Board of Directors Meeting - 15 December 2011

PRESENT: Jane Harter, Deirdrie Lang, Ben Nauman, Travis Hance, and Doug Walter

ABSENT: John Eichholz and Dan Gillotte

STAFF: Dan Nordley, Keri Poeppe and Heewon Lee

A. MEETING PRELIMINARIES

1) The meeting was called to order at 11:03 a.m. (Central) by Doug Walter

2) The agenda was approved

3) Minutes for the meeting of 17 November were approved with the following change (original text struck, new text in italics):

Listserves Outage: Dan reviewed the problems with the listserves as described in the Operations report.  The problem appears to be resolved and Dan N., Paul Navarre, and Heewon are regularly sending test messages to confirm that email is flowing.  Dan N. told Paul Navarre to stop working on the project that the discussion board project that was being worked on by Web Geeks was suspended, and Dan recommends that the board postpone any further changes to the listserve tools until after the Strategic Planning meeting.  It was noted that the website is not on the list of discussion items for the Strategic Planning meeting.

M/S: Jane/Deirdrie: approved the minutes

Passed

B. OPERATIONS REPORT

Operations report. The board reviewed the operations report briefly and asked specific questions:

Financials: Jane said she had difficulty following the narrative overview of CGIN’s financial history. Doug noted that the profit and loss and balance sheet reports provide accurate numbers, and that narrative financial overview was sent to the board because the strategic planning committee had reviewed the document earlier this month. This information will be helpful during the strategic planning retreat and might be useful to review at the midpoint and end of the fiscal year. Dan asked Jane to share a good example of how she would like to see this information in the future.

Site statistics and usage: Jane noted that no one was invoiced for a priced item during the time period. Dan N said that while the discussion guides and toolboxes are popular, there are resource items on the site that are rarely purchased. Doug said he doubted that CGIN invoiced more than $100 annually for these items.

Miscellaneous: Dan stated that Triangle Park Creative’s compensation for managing CGIN is less than what was paid to NCGA. Dan foresees putting this in front of the board in the future.

C. Cooperative Grocer proposal

Doug opened the floor to discussion of transferring Cooperative Grocer fro NCGA to CGIN. The board was not discussing a formal motion, although conversation started from language in the document Coop Grocer proposal-background.pdf:

“Petition NCGA to joyfully transfer the assets of Cooperative Grocer to CGIN and fold in the operation of Cooperative Grocer into CGIN.

CGIN would receive all revenues and costs, and we would fold an additional management fee into the contract‐‐probably around $3,000 per month.”

Doug noted that combining the archives of both Cooperative Grocer and CGIN would create a very rich and accessible website tool for members. Doug asked about selling sponsorships for the magazine. Dan said he had not pursued sponsorships because he didn’t feel comfortable with the profits from such sponsorships going to Triangle Park Creative, which is an S Corporation. While he doesn’t have specific plans to increase sponsorships, Dan said he could be more aggressive knowing that the revenues of such efforts were going toward CGIN. Dan would prefer to run the Cooperative Grocer and CGIN administration as a flat fee for service instead of taking the net revenue from this work. Under this model, the CGIN board could also help cultivate sponsors for the magazine and organization.

Jane asked about NCGA’s involvement with Cooperative Grocer.  Dan said he does all of the bookkeeping and reporting. NCGA provides two staff: Kelly and Jean. Kelly serves as the NCGA contact, and Jean helps facilitate Steering Committee meetings, which happened twice in the past year.  NCGA pays for the domain name and did the legal work to trademark Cooperative Grocer.

Jane clarified that the CGIN board is deciding whether or not to ask NCGA to give Cooperative Grocer to CGIN. The board members agreed that this is their next step.

Ben asked about the proposal requirements set by NCGA. Dan said NCGA requested succession plans for the editorial board and for Triangle Park Creative/Dave Gutknech. Dan said he sees transferring the magazine to CGIN as the most important step in a succession plan.

Jane asked about the added work for the CGIN board and its impact on members. Doug said the CGIN board needs to replicate the editorial and financial oversight provided by NCGA. Dan N. said Dave Gutknecht cultivates a stable of writers and contributors.

Ben said he wants to make sure that CGIN and Triangle Park Creative have diligently fulfilled the succession requirements before formally petitioning NCGA for Cooperative Grocer. Dan N. and Dan G. need to talk to Robynn Shrader about her specific expectations for this plan.

Doug moved that Dan G. and Dan N. contact Robynn Shrader to petition NCGA to joyfully transfer the assets of Cooperative Grocer to CGIN and fold in the operation of Cooperative Grocer into CGIN based on formulating a proposal that meets Robynn and NCGA’s needs.

Ben seconded the motion.

All voted in favor of the motion.

D. Strategic planning meeting

Ben said an executive session would be scheduled during the retreat. This time will be used to discuss the current contract with Triangle Park Creative and the long-term management direction of CGIN. Ben is coordinating this meeting. Ben is also coordinating the FCI and CBLD presentations to be held prior to the retreat.

Doug solicited feedback on the materials presented by Bill Gessner. The board reviewed the agenda and discussion items. Doug noted that board members need to do a fair amount of preparation for the strategic planning sessions. All members said they were fine with the work.

E. Close the Meeting

Ben and Doug will work the Bill Gessner and Dan N. on the strategic planning session agenda and logistics.

Dan N. and Dan G. will contact Robin at NCGA regarding Cooperative Grocer proposal and what she needs for her and her board’s satisfaction.

Redesigning the financial summary report and a member survey were tabled.

Jane motioned to adjourn the meeting; Doug seconded the motion. The meeting adjourned at 12:02 PM Central.