NOFC Board of Directors Meeting Minutes

December 2, 2009 6pm, 2372 St. Claude Ave.

In attendance: Michael Smith, Scott Galante, Heather Fife, Rachel Riezman, Mac Lemann, Elisa Miller, John Calhoun

Meeting was called to order at 6:07pm

3) Minutes approved

4) Insurance – Scott: We have insurance for the market, but it will not cover volunteers. We are currently at your own risk employment. Michael: Do we need get waivers from volunteers? Board insurance is not yet decided, we need to find someone familiar with co-ops. We are defined as “itinerant fixed food store/market”. We will not operate in a space lager than 1500sq feet. Will cover move to parking lot.

5) PJ Hoffman has received contract – we have hired him. Rick Dupont want contract by Friday. Wed and thurs dec 16-17 he will be here. UNFI will pay 30%. He will stay at Scott’s guest house and we will pay 7% of the flight.

Michael: what level does the kitchen get built to. What do we want? What can we afford? Criteria for commercial kitchen would jack the cost up. We need to ask what can be set up for later installation from PJ.

Elisa: let’s work with the restaurant in the HC to see what kind of opportunities we will have with pairing.

Member Loan Campaign;

John: We should end first phase and then in spring or whenever the timeline provides for it run a well organized campaign. Second campaign wouldn’t be so risky.

Scott: Should we close the first campaign?

John: We went from have $30-50,000 in promises to only collecting $7,000.

Mac: Do we want to table this to the end of the year

Michael: We don’t have to act, let’s let John, as the head of the member loan campaign, tie up the loose end until the end of the year.

John: We can put if out there that we are having another phase. We are required to report taxes.

Cheryl: We should be accruing interest on those loans.

John: we should be sending them a form for that.

We need to get the loan paper work to Cheryl.

14) Accounting Update

Michael: we got our tax lisence from the state. We have made detailed sheets of the Sunday markets.

Mimi suggested over email that we set up quick books for this.

Cheryl: Software is $150. You can put customer summary instead of each customer.

7) Sunday Grocery:

We need to get a system in place.

Rachel: I can deposit the money.

Scott: we should use a separate marketing account

Cheryl: there are me other sales going through the food co-op. in quickbooks you can track the Sunday market.

Michael: on Sunday we should continue to use the spreadsheet we have been using.

Rachel: Dollar restrict for petty cash?

Cheryl: no.

Update on taxing and license.

Michael: unfi buying club eventual outcome

John: are we getting wholesale price’

Elisa: From what I understand they have a tiered system. They are supposed to have us as a wholesale customer by the end of the year.

12) App for foodstamps

Michael: we have an account from usda. Need board members ss#’s. Michael will send an email on how to move forward on this.

Elisa: Let’s tie this up by the end of the week.

13) Design Charette: Dec. 16^th at Healing Center.

9) Table until next meeting

• An executive session was held regarding legal issues.

NOFC Board Governance Meeting Monday June 15, 2010

6:00pm at 517 Telemachus St. (Rachel’s)

 

Present:

 

Board Members – Michael Smith (President), John Calhoun, Rachel Riezman (Treasurer), Mac Lemann (Chair of the Board), Heather Fife (Secretary), Scott Galante (Vice President)

 

Members – Cassandra Snyder, Ann Sobol, Leah Farkas, Siddhartha Padmanabha

 

Announcement:

 

Michael: After returning from the Co-op conference in Indiana, Michael feels that the larger Co-op community is strongly behind the NOFC. There is help out there waiting to be contacted, all we have to do is ask. Other co-ops would be willing to help with fundraising and document sharing.

 

John: In 11 days we will be having an auction. John will be hosting postcard addressing at his house tomorrow from 7-9pm.

 

Michael: Will make a facebook invite for the auction.

 

Scott: Scott and Michael met with the economic development team for the city today to talk about the FFRI. It still seems to be stalled. If anyone can get to Baton Rouge before Sunday, it might be helpful.

 

Treasurer’s Report:

 

Rachel: The Buying Club does not owe anyone money at this point.

 

The Board will be looking at the Buying Club Budget.

 

MOTION -

 

Scott: Moved, that, the board freeze buying and selling functions of the buying club and the sunday grocery until they have provided accurate accounting to be presented at the next board meeting. Heather: Seconded

All: Agree. Motion carries.

 

Unfinished Business:

 

MOTION -

 

Mac: Moved, to accept the recommended amendments and revisions to the NOFC Bylaws.

Scott: Seconded

Amendments – subject to final grammatical revision.

All: Agree. Motion carries.

 

MOTION -

 

Scott: Moved, to authorize the negotiation and execution of a contract with Southern Refrigeration for the purchase of our refrigeration equipment.

Rachel: Seconded

Discussion: Two separate contracts will be on the table – one for equipment and one for installation. Contract for equipment needs to be complete by two and a half months before we need the equipment and before the end of the year o be eligible for federal rebates. The board and legal counsel need to review the final contract. Michael suggested we move forward by asking Southern to submit a new contract without the installation quote.

Motion withdrawn.

 

Member Input:

 

Ann: Advised board members that they have a legal and fiduciary duty to the membership not to be taken lightly. Ann suggests that the treasurers report reflect a longer period of time. Financial reports sent to FC500 should be reviewed as a model for future reports.

 

Rachel: Would like the board to be more engaged in financial report discussions. She will begin to have financial reports distributed to board members by email by the 15th of each month.

 

Leah: Met with Paul regarding the Sunday Grocery site at the new office space. Leah has been having trouble reaching Julian. Leah will write a letter to him. We can move into the office once it is cleaned out.

 

Rachel: In possible a month or two we could have an employee that may be moving across the country to work for us. It’s obvious tonight that we are not ready to trust the recommendations of others quite yet. We need to be ready to support a GM that can work independently. Rachel suggested we take time to review our GM expectations. We could consider another training.

 

Mac: Mark would like us to enroll in the co-op board leadership development. We should look into this.

 

Next Meeting: Tuesday July 6th, 6pm at Rachel’s place.

 

Meeting Adjourned: 8:00pm.

 

Minutes submitted by Heather Fife

NOFC Board Governance Meeting Monday June 15, 2010

6:00pm at 517 Telemachus St. (Rachel’s)

 

Present:

 

Board Members – Michael Smith (President), John Calhoun, Rachel Riezman (Treasurer), Mac Lemann (Chair of the Board), Heather Fife (Secretary), Scott Galante (Vice President)

 

Members – Cassandra Snyder, Ann Sobol, Leah Farkas, Siddhartha Padmanabha

 

Announcement:

 

Michael: After returning from the Co-op conference in Indiana, Michael feels that the larger Co-op community is strongly behind the NOFC. There is help out there waiting to be contacted, all we have to do is ask. Other co-ops would be willing to help with fundraising and document sharing.

 

John: In 11 days we will be having an auction. John will be hosting postcard addressing at his house tomorrow from 7-9pm.

 

Michael: Will make a facebook invite for the auction.

 

Scott: Scott and Michael met with the economic development team for the city today to talk about the FFRI. It still seems to be stalled. If anyone can get to Baton Rouge before Sunday, it might be helpful.

 

Treasurer’s Report:

 

Rachel: The Buying Club does not owe anyone money at this point.

 

The Board will be looking at the Buying Club Budget.

 

MOTION -

 

Scott: Moved, that, the board freeze buying and selling functions of the buying club and the sunday grocery until they have provided accurate accounting to be presented at the next board meeting. Heather: Seconded

All: Agree. Motion carries.

 

Unfinished Business:

 

MOTION -

 

Mac: Moved, to accept the recommended amendments and revisions to the NOFC Bylaws.

Scott: Seconded

Amendments – subject to final grammatical revision.

All: Agree. Motion carries.

 

MOTION -

 

Scott: Moved, to authorize the negotiation and execution of a contract with Southern Refrigeration for the purchase of our refrigeration equipment.

Rachel: Seconded

Discussion: Two separate contracts will be on the table – one for equipment and one for installation. Contract for equipment needs to be complete by two and a half months before we need the equipment and before the end of the year o be eligible for federal rebates. The board and legal counsel need to review the final contract. Michael suggested we move forward by asking Southern to submit a new contract without the installation quote.

Motion withdrawn.

 

Member Input:

 

Ann: Advised board members that they have a legal and fiduciary duty to the membership not to be taken lightly. Ann suggests that the treasurers report reflect a longer period of time. Financial reports sent to FC500 should be reviewed as a model for future reports.

 

Rachel: Would like the board to be more engaged in financial report discussions. She will begin to have financial reports distributed to board members by email by the 15th of each month.

 

Leah: Met with Paul regarding the Sunday Grocery site at the new office space. Leah has been having trouble reaching Julian. Leah will write a letter to him. We can move into the office once it is cleaned out.

 

Rachel: In possible a month or two we could have an employee that may be moving across the country to work for us. It’s obvious tonight that we are not ready to trust the recommendations of others quite yet. We need to be ready to support a GM that can work independently. Rachel suggested we take time to review our GM expectations. We could consider another training.

 

Mac: Mark would like us to enroll in the co-op board leadership development. We should look into this.

 

Next Meeting: Tuesday July 6th, 6pm at Rachel’s place.

 

Meeting Adjourned: 8:00pm.

 

Minutes submitted by Heather Fife

 

 

 

NOFC Board Meeting Minutes 1/05/10

517 S. Telemachus St., NOLA (Rachel Riezman’s House)

 

In attendance: Heather Fife, Michael Smith, John Calhoun, Scott Galante, Mac Lemann, Rachel Riezman, Mimi DiMassa, Elisa Miller

 

Meeting called to order at 6:23pm

 

Additions – finace committee

• store design update

• last night’s meeting

 

Project Coordinator Proposal –

John: proposed waiting for Bill Gessner advice in two weeks when he is here.

Michael: Elisa has been working hard and wants to work as a contractor in a project manager capacity.

 

Scott – Valerie has electronic copy of w-2

 

6:37pm (with elisa and mimi)

 

Ernest Gethers meeting thurs 1pm – Scott will have member maps ready to be printed at his office 10am

 

Tabling of minute approval

 

Phone in office – John will meet with Amanda Anderson to take care of switching account from her name to his.

 

Conference call with Bill Gessner update –

 

Michael: Saturday full day workshop 9:30 people come for light breakfast (can we get something donated?) 10 – 1pm intro to co-op principles and to state of NOFC. Purpose – to get everyone on the same page. What are the functions of the board, what are not the functions, what are the functions of the action team, how does it relate to the board, revisit subcommittees, where does sunday grocery fit in, etc.

Scott: it might be appropriate to meet somewhere other than the healing center because of our business relationship.

Mimi: heat is an issue, Holy Angels might be a better place

Scott: we could get Global Green

Mimi: Bill is staying at b&b near Mimi’s, there is a community space right there. She will check into this. Are we going to talk about member benefits or is it just organizational?

Scott: we can weight either morning or afternoon with things membership would be more interested in

Michael: Bill is willing to do session thurs and friday about other issues like fundraising and financing.

Scott: overhead budget is out of wack and needs to be revisited.

Mimi: what item is more important to the general membership?

Michael: some people think we don’t even need a board. Some people don’t understand the place of the AT.

Scott: Bill will clear up those role questions

michael: we are having internal conflict because not everyone is coming from the same perspective and if we can reach a shared understanding we can move forward.

Mimi: that would be addressed at the sat. meeting.

John: we need to develop a process of decision making and accountability so that we are all moving forward with the same vision.

Michael: we need to address how the Sunday Market fits into the organization.

Scott: how do we define responsibility to entire membership?

do we need to go back now that we are for profit?

Mimi: we need to get through to those members who support us but can’t be bothered with day to day stuff.

Michael: (reads Bill Gessner agenda email)

we are going to send a prep suggestion to everyone that is coming to training.

Mimi: can we add outreach strategy such as what we are going to offer in the store and member benefits before we get too far along in the store design so that we know what people want or we are going to waste a lot of money.

Rachel: that might be something that we talk about closer to the opening date and not take up time while Bill is here

Scott: we are going to have to come up with an affordable plan, and we can pick any product and people are going to be for and against it.

Mimi: maybe we can add product choice as a topic

Michael: maybe we can move that to thursday or friday

Mimi: NORA was concerned that there wouldn’t be enough suppliers for the store. Even if he could just speak to the topic. We need to research suppliers.

John: I see this being for active volunteers

Scott: we are going to suffer paralysis of action if we are always trying to be over inclusive.

Mac: what we really need to be talking about is the homework that needs to be done between now and then and let the schedule just form itself over the next week and a half.

John: we have another conference call with him on the 11^th.

Mimi: Sunday Grocery needs to be tied in with accounting

michael: aren’t we trying to phase Cheryl out?

Scott: let’s talk about that when we get to it on the agenda

Mac: call for volunteers for a finance committee

Scott: we should go in telling Bill that we have identified the need for this committee and see how he can help us formulate this. Then we can send out email to membership explaining and asking for help.

Scott: Motion to create a finance committee.

All agree, Motion carries.

Mimi: someone with Healing Center should meet with Bill, as well as other update to get him on the same page with financial stuff and Sunday Grocery.

Michael: we can send him Pres’s powerpoint.

Mimi: do you think that his old budget still stands

John: we need to add 10% to everything now.

Mimi: we need to make sure PJ and Bill are on the same page

Mimi: will invite Robert

Michael: we just need to make sure we have people on top of getting food for saturday meeting.

Elisa: do we need to send a mailer?

Everyone: agrees

Elisa: they need to be in the mail by the monday 11^th

 

Policies and proceeders committee

Mac: Heather, Michael and I met last wed. broke down into four sections the things we felt needed to be addressed.

Michael: Ends policies – expectations. We have a lot of these written already. Next is governance – Mac has offered to take this on. That covers policies for board meetings, committees of the board, how are you going to elect, officer duties, etc. Third – Board and manager delegation. Fourth – executive limitations (example – everyone is treated with respect.)

Mimi: is there a code of conduct that board members should take an oath toward that we all act politely?

Michael: we could have a spelled out policy that everyone in the organization follow some sort of conduct. Like the policy created last year that the board speak as one voice.

Mimi: worried about a volunteer misrepresenting the group.

Michael: some of our meetings people are less than respectful and wants Bill to address this.

Policy committee will meet again soon. Email suggestions to Mac.

 

Accounting system update

Rachel: we still need to get quickbooks set up. We did pay the taxes last month whether we were supposed to or not.

Michael: Cheryl suggested that we update to the new version.

Scott: we are still within the window of a cheap update, but we need to hurry.

Michael: we don’t know where our quickbooks disk is.

John: there is a box of stuff in the office. Anne Sobel would know.

Mimi: there is an online version

Scott: online is more difficult to work with. Let’s call and see if they have a record of our purchase.

Mimi: we need to be ready with this for bill with current state of affairs

Elisa: registration number could be on the manual in the office

Rachel: will get in touch with Cheryl about getting upgrade.

Mimi: we need to set up a system with the member loan people to give them quarterly update.

Rachel: that is beyond my expertise.

Scott: we don’t have the money to keep paying Cheryl.

Michael: Cheryl has been paid up to date.

Scott: maybe we can sit down with Cheryl and see if she will take a flat fee for a couple of hours every quarter.

Mimi: for meeting with Bill, should be invite Cheryl for accounting update and loan program?

Michael: yes.

John: don’t see it as necessary.

Michael: let’s move on.

 

 

Sunday Grocery

Elisa: going ok. 5-10 new members each week (5-6 total fully paid). Met over 300 of the members.

John: has enter these in the database. 524 current members.

Michael: partially paid members can participate in the buying club but have no vote.

Mimi: each member should be in quickbooks with how much they have paid.

Rachel: there is already a system set up for this on the google doc.

Scott: we should be able to kick out ‘this is what we have in membership money’

now that we are a for profit, we need to be clear on the different types of membership.

Mac: this needs to be an ongoing conversation that dovetails with member benefits. Where are we at with occupational permit?

Elisa: the city was on hold until the first of the year.

Michael: four scenarios were given to the city and each was giving explanation of each. As long as people are serving themselves out of the bulk containers then we don’t need a ‘clean room’. A farmer’s market is not permit-able different than permissible. Storage needs to be permitted, not the market.

Mac: Holly Grove as storage and they are already permitted.

Elisa: Feb 28^th we will no longer be able to be in the Healing Center.

Michael: do we want just us or do we want to open this to other vendors? There is a different step in the permitting process.

Mimi: can we get NOLA Hope and Herritage to promote this?

Elisa: original idea was to invite other the Healing Center vendors.

Scott: our insurance wouldn’t cover other vendors because of the dollar limit.

Michael: we need to make sure that every individual in the market has an occupational license.

Michael: concerned about the Sunday Grocery accounting. We owe buying club about $1500. First deposit was $1177.75 for first three weeks and $276 was deposited for this last week.

Elisa: one week the money was used to pay for mailing stamps.

Michael: that’s my concern. There need to be a paper record that this money is going into the bank. And a separate receipt that something has been bought. That money must go into the bank or we are all responsible.

Scott: any extra needs to be put into bank as donation.

Rachael: plans to go every week and can write a check for produce once she is added to bank account.

Elisa: UNFI has tax system in place.

Scott: if we are marking up we need to be charging tax.

Mac: can’t we eliminate this by using our wholesale license.

Elisa: right now the way we understand this is we are paying double tax.

Michael: according to the guy with the city – since this is a member based buying club, we don’t need to be charging tax.

Scott: but this is more like a store at this point.

Rachael: we are charging tax right now and will not change until we get very specific advise from a professional.

Michael: I think we can say right now that based on the advice we have gotten, the board believes we are running in a legal way.

Rachel: who is able to write checks

Michael: John and Mimi are the only ones, though the checkbook is at his house and he has been balancing.

Rachel needs to be a signatory, John will go with her before or after thursday meeting.

Scott: we should have a file of check request forms. He will email this form and we can use it to keep records.

Scott: when we take more than $400 annually from a vendor we have a responsibility to get a 1099.

michael: concerned with vigilance in regards to shoplifters and signing everybody up with $5 memberships – we’ll never get the equity.

Scott: we can’t offer the same thing for different prices.

Michael: we would need to verify income to do this correctly.

Scott: we can’t sell shares for different prices because we are diluting the shares.

John: there’s a way to do that with our bi-laws.

Scott: if you look at the letters of incorp. it does not allow for different levels of membership.

I think we need to get legal advise on this. We are a corporation. We need to issue the two kinds of shares to members and report to them annually.

Scott: will call Peter Kobert regarding his research on this.

 

Store Design Meeting

Mac: last night there was a meeting at the healing center. Chris Faust was vocal about wanting our internal corner to be a door to get foot traffic past his store. Others want this also, but have not been so aggressive. A suggestion has been made to flip our entrance and registers.

Scott: Pres put us in the back corner because he thought it would be useful for us to have access to the parking lot. We have paid someone to design our store and have gone through a design process that we need to be faithful to.

Elisa: I think there’s a big difference between being neighbors and being roommates. If we have a common door that opens up into the living room we would be more of a part of the center community.

Scott: we are running a margin business that is set up to fail every time someone pulls something off the shelf and walks out the door. The design has been put into place for security, guided by someone who does this for a living.

Mac: our primary responsibility is to our shareholders. We don’t have a responsibility to the HC.

John: we need the best chance for success. If the HC is relying on our success for their own success, then we can’t let them bully us into making a decision that is going to hurt us.

Scott: motion to decline to make the change

michael: I think it’s ok to let PJ go ahead and make this change.

Mimi: asked Robert to send PJ as much info already drawn as possible to make it easier on him.

John: even if we could make it work architecturally, doesn’t mean that it works for us in a business way.

Elisa: something needs to be done for those not entering through the parking lot.

Scott: they will still have access.

John: we need to see that our sales would match the change.

Mac: members have already participated in this design process if we were to change it right now we would be going against the co-operative process.

Scott: what happens to this organization if we make this change now and as we go through the process to decide what products we are going to carry and some outside interest comes through and wants to change something – the members aren’t going to trust our process.

 

Scott: 5-6 line who, what, where, etc. postcard

Michael will write this, Heather will edit, it will be stamped at the sunday market.

 

Meeting adjourned 9:39.