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Meeting Minutes

2013 Oryana Board of Director's Meeting Minutes

April - Regular board meeting replaced by General Membership Meeting

March

Present at the meeting: Amy Tennis, Kaitlyn Burns, Jim Dagwell, Gabrielle Hall, Rebecca TeahenGeneral Manager: Steve Nance; Board Assistant: Cindy Jurik. Absent: Ken Quitugua, Karen Howie, Sean Burns, Erica Heller. Guests: Tom Slater, Chris Miller (Board candidate), Drew Warner (Board candidate)

Welcome: Amy convened the meeting at 5:38 p.m. Board members and guests were introduced. Minutes from the last meeting were previously approved by e-mail.

Board calendar: The board reviewed its calendar for the next three months. The GMM replaces the April Board meeting, and will be held at the TC Central High School cafeteria. The welcoming of the new board members, etc. moved to the May meeting. Amy reported board consultant, Thane Joyal will be at the May meeting. She will cover Policy Governance, as an introduction for the new Board members. We will have at least one new member, with four at most.

Public Input:
Tom Slater – Photos of Oryana’s existing location from prior to the addition, showing no retention ponds. All the water goes into pipes under the parking lot. Several photos showed these pipes prior to installation.

GM Report – Steve:
Fun overview. Video – What’s to Love About Food Co-ops”. Better food, healthier communities, and a healthier world. A 2-minute video on our “About Us” page on the website, on YouTube and Facebook.

Financial picture – February was slow compared to 2012. February 2013 weather was crazy, not easy for customers to come in However, March is taking off and has been really good so far. We are projecting a 20% increase this month over March 2012.

Patronage to members – Announcing this first-ever occurrence at the GMM in April. Checks may be attached to the bottom of each member letter to tear off. With Patronage, we had a significant tax savings. Patronage is yet another cool thing coops do (not mentioned in video)! If members don’t cash the checks, the funds go back to the coop, though it does not affect taxes per the CPA.

Fun Stuff:

Event with TART Trail network on March 1. There were big tire bikes to try, food coloring snowmen, hot cocoa, a perfect day for it! Great turnout, and the store was busy.

New Hot Bar – now offering hot entrees for our customers! We’re piloting some hot entrees, and they often sell out. Ken refurbished a piece of bowling alley that serves as the surface for the Hot Bar, a beautiful job, check it out!

Steve attended Food & Farming Network meeting, a brainstorming event with farmers, educators doing kids farm to school programs, etc. Steve’s discussion topic included capital and local initiatives for capital such as Bay Bucks, local investing for area farmers, self-directed IRA’s, local loan funds, local investment clubs. The group did a World Café style brainstorming session concerning education, branding for local food and more. There is a goal to improve use of local food by 20%, as part of the 20 by 20 intiative.

Steve is currently on about 3 or 4 of the task groups. The Coop already has programs in place that correspond to many of the brainstormed initiatives, such as we have an educator (Dave) going out into the schools talking to kids/students about food and health. We’ve been doing these things for 40 years.

Food Hub Gathering was held in February, a statewide event. Marquette has 3 different programs going, On the West side of the Upper Peninsula, there is lots of producer power (farmers). The East side of the U.P. is much more sparse.

Elizabeth and Luise came back from South American trip with Grocer’s Daughter Chocolates owner and learned a lot about cocoa production.

New HR person (assistant role) has been hired and has hit the ground running: Marcy Hermann. She has tons of experience, is part-time, and will also help with administrative duties. Wendy will be on her European exchange in April.

40th Celebration – Steve launched a Vision that focused on more of a festival with music, stories, vendors doing tastes. Oryana will be providing chips and hummus, and beer. We hope to have food trucks, and vendors to provide edibles. June 8th at the Commons.

St. Patrick’s Day event: Test your luck of the Irish! Shop at Oryana on St. Patrick's Day and have a chance to save 3%, 4%, or 5% off your total purchase. Draw a lucky shamrock at check out and find out what your discount will be! On Saturday, March 16th, Tom Sisco will be telling the story of Lonny the Leprechaun at two different times.

Earth Day Parade – Oryana is the starting and ending point for this year’s parade. There will then be a follow-on event at NMC coordinated by NMC students. Dress up!

Trader Joe’s & Whole Foods coming to Grand Rapids - This news was a false alarm. Small footprint natural foods markets are really doing well, i.e., Natural Grocers in Minneapolis.

Steve will be gone next week to MoMoM, the Great Lakes “Meeting of the Minds of the Managers” at the Keweenaw Coop in Hancock or Houghton.

GMM – April 18th – many great candidates for the Board of Directors! Members will also be voting for Community Grant recipients.

Committee Report Out:

GMM Committee:
Steve’s March update – April 18th. Full dinner provided by the coop kitchen. Excitement – introductions of the video by Aaron Dennis, and the poster by Glenn Wolff. Music will be provided by Sister Wilene (the “Real country music” group). Absentee ballots will be available for members next week. Community grant ballots are already out, and a collection can is available downstairs for these. Amy will send out reminders to those volunteering for specific jobs (set-up, welcoming, vote counting, and teardown) at GMM with times, etc.

40th Celebration:
There will be many opportunities for Board members to assist at this event. This will be a community festival / celebration. The event is scheduled between 2 p.m. – 6 p.m.

Amy - Board of Directors - Officer Roles & Election Process – Amy asked that this be added to perpetual calendar. Election of officers takes place at the first meeting following the GMM General Election. What follows is a description of all officer duties as cited in the Board Policies document:

4.5. President’s Role
The President ensures the integrity of the board's process by facilitating meetings that are efficient, open, orderly, and consist solely of issues that clearly belong to the board to decide or monitor in accordance with board policy. The President may represent the board to outside parties in announcing boardâ€stated positions and in stating chair decisions and interpretations within the area delegated to her or him. The President may delegate this authority but remains
accountable for its use. The President ensures that other Board officers and directors carry out their duties.

4.6 Vice President’s Role
The Viceâ€President’s role is to help the Board maintain the relationship between the Board and the Memberowners.
Accordingly:
1. The Viceâ€President will ensure that the election and referenda process follows the Board’s policies.
2. The Viceâ€President will be the liaison between the Board and the GM to ensure that all special events like Member Meetings are structured in a way that helps the Board do its work.
3. In accordance with our bylaws, the Viceâ€President will perform the duties of the President in her/his absence,

4.7 â€ Secretary’s Role
The Secretary’s role is to ensure the integrity of the Board’s documents.
Accordingly,
1. The Secretary will ensure that all board documents and filings are timely and accurate.
a. The Secretary will act as the Board’s liaison with the Board Assistant by
a) assuring that directors and board associates (General Manager, minuteâ€takers, facilitator, etc) receive a complete meeting packet before each meeting;
b) assuring that all meeting minutes are accurate and well formatted; and
c) assuring that all Board documents (electronic and paper) are safely archived for
an appropriate length of time.
b. The Secretary will assure that the policy register is updated to reflect changes approved by the board of directors, that policies are coherent and adhere to the Policy Governance model, and that the latest electronic and print version is distributed to the directors and GM.
2. In accordance with our bylaws, the Secretary will certify by her/his signature the results of voting in all elections and referenda put to the membership of the Coâ€op
3. The authority of the Secretary is access to and control over board documents, and the reasonable use of staff time.
4. Arrange for proper meeting facilities for the Board meetings.

4.8 â€ Treasurer’s Role
The Treasurer’s role is to help ensure that the Board creates and follows good policy relating to the financial condition of the cooperative and the Board itself.
Accordingly,
1. The Treasurer will create and monitor the Board’s (not the coâ€op’s) budget.
2. The Treasurer will chair any committee charged with researching financial policies, or with hiring an auditor.

Board Development Activity:
Rebecca – Putting together the activities by month, the goal is to educate Board members about matters relating to achievement of our ends and future planning with Oryana Imagined 2022.

Planned activities for the next six months:
April – GMM
May – CBLD 101, Policy governance 101
June – Small group orientation to policies, etc. Consensus decision making at meeting
July – Member linkage – following June anniversary celebration
Aug –Environment – Horticultural station (repeat of very successful event)
Sept - Finance 101

Amy mentioned that in May, at the sub-committee realignment, we need to get more subcommittee members.

Monitoring Reports:

2.4 Financial Condition and Activities:

Motion to accept: Action: Gabby Hall moved; Jim Dagwell seconded

The Board accepted the General Manager's monitoring reports on Ends Policy on
the Economy and Localism. The Board reached consensus.

Motion to accept: Action: Rebecca Teahen moved; Gabby Hall seconded

The Board accepted the General Manager's monitoring reports on Ends Policy

2.5 Financial Planning and Budgeting. The Board reached consensus.

The plan will receive more data including a timeline created at Leadership
Retreat. These items are for a 2-year timeline, 4-year, 5-year. This document will
be updated and live on, and have its elements updated. Amy likes how the
leadership team is included in all of it.

Next meeting:
â— The GMM on Thursday, April 18, 5:30 – 8:30 p.m. at TC Central High School Cafeteria, 1150 Milliken Drive, Traverse City.
â— The reports for next month –Monitoring Report 2.6 Asset Protection – will be moved to the May meeting agenda.
â— This is Gabby’s last official meeting. We will definitely miss her input, but will see her around the Co-op.

Public input & announcements:
Tom –Air Force Exercise book. Out of print, so Tom has copies to distribute.

The meeting was adjourned at 7:29 p.m.

February

Present at the meeting:
Amy Tennis, Kaitlyn Burns, Jim Dagwell, Sean Burns, Rebecca Teahen, General Manager: Steve Nance; Board Assistant: Cindy Jurik. Absent: Karen Howie, Ken Quitugua, Erica Heller, Gabby HallGuests: Tom Slater, Chelsea Dennis, Christina Carson

Welcome: Amy convened the meeting at 5:45 p.m. Board members and guests were introduced. Minutes from the last meeting were previously approved by e-mail.

Board calendar: The board reviewed its calendar for the next three months. Very busy, new board members coming. There will be no April Board meeting as the GMM is on that date instead. No other changes to agenda or board calendar.

Public Input:
Tom Slater – Tom presented several photos from Oryana’s past as a gift to the coop’s archives.

GM Report – Steve:
Numbers for 2012 – sales $12,367,787, growth 14% (budget at 8%), Estimated net 4%

January 2013 - growth 16%, February has been a flatter month.

Our growth and success in 2012 allows us to meet our Ends in the community, helped staff with two bonuses during the year, and we are now giving back to members with patronage. We are plugging in patronage numbers at this point to see how it affects taxes, etc. Will talk with Patronage subcommittee, and then make the recommendation. May have an e-vote with the Board, as that will then finalize numbers for the year.

Year end financials – Steve presented Sales in Dollars by the year. Nice increasing pattern of growth through the years.

Net profit – 2011was 1.58%, 2012 came in at 3.85%. We weren’t able to do the capital improvements we wanted to do however. Cardboard bailer – being constructed – ROI on bailer project has changed. This facility will make things easier to manage logistically, and we can make some money from it. Another project, creating a recycling/storage center in the parking lot dumpster area - costs are close to cost for the building addition.

Oryana Imagined 2022 – an all-staff meeting was held this week, and we discussed OI2022 is what inspires us, what guides us. Visioneering. The leadership team went to Park Place for a retreat concerning OI2022, and it included some strategic visioning up, with some tactical components. We looked out one year, two years, five, then ten. Teams: world café style.

Top priorities to start creating a timeline to get to 2022. Woody and Steve brainstormed, plugging discussed items into the tool. A great deal of very positive energy was created in that day. There’s a lot of stuff! The leadership retreat put it into bitesize chunks, made it real, and made it do-able.

January brought us two very busy MADD days. Eva played her singing bowls (upstairs) for staff. During the second session, people actually fell asleep.

Bob Russell’s situation with the fire and his cancer – A great event was held recently at Higher Grounds, which apparently raised more than $12,000. Steve reports it will be a while repairing the Neahtawanta Inn.

Social Media – Be sure to check out the new look on the FaceBook page. We also got Twitter straightened out. And are now also on Pinterest!

TC Food Trucks – Steve sent a letter of support. Some downtown restauranteurs are opposed, but not Oryana.

Canstruction – at the mall. Oryana’s team, the “Coop”erators, received an award for the healthiest food. All cans go to Father Fred.

Mimi Wheeler (Grocer’s daughters chocolates, ) & Jodi Treeter are going on a trip to Equador, in addition to staff members Elizabeth and Luise. Oryana is a partial sponsor (for Luise). We are looking into getting a data package set up to enable us to receive reports back from the trip.

Northern Express – feature article and Board photo. Bob Coates interviewed Steve and Amy. They reported the article was mostly accurate, and true to what they had said.

Food hub, Taste the Local Difference, lots of good energy.

Friday roundtable at the Chamber – trying to get local companies to use 20% for local services, food, event planners. Steve’s takeaway: no one is tying these endeavors together. Food – currency (BayBucks), Steve is checking whether the Chamber could do this. Perhaps they could have a web based networking element.

Financials – report utilizing draft data (until we figure out patronage). Once patronage is figured out, the data won’t be changing dramatically. The CPA will sign off on finals as soon as patronage is decided. Steve would like a vote prior to the next meeting, perhaps by email or a tele-meeting. Set up a subcommittee meeting next week for Monday, February 25 at noon. Following this, it will go to the entire Board.
Committee Report Out:

GMM Committee:
Scheduled for Thursday, April 18th at TC Central High School cafeteria. 5:00-8:30. Can start prepping the area at 3:30. Board volunteers: Jim – greeter, vote counter, Cindy – vote counter, Rebecca – greeter, Kaitlyn – set-up, vote counting and clean-up. We will ask Ken how he would like to assist. Steve predicts a beautiful day!!

Board Election:
There are 11 Board candidates running for four spots, and two prospective members, Chelsea Dennis and Christina Carson, attended a portion of the meeting. Plus Sean, Rebecca and Karen are up for re-election. Board openings were advertised in the Ticker.

DINNER – Tom – pasta bake and garlic green beans from the new “hot bar.” One photo on Facebook is the only advertising so far for the hot bar, and per Steve, it’s had great acceptance and use!

40th Celebration:
Kaitlyn and Steve – This is going to be a big party! Saturday, June 8 at the Commons from 3:00-6:00 p.m. We have collaborated with the Minervini Group and the Cowfest. Sam Porter is working with us who is great with big events. He has lots of ideas, and they’ve been strategizing. Steve will guide Sam on what is doable per budget/music/stories/food. This event is free to members, 300-500 tickets. If people from the greater community want to show up for the music, that’s all good. The marketing firm is thinking the numbers could be pretty high. Need to consider ramifications of this. Will keep the Board advised. Left Foot Charlie’s will be
open afterwards. Function will be held in the back by Higher Grounds. May need to re-think location (depending on numbers expected) and move to the front.

Member Linkage event update – Amy and Steve. A dozen member participants. Engagement was great per Dags. We are on for two of these per year. People get information from different sources, so the member groups’ awareness of Oryana participation in various events, etc. varied. Sources include: Newspaper, newsletter, website, Facebook. But of course, there are also non-Facebook users. Oryana’s demographic is all over the place. Marketing takes multiple impressions for people to take notice. The question came up, and yes, member newsletters ARE mailed out. Woody will be sending results.

TED Talk video provided by Steve featuring Steven Ritz, a teacher in a very challenged burrough (Bronx?) in NYC. Greenroof. Green Bronx Machine. Green graffiti. Amazing energy!

Board Development Activity: Rebecca – consensus training

Introduction to consensus decision making. She will check YouTube for a little snippet on this topic, and bring it to another meeting with more members.

Rebecca read through the consensus document concerning how decisions are made with Oryana board and suggested that perhaps it has been modified to fit our Board. The leading point is that the Consensus process is designed to promote constructive dialogue, and to consider different points of view. The consensus process is not conflict, its discussion; and it is not inherently time consuming. Discussion leader asks whether there are any unresolved concerns, or concerns remaining? List them, work thru them one by one through discussion and dialogue. Call to see if Consensus again. If not, start over. If it can’t be resolved in a timely fashion, options to Reach consensus - Send to a committee. Stand aside – if person with concern agrees to do so. Declare a block – would stop decision from going forward. Meeting closes with an evaluation, steps for the future. Roles for board members in the process: agenda planner, peacekeeper, notetaker, doorkeeper (available for latecomers, brings people up to speed with what they missed before they join the meeting). Amy likes the organization of it. Steve provided to Rebecca. This group hasn’t had to use all facets of the process many times.

Everyone thanked Rebecca. Steve has a full manual “On Conflict & Consensus.” Check the internet for more resources from new consensus gurus.

Monitoring Reports:

2.4 Financial Condition and Activities:
Sean’s comment: he liked boxed-in explanations. Great numbers. He posed a question on the line item for accounting. Steve discussed structure of having external provider of 2 full-time and 1 part-time person, plus CPA (taxes and quarterly financial report that he does). Steve looks at this cost as a percentage of sales and notes it’s a little high compared to other coops that have an internal staff. We have no CFO or financial manager. Such a person would really add to payroll – income, benefits. Dags – with an off-site person, Oryana has the ability to ask for specialty reports, and it takes extra time to create them. “Remote controller.” Steve – for a coop our size, financial managers were pretty much the norm, and the plus of having them – Jane has served the coop for quite a few years. Bookeeper has got professional responsibility andis very rigorous – watches everything very closely. Since she’s an independent contractor, she protects her company and integrity. Steve has spoken with Jane, about the relationship with Oryana and we have a good working relationship and agreement. Rebecca – in terms of succession planning, can we get digital versions that she has created? Yes. Steve – has financial information in our secure files. Dags – we own the information. She could always recreate it for us if she/we decided to go another way. Steve – not perfect, but in some ways better than internal. . Amy – NCGA benchmark? Steve – Yes. Equivalent of two Full Time Equivalents with.

Sean – shrinkage. Does it include cases that go missing? No – per Steve. It’s stuff that we know, for example, produce that goes bad. Only a discrepancy in inventory that’s noticed is how we learn that stuff is missing. Shrinkage is stuff going out of date. Give lots to food rescue, so we can regain some of that. Wine – we find empty bottles in the bathroom.

Motion to accept: Action: James Dagwell moved, Kaitlyn Burns seconded:

The Board accepted the General Manager's monitoring reports on Ends Policy
2.4 Financial Condition and Activities. The Board reached consensus.

Next meeting Thursday, March 14 at 5:30 p.m. at Oryana. Karen and Sean will miss this meeting.

Reports for next month –
Committees: GMM and 40th Celebration
Ends Policy on Economy & Localism
Monitoring Report 2.5 Financial Planning & Budgeting.

Public input & announcements:

Tom – Book 1: Royal Canadian Air Force exercise plan for physical fitness. Maximum time for women’s regimen is 12 minutes, for men is 10 minutes. Age based. 1960’s is when it was sent out to the public. Tom re-started on Feb. 1. Three weeks into it, he is noticing positive benefits and changes. Very basic and simple.

Book 2 – the Scientist in the Crib. Reviewed on NPR recently. Babies – how adults & parents should react to them instead of expecting into our world. They come with intelligence from their past life. We need to be the facilitators for them. Tom has two children and two grandchildren. New parents are important place to start.

The meeting was adjourned at 7:36 p.m.

January

Present at the meeting:
Amy Tennis, Erica Heller, Ken Quitugua, Kaitlyn Burns, Jim Dagwell, Gabrielle Hall, Sean Burns, Karen Howie

Oryana: General Manager: Steve Nance; Board Assistant: Cindy Jurik. Absent: Rebecca Teahen Guests: Tom Slater

Welcome: Amy convened the meeting at 5:41 p.m. Board members and guests were introduced. Minutes from the last meeting were previously approved by e-mail. Brief discussion of prospective new board members.

Board calendar: The board reviewed its calendar for the next three months. There will be no April Board meeting as the GMM is on that date instead. No other changes to agenda or board calendar.

Public Input:
Tom Slater presented a few things to the Board:
- He highlighted a now discontinued product, WestSoy organic unsweetened soymilk. Not enough shoppers purchased it, and it is now special order. Steve suggested Tom put a comment card in.
- Newsletter – Tom misses captions below photos of people.
- Displayed the 2012 NMC donors catalog featuring Rebecca, and it was mentioned she was also included in the region’s “40 under 40.” Kudos also to Sean’s wife in the paper for her store, Green Island.

GM Report – Steve:

Wireless now available in the Meeting Room – per Rebecca’s suggestion!
Two tragedies occurred in December – Shetler’s Dairy burned down, & the school shooting in Newtown, CT.

Steve finished Leadership Grand Traverse through the Chamber, and received the cool graduation pen. It’s a great immersion program to learn about many facets of the government and the community.
How are we doing? Steve reviewed draft year end numbers for 2012. Sales at $12.3 million, well above 8% growth plan. Patronage can change these numbers too, by putting us into a different tax bracket. Sales Growth – 14%.
Compared to peers: NCGA – just above 6%, Central region - above 8%; Store Sales, Retail Sales, Operating Expenses – all good! Jim asked Steve to define the savings in operating expenses. Steve says it’s not one thing, but rather due to higher sales than budgeted, and efficiencies in labor, doing better with margin and Cost of Goods Sold. Capital expenditures in 2012 were not large, though we did purchase a cardboard compactor, and will be changing an existing area in the parking lot to a gated compound look.
An explanation of the “Why” of our 2012 success: folks are spending a little more, higher customer count (more happy, healthy people!), more members! We finished the year at over 50% of members shopping at the store, substantially better than when we started.
Steve reported that the Thanksgiving period was awesome! We approached it like a military operation, really fun. Everyone was really well prepared and Steve had challenged the team to do 15% over 2011. Then with “Turkeypalooza” – a turkey sales challenge with other coops, we went through both Deurksen’s and Biehl’s – we sold more turkeys by 2 to 1. For 2013, we will be getting more Deurksen birds, and Biehl’s is claiming they’ll be doing non-GMO feed for their turkeys. The more significant margin opportunity is with all the other stuff sold with the turkey rather than the bird itself. Turkeys drive sales of all the other items. Jim asked about plans for 2013 – whether there is an opportunity there?
Surprisingly, we sold 35 turkeys at Christmas, which is unusual. However, fresh turkey was “in” this year – fresh, free-range, all very popular. A question was posed whether new turkey customers turn into new memberships? Kaitlyn said maybe board members could be on hand for Deurksen’s Turkey sales day to talk about memberships with buyers.

During the Christmas period, Sales were way off target. Weather affected sales (on December 19th in a very good way: “The Perfect Storm”: senior day, before the holiday $66M rather than usual $35M level).
Labor – at target, staff bonuses handed out.
Challenges – more folks coming in, parking, stocking shelves – all the things that go with growth.
Steve Moore, grocery lead and in-store merchandiser – won an end cap contest through Celestial products.
Northern Michigan Small Farm Conference in Grayling – Oryana is a sponsor.
We are also helping to sponsor the making of a fair trade documentary being made by Chris Treter, of On The Ground, “How fair is fair trade?” He and his team are now exploring that question in South America.
Father Fred Foundation – Canstruction contest. Sculptures are made from canned food, and then displayed publically to bring the need of food pantries to public attention. For the Oryana team, Kathy in Wellness’ hubby is their architect. Our team is building a tractor – “we love our farmers,” utilizing 2,200 – 2,500 cans. We have approached UNFI to see if they would participate a little bit. Event is taking place at the Grand Traverse Mall February 2nd and 3rd.
Movie shoot – The Bihlman Brothers, a rock group with ties to Traverse City, are shooting a reality TV show, and they did some filming on site at Oryana. Derrick (an ex Board member) played their straight man in selecting gluten free products.
Downtown Chili Cookoff - 1st Place Finish in the veggie category – Heart Beet Chili (Jamie’s recipe). Congrats Food Service Team!
Oryana hosted Dr. Mary on Wednesday, January 9th. She is an advocate of plant based diets. The RSVP-only workshop was very well attended, and almost none of the attendees were members or had shopped here before.
Oryana Imagined 2022 – in full color in most recent newsletter. Send folks with questions Steve’s way; he loves to talk about it! Steve has been getting questions about opening a store in Acme, or a store at Chum’s Corners.
Business planning – to create the Oryana Big Picture Play Book (written plan). Leadership retreat working with Woody Smith on Thursday, January 31 – working to put together timeline, milestones, what we need to do while running a business and being successful. Departments are working on tactical planning, as well as a SWOT analysis (strengths/weaknesses/opportunities/threats), and have a couple more metrics for 2013. Department managers will work with Eldon and Steve. Play Book delivered by March, and Steve will share with the Board.
Patronage – article in the latest newsletter. Heather downloaded all data from POS on members’ purchases, and they are working to compile complete information.
New Employee Evaluation Process: A new evaluation process has been implemented that is performance based to the individual rather than by the position. This allows those performing at an exceptional level to be recognized and compensated accordingly.
Celebrating 2012 Another great year!!! Amy suggested Leadership Team and the Board should throw a party to celebrate 2012’s success? Committee formed to pursue: Ken, Erica, Kaitlyn, and Amy. They will set up meetings by phone.

Committee Report Out:

Financial Due Diligence, Member Equity
Jim – local accountants are up to speed with what they need to do. Steve - computer programmer working on creating a simple tool so we can take each member’s points and plug in amounts of patronage. Longer term goal is to create a better member database. We can reduce income and thus, tax burden. Federal government put these laws in place for coops. Question: What is the maximum benefit in a tax sense? Steve responded that it becomes a function for the Board to say to what degree or percentage we give to the membership.

Another important aspect is the question of when checks are created, are they actually used (cashed)? If they’re not, the coop then needs to add back that amount to income. Timeline per Steve: once we finalize the 2012 books, the CPA is looking at the tax burden, and Steve looks at a model of what different impacts have, then the Board makes its recommendation. Announcement will be made at GMM in April. Letters to members will show their patronage amount and the amount retained by the coop that is their specific member equity. Steve distributed handouts on Patronage Rebates to Board members. He encouraged Board to send people on to him if they have more questions than Board members feel comfortable handling.

Jim mentioned an interesting point on Oryana’s stance to provide equity for members leaving the coop wanting to withdraw their piece of member equity. Steve says for the extreme few that request it, it has been refunded. Steve – The coop by-laws are pretty clear that the Board must approve these requests so is the way to go going forward. It could be any member who may request this. Jim feels this is an exceptional point in a positive sense; pretty admirable stuff!

GMM Committee:
Kaitlyn – Scheduled for Thursday, April 18th at TC Central High School cafeteria. 3:30 to 9:00.
Need Board volunteers for set-up, welcoming, vote counting, and tear down.
Set-up crew – Board volunteers and Marketing staff
Music – The “Real country music” group, Sister Wilene. www.sisterwilene.com
Clean-up and tear down – Board and staff volunteers (we’ll be doing it at March meeting)
Menu – Deliciousness (vegan, gluten-free & otherwise) and assorted desserts!

Board Election:
Sean, Rebecca and Karen are up for re-election. Gabby’s one year term is ending, and she has a new position in Marketing.

Community Grant question:
With these grants mentioned in the last newsletter, Erica is wondering where to find information. Steve answered on the home page of the website, link on lower left hand side, which has all
necessary information about how to apply. It can be found also in the Archives for last year in Jan/Feb 2011 issue of the newsletter – grants, biographies, etc.

40th Celebration:
Gabby – Scheduled for Saturday, June 8th at the Commons (the day before Colantha Walker Dairy Festival). Amy noted that this is the same date as CCMA in Austin, TX. Steve said that the Minervini’s want to help, offering free use of site and splitting the cost of tents with Cow event. A timing quandary. Steve will check with the Village to check on different dates. He is also discussing sharing something date wise with Sam Porter. Perhaps we could consider a Friday, rather than a Saturday or Sunday? Ken wonders if we could forgo CCMA in honor of the 40th? Theme: The 70’s! Activities: Food/beer/reminiscing/music.
Committee meetings – Erica suggests scheduling meetings to avoid the middle of the day. Perhaps conference calling, she’s better after 4pm.

DINNER – Tom and his people prepared the Christmas Dinner we would have had at the cancelled December meeting – all Non-GMO. Included the amazing, award-winning HeartBeat Chili! As always, thank you, Tom!

Youtube Video:
Steve shared Oryana’s first YouTube video put together by Luise, who is in charge of the website/newsletter/Facebook. The video is entitled “How to use the bulk department.” Ideas for future videos are in the works, with “Shopping Oryana on a Budget” as the next topic.

Board Development Activity:

Member patronage – elevator speech. Amy wonders if everyone is comfortable explaining it? Yes, everyone “gets it!”

Member linkage event: Amy – a catered dinner at The Circuit (repurposed church on 14th Street) for 15 randomly selected members. Purpose of the event is discussing the coop’s Ends, as well as these members’ wishes and hopes for Oryana. The first event is scheduled for Wednesday, February 13th, Valentine’s Day eve. Woody Smith is facilitating the invites
and facility. If Board members are available, please plan to join us; let Amy know. The program will be created with committee members, and Avenue ISR Sherwood Smith.

We are also putting together a market study update to augment the one done at the last expansion.

Member Appreciation Days are scheduled for Wednesday and Thursday, January 23rd and 24th.

Monitoring Reports:

Ends policy on model workplace:
Amy – Any Q’s? Per the new evaluation and compensation program, Gabby commented that it is phenomenal, definitely something that needed to happen. Steve had heard this through the staff survey. Improvements were put in place concerning consistency, how people got raises, performance basis. We piloted the process with the leadership team last year; it worked well and was well received. Gabby – it involves more interaction with your boss as far as what’s expected of you, and discussion about different parts of your job. Steve – instead of using a long evaluation form, the philosophy is to have a conversation, with most of the discussion coming from the employee. He feels this fits our culture. Longer conversations take place at the time of issues or close to it. Every 6 months there’s a required sit down.

2.7 Emergency GM Succession:
Sean - He likes the team approach. Is there any concern when a decision has to be made? Is it planned for any compartmentalism for operations versus Human Development issues with Eldon and Wendy? Steve – The requirement is that they both had to agree to do this. Wendy would focus on administration, Eldon on operations. Steve, Eldon and Wendy will start having meetings.

Motion to accept:
Action: James Dagwell moved, Sean Burns seconded:

The Board accepted the General Manager's monitoring reports on Ends Policy on the Model Workplace. The Board reached consensus.

The Board accepted the General Manager's monitoring reports on Ends Policy
2.7 Emergency GM Succession. The Board reached consensus.

Next meeting Thursday, February 21st at 5:30 p.m. at Oryana.
Reports for next month – Committees: GMM and Board candidates, Monitoring Report 2.4 Financial Condition & Activities – 4th Quarter and Full Year. Rebecca will report on Consensus training. Any additions? Karen will not be here. Five members needed for a quorum.

Public input & announcements:

GMO labeling debate – Steve - Prop 37 in California did not pass, and some of the Organic advocates such as Cornucopia seem to be recommending boycotting these smaller companies producing organic products that are actually owned by very large companies. Oryana does not typically boycott, we rely on our Purchasing guidelines. A short concise statement about our boycott position will be part of our purchasing guidelines and on the Website soon. Our goal is education, and then consumers can make a choice. We are proud of the fact that we continue to bring in more non-GMO or certified organic food to our members. Steve passed around a poster – Oryana signed up to support Prop 37 in California. This issue is coming to Washington state and Connecticut. Amy got a nice letter from Cornucopia, as did Steve (though his was addressed to “Bob”).

Tom – Handout of the lines spoken about Francisco De Oryana, along with an audio clip from the movie, “Indiana Jones and the Last Crusade.” The focus of the story concerned an adventure in Peru in which the name Oryana comes up several times.

The meeting was adjourned at 7:49 p.m.