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.
Official Board Minutes: The board amended the previous meetings minutes. John C. moved to adopt minutes as amended. The board approved the minutes unanimously.
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.
Letter of Intent with the Healing Center. The NOFC board entered into
executive session to discuss the Letter of Intent with the Healing Center.
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.
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.
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 OrleansLA, 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 arrivedat the BoD meeting to discuss the draft LOI provide by the HealingCenter.
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, inNew Orleans, LA, 70119.
In attendance: Peter Koerber, John Calhoun, Mimi Dimassa, Amy Lesen, Scott Galante, Sarrah Schoenewald, and Michael Smith.
Meeting called to order at 6:41pm at 3221 Toulouse Street, New OrleansLA, 70119.
1. Signing Incorporation Documents.
The NOFC corporate lawyer, Peter Koerber, was present to administer the final signing of the documents to incorporate the New Orleans Food Co-op, Inc., as a business corporation in the State of Louisiana. The papers were signed at the commencement of the Board meeting.
2. Sarrah S. made a motion to approve the April 6, 2009 BoD meeting minutes. Motion approved unanimously.
3. State Legislature Lobbying Campaign.
John C. explained the background of our lobbying campaign. The NOFC is seeking 385K for capital build-out of the store. Pres K. has put 100K that he has from a Capital Outlay request from last year forward to match with a 285K request the NOFC is making with the HealingCenter this year.
Michael S. and John C. accompanied Pres K. to Baton Rouge to meet with legislators, and were able to discuss the project and the prospect of acquiring capital outlay money with J.P. Morrell, Ann Duplessis, Neil Abramson, Walker Hines, and Cedric Richmond. The strategy is to acquire a portion of our request from each of the New Orleans delegation to put together the required funds.
Though the NOFC feels that the responsibility for the build-out money lies on the HealingCenter, it is imperative that we assist their effort to secure the money.
Will Trufant and Victoria Baker put together the email campaign through our website.
The Board discussed further strategies around raising this capital money. Essentially, we should meet with any legislator any time that we are able to put forward our cause.
4. Member Loan Campaign.
The member loan campaign is beginning next week (the week of May 20). Ron McFall has been hired as the NOFC securities lawyer to assist in drawing up the necessary paperwork for the campaign.
John C. explained the procedure and timeline for the campaign, which should last around 6 weeks. The loans are to be repaid one time at the end of 6-10 year period at 3% APR for $1000-$9,999 loans, and 4.5% for loans greater than $10,000.
An accounting system will need to be set up for the loans. Sarrah S. will look into creating this.
Mimi D. suggested that we find a way to specially recognize those that wish to be recognized for making loans.
There are other strategies that we could pursue, including a “Friends of the NOFC” and recruiting Angel Investors as a small business.
Legislators that help also could be memorialized in some way.
Scott G. suggested that when we ask for loans ask the member if they would be willing to have their name memorialized in some way. This will both entice those that like recognition to make loans, give us flexibility of options, as well as allow those that don’t want recognition to opt out of it.
Scott G. will do some research to determine if the NOFC may be eligible for Angle Investor Tax Credits as a small business.
The board should also look in to other ways of recouping equity, such as converting loans to class C shares.
The board should also find out if the SBA is an option for the NOFC, as we may qualify as a small business.
5.Meeting with Northcountry Cooperative Development Fund.
Amy Lesen met with Jim Shadko, Director of Lending for the Northcountry Cooperative Development Fund (NCDF). He is very knowledgeable about cooperatives and why they succeed and fail. He expressed some initial concerns about the project.
His first concern was that we are opening in another group’s project. If the HealingCenter cannot get off the ground, neither can the NOFC. A major question is who owns the property. Another concern is whether we will have the option to deny other potential competitors a location in the HealingCenter.
Another question is whether we are building the store for the neighborhood or are we building it for us? The tastes of the diverse demographics in the area are highly varied. Will our store be too expensive for the neighborhood where we are opening? If our customer base is upper/middle class, how will we make our products affordable for the working person? Therefore, the board should make decisions to allow the products to be more affordable.
This brings a concern about trying to hit two different markets and missing them both. However, Steve Cook had success opening the Sevananda Food Co-op in Atlanta between diverse neighborhoods.
Jim S. also suggested finding a way to convert loans to class C shares to re-up equity.
Jim S. requested to see the market study and the NOFC business plan with financials, and had many more questions. He advised the NOFC to contact NCDF when we have 35% of our funding from other sources secure. The board decided that it was too early to provide Jim S. with such sensitive information about the NOFC at this time.
Jim S. got information about the NOFC from John Russo, the GM of the Ever’man Natural Foods Co-op in Pensacola, FL. Michael S. will write a thank-you note to John for making the connection.
6. The Board of Directors entered into executive session to discuss lease negotiations with the HealingCenter.
7. New Orleans Healing Center (NOHC) Salon Meetings.
The NOHC would like more than one member of the Food Co-op to be present at Salon meetings in the future, if possible. The next Salon meeting will be held at the Healing Center on Sunday, May 24 at 6pm. The meeting will discuss the relationship of the silos in the HealingCenter to each other. Michael S. will attend and Amy L. will attend if possible.
8. Treasurer Update.
Sarrah S., Treasurer of the NOFC BoD, gave an update. The NOFC is getting bank statements for its accounts. Yasmin B., the NOFC Project Assistanct, will begin reconciling these accounts. This will be used for the quarterly updates that we send to the Food Co-op 500. Yasmin will begin sending these updates.
9. W. K. Kellogg Foundation Exploratory Meeting.
The Kellogg Foundation contacted the NOFC to participate in an exploratory meeting about increasing access to healthy food for children in New Orleans. The meeting will be held on Friday, May 15. They are requesting some informational documents to be provided to the group. Michael S. suggested distributing brochures and a 2-page business description based on the Executive Summary of the business plan, without financial details. There was consensus that these were appropriate. John C. and Michael S. will attend as NOFC representatives.
10. NOFC Bylaws.
The NOFC bylaws need to be revisited to reflect our new incorporation status and the new realities of our organization. Amy L. and John C. will review them to think about suggestions of changes to be made.
11. New Appointees to NOFC Board of Directors
The board explained the democratic decision making process of the NOFC board, and the process of appointing new board members according to the NOFC by-laws, which allows the board to appoint new board members in case of an absence on the board.
John Calhoun made a motion to appoint Scott Galante to the NOFC Board of Directors. Motion approved unanimously.
John Calhoun made a motion to appoint Amy Lesen to the NOFC Board of Directors. Motion approved unanimously.
It was suggested that soon the Board should get together in an informal way over dinner to share our personal philosophies and vision surrounding the NOFC and the food system. This will allow for more cohesion on the Board and to get to know the new members better.
12. Exploratory Meeting with HOPE Credit Union.
Michael S. reached out to Gary Williams, the Senior VP of HOPE Credit Union, where the NOFC has a money market account, a certificate of deposit, and a savings account. Gary requested that the NOFC set up a time to meet with them about the project. The Board expressed their support for exploring HOPE as a potential source of loan money for the project, as they are also a Cooperative business, are a mission driven organization, and have a dedication to serving the community. Michael S. will follow up to schedule a meeting with Gary W. at HOPE.
13. The Food Policy Advisory Committee Meeting.
There will be no FPAC meetings until ORDA releases its RFQ for a CDFI for the Fresh Food Retail Initiative.
14. The next meeting of the NOFC Board of Directors is scheduled for June 1, 2009, from 6:30 to 8pm, inNew Orleans, LA, 70119.
In attendance: John Calhoun, Amanda Zug-Moore, Michael Smith, Sarah Schoenewald, Mimi Dimassa. Meeting called to order at 6:41pm at 621 N. Rendon, NOLA, 70119.
1. March 11, 2009 BoD meeting minutes approved.
2. Amanda Zug-Moore announced that she will be moving back to New York on May 1, 2009, and will therefore be resigning from the Board of Directors. The Board voted unanimously to install John Calhoun as the interim chair of the Board until a new chair is voted upon.
3. Picking a side in the HealingCenter.
The HealingCenter would like the board to choose between two possible configurations within the HealingCenter as soon as we can. There are pros and cons of each side. One is that it is easy to miss the turn on St. Roch from St. Claude, and if one does so they have to drive a few more blocks out of the way because the next few streets are one-way.
Question: Will there be another cut from the street to the parking lot on the St. Roch side?
The board agrees that the most important things are that the door needs to be seen from the street, and the NOFC signs should be large and numerous.
PJ Hoffman agreed that there are issues with having more than one door to the grocery store. It will add labor, security and cash register costs, as well as sacrifice floor space.
The board agreed that the HealingCenter should be responsible for raising the money for the co-op’s build-out as well as provide space for an access corridor in the building. As the NOFC is making compromise about space and location, so should the HealingCenter work with us to compromise to make the project work.
The board agreed in principal to hire PJ Hoffman when the time comes to draw up the layout of the store.
The board took a tentative vote and the board members unanimously agreed to tentatively support locating on the Spain side.
John and Mimi offered the following slogan: “Don’t complain, turn right on Spain!”
The board will seek the right to expand within the HealingCenter at first option.
4. Source for store build-out cost.
John Calhoun (NOFC), Julian Mutter (NOFC), Bill Gessner (Coop Dev. Services), Pres K. (NOHC) and Dave Malthrop (NOHC) participated in a conference call to discuss the “landlord contribution” in the NOFC projected sources and uses and how that relates to the store build-out.
Current fundraising leaves the NOFC a few 100K short of the funds needed to open. That money is the money we will need to build-out the store from a white box.
The HC recognizes the sources and uses budget of the NOFC to be reasonable, and wants to work together with us to figure out the gap. The NOFC is asking the HC to be responsible for the tenant improvement, and of course the NOFC will help out in any way possible. This could be structured in a number of ways, including through loans or rent deduction.
Since the NOFC is an anchor tenant of the HC, it is considered reasonable and customary for the landlord to assist in the build-out of the store.
Additionally, if the NOHC uses its own contractor to build-out the store in tandem with the entire NOHC construction, time and money will be potentially saved.
5.Taxes and Banking.
Sarrah S. is currently formulating a formal process for financial accounting.
The NOFC needs to update its accounting and financial papers, as some former board members need to be removed. This includes cleaning up the names on the Capital One account (checking), the Paypal account, and the Hope Credit Union account (savings). Three names should be on the accounts. Sarrah S. (Treasurer), John C. (President), and Mimi D. will be listed on the accounts. Sarrah S. made a motion to remove old names from accounts and add Sarrah S., John C., and Mimi D. Unanimously approved.
Sarrah is also setting the accounts up so that Yasmin will be able to reconcile them each month.
John will continue to deposit money when necessary.
Sarrah S. made a motion to seek a CPA from Goodwork Network to hire to help take care of NOFC taxes. Unanimously approved.
6. Healing Center Planning Retreat.
John Calhoun will be representing the NOFC at the HealingCenter retreat in Gulf Shores, AL, April 12-14. This is an organizational and planning retreat for the HealingCenter. The NOFC board agreed that there should be an NOFC member at all HealingCenter meetings if possible.
There may be multiple boards of the HealingCenter. There may be a separate board governing the physical property. The board will request the General Manager to be on this board. If there is only one NOHC board, the General Manager should be on it, and can report to the NOFC board.
The board asked John to request those working with the HealingCenter to join as members and help the Food Coop as they can. The board also asked John to reach out for potential board members as well.
7. Reincorporation.
The all-member meeting will be held on Wednesday, May 6 at 621 N. Rendon St. NOLA, 70119 at 6:30. The purpose of this meeting will be to formally merge the New Orleans Food Community and the New Orleans Food Co-op into a business corporation. This will allow the food coop to make patronage refunds, among other things.
John Calhoun will talk with Peter Koerber about the steps that need to be done in order to make the merger. Question: will proxy voting be allowed?
We will need to send all the members an old and a new copy of the articles of incorporation so that they will be informed.
8. Member Loan Committee.
The member loan committee has had a few conference calls and meetings. There are seven members of the committee, as well as Bill Gessner, the consultant. John C. is the committee coordinator. Cassandra S., John H., and John C., will be the callers. Janice will be the collector. Julian M. will work on large donors. The minimum loan amount will be set at $1000.
According to our model, about ten percent of the member loan campaign goal should come from the board of directors (and the core group). Our goal is $100,000 for phase one of the campaign. The first calls will be made on May 11, and the campaign will extend until mid-June.
There will be significant legal fees associated with the campaign. John C. and Peter Koerber are working with the cooperative lawyer.
9. Comparison Market Study:
Some of the members at the all-member meeting requested that the board hire the consultant that did our market study to conduct a comparison market study of the neighborhood nearby Broad and Bienville. This would cost around $5000.
10. Regular Attendance at HC Salon Meetings:
Board members agreed that the Food Co-op should be represented at regular Healing Center “Salon” meetings, by a board member or any other core member that is available to attend. John will be representing the NOFC at the Healing Center organizational retreat, which will take place in lieu of the next Salon Meeting.
11. Food Policy Advisory Committee (FPAC):
Michael will attend the next Food Policy Advisory Committee meeting as a representative of the New Orleans Food Co-op. The meeting will focus on draft recommendations to the New Orleans Master Planning committee.
12. The next meeting of the NOFC Board of Directors is tentatively scheduled for May 13, 2009, from 6:30 to 8pm, to be held at 623 N. Rendon.
In attendance: John Calhoun, Amanda Zug-Moore, Michael Smith. Meeting called to order at 6:31pm.
1. February 12, 2009 BoD meeting minutes approved.
2. The board voted on February 27, 2009, via email exchange to confirm the HealingCenter as the future location of the New Orleans Food Co-op storefront.
3.ORDA Meeting at Healing Center:
John Calhoun and Michael Smith met with Pres Kabacoff (NOHC), Jim Drury (NOHC), Thomas James Nash (ORDA), and Lavonne Wright (ORDA) at the HealingCenter on March 11.
John and Michael presented the ORDA representatives with the details about the project and with a general request for around $500,000 in public grant money and $79,000 in public loan money. Thomas James Nash explained the process for getting the FFRI money from ORDA. RFPs should be going out in a few months.
Pres requested more details on what the “landlord contribution” section of our budget was actually referring to. To respond, critical questions to be determined by the NOFC are:
How much is the HC building out for us?
Depending on this, how much additional funding will we need to build out the space to open?
Who do we need to bring together to figure out the answers to these questions?
What is the breakdown for the build-out costs?
Who can be our negotiator to work with the HealingCenter?
If the HealingCenter cannot put up $ to contribute then what are our other options?
The board will reach out to P.J. Joffman, Bill Gessner, Neal Hickson, and other qualified experts to determine the answers to these questions.
4. Peter Koerber legal services:
John has been working on drafting new by-laws that we will need when we reincorporate.
Reincorporation is a two-step process:
1)Incorporate as a business corporation
2)Hold an all-member meeting to vote on the reincorporation.
There are some issues regarding new by-laws that need to be decided:
Twenty percent of profits will return to member-owners in the form of patronage refunds, and the remaining eighty percent will be put into an account that belongs to the member-owners. That account can be spent to make up operating losses or expansion.
A process for returning member-owner equity needs to be adopted.
The co-op can buy out a member if they leave; need to create polity for that.
What will the co-op do with left over resources if the corporation is dissolved?
What is our member-owner refund policy? If none, need to create one.
As long as there is replacement capital, then a member-owner leaving should not put the co-operative into financial jeopardy.
One option is to have an administrative processing fee to keep if member-owners request their investment back. For example, at Park Slope Co-op, part of the initial joining includes a “joining fee” that one cannot get back. This could be complicated in our situation because we have already collected member-owner contributions without a joining fee.
The bylaw about member meeting quorums and methods of notice for member meetings should be revised.
The board will continue to investigate practices used by other co-ops. The board members will read over current by-laws and policies and make suggestions for changes.
5. Jim Randel’s member-owner refund:
John Calhoun made a motion “to refund member-owner Jim Randels’ membership contribution upon receipt of a signed written request for a refund by the Board.” Motion unanimously approved.
6. All Member Meeting, March 16, 2009:
The Board has called an all-member potluck for Monday, March 16, at 7pm to be held in lieu of the Action Team meeting at the Holy Angels Convent. The purpose of the meeting is to inform the membership about the decision to open in the HealingCenter. The Board is holding the meeting to elicit comments and encourage discussion of the location. Representatives of the HealingCenter, including Sally-Ann Glassman, Pres Kabacoff, Jim Drury and Rober Asistant will be present to answer questions about the HealingCenter.
The board created the Agenda for the meeting.
7. Member Loan Committee:
A member loan committee has been formed, with eight member-owners on the committee. The committee participated in a conference call with Bill Gessner on Monday, March 9. John Calhoun will act as the coordinator of the member-loan drive. There will be a member-loan committee meeting on March 23 and another conference call with Bill Gessner on April 2.
8. New Board Members:
The NOFC Board of Directors is actively seeking new members to serve on the Board, which will be announced at the all member meeting. Board members are going to make some personal calls to reach out to fill out leadership positions.
We should also enlist some student volunteers to help make a campus membership drive.
9. Food Policy Advisory Committee (FPAC):
Michael Smith represented the New Orleans Food Co-op at the Food Policy Advisory Committee (FPAC) meeting on March 10.Details were given on ORDA’s FFRI initiative, as well as progress on a state initiative.Michael offered that the Food Co-op’s member-owners could potentially write letters to legislators about financing the state program.The next meeting of the FPAC will be on Wednesday, April 15, 2009, regarding the NOLA Master Plan.
10. NOLA Community Food Charter:
On the recommendation of the Action Team, the NOFC Board of Directors voted unanimously to adopt the New Orleans Community Food Charter as an organization.
Meeting adjourned at 8:35pm. The next meeting of the NOFC Board of Directors will be held at 623 N. Rendon on Monday, April 06, 2009 at 6:30pm.
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.
These are the minutes of the 11/20/08 board meeting, as approved by the Board.
In attendance: John Calhoun, Amanda Zug-Moore, Sarrah Schoenewald, Anne Sobol, Christopher Brown, Michael Smith, and Erin Laine.
State Capital Outlay Discussion:
One of the members, Shana Hudson-Stowe, suggested we lobby the state legislature to receive funding from the state that we requested in the 2009 State Capital Outlay Application. Anne sent a link to the board so that we can view requests for the capital outlay. We were informed that we will need one person from the house and one person from the senate to sponsor us.
Shana has experience raising money for Jazz Fest from the state and Jazz Fest has specific members in the legislature that they have used.
Each board member will try to contact a legislator to get support for our funding request. This includes Anne Duplessis and Juan Lafonta.
The board also discussed sending an e-mail to our members to see if any of our members have lobbying experience or connections that could help us.
It was mentioned that Anne Duplessis is the chair of the Healthy Food Retail Study Group and is a good person to contact.
Incorporation issue:
Anne Sobol discussed the four options for incorporating, the pros and cons of each, and the advice from Peter Koerber and the Food Co-op 500.
Options:
1. Do Nothing
2. Send a letter to the Attorney General (need to find a legislator to do this)
3. Pursue changing the state statute regarding a cooperative incorporation in Louisiana
4. Reincorporate as a business corporation
Our board is leaning toward changing to a business corporation. This will allow us to give patronage refunds and call ourselves New Orleans Food Cooperative. This is what Food Co-op 500 recommends.
Our board will research this further before the next board meeting and will then make a final decision.
Discussion of the St. Roch Market:
The board discussed strategies for talking with those who are involved with making decisions about the future of the St. Roch Market. We are very interested in exploring the possibility of opening in the St. Roch Market and are on a timeline and want to be proactive and not wait for future community meetings.
Amanda Zug-Moore will try and contact Cynthia Sylvain-Lear who is one of the Mayor’s assistants.
Christopher Brown will try to contact Daphne Cola who works for ORDA.
John Calhoun will contact Ken Ferdinand who is the president of the French Market Corporation.
We discussed our Website and the RFP for a Web Designer.
Erin Laine informed us that it is easy to train people to make changes on our website the way it is. Two of our members gave feedback that the website is good enough as is and don’t favor further expenditure. Erin Laine will set up a meeting open to NOFC members to educate us on our website and discuss together what changes we want. This will help us gauge if we really need to hire someone to update our site. We will continue to receive proposals for a web designer as this doesn’t commit us to hiring someone.
The Board finalized the board retreat. The retreat will be held on Dec. 6 and 7, two hours on Saturday and 7 hours on Sunday. We are still looking for a space to hold the meeting.
Holly Grove Market:
Our board agrees that this looks like a good fit for our buying club. We support Puma discussing with Paul Baricos about the buying club moving its distribution location.
There was a motion to explore the Holly Grove Market as a location for our Buying Club. The motion passed.
Sarrah will look into the sales tax issue with our Buying Club.
John will contact Puma about finding help with the Buying Club so that it can grow.
Many people are joining the NOFC to use the Buying Club and our board wants to make it easier for new members to use the buying club. She realizes that a growing buying club necessitates more volunteer energy and organization and the board wants to help with this.
The board approved minutes from the 11/3/08 board meeting.
A motion to table the issue of the board e-mail list until the next board meeting.
The board will meet again at the Dec. 6-7 retreat.
NOFC Board of Directors Meeting Minutes, November 3, 2008
Present: Amanda Z., John C., Chris B., Victoria B., Sarah S., Michael S., Mimi D.
A. Board began meeting with informal discussion regarding the Good Earth Farm situation. Once late members arrived meeting began.
B. Board heard Victoria’s reasons for requesting a sabbatical from participation with all NOFC activities and email lists. She read a statement by Kirsten who is resigning from the Board.
a. Suggested the Board:
i. Adopt an official Grievance Procedure
ii. Tap the current talent in the coop, rather than focus on getting new members.
iii. Work out the salient transparency and communications issues.
iv. Figure out when to remove old Board Members from the Board email list, and make it an institutionalized process.
v. Finish the very important EDF Grant Application (DUE NOV 18!) and have a debriefing about the grant-writing process.
C. New positions
a. Michael elected as the new Board Secretary
b. John elected as the new Board Vice-Secretary
D. Board Retreat Discussion
a. Board retreat will be held December 6 and 7: Two hours on December 6 in the evening and 7 hours on December 7.
b. Need to find a location for the Board Retreat.
c. Can house facilitator at Sarah’s or Michael’s house, depending on location of retreat.
E. Returned to Discussion of Good Earth Farm issue. Main issues are total lack of communication and distribution of the insurance payment on lost crop.
a. Chris volunteered to make contact with Budd to meet with Tim the farmer.
b. Would be good to work out issue between all concerned parties without litigation.
F. Return of Member Investment
a. One member who is only partially paid requested a refund.
b. Board previously voted not to give refunds to paid members.
c. Board voted unanimously to refund the woman’s money on the grounds that she is not a fully paid member.
G. EDF Grant is due November 18. Needs final revision.
H. Hiring a part-time NOFC Coordinator and website manager
a. Coordinator
i. Amanda Z. will write a job description for the part-time coordinator position.
ii. Coop members should be given preference
b. Web manager
i. Chris B. will write a bid for the job.
ii. Job includes remaking the website as well as managing it.
I. National Cooperatives Association’s meeting in New Orleans
a. Last week of January, 2009.
b. They request our involvement however we can help.
c. Jonathan Russo of the Everman Coop in Pensacola is the organizer.
d. Board expresses interest in being as involved as possible with the event.
J. Incorporation Issue
a. NOFC lawyer Peter Korber suggested we request an opinion about our incorporation status with the Attorney General of Louisiana, in order to pre-empt a problem.
b. If there is an issue, legislation may need to be prepared.
K. Potential Agenda items for next meeting
a. Incorporation Status Issue
b. Good Earth Farms Issue
c. Communications / Transparency Issue
d. Board Retreat
e. Nat’l Coop Association event
L. Next meeting to be held Thursday Nov. 20, 6-8pm at LHA in Midcity.
