Board of Directors Meeting - 20 October 2011

PRESENT: John Eichholz, Dan Gillotte, Jane Harter, Deirdrie Lang, Ben Nauman, and Doug Walter ABSENT: Travis Hance

STAFF: Dan Nordley, Keri Poeppe and Heewon Lee

A. MEETING PRELIMINARIES

1) The meeting was called to order at 11:06 p.m. (Central) by Dan Gillotte

2) The agenda was approved

3) Minutes for the meeting of 30 September were approved:

M/S: Doug/John: approved the minutes

Passed

B. PRESIDENT’S REPORT

Dan G. said he and others had felt “out of sorts” and “unsure” during the management transition.  He recognized that this is normal when organizations are undergoing change.  Dan expressed a sense of “ennui” which he attributes to the fact that the June planning session had to focus on dealing with Bella’s departure instead of visioning and strategizing for CGIN.  Other board member concurred with Dan G’s assessment, noting that there have been bumps in the road for the board, but the membership has not experienced any problems.  Also stated that this was not meant to be critical of Triangle Park but more of a recognition of transition. Dan N. acknowledged the issues and stated his commitment to CGIN’s board and mission.

Board members expect January strategic planning session will refocus and re-energize the board.

C. OPERATIONS REPORT

Operations report. The board reviewed the operations report briefly and asked the report to be sent out to them earlier. They also then asked specific questions:

•  Board Listserve Steering Committee: This is an effort to determine the best way to support the board listserve and offer high value to its participants.  The committee will identify what they want and the CGIN board can react to this list.

Ben asked that future operations report follow the format that Bella used and clearly tie activity to a board defined objective.  The operations report should include sections dedicated to financial s and website usage.

•  Financials: Dan N. reported that CGIN has a healthy cash reserve and low expenses.  The organization is moving into the membership renewal timeframe.  Annual income and expenses have been consistent across the past several years. The board needs to determine how much cash should be kept in reserve for operations versus special project spending as well as formulate a strategic plan that link the two. This should be a topic of discussion in January.  Dan N. reported that he expects CGIN to end the year with a $20,000 loss. He asked the board to consider ways of being revenue positive.

Site statistics and usage: Site usage remains consistent, too.  The site receives 3000-3500 hits per month, and it has a low bounce rate. Users spend an average of four minutes on the site.

There was a request for more analytics and more in-depth analysis. Also finances and analytics should be a subhead for the agenda in all operations reports from now on.

D. CGIN Membership proposal

A number of strategies could be employed for certifying that an applicant is indeed a fledgling co-operative and not competitor to the community.  NCBA and NCGA membership may be financially out of reach for emerging co-ops.  Board wants to examine relationship with NCBA and if co-ops in start-up phase receive enough helpful services from NCBA.

Dan is investigating working with the Food Co-op Initiative.  Jane mentioned the (dot)co-op registry has a validation process that may be helpful.  Another possibility is requiring that fledgling co-operatives enlist an existing CGIN member as a sponsor. CGIN’s membership standards need to be transparent and aligned with membership policies and bylaws. To the extent that CGIN takes on the process of validating members, it is likely to extend the amount of time required for application processing.

The board also needs to define how it will support both established and emerging co-operatives.  The “How to Start a Food Co-op” manual is the most popular document on the website, but there isn’t a clear sense of what new co-ops need from CGIN.

The board did not take action on a formal proposal. Dan G. asked that board members forward additional feedback to Dan N.  This topic and the specific language of membership policy and by-laws are on the agenda of the strategic planning session.

E. Co-operative Grocer proposal

First, a clarification at CGIN is a 501(c)6. NCGA may be interested in transferring ownership of Co-operative Grocer to CGIN.  Dan N. reported that NCGA receives $7000-8000 annually from licensing the publishing rights to Triangle Park Creative.  The CGIN board is interested and asked Dan N. for an analysis of the financial picture and a proposal for assuming Co-operative Grocer from NCGA.  The board will review the proposal at the November meeting and potentially forward the proposal to NCGA before the end of the year.

F. Strategic planning meeting

Dan G. asked the board for idea topics for the strategic planning meeting.  Suggestions included: long term capital policies, membership vetting process, how to build CGIN’s value to members, reviewing CGIN’s place in the ecosystem, Cooperative Grocer discussion, management structure and transition discussion, and technology opportunities.  A strategic planning committee will review the agenda from the June planning meeting and develop the agenda for January. Basecamp was brought up as a potential to use. Based upon the agenda, the committee will make a recommendation regarding Stuart Reid’s participation in the session.

Dan N. noted that the cost of the strategic planning weekend is expected to run $10,000, as this amount includes travel expenses for board and staff.  Doug made a motion in favor of the expenditure, and Ben seconded the motion.  While considering the motion, Board members noted that it is not fair to ask their stores to cover these costs, that the group needs to meet face to face with members and management, and that the June meeting was used to deal with management transition questions instead of strategic planning.    

The motion passed unanimously.

The strategic planning meeting will be held in Austin on January 12 and 13.  Board members should plan to arrive in Austin on Wednesday, January 11. 

G. List-Serve Guidelines & Termination

Dan G. noted that all feedback regarding the recent listserve termination had been positive and that any questions raised on the listserve were addressed.  Dan G. asked Dan N. to provide a proposal of guidelines for listserve participation including best practices, uses of headers and footers, co-op identification in the signature, etc.  Dan N. suggest that perhaps the footer can have a link to a more robust description of guidelines, too. Doug offered to assist with this proposal.

Jane suggested that board members forward Dan N. any feedback that they received.

H. Other

Dan N. asked the board to consider bringing Triangle Park Creative’s compensation up to NCGA’s level.  No action was taken, but it will be considered at the November meeting.

Doug asked that strategic planning committee members plan a meeting.

The meeting was adjourned at 12:14 PM.