DRAFT MINUTES August 24, 2016

Hanover Consumer Cooperative Society Inc. 81st Board of Directors

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DRAFT MINUTES August 24, 2016

Present: Kevin Birdsey, Elizabeth Blum, Sarah Blum, Harrison Drinkwater, Dana Grossman, Ed Howes, Kay Litten, Anthony Roisman

Absent: Michael Bettmann, William Craig, Brett Tofel, Victoria Fullerton

Staff: Terry Appleby, Paul Guidone, Lori Hildbrand

Guests: Ed Fox

Members: Anonymous member

Tony called the meeting to order at 6:02 p.m. in Hanover store Board Room, Hanover, NH

MOTION: Ed moved to make an exception and allow 3 members (William Craig, Brett Tofel, and Victoria Fullerton) to call in as previously arranged.

Liz seconded the motion.

AMMENDMENT: Harrison moved to allow participation by phone but votes by those participants be counted as abstentions

Dana seconded the motion

VOTED: 4 in favor, 4 opposed, 0 abstained, 4 absent. The amendment failed.

DISCUSSION: Some Board members felt the issue of participation by phone was only allowed in rare cases such as the June special meeting. Others said that it is common practice in other organizations to allow call-in participation, so should be allowed by the Co-op board.

VOTED: 4 in favor, 4 opposed, 0 abstained, 4 absent. The motion failed.

Consent Agenda: July 27, 2016 Meeting Minutes, and July 2016 Share Redemption Request

MOTION: Kevin moved to accept the July 27, 2015 Meeting Minutes as presented.

Ed seconded the motion.

VOTED: 8 in favor, 0 opposed, 0 abstained, 4 absent. The motion passed.

MOTION: Dana moved to approve the August 2016 Share Redemption Request

Harrison seconded the motion.


General Manager Update (Terry)

The Commissary will become the primary production facility for prepared food, and both staff and equipment will be transferred to that location. Currently, there are 5 production facilities, but after the transfer, the stores will finish the food and focus on customer service. The creation of the budget for the Commissary is underway, with initial research into the efficiency and budgets of other Co-ops with commissaries. The Director of the Commissary will be located on site so all stores feel equally served. Expanding the commissary would also help the Community Market reach its expected sales of prepared foods.


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There will be a conference call on Monday, Aug 29th, with attorneys and auditors regarding the New Hampshire regulation of the Co-op’s B shares. This issue affects all NH Co-ops, and an update should be available soon.

A question was asked about the trend towards food kits like Blue Apron and other competitors. The Co-op’s expanded commissary might offer the same service – with less packaging – but thorough research is required.

Amanda Charland, the Director of Member Services and Outreach will be on maternity leave, but a comprehensive plan for her absence is in place and things should run smoothly.

Author Gerstenberger, former General Manager of the Co-op, passed away on August 15. Terry reflected on Arthur’s unique contribution to the Co-op. He served the Hanover Co-op for 39 years with distinction, and was an icon to people who worked here and whom he served. He, his uncle, and his aunt made the organization what it is today.

MOTION: Dana moved to have a moment of silence in honor of Arthur’s enduring legacy to the Co-op and to direct the Secretary to convey the Board’s gratitude to Arthur’s family.

Harrison seconded the motion.


Member Comments

None

Policy Monitoring

EL 3 Asset Protect ion

MOTION: Kay moved to accept the EL 3 monitoring report as in compliance as Terry has written it.

Dana seconded the motion.

DISCUSSION: Shrinkage (what is lost inventory due to spoilage, theft, or operational issues) in 2015 was figured at 2.2% which is on the low-end of supermarket estimates, though Terry is less comfortable with the results from FMI since the statistics are self-reported by store executives.

Since the departure of Operations Director Tony White, Bruce Follett has acted as interim director in addition to his duties as Director of Merchandising. Instead of filling the position, Terry decided to let the new GM determine his staffing. Ed Fox and Terry will address this in September.


Updates

Board Budget Committee

MOTION: Dana moved that Paul put a “place holder” of $140,000 in the budget for projects assigned to the board in 2017

Kay seconded the motion.

DISCUSSION: Co-op policy requires a board budget will be “in the range” of 0.01% to 0.02% of total revenue. If total revenue is figured at $70 million the “bookends” for the board budget are $70,000 - $140,000. So far, actual expenses are significantly lower since the GM Search cost was much less than projected, but the board will need to plan for a Board retreat, attendance at the national CCMA conference, election expense, and other related costs of Board activities.


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Paul suggested that the upcoming Board retreat could be a good place to plan for priorities, then assign line items in the board budget


Retreat Committee

MOTION: Harrison to accept the Charter of the board retreat planning committee. (See Appendix for Charter and committee proposal)

Kay seconded the motion.

DISCUSSION: The first priority is to find a date open for everyone so that full attendance is achieved. Attendance of some of the management is desired as well.

The second priority is to determine the overall focus of the retreat; members felt bullet item #1 was the most important: “What is the role and purpose of board members: can the Board agree on its shared purpose.”

The role of the retreat facilitator was discussed with attention given to whether to retain the services of Cooperative Development Services who are contracted to provide planning assistance. Good “chemistry” and a good understanding of group dynamics are essential for a successful retreat no matter who is hired.

MOTION: Tony proposed that bullet #1 of Retreat Charter be the primary focus of the retreat. Liz seconded the motion.

The role and purpose of board members: can the Board agree on its shared purpose? What do we need to know, what do we need to ask to help lead the Co-op?

FRIENDLY AMMENDMENT: Harrison proposes to include Strategic & Budget topics if needed

One member pointed out that if the retreat focused only on this question, the board will have abdicated its primary purpose of long-range planning. Terry mentioned that past successful retreats have also concentrated on how the Co-op achieves its “ends” of providing the greater good of our members and community.

The option of having two retreats to consider both topics was met with enthusiasm.


MOTION: Tony proposed that there be a Part B, second retreat, that will be the “Dream Session” and the GM will decide who from management will be in attendance with the board. Format and location be decided at latter time. Ed seconded the motion.

DISCUSSION: the CDS contract, management attendance, and upcoming dates were discussed with weekends in November for the first session and in February 2017 for the second session, as the likely dates


Board Administrator Committee

MOTION: Harrison moved to approve Board Administrator’s Job Description and Criteria as described in Appendix B page 37 in the packet (see Appendix)

Sarah seconded the motion.


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DISCUSSION: Victoria, Dana, and Harrison met and made an addition to the previous job description - that the board’s needs take precedence in the allocation of the individual’s time. The board agreed with the job description and the criteria. The process will be as follows: HR maintains the job posting, and gives input on the applicants. The president and committee members will winnow the applications and set up interviews as soon as possible. Two or three finalists will then be presented to the entire board as soon as possible.


Ad Hoc Nominating and Electing Committee

Postponed to next meeting due to absence of two committee members.

Web Update

Postposed to next meeting due to absence of Victoria.

Additions to the Agenda

(Committees to propose Bylaws amendments and to review the Policy Governance manual need to be constituted.)

An ad hoc committee was suggested to plan an “event” honoring Terry’s 24 years of service.

By-Laws Review committee: Tony will chair the committee, but work will not commence now.

Policy Review Committee: the committee will form after the Board retreat(s)

Listening sessions with Staff: Tony reported on his listening sessions with the staff at all of the stores except Lyme, and the commissary.

Action Items:

1. The Retreat Committee will put together two plans: one w/CDS involvement and one without, and look at the two retreats – “parts A & B.” Also, suggestions for resource people to come and facilitate if CDS is not used, are invited.

2. Event planning for GMs.

3. A listening tour for more members of the board will be planned.

Adjourn

MOTION: Liz moved to adjourn the meeting at: 9:00 p.m.

Ed seconded the motion.


Monitoring Reports - September

EL 7 Communication/ Counsel to Board

BGM 2 Accountability of GM

BGM 3 Delegation to GM


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Respectfully submitted,

Lesley Hatch Harrison Drinkwater

Interim Board Administrator Board Secretary


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APPENDIX A

Budget Working Documents – Handed out at the meeting. (pdf Format)

*As of prior EOM

Account Description Budget Line Number Budget Actuals Variance

Board of Directors Expense 7000-958-90-097 -$ 0%

Contributions G&A Board of Directors 7000-175-90-097 -$ 0%

Direct Benefits G&A Board of Directors 7000-122-90-097 4,104.96$ 0%

Direct Wages G&A Board of Directors 7000-121-90-097 40,307.00$ 14,539.56$ -64%

Dues-Board 7000-132-90-097 -$ 0%

Education & Training 7000-999-90-097 -$ 0%

Employee Education G&A Board of Directors 7000-134-90-097 -$ 0%

Employee Relations G&A Board of Directors 7000-188-90-097 -$ 0%

Equipment Other G&A Board of Directors 7000-144-90-097 -$ 0%

In House Printing G&A Board of Directors 7000-177-90-097 458.00$ -$ -100%

Indirect Benefits G&A Board of Directors 7000-124-90-097 -$ 0%

Indirect Wages G&A Board of Directors 7000-123-90-097 -$ 0%

Insurance G&A Board of Directors 7000-190-90-097 8,000.00$ 3,092.50$ -61%

Meetings & Seminars G&A Board of Directors 7000-196-90-097 6,560.00$ 3,834.60$ -42%

Membership Meeting G&A Board of Directors 7000-169-90-097 2,500.00$ 1,167.57$ -53%

Office Supplies G&A Board of Directors 7000-136-90-097 200.78$ 0%

Printing G&A Board of Directors 7000-176-90-097 22,000.00$ 35.00$ -100%

Professional Fees G&A Board of Directors 7000-200-90-097 91,500.00$ 29,210.49$ -68%

Subscriptions - Board of Directors 7000-133-90-097 -$ 0%

Surveys & Marketing G&A Board of Directors 7000-173-90-097 2,092.00$ 204.00$ -90%

Technical Maintenance Contracts G&A Board of Direc 7000-149-90-097 6,325.00$ -$ -100%

Toner G&A Board of Directors 7000-137-90-097 (49.60)$ 0%

Travel & Entertainment - Vehicle G&A Board of Dire 7000-166-90-097 891.66$ 0%

Travel & Entertainment G&A Board of Directors 7000-165-90-097 10,633.00$ 4,165.24$ -61%

190,375$ 61,396.76$ -68%

Account Description Budget Line Number 2015 Budget Actual Diff 2016 Budget Actual/Budg % Diff

Board of Directors Expense 7000-958-90-097 4,500.00$ -98% -$ -100% ?

Contributions G&A Board of Directors 7000-175-90-097 2,650.00$ -79% -$ -100%

Direct Benefits G&A Board of Directors 7000-122-90-097 -$ 0% -$ 0%

Direct Wages G&A Board of Directors 7000-121-90-097 39,427.00$ -25% 40,307.00$ 2%

Dues-Board 7000-132-90-097 0% -$ 0%

Education & Training 7000-999-90-097 1,000.00$ -83% -$ -100% ?

Employee Education G&A Board of Directors 7000-134-90-097 0% -$ 0%

Employee Relations G&A Board of Directors 7000-188-90-097 0% -$ 0%

Equipment Other G&A Board of Directors 7000-144-90-097 0% -$ 0%

In House Printing G&A Board of Directors 7000-177-90-097 1,000.00$ -67% 458.00$ -54% ?

Indirect Benefits G&A Board of Directors 7000-124-90-097 0% -$ 0%

Indirect Wages G&A Board of Directors 7000-123-90-097 0% -$ 0%

Insurance G&A Board of Directors 7000-190-90-097 7,500.00$ 15% 8,000.00$ 7%

Meetings & Seminars G&A Board of Directors 7000-196-90-097 4,750.00$ -3% 6,560.00$ 38%

Membership Meeting G&A Board of Directors 7000-169-90-097 2,000.00$ 13% 2,500.00$ 25%

Office Supplies G&A Board of Directors 7000-136-90-097 1,000.00$ -17% -$ -100% ?

Printing G&A Board of Directors 7000-176-90-097 17,000.00$ -37% 22,000.00$ 29%

Professional Fees G&A Board of Directors 7000-200-90-097 6,500.00$ 345% 91,500.00$ 1308% * GM Search

Subscriptions - Board of Directors 7000-133-90-097 0% -$ 0%

Surveys & Marketing G&A Board of Directors 7000-173-90-097 0% 2,092.00$ 0%

Technical Maintenance Contracts G&A Board of Direc 7000-149-90-097 2,000.00$ -100% 6,325.00$ 216% ?

Toner G&A Board of Directors 7000-137-90-097 0% -$ 0%

Travel & Entertainment - Vehicle G&A Board of Dire 7000-166-90-097 0% -$ 0%

Travel & Entertainment G&A Board of Directors 7000-165-90-097 11,500.00$ 18% 10,633.00$ -8%

100,827$ 12% 190,375$ 89%

2016 Actuals

Budget Details

YTD June 2016

Account Description *As of prior EOM 2016 total 2016 Budget

Board of Directors Expense 7000-958-90-097 -$ -$

Contributions G&A Board of Directors 7000-175-90-097 -$ -$

Direct Benefits G&A Board of Directors 7000-122-90-097 4,105$ -$ *included w/wages?

Direct Wages G&A Board of Directors 7000-121-90-097 14,540$ 40,307.00$

Education & Training 7000-999-90-097 -$ -$

Employee Education G&A Board of Directors 7000-134-90-097 -$ -$

Technical Maintenance Contracts G&A Board of Direc 7000-149-90-097 -$ 6,325.00$

In House Printing G&A Board of Directors 7000-177-90-097 -$ 458.00$

Insurance G&A Board of Directors 7000-190-90-097 3,093$ 8,000.00$

Meetings & Seminars G&A Board of Directors 7000-196-90-097 3,835$ 6,560.00$

Membership Meeting G&A Board of Directors 7000-169-90-097 1,168$ 2,500.00$

Office Supplies G&A Board of Directors 7000-136-90-097 201$ -$

Printing G&A Board of Directors 7000-176-90-097 35$ 22,000.00$

Professional Fees G&A Board of Directors 7000-200-90-097 29,210$ 91,500.00$ $54,210.49

Subscriptions - Board of Directors 7000-133-90-097 -$ -$ *after fee

Surveys & Marketing G&A Board of Directors 7000-173-90-097 204$ 2,092.00$

Toner G&A Board of Directors 7000-137-90-097 (50)$ -$

Travel & Entertainment - Vehicle G&A Board of Dire 7000-166-90-097 892$ -$

Travel & Entertainment G&A Board of Directors 7000-165-90-097 4,165$ 10,633.00$

Total: 61,397$ 190,375.00$

Originating Master Name - Specific Payees (not incl.

Board & Emp) *As of prior EOM 2016 total

ALL SERVICE OFFICE MACHINES In House Printing G&A Board of Directors -$

ANNIS & ZELLERS, PLLC Professional Fees G&A Board of Directors 8,554$

CCMA Conference Travel & Entertainment G&A Board of Directors -$

CCMA - Coop Conference Meetings & Seminars G&A Board of Directors 3,525$

CDS CONSULTING CO-OP Professional Fees G&A Board of Directors 6,063$

COOPERATIVE GROCER NETWORK Subscriptions - Board of Directors -$

D&O insurance Insurance G&A Board of Directors 3,093$

EUGENIA F BRAASCH Membership Meeting G&A Board of Directors 368$

Lesley Hatch Food for Board Meeting -$

GALLAGHER, CALLAHAN & GARTRELL Professional Fees G&A Board of Directors 675$

Gm Manager Search Professional Fees G&A Board of Directors 3,881$

GRAFTON COUNTY SENIOR CITIZEN'S COUNCIL Contributions G&A Board of Directors -$

HANOVER PARKS & RECREATION DEPARTMENT Membership Meeting G&A Board of Directors 800$

MAGEE OFFICE PLUS Office Supplies G&A Board of Directors 151$

MCLANE MIDDLETON Professional Fees G&A Board of Directors 1,855$

R.C. BRAYSHAW & CO. INC. Printing G&A Board of Directors -$

Rooms CCMA Travel & Entertainment G&A Board of Directors -$

Survey Monkey Surveys & Marketing G&A Board of Directors 204$

Misc Travel & Entertainment G&A Board of Directors 71$

GALLAGHER, FLYNN & COMPANY LLP Travel & Entertainment G&A Board of Directors 7,500$ (+$25K in Sept)

JONATHAN D STEARNS Travel & Entertainment G&A Board of Directors 730$

JAMES MCARDLE Travel & Entertainment G&A Board of Directors 669$

TIMOTHY F GALLAGHER Travel & Entertainment G&A Board of Directors 601$

GNOMON COPY Printing G&A Board of Directors 35$

SCOT DESTASIO Travel & Entertainment - Vehicle G&A Board of Dire 892$

WINN AND PARSHLEY LLC Travel & Entertainment G&A Board of Directors -$

Total: 39,667$ (+$25K in Sept)

2015

Account Description 2015 total % over/under budget

Board of Directors Expense 80.00$ -98%

Contributions G&A Board of Directors 550.00$ -79%

Direct Benefits G&A Board of Directors 8,622.93$ 0%

Direct Wages G&A Board of Directors 29,667.56$ -25%

Education & Training 173.95$ -83%

Employee Education G&A Board of Directors 1,618.84$ 0%

Equipment Other G&A Board of Directors 2,010.00$ 0%

In House Printing G&A Board of Directors 329.17$ -67%

Insurance G&A Board of Directors 8,659.00$ 15%

Meetings & Seminars G&A Board of Directors 4,595.91$ -3%

Membership Meeting G&A Board of Directors 2,257.50$ 13%

Office Supplies G&A Board of Directors 826.72$ -17%

Printing G&A Board of Directors 10,718.33$ -37%

Professional Fees G&A Board of Directors 28,910.98$ 345%

Subscriptions - Board of Directors 300.00$ 0%

Surveys & Marketing G&A Board of Directors 204.00$ 0%

Toner G&A Board of Directors 45.01$ 0%

Travel & Entertainment - Vehicle G&A Board of Dire 178.25$ 0%

Travel & Entertainment G&A Board of Directors 13,554.40$ 18%

113,302.55$ 12%

Originating Master Name 2015 total

ALL SERVICE OFFICE MACHINES 3.55$

Allocation of inhouse copier costs 325.62$

ANNIS & ZELLERS, PLLC 7,111.00$

Benefit allocation 8,622.93$

CCMA - Reversed below 4,560.00$

CCMA - See above (4,560.00)$

CCMA Conference 4,935.00$

CCMA Coop Conference 4,560.00$

CCMA Coop Conference - See above (4,560.00)$

CDS CONSULTING CO-OP 10,858.09$

COOPERATIVE GROCER NETWORK 300.00$

D&O insurnace 8,659.00$

DAVID J THOMPSON 500.00$

DOWDS COUNTRY INN 1,618.84$

EUGENIA F BRAASCH 190.86$

FOLEY DISTRIBUTING 868.05$

Food for Board Meetings 1,744.79$

GRAFTON COUNTY SENIOR CITIZEN'S COUNCIL 500.00$

HANOVER PARKS & RECREATION DEPARTMENT 2,257.50$

JOHN ROSENQUEST 111 926.61$

KAY LITTEN 1,685.86$

MAGEE OFFICE PLUS 299.48$

MARGARET DRYE 847.24$

Petty Cash 10.00$

R.C. BRAYSHAW & CO. INC. 10,718.33$

Retreat see above (1,618.84)$

Retreat see below 1,618.84$

Rooms CCMA 2,689.40$

SARAH BLUM 515.20$

Supply purchased thru register 36.25$

Survey Monkey 204.00$

SUSAN SANZONE FAUVER 986.77$

SYSTEMS PLUS COMPUTERS INC. 2,010.00$

TERRY APPLEBY 16.95$

TYLER, SIMMS & ST. SAUVEUR 4,116.89$

VICTORIA FULLERTON 2,760.28$

Victoria Fullerton Returned check - error on BOD - revered below -$

Wadleigh, Starr & Peters, PLLC 6,325.00$

Wages 29,667.56$

Wiley - Carver Books 536.00$

WINN AND PARSHLEY LLC 455.50$

113,302.55$

$0

$10,000

$20,000

$30,000

$40,000

$50,000

$60,000

$70,000

Board ofDirectorsExpense

Direct BenefitsG&A Board of

Directors

Direct WagesG&A Board of

Directors

EquipmentOther G&A

Board ofDirectors

In HousePrinting G&A

Board ofDirectors

Insurance G&ABoard ofDirectors

Meetings &Seminars G&A

Board ofDirectors

MembershipMeeting G&A

Board ofDirectors

Office SuppliesG&A Board of

Directors

Printing G&ABoard ofDirectors

ProfessionalFees G&ABoard ofDirectors

Surveys &Marketing

G&A Board ofDirectors

TechnicalMaintenance

Contracts G&ABoard of Direc

Toner G&ABoard ofDirectors

Travel &EntertainmentG&A Board of

Directors

2016 ACTUALS VS. BUDGET

2016 Actuals: 2016 Budget:

DRAFT MINUTES August 24, 2016

Documents

Transcript of DRAFT MINUTES August 24, 2016