In attendance: John Calhoun, Michael Smith, Victoria Baker, Scott Galante, Amy Lesen. Meeting held in New Orleans, LA 70119. Meeting called to order at 6:40pm.

 

1. Official Board Minutes: The board amended the previous meetings minutes. John C. moved to adopt minutes as amended. The board approved the minutes unanimously.

 

2. Selecting a new Treasurer. John C. read the bylaws section about the Treasurer, (Bylaws Article 3, Section 6). The Treasurer does not have to be a board member. The Treasurer will be in charge of financials, that all accounts payable and receivable are reconciled.

 

The board discussed potential members of the community to tap for a new treasurer.  The board could send an email to the whole membership requesting qualified members who are interested in becoming a treasurer to contact the board. This email notification could include a call for members interested in sitting on the board to also step forward.

 

John will update the member list and Victoria will create the email and send it.

 

3. Letter of Intent with the Healing Center. The NOFC board entered into

     executive session to discuss the Letter of Intent with the Healing Center.

 

4. Member Loan money. The NOFC is guaranteeing the members who are making loans that the loan money will not be spent until all the financing is in place. Some members, preparing to make loans, have asked about the time period that the co-op will allow until the NOFC returns the loan money.

 

The board needs to create a mechanism for keeping the loan money separate from the coop’s general funds. An Escrow account could be created to keep the money separate until all the financing is in place. This Escrow account could be made to bear interest.

 

The board should talk to an escrow attorney to gain advice about how to escrow the loans. The board should also talk to HOPE credit union about creating an escrow account with HOPE.

 

This type of mechanism will gain the NOFC credibility, allows a safeguard for the loan money, and create certainty in the process and time frame for the member loans.

 

5. Planning a board retreat. Scott G. offered his house as a place for a day long

board retreat. Sunday June 28 was floated as a date. The board would create a structure for the retreat before hand.

 

6. Alternative Business Plan. This could have more personal language, and use first person. The document would be available on the website, and could be given out to anyone who was interested. This document would not include proprietary information, such as information from the market study. The sources and uses budget would be included, but the 10 year financial projection would be left out. The business description already being distributed could be based on and potentially be replaced by this document. The new document will be referred to as the Executive Summary of the Business Plan.

 

The Project Assistant’s role with the co-op. The board entered into executive session to discuss the Project Assistant’s job description.

 

7.   Co-op liaison. Victoria is acting as the NOFC liaison with the Healing Center.

 

8. Board email list. The board email list should be open only to board members.

 

Meeting adjourned at 8:20pm. The next meeting of the Board will be at the Board Retreat, tentatively scheduled for 10am June 28, 2009.

In attendance: John Calhoun, Victoria Baker, Amy Lesen, Scott Galante, Michael Smith, and Christopher Faust.

 

Meeting called to order at 6:45pm at 3221 Toulouse Street, New Orleans LA, 70119.

 

1. Executive Minutes Policy.

John Calhoun made a motion to create a Board Policy that would make a note in the official minutes stating that the Board of Directors entered into an executive session to discuss the stated purpose of that executive session (confidential material), and the minutes for those sessions would be kept as confidential executive minutes. Motion approved unanimously.

 

2. Amy L. made a motion to approve the May 13, 2009 BoD meeting minutes as amended. Motion approved unanimously.

 

3. The Board of Directors entered into executive session to discuss the draft Healing Center Letter of Intent. Chris Faust arrived at the BoD meeting to discuss the draft LOI provide by the Healing Center.

 

4. Open House Preview at the Healing Center.

            The open house will be on June 13, 2009 from 10am-1pm. Mary Landrieu and other local and state leaders will be present. We should have as many co-op members attend as possible.

          The NOFC will send a postcard advertising the event.

          The NOFC will NOT have a potluck, for concerns of space and business-like appearance.

          The NOFC will have an informational table at the event, including lots of beautiful local foods on display.

          It is also appropriate to have some easy snacks to give out from our table if members wish to bring something.

 

5. State Lobbying Campaign.

          JP Morrell is attempting to get 50K in the budget for the Food Coop. He has not been able to get it put in yet, because the NGO form was not submitted timely. He will try to work the money in a separate place in the budget. Michael S. will contact JP about how to move forward.

 

6. The Board entered into executive session to discuss taxes.

 

7. Member Loan Campaign. The NOFC has been working with Ron McFall, a cooperative lawyer recommended to the NOFC by CDS Consultants. The disclosure documents for the member loans have all been prepared and are ready to send to members who are interested in making loans.

          The current draft of the business plan is not in an easy to use format to send to the members with the disclosure documents, however.

          Anne Sobol has revised the business plan into a workable document that needs to be reviewed by the board and revised.

          John C. and Yasmin B. will complete the Business Plan tomorrow, and email to Victoria for final touches.

          Members are giving positive feedback about the member loan campaign.

          The treasurer and Yasmin are setting up a meeting with a tax accountant for the Member Loan Campaign.

 

8. The Board of Directors entered into executive session to discuss lease negotiations and terms.

 

9. Meeting with HOPE Credit Union.

          On Tuesday, 5/13 John C., Amy L., and Michael S. attended a meeting with Gary Williams at HOPE Credit Union to discuss a future business loan. They are eager to work with the NOFC, and regarded the sources and uses budget as reasonable, especially regarding the percentage of the total opening budget that we are seeking from them in loans.

          We will follow up by sending information and our business plan as needed.

          The NOFC will need to find an individual or a group of individuals (if HOPE agrees that this is an acceptable strategy) to provide a personal guarantee on the loans. If the NOFC was a non-profit, this type of personal guarantee would not be necessary, but it is a standard industry practice for businesses seeking loans.

 

14. The next meeting of the NOFC Board of Directors is scheduled for June 16, 2009, from 6:30 to 8pm, in New Orleans, LA, 70119.

 

Meeting adjourned at 8:35pm.