Montavilla Food Co-operative Minutes from Board of Directors Meeting: April 16, 2015

Transcription

1 Montavilla Food Co-operative Minutes from Board of Directors Meeting: April 16, 2015 The Montavilla Food Co-operative (MFC) Board of Directors met on April 16, 2015 at 6:30 p.m. at Tabor Space, at 5441 SE Belmont St., Portland, Oregon. Voting directors present: Ben Cutler, Sara Kutil, Amanda Lamb (until 7:30pm), Tony Lamb (until 7:30pm), Scott McCormick, Katherine Lim-Pedery, and Ellen Rubinstein. Voting directors absent: None Others present (non-voting): Bruce Foley, Amy Reaney, Shane Reaney Check-In Katherine will be stepping down from the Board effective after the regularly scheduled meeting in May. Katherine will continue serving on MFC s Business Committee. Approval of the Minutes (Ellen Rubinstein, Secretary) The Board approved the minutes of March 19, Approval of the Agenda (Scott McCormick, President) The allocated times on the agenda were adjusted to allocate more time to #2, the President s update memo, and less time to #1, discussion with attorney. The Board approved the timeallocation-adjusted agenda for this meeting. Programs and Special Matters 1. Discussion with Attorney: Sara Kutil (discussion / no action) Attorney Justin Howe, who works as a business law/transactional attorney, has volunteered to assist MFC on an as-needed basis for relatively short tasks. If/when MFC needs legal assistance that requires more than a few hours, Justin will be able to assist us for a fee. Justin will attend the Board s May meeting and will discuss the Board s fiduciary responsibilities. Reports of Directors 2. Memo: President s Update: Scott McCormick (discussion / no action) Scott McCormick, Board President, submitted a memo with his observations about MFC s current status along with some recommendations. The memo is included as Appendix A. The discussion covered these topics: Review purpose of check-in. In addition to giving meeting attendees an opportunity to share personal information, the check-in is an opportunity for attendees to make MFCrelated announcements. Page 1 of 5

2 No reports; no board time; please get reports in on time. This topic was fully discussed in #8, below. Request of nomination committee. The committee is planning to assign a chair and a secretary at its next meeting. The committee is also striving to recruit two new members. The committee recognizes the importance of also recruiting new Outreach Committee members. Special officers election meeting. The board will elect officers and committee chairs at this meeting that will serve in their roles until September 2015, at which time the board will hold a new election (in accordance with its annual schedule). The board will consider moving its filing with the Secretary of the State of Oregon to September, to correspond with MFC s regular officer elections. Recommendations and Reports of Standing Committees 3. Business Committee Report: Katherine Lim-Pedery, Treasurer and Business Committee member (discussion / no action) The Business Committee is finishing MFC s fiscal year-end (March 31) reporting. The committee reviewed MFC s records to identify members who have not yet paid the full membership fee. The committee will be contacting these members to try to collect the outstanding dues. The Business Committee will submit a resolution to the next board meeting seeking approval to return equity to members who request it. Ben Sandel (CDS Consulting) supports returning equity upon member request to foster good will. The committee would like to submit a grant application to the Food Co-Op Initiative (FCI) for $10,000 to cover the cost of MFC s market study. Grantees are required to match the grants issued by FCI. Applications are due on May 15, The Board confirmed that the Business Committee has the authority under its charter to apply for the grant. 4. Information Technology (IT) Committee Report: Miguel Board, Chair (discussion / no action) The IT Committee s update is included as Appendix B. The IT Committee report requests one-time funding for the premium version of its project management software. Before authorizing this expenditure, the Board would like more information about how MFC would benefit from the premium software; what d different from the standard version? 5. Nominations Committee Report: Ben Cutler, member (discussion / no action) Ben met with one potential Board candidate. Ben will ask the committees to send the list the skill sets they re looking for in additional committee members. The Nominations Committee will use these lists in seeking new committee volunteers. Page 2 of 5

3 The committee wants to amend the volunteer survey to include the skills sought by MFC s committees. 6. Outreach Committee Report: Bruce Foley, Chair (discussion / no action) Bruce provided a list of these upcoming events: 82 nd Ave. Parade on April 25; the Outreach Committee will be making signs to use at the parade on First Friday Beer Bunker social on May 1 Montavilla s Creative Science School s festival on May 17 Montavilla Street Fair Stark Street will be closed Pancake breakfast on June 6 The Outreach Committee needs more volunteers to help at all of these events. MFC and the Montavilla Neighborhood Association would like to coordinate and perhaps sponsor one another. Presentation by Ben Sandel on membership recruitment campaigns date is TBD. Recommendations and Reports of Special Committees 7. Strategic Planning Working Group (SPWG) Report: Ellen Rubinstein, Chair (discussion / no action) Ellen posts meeting minutes from the strategic planning group s discussions with Ben Sandel on google drive. A status update for the strategic plan, including highlights from the strategic planning group s discussion with Ben in March, is as follows: MFC has asked two consultants for market study bids. The group will investigate the potential benefits (i.e., economies of scale) in coordinating the market study with market studies People s and Alberta may be conducting in the near future. MFC is in the process of identifying appropriate consultants to ask for pro forma preparation bids. MFC needs to fundraise or otherwise figure out where the money for these 2 studies will come from, since they're the next big ticket items on our to-do list according to Ben S. The Food Co-op Initiative grant opportunity is one possible source of funding (or co-funding). The strategic planning group discussed our draft timeline of MFC activities with Ben on the March call. Earlier this week, Ben sent the group a revised high-level timeline that he suggested has the appropriate level of detail for the Board; this version does not show most of the details in MFC s original draft timeline. Ellen showed the Board both draft timelines. The strategic planning group will discuss the different approaches and levels of detail--with Ben at our next meeting on April 17. Page 3 of 5

4 Ben suggested that at this stage in the co-op s development the Outreach Committee should be focused on a) raising MFC's profile, and b) getting more members. Ben offered to meet via phone with the Outreach Committee to deliver a presentation on member recruitment campaigns. The strategic planning group is coordinating with Ben and the Outreach Committee to schedule this presentation. Ben suggested the Outreach Committee and volunteers brainstorm to create a list of community events (and their dates) at which MFC can have a presence. Many such events are already on MFC s calendar, but there may be others we can add. Ben urged MFC to strive for as much diversity in terms of locations and types of events as possible. Ben agreed a small-scale canvassing campaign could be beneficial, given the apparent interest and skills of MFC volunteers. However, Ben S. cautioned that canvassing can burn people out and burn through a lot of good will without necessarily delivering a lot of new members. MFC is working on revising its organizational chart to send to Ben S. for his review. Old Business 8. Discussion Addressing CDS Recommendations Regarding Committee Accountability, Appointments, Expectations, Outcomes, Plans, and Written Reporting to the Board: Scott McCormick (discussion / no action) The memo to the Board describing this discussion is included as Appendix C. Committees are struggling to provide their reports to the Board within the required timeline. While the committees recognize the importance of informing the Board about their activities, the reporting requirements are very difficult for the volunteer committee members to fulfill. As a result, the Board agreed we need to revise the reporting requirement. Scott will draft language about the revised reporting requirements for the next Board meeting. Reporting options in the future will likely include: Oral-only report, delivered by the committee chair or another committee volunteer appointed by the chair Committee meeting notes, or a summary of the meeting notes, that serve as the committee report A separate, stand-alone report. All committee requests for Board actions, all recommendations to the Board, all funding requests to the Board, and all resolutions will still be required to be submitted in writing. As described above, the Board will request that the IT Committee enable MFC s website to serve as a central hub for all committee and Board reports. New Business 9. Resolution Calling the Montavilla Co-op 2015 General Membership Meeting: Scott McCormick (discussion / action) Page 4 of 5

5 The resolution is included as Appendix D. Discussion postponed until the next Board meeting. Suggestions for Next Agenda In-person discussion with pro bono attorney Business Committee s resolution enabling the return of equity upon a member s request Discussion regarding the IT Committee s request for funding for the premium version of the project management software. Resolution for updates to Nominations Committee charter Draft language regarding committee reporting requirements Adjournment The meeting adjourned at 8:59 p.m. Approved by: Ellen Rubinstein, Secretary May 22, 2015 Page 5 of 5