Our grocery store

Meeting began at 6:26pm. In attendance: John Calhoun, Mimi Dimassa, Amanda Zug-Moore, Erin Laine, Michael Smith, Jim Drury, Pres Kabakoff, and Sally Glassman.

The Board approved 1/12/09 minutes.

Christopher Brown formally resigned from the BoD in order to devote time to the NOFC Buying Club activities.

A. NOLA Healing Center Presentation and Discussion

Jim Drury, Pres Kabakoff, and Sally Glassman formally requested the NOFC to rejoin the Healing Center (NOHC). Pres said that they had actively searched for other grocers and couldn’t find anyone to join up with the project. Three main reasons for this were: there is no parking in front of the Healing Center, they couldn’t work out the issues with the exact space, and there is a possibility that Robert’s market will re-open on Elysian Fields. There were a number of members of the Healing Center Salon that also always wanted the NOFC to be the NOHC grocer.

The NOHC is a for-profit enterprise, and Pres is relying on getting Historic tax credits to make the financing work. Other sources of NOHC financing are $2M from a state appropriation, $1M from the Louisiana Recovery Authority, $1M from ORDA, and Green Grocer money from ORDA.

Pres said that NOFC members could help lobby Landrieu and Paul Rainwater at LRA.

Erin Lain mentioned that one roadblock is that some in Bywater do not want 18-wheelers doing down the N. Rampart approach.

In order for any of the salon members to become operational, they will need approval for the whole building. The NOHC developers would build the space for NOFC.

NOHC is offering NOFC the back corner next to the parking. They are also considering tearing out the ceiling so the space would have 18-ft ceilings.

The NOFC will send out a notice to its members about discussing the Healing Center option at the next Action Team meeting (Feb 16) to get input about making a final decision.

B. The process of hiring Peter Koerber to reincorporate the NOFC

Erin is interested in working on the bylaws, together with John and Peter. Erin will make a spreadsheet comparing different bylaws to inform the process. The Board will use the FC500 grant money to hire Peter. Everyone should think about ways to change the bylaws. John C. will serve as the liaison between the Board and Peter.

C. Project Assistant

Yasmin has completed her first week on the job as the NOFC project assistant.

She will be meeting with Anne this week to learn to manage the Quickbooks. She is also going to begin calling all NOFC members to determine how they are willing to volunteer, starting with those that indicated they would like to help out. We need to work up a script for the calls.

Yasmin is an employee so the NOFC needs to pay taxes and insurance accordingly. Sarrah S. will set up the account to pay her. She will be paid every 2 weeks.

Yasmin should use yasmin@nolafoodcoop.org for all her NOFC correspondence.

If anyone has suggestions for Yasmine, they can also email John C., as he will be working with her.

D. Reimbursement for NOFC purchasing

The Board will continue to reimburse members for purchases made for the NOFC. We will keep a few thousand dollars in the account to ease the process of making reimbursements.

E. Other Agenda Items

The Board discussed other possible members to serve on the Board to fill vacancies.

Amanda Zug-moore made a motion to adopt the version of the NOFC mission as shown on the newsletter for the official mission statement.

The next BoD meeting will be on 3/11 at 6:30pm at 621 N. Rendon.

In attendance: John Calhoun, Amanda Zug-Moore, Sarrah Schloenewald, Mimi Dimassa, Michael Smith and Andy C. Meeting began at 6:37 pm.

Minutes for Dec. 15 Board meeting minutes reviewed and approved.

Board Expectations of the Action Team and Committees:

Action Team – Michael S. presented draft of expectations. John C. reiterated the need for the Action Team to proceed according to a clear timeline. Michael S. suggested NOFC purchase a large whiteboard to manage the timeline. John C. suggested each committee chair develop a set of tasks to be done in their committee to present to the Action Team. Amanda Z. moved to adopt the expectations of the Action Team as revised, unanimously adopted by the Board. See Board Expectations of the Action Team and Committees document for specific language of expectations.

Fundraising Committee – Amanda Z. suggested adopting Amy George’s description of the committee with addition of “3rd party loans” to last sentence.

FPI Committee – Amanda Z. suggested adopting Amy George’s description of the committee with minor additions.

Buying Club – The Board expectations of the Buying Club were developed at the Board retreat. These are: “The NOFC Buying Club must be financially sustainable, process new applications in a timely fashion, and to not take energy from the NOFC’s mission.” It was clarified that the Buying Club is not a committee of the Action Team but rather a separate project of NOFC that reports directly to the Board.

Communications Committee – Amanda Z. suggested adopting Amy George’s description of the committee with minor additions. John C. suggested cutting the last sentence.

Site Search Committee – Michael S. read draft version of expectations. A discussion of the proper place of the Site Search Committee in the organization followed, and the Board tabled the issue of whether the Site Search Committee should be an Action Team subcommittee or a subcommittee of the Board.

Michael S. made a motion to adopt the draft versions of the Action Team subcommittee expectations. Board passed motion unanimously.

NOFC Incorporation Status

As per consulting advice, after discussion the Board decided to re-hire Peter Koerber to do the work of reincorporating the New Orleans Food Community, Inc. as a business corporation. Michael S. made a motion to hire Peter K. to reincorporate the NOFC and consult with lawyers as needed. Cooperative Development Services’ lawyers who have specialty in cooperative business law.

Hiring a Project Assistant

Amanda Z. stated that over 70 persons had applied for the job of project assistant, and offered to narrow the list to 20. John C. and Michael S. agreed to meet Amanda Z/ on Monday 1/19 to shortlist the candidates and decide on an interview schedule. It was suggested that we make the hire by Feb. 2′s Action Team meeting so that the project assistant can be introduced there. It was decided that the Board would conduct the interviews in groups of at least two Board members.

Ends Policy

Michael S. will work the consensus drafts done by Michael S. and John C. into a consensus draft to be adopted as the NOFC mission.

NCGA Conference

The NCGA has invited NOFC Board members to attend their reception to meet and discuss Board activities with their members. They also suggested Friday, Jan. 30 as an opportunity to have a potluck with NOFC members and NCGA attendees together. Michael S. suggested the French Quarter wedding chapel as a venue nearby their hotel, if we cannot get space at the hotel to do the potluck.

Next Board of Directors Meeting

It was decided by email to have the next meeting of the NOFC Board of Directors at the LHA Community Center, 621 N. Rendon, from 6:30 – 8pm on Monday, February 9, 2009.

In attendance: John Calhoun, Amanda Zug-Moore, Christopher Brown, and Michael Smith. Meeting began at 6:36 pm.

Minutes for Nov. 30 Board meeting will be approved by email.

Amanda Zug-Moore made a motion to withhold Board meeting minutes from posting on the NOFC website until officially approved by the Board. Motion passed unanimously.

Board Policies:

Amanda Zug-Moore made a motion to adopt the Board policies recommended by Mark at the Board retreat. Motion passed unanimously. The Board will review Board policies and vote on changes to the policies as necessary. Action for Board: Read Board policies and think about needed changes.

The Board Speaks With One Voice:

John C. will develop a policy about ensuring a unified voice in Board communications, to ensure a consistent public face. Board was in agreement to allow the person who was the initial point of contact for a specific issue to remain the liaison on that issue, and that responses on coop business by Board members should be checked via email with the other Board members to ensure consistency.

Report on Member Loan Drive:

Board discussed the need to secure the money for the site before beginning to make lease payments on a site, and whether it was reasonable to require the Board to put up 10-15% of the money in the member loan drive.

Appointment of New Board Members:

The Board is empowered to appoint three new Board members as convenient. The Board agreed to send out a request for interested NOFC members to put themselves forward as candidates for the Board. John C. suggested asking potential appointees to sit for one or two Board meetings before being appointed.

Incorporation issue:

John C. made a motion to re-incorporate the NOFC as the appropriate kind of for-profit business. Anne S. is preparing a memo for the Board to guide the process of re-incorporation. There was discussion about the appropriate lawyer to hire for the job, based on cost and expertise.

Hiring an Assistant:

John C. moved to approve the job description and announcement to be sent out for the job. It was agreed that the assistant should be hired as a contractor, and that any non-NOFC member that is hired should be required to become a NOFC member as a stipulation.

Set Policies/Expectations for Committees:

The Board agreed that it should set clear expectations for each NOFC committee. It also discussed the possibility of creating a Technology Committee, potentially to be chaired by Erin Laine, to ensure the timely updating of the website. Each Board member picked two committees to develop Board expectations for:

Action Team: John Calhoun and Michael Smith

Fundraising: Chris Brown

Feasibility: Amanda Zug-Moore

Buying Club: Chris Brown

Membership: John Calhoun

Communications: Amanda Zug-Moore

Site Search: Michael Smith

The Board also decided to reinitiate the Action Team on January 19. The Board will send a holiday newsletter inviting all members of the NOFC to the next Action Team, and to update the membership on the status of the Coop and the action to hire a new assistant and appoint new Board members.

The Buying Club:

The Buying Club’s ordering has been suspended until the resolution of the sales-tax issue, as the Board of Directors is liable for the taxes owed. The Board agreed that it should set clear expectations for the Buying Club. Chris Brown will develop these expectations to be voted on by email by the BoD.

The NOFC Ends Policy:

Both Amanda Zug-Moore and Michael Smith developed draft Ends Policies, which will be sent to the Board for editing.

Stuart Reid Call:

The Board will conduct a conference call with Stuart Reid on Tuesday, December 23 at noon.

Amanda Zug-Moore will send the Board an email with the phone number for the conference call.

The National Cooperative Grocers Association Conference:

Further brainstorming about the NOFC’s role in the NCGA conference will be done via email.

The Board will meet again at 621 N. Rendon St., on January 12, 2008, at 6:30pm.

The Action Team will meet again at 621 N. Rendon St., on January 19, 2008, at 7pm.

Michael Smith
Secretary
NOFC