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 Healing Center.

The Healing Center would like the board to choose between two possible configurations within the Healing Center 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 Healing Center 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 Healing Center 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 Healing Center 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 Healing Center retreat in Gulf Shores, AL, April 12-14. This is an organizational and planning retreat for the Healing Center. The NOFC board agreed that there should be an NOFC member at all Healing Center meetings if possible.

          There may be multiple boards of the Healing Center. 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 Healing Center 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.

Meeting adjourned at 8:35pm.

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 Healing Center 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 Healing Center 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 Healing Center?

If the Healing Center 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 Healing Center. The Board is holding the meeting to elicit comments and encourage discussion of the location. Representatives of the Healing Center, including Sally-Ann Glassman, Pres Kabacoff, Jim Drury and Rober Asistant will be present to answer questions about the Healing Center.

          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.