In attendance: Amy Lesen, John Calhoun, Victoria Baker

Meeting began at 6:45 p.m. Approval of previous meeting minutes (June 28) tabled until next meeting (August 13).

I) Intro. John C. wants to leave the meeting with a clear plan since so many of the Board members are going away soon.

II) Healing Center LOI. John says the NOFC sent the draft LOI.

The NOFC Board would like to schedule a follow-up meeting with healing center to discuss various things:

Board members will be out of town:

- Amy leaves July 25 – August 16.

- Michael leaves August 18 - October 3.

- John is gone Sept 24 until Dec 1^st or so.

Scheduling a meeting with the Healing Center:

- Week of Monday August 3^rd?  We will see what’s good for the rest of the Board, Puma is the only one who will not be in town then.

- The board discussed whether a newly hired Project Manager should be asked to attend this meeting with the Healing Center.

III) By-Laws

- No one was up to speed or had read the two versions so it’s hard to discuss them.

- However, John wants to put several things on the radar:

• Discussion of changing how the By-Laws are changed.
• Board of Directors is currently empowered to make any changes in the By-Laws.
• There are some things that we need to change before the next annual meeting: changing the terms to staggered terms, will we allow proxy voting, will we allow mail-in voting?  Also need to discuss quorum – can mail-in ballots be counted towards quorum, etc? Also very important is changing quorum from 20% to other options: right now that is 110 people, we usually get 40 people.  Can change to 3% or 30 people, whatever is smaller. The Board needs to decide and make the changes before October’s general member meeting.
• John will bring in the by-laws for the next meeting with proposed changes.

IV) Hiring a Project Manager:

- Victoria and Puma have done the first round of interviews today; tomorrow is the second round.  There are good people so far! 

- We need to ask Scott, Michael, and Mimi about their availability for the interview process.

- We envision about 5 interviews for the second round, to narrow down to one choice.

- Only people who can come to ALL interviews can be present at any of the interviews.

- Victoria wants to try to do more than one interview per sitting.

- Interviews should be one hour long, the sessions will be maybe three hours to do three people in one day if possible.

- Victoria and Puma will write a summary report about the initial interviews, which will include some possible questions for the second round interviews.

- Some people could be hired for other things:  one person could be hired as a grant writer/accountant and/or to train the Project Manager on software etc.

- The Board could do the second round of interviews at the Healing Center Conference Room, Victoria will see.

V) Finance/Accounting

A. Treasurer:  Puma called her tax accountant and he never called back. We need to move on.  Perhaps the board should send out another email to the membership as a first pass?

B. New Hope account: The new account will be opened tomorrow morning, in order to have a specific account in which to deposit member loans. We will also change the names on the accounts, as the NOFC has re-incorporated. John, Michael, and Puma shall be on the account.  We need to figure out how to change who is on our accounts and update all the information.

C. Accounting/QuickBooks: The Board could hire someone to do this and also to do grant writing?

- Computer in office was broken so the accounting has been spotty.  We have a new computer and we think the new Project Manager should deal with this. 

- We had a great idea to possibly hire one person to do more support stuff (QuickBooks, grants, software, accounting, etc) and also hire the Project Manager to do more outreach etc.

**** The board members conducting the interviews will see how we feel about this after the second day of first-round interviews.****

Timeline

July 2009 –

        Create and sign an LOI with the Healing Center. – HAS BEEN CREATED, WAITING TO HEAR FROM HC.

        Hire a Project Manager. – IN PROCESS

            Apply for Kellogg Grant. – HAS BEEN PROGRESS – Alyssa has been working on it, after Monday’s meeting there may be people to help.

            Apply for an Entergy Grant. – PROJECT MANAGER – this one is following up with Entergy. 

            Find a treasurer – IN PROCESS. We will start looking again now.

            Put other people on the bank accounts. – Will happen Thursday July 23^rd!

            Amy leaves July 25 – August 16.

            Michael leaves August 18 - October 3.

      August 2009 –

            Agree on lease terms with the Healing Center – WE WILL SCHEDULE A MEETING FOR FIRST WEEK OF AUGUST.

            Member Loan Campaign ends – WE CAN RESOLVE TO EXTEND THIS.  WE WILL SEE WHAT IS HAPPENING WHEN JOHN GETS READY TO LEAVE.  JOHN WANTS IT WRAPPED UP WHEN HE LEAVES.

            Scott leaves August 17-24.

      September 2009 –

        Respond to ORDA FFRI. RFP. – HAS NOT COME OUT YET.

            Planning the annual meeting. Recruiting people to run for the board. We need to reach out to people with experience in grocery, education, business, finance, accounting, or horticulture. – PROJECT MANAGER TASK.

            Evaluate the Member Loan Campaign. Decide whether to do another member loan campaign or take another approach such as offering “C shares.” – JOHN WILL GIVE US A RECOMMENDATION BEFORE HE LEAVES TOWN. LOANS VERSUS DONATIONS? HAVE LOANS BE AN OPTION?

            John leaves Sept. 24 – Dec. 1.

      October 2009 –

            Annual Member Meeting – PROJECT MANAGER

                  Elect a new board.

                  Hold a board training – LANO may hold board trainings? In any case we need assessment and assistance on where we are and where are are going, and team building.

MAYBE NOV?????

            - Start searching for a General Manager!!! – WE NEED ASSISTANCE ON ADVERTISING FOR THIS JOB – we will cross this bridge then we come to it.

            - Make sure we have all the applications for capital outlay (like from JP Morrell). – NEW STAFF CAN DO THIS.

** Board meeting August 13. 6:30pm-8pm. Location TBA.

Meeting adjourned at 8:50 p.m.

In attendance: Scott Galante, John Calhoun, Amy Lesen,
Victoria Baker, Michael Smith, Mimi Dimassa. Meeting held in New Orleans, LA.
Meeting called to order at 10:35am.

 

1)  John C. read the meeting agenda and revised the agenda.

2) Feedback from meeting with HealingCenter

            The NOFC held a meeting with the Healing Center (HC) on Thursday, June 25 at the Healing Center. Pres, Sallie Ann, Chris F., Jim
Drury, and Andy Antipas were present, representing the Healing Center.
The full NOFC board was in attendance. The subject of the meeting was how the NOFC can work together more with the HC and coming to an agreement about the LOI.

            The HC wants the NOFC to participate more in the HC.

            There is little real tension between the HC and NOFC about the LOI. The HC gave clear numbers about potential damages. Essentially the HC wants us to not try to open another store beyond the HC.

            Need to determine the length of time of the term for the LOI.

            If the lease terms the HC are seeking will not allow the co-op to be viable, then would we be in a breach of the LOI? The NOFC would do everything in its power to honor the agreement outlined in the LOI. The new LOI will include non-compete language for both groups.

            The meeting was successful in clearing up confusion between both groups.

            The NOFC will write another LOI to be signed between the NOFC and the HC. Scott will create a sample draft and send around to the board via email for input by Wednesday, July 1.

 

3) Escrow Account/Member Loans.

            In order to keep the member loan campaign moving, the board needs to move forward with an
Escrow. The member loan campaign will end on August 31, 2009.

            Finance professionals believe that creating an escrow for the member loan money is a
very good idea, but it is not a traditional vehicle, especially without costs.
A few financial institutions have offered and are looking for ways to help us.

            Most professional qualified intermediaries charge fees. Most of those who do not charge money are for short term real estate transactions.

            We can also open an account at HOPE and find a lawyer to act as a trustee for the account
at HOPE. There would be stipulations put on the account. These would include a certain length of time and a certain amount of critical mass of financing before the NOFC can access the loan money.

            The board needs to define “viability” as clearly as possible for the LOI and for the member loan account.

            Two years and four months from the end of the member loan campaign is a reasonable time period for a stipulation on the member loan campaign money. This would secure the NOFC member loan money until December 31, 2011.

            Some contingencies put on the member loan money would include:

The signing of a lease. There would be a lease signed with all contingencies removed, or an agreement to purchase a building.

            The NOFC would have secured not less than a certain amount of financing (ie, 1 million). The board will reach out to experts we know to develop a dollar amount figure for the ‘trigger language.’

            The NOFC would have been given access to the space we will open by a certain date.

            The trustee lawyer will have the authority to return the money at the end of the term if the project does not meet viability criteria.

            The NOFC can return the member loan money to its members at any time, if the NOFC Board deems the project unviable.

            Board members should search for a local lawyer who can act as a trustee for the NOFC account. The board will look for someone who will do this for free, but the board is willing to pay a small fee for this service.

            Scott will find an attorney to act as trustee.

            Scott will rewrite the LOI and send it to the board by Wednesday.

            John will call Bill Gessner about defining viability.

            Michael will call Mark Goehring and/or Stuart Reid about defining viability.

            Michael will put together the ‘trigger language’ that outlines our viability.

 

4) Role of Project Assistant/Manager

The NOFC will terminate the position of Project Assistant when Yasmin leaves and hire a Project Manager. The NOFC board would like to hire a Project Manager that has clear ideas about how to improve the Action Team.

The NOFC will pay $15.00/hr for this position.

Michael read Yasmin’s report to the Board, detailing her job with advice and recommendations for the future.

The new project manager could become the facilitator of the Action Team.

The Action Team has good processes and structures, but attendance is lacking. Recruiting more volunteers is important, and retention with follow-up is perhaps more important.

The NOFC will reach out to previous short-listed candidates for the Project Assistant role, and then open the hiring out to the community, starting with our membership.

5) Communication with members.

Electronic communication is not the best way to reach out to all of our New Orleans members. Some people respond to email, others respond to mailing, others to phone calls. The communication of the NOFC needs to be as integrated and inclusive as possible.

6) Improving the Action Team and structures.

Continue to find strategies for increasing Action Team participation.

The NOFC can create a notice to volunteer (could be a paper flyer) or a mailing, to bring in more volunteers. The board should reach out to professional designers to make mailings that are attractive to bring in more members.

Postcards cost about $160 to mail to all the members. To send letters to all the members, it could cost up to $300.

The new Project Manager would be essential in revitalizing the Action Team.

7) Rewriting the By-laws

Going to change the board terms to be staggered three year terms.

      Developing Timeline.
What do we need to do when to open the store?

July 2009 –

     Create and sign an LOI with the Healing Center.

Hire a Project Manager.

     Apply for Kellogg Grant.

     Apply for an Entergy Grant.                     

     Find a treasurer.

     Put other people on the bank accounts.

     Amy leaves July 25 – August 16.

     Michael leaves August 18 - October 3.

     Victoria leaves July 5 – July 20.

     Next board meeting July 22, 6:30pm-8pm. Bring a recruit.

August 2009 –

     Agree on lease terms with the Healing Center.

     Member Loan Campaign ends.

     Scott leaves August 17-24.

     Board meeting August 13. 6:30pm-8pm. Bring a recruit.

September 2009 –

Respond to ORDA FFRI RFP.

     Planning the annual meeting. Recruiting people to run for the board. We need to reach out to people with experience in grocery, education, business, finance, accounting, or horticulture.

     Evaluate the Member Loan Campaign. Decide whether to do another member loan campaign or take another approach such as offering “C shares.”

     John leaves Sept. 24 – Dec. 1.

October 2009 –

     Annual Member Meeting

                 Elect a new board.

                 Hold a board training.

            Start searching for a General Manager.

 

                 Apply for 2010 LA State Capital Outlay funding.

9)      Landlord Contribution and State Capital Outlay

Should apply for capital outlay as two different organizations for upcoming session, both for the Healing Center and for the Food Co-op. Both of these requests will be for the 385K.

            The Board entered into executive session to discuss the LOI.

                                                    

        Meeting adjourned at 3:46 pm.                                                           

August 17, 2009
6:00 pm	to	8:30 pm

The NOFC Action Team will have a potluck style meeting at the New Orleans Healing Center (2372 St. Claude Avenue, corner of St. Roch and St. Claude). We will be creating the committees and assigning volunteer tasks on all the exciting work we are doing to open our member-owned grocery store. This is an excellent time and place to meet others involved in the project, share your ideas, and find out how you can help out! Action Team meetings are open to the public. Feel free to drop in any time, and please come even if you can’t bring any food! We will begin eating at 6pm, and begin the meeting at 6:30pm.

August 3, 2009
6:30 pm	to	9:00 pm

The NOFC Action Team will have a potluck style meeting at the New Orleans Healing Center (2372 St. Claude Avenue, corner of St. Roch and St. Claude). We will be collaborating on all the exciting work we are doing to open our member-owned grocery store. This is an excellent time and place to meet others involved in the project, share your ideas, and find out how you can help out! Action Team meetings are open to the public. Feel free to drop in any time, and please come even if you can’t bring any food!

August 13, 2009
6:30 pm	to	8:30 pm

Meetings of the New Orleans Food Coop Board of Directors are open to all NOFC member-owners, or by request to info@nolafoodcoop.org.