Phoenix Earth Food Co-op (PEFC)
Minutes, Board Meeting 3/27/2013

Location:Third Space Community Center, 137 N. Michigan St. Toledo; Present:David Bohon, Thomas Fine,Sandor Halasz, Anita Levin, Sean Nestor, Steven Vines, Hermann von Grafenstein, Lisa Blake (General Manager, GM). Absent: Shelly Boraby, Pete DeWood. Resolutions are numbered R1-R5.

The meeting began at 5:10pm.

1. The minutes of the 2/20/2013 board meeting were approved (R1, 6/0/0 for/against/abstention).
2. Jackson loan

   A communication from Attorney Randy Dixon to Attorney Scott Ciolek was handed out. Mr. Ciolek had previously given legal advice to the Co-op regarding the assignability of the Jackson loan note. The communication indicated that

   • Mr. Dixon had been retained by the Jackson family and that the Jackson family was open for a compromise offer from the Co-op regarding this loan.
   • After Mr. Jackson’s death, the note had been re-assigned to the heirs of Mr. Jackson.

   A vote was passed to authorize Tom Fine (chair of the finance committee) and GM Lisa Blake to go back to Scott Ciolek for further advice (R2. 6/0/0) and to ask Randy Dixon for a copy of the re-assignment of the note to the Jackson family.

3. General Manager’s report

   Co-op managers' conference: GM Lisa Blake reported from a conference of food co-op managers ("Great Lakes Meeting of the Minds of the Managers"). Sean Nestor requested that notes she had taken to be distributed to board members. Lisa discussed what she had heard regarding the experience of other Co-ops with various Point of Sales systems (POS) including

   • an open-source system that had been developed specifically for co-ops (IS4C, integrated systems for co-ops). Despite the free software, significant expenses were incurred with configuration of the software and purchase of necessary hardware,
   • the COPAS system used by the Kalamazoo Co-op, which required start-up costs close to $17,000.

   Purchases from United Natural Foods Inc. (UNFI): During the past three weeks the Co-op has ordered on average $5,500.-/week. The Co-op is coming close to qualifying for a volume discount from this vendor.

   March’s profit and loss statement was distributed and discussed. Compared with 2012, sales were up (Jan-Mar: +5.2%; March: +12.2%). Net income turned positive in March, but was still negative for the Jan-Mar period.

4. Report from the finance committee (Tom Fine, chair)
   • Lisa Blake is implementing the committee’s recommendation to establish an order control system.
   • The committee recommended keeping the Jackson loan on the books for now. In doing so no income due to this write-off will have to be reported.
5. Report from the business plan committee (Anita Levin, chair)

   Anita distributed her written report of the committee’s activities. The committee had met twice and planned to meet again with members of the Toledo Regional Chamber of Commerce (TRCC). Main topics of her report:

   • The committee is working with TRCC to develop a business plan.
   • Members of the committee had traveled to the Ypsilanti Co-op to learn from their experience. The Ypsilanti Co-op succeeded in growing in their current space. Selling beer and wine contributed to their success, which is not an option for PEFC at its current location (the landlord does not allow it). Ypsilanti uses an 1120-C form to account for membership dividends, a practice we should emulate.
   • Recommendations of TRCC:
   • The co-op does not need a location to start raising funds for relocation. A business plan is essential.
   • Conduct a customer survey.
   • Work with a realtor to identify 3-4 locations that meet predefined criteria.
   • Anita distributed a draft survey form and asked for suggestions. It was suggested to send the survey not just to members but to anybody who might want to hear from the Co-op.
   • The committee is working to define criteria that will guide the selection of a relocation site.
   • The next meeting of the business plan committee will be on April 1 at 3pm at the Co-op.
6. Report from the outreach committee (Sean Nestor, convener) and follow-through

   Sean reported that the committee had met in Hermann’s home. Hermann distributed his written report summarizing the discussions of the meeting and recommendations that were made. Sean explained the recommendations and introduced motions to act on them.

   • A vote was passed to make the outreach committee permanent (R3, 6/0/0)
   • Sandor was appointed chair of the committee
   • Standing subcommittees will be responsible for the administration of the website, the Facebook and Twitter accounts
   • A date and site for the next membership meeting was set: September 29 at 6pm at the First Unitarian Church on Glendale Ave. Everybody was encouraged to find candidates for board elections. Three positions will have to be filled.
   • Sean requested that board members and staff submit a photo (or have one made at the Co-op) and a 2-3 sentence statement to be posted on outreach media (on the website, in the store etc.). The statement may include a sentence describing what board members want the public to know about.
7. Buyer’s club

   Steven Vines presented his proposal of a buyer’s club serving Toledo communities. According to Steven’s plans, the buyer’s club ("Heaven's Gardens") will an entity separate from the Co-op and would use the Co-op to buy goods, which would be picked up soon after receipt. A 10% margin above the co-op's cost of goods was suggested. A motion passed to authorize Steven Vines and GM Lisa Blake to develop a written agreement detailing (i) the relationship between the buyer’s club and the Co-op, (ii) the margin to compensate the Co-op for its services to the buyer’s club (R4, 5/0/1; Steven Vines abstained to avoid the appearance of a conflict of interest).

8. Date & location of next meeting

   The date of the next meeting was set at April 17^th at 5pm at the Third Space Community Center, 137 N. Michigan St. A brief discussion of the PEFC Policy Register will be on the agenda.

9. Adjournment

   The meeting was adjourned at 7:25 (R5, 6/0/0).

_____________(signed)_______________________
Submitted by Hermann von Grafenstein