/against/abstention).
- Health-inspection response
- Background: As a condition for continuation of the Co-op's license to sell food, a health inspector had requested that the floor tiles next to the coolers be repaired. At the 6/19 meeting of the Board, Tom Fine had been authorized to negotiate with Landlord Royce Haddad regarding rent abatement if the coop paid for the floor repairs.
- Negotiations with Landlord Royce Haddad: Tom reported that Royce would ask for a 3yr lease in return for any agreement on rent abatement, beginning at the day of execution of the agreement. All repairs would have to be financed by the Co-op. In return, Royce would offer $300 off the first two years of the regular lease. At the time of the negotiations, Royce was not willing to release the Co-op from paying property taxes, but he was willing to consider a counter-offer.
- Alternative plan: Lisa suggested that it might be cheaper for the Co-op to have staff and volunteers involved in fixing the floor without committing to a long-term agreement with the landlord. Lisa said she was in favor if a fix that minimally met the requirements of the food inspector. In a conversation with Lisa the food inspector had explained that all visible damage needed to be repaired but not necessarily all damage that had occurred underneath the coolers.
- Resolution: A resolution was passed to authorize the Executive Committee to approve a plan for floor repairs even if that meant reversing an earlier board decision to make more complete and expensive repairs (R2 6/0/0).
- New Credit-Union accounts
- A motion was passed to approve Lisa as an additional signer for an existing Credit Union account containing the Co-op’s equity (R3, 6/0/0).
- During a subsequent discussion it was suggested to open a new (second) Credit Union account to receive donations for the Co-op's relocation and/or expansion. Lisa pointed out that a Board resolution was necessary to open a new account. Such a resolution needed to be mentioned in meeting minutes signed by the secretary. All donations deposited into such as account would have to be booked as income for tax purposes.
- A motion was passed to open a "relocation/expansion account" with the following specifics: All disbursement from this account will have to be approved by the Co-op's board. The Board's decision on any disbursement will have to be certified by two signatures, one from the General Manager and another from either the President or the Treasurer (R4, 6/0/0).
- General Manager's report (Lisa Blake)
Lisa passed out her General Manager's report.
Lisa reported:
- That our most recent inventory was higher than ever;
- That she and Helen had a conversations with the North Country Development Fund. The Fund would offer loans at a fixed rate of ≈7% and would require $50,000 down payment for a $150,000 loan.
- Lisa mentioned that on Oct 26 the CBS Consulting Co-op will hold a Cooperative Board Leadership Development (CBLD) conference. For $300 the entire Co-op board could participate.
- Report of Finance Committee (Tom Fine)
- Lisa distributed the current and year-to-date Profit and Loss statements and promised to electronically send updated spreadsheets.
- Tom discussed the Profit and Loss statement of the Jan–June 2013 period. He felt that it was necessary to track expenses on a daily basis rather than on a monthly basis. He recommended using any of the expected increase of sales in the fall to re-build equity.
- Report of the Business Plan Committee (Anita Levin)
- Anita distributed a draft of the business plan the Business-Plan Committee had developed and encouraged making corrections.
- Sean requested that a final version of the business plan be available by the time of the membership meeting in September.
- Tom suggested starting a membership drive to increase the Co-op's membership to 500-1000. The annual member meeting should be used to drive expansion of the membership base.
- Report of the Outreach Committee (Sandor Halasz)
- Adjournment
The meeting was adjourned at 19:29 pm (R6, 5/0/0)
Date of next meeting: August 28, 5:30 pm if not decided otherwise.
_____________(signed)__________________________
Submitted by Hermann von Grafenstein, Secretary