NOFC Board Governance Meeting Monday July 6th, 2010

6:00pm at 517 Telemachus St. (Rachel’s)

Present:

Board Members – Michael Smith (President), John Calhoun, Rachel Riezman (Treasurer), Mac Lemann (Chair of the Board), Heather Fife (Secretary), Mimi Dimassa (Vice Presedent)

Meeting called to order at 6pm

Announcements:

Michael - we did not get vetoed so we will receive the Capital Outlay money for equipment, michael will research the process for receiving this money.  

- there was an article in Edible New Orleans about the co-op but we are considering asking them to run correction for inaccuracies such as the store being run entirely by volunteers.

- we were mentioned in Louisiana Weekly above the fold several weeks ago.

John - will send out a press release regarding the money from the state.

Working Group Progress:

- Gm Search - We have 4 candidates on the table and are at a point to invite people to meet the board before making a final recommendation to the board for a final candidate.  The committee feels good about the applicants.

- Communication - Newsletter has been going out regularly and the website currently in limbo.  Heather will look over the content that has been generated for our web designer to see if anything needs to be added.  

- Membership - We have 733 members now.

- Finance - The healing center is a bit behind there their timeline regarding lease negotiations.  Michael has been waiting to follow up with Hope and Seedco, now that we know about the cap outlay - we can move forward with this.  No new word on the FFRI or Harrah’s grant, Michael will follow up.  New possibilities include a bridge loan through The Food Co-op Initiative called a sprout loan that is usually around $25,000 with a two year term as well as a possible USDA loan.  PROP is coming along as well.  

- Site Development - Michael sat down with Kermit regarding the two separate bids, equipment and installation and the timeline was discussed.  The purchase order for the equipment should be in by Aug 1st to fit within our timeline and at that point 25% would need to be put down.  We need to know when the Cap Outlay funds would be distributed before moving forward with that.  The old slab has been taken out of the site and the rebuild will be made to our specifications.  We have decided to go forward with the Enviropack System to reap the long term energy cost saving benefits.  

- Sunday Grocery - Things have been moved to the new office but it has not been set up as a functioning office yet, once this happens we can apply for our occupational license.  John will get ahold of Paul to secure the room.    

Unfinished Business:

Motion: Rachel moved to reinstate the Buying Club activity given that it has been established that they are not running at a loss, and have provided the Board with requested documentation, understanding that efforts to reconcile and document all Buying Club activity are ongoing.  Mimi seconded.  5 Yays.  Motion carries.  

New Business:

Motion: Rachel moved to pay Cheryl Golich $350 to complete our 2009 Tax Returns as well as any reasonable amount above this billed for necessary research.  Michael seconded.  6 Yays.  Motion carries.

Motion: Michael moved to pay Cheryl Golich up to $1050 to complete a 2010 midyear review of our finances.  Rachel seconded.  5 Yays.  1 Ney.  Motion carries.

Motion:  Mac moved that the board authorize Michael to research and execute the Small Socially Disadvantaged Producer Grant.  Michael seconded.  Motion withdrawn.

Motion: Michael moved that the policy committee draft for approval policies on member information confidentiality, diversity, and board stipends.  Rachel seconded.  6 Yays.  Motion carries.

Time and Date of Next Meeting:

- Board Training Workshop on July 17th 9:30-4 at Scott’s house on Constance and Cadiz.  

- Working Group Meeting  on July 29th 6pm TBA

NOFC Board Governance Meeting Monday March 28, 2010

6pm at the Healing Center (2372 St. Claude)

Present:

Board Members – John Calhoun, Rachel Riezman (Treasurer), Mac Lemann (Chair of the Board), Heather Fife (Secretary), Michael Smith (President), Scott Galante

Others Present – Jehann Strause

Meeting Agenda

1) Call meeting to order and review agenda

2) Read the Co-Op Mission

3) Announcements

4) Invitation for Member Input

5) Treasurer’s Report

6) Board Chair Report on WG Structure Effectiveness

7) Unfinished Business

New Business

9) Time and Date of Next Meeting

10) Over-Run Time

11) Adjourn Meeting

Announcements:

Michael: Last Thursday Mitch Landrieu held a public economic development meeting. Anne Sobol made a public comment in support of the NOFC. Michael plans on attending the upcoming public meeting on sustainability and making a comment as well.

Michael: Sean Johnson put together a 1^st draft of a code of conduct for the tenants of the healing center.

Michael: Talked with Joe from Future Proof NOLA. He is looking for volunteers and 2^nd hand equipment.

Member input:

Jehann: The purpose of Vegfest is to promote awareness of healthy choices and to serve as a fundraiser for the Humane Society. Wine and beer will be for sale. They are expecting over 5000 attendees. Need to talk with someone from UNFI to get Vegfest food order straightened out.

John: April 17^th there is an event to table at the Big Top. Paypal needs to be back online to take member payments.

John: We now have 629 members.

Working Group Structure Report:

MOTION: Scott moved to continue the working group structure to be reviewed again at the May meeting of the board of directors. Rachel Seconded. All agree. Motion Carries.

Scott suggested that the GM Search Committee roll over into the GM Transition Committee once we hired a general manager.

New Business:

MOTION: Mac moved to adopt the Ends Policies:

The New Orleans Food Co-op will operate a community-owned grocery store that:

A1.1 provides access to healthy food at a fair price

A1.2 is a center of community activity

A1.3 promotes local and regional food production

A1.4 keeps capital and jobs in our community

A1.5 practices environmental responsibility and sustainability

A1.6 reflects our unique and diverse community.

Scott Seconded. 4 Yays. 2 Nays. Motion carries.

MOTION: Mac moved to adopt the General Manager-Board Relations and Executive Limitations

policies. Scott Seconded. All agree. Motion carries.

Michael: asked for a section for termination procedure in the future.

MOTION: Mac moved to accept the General Manager Job Description proposed by the GM Search

Committee.

Amendments:

add to required qualifications “gets along well with others”

add to required qualifications “demonstrated experience in growing sales”

All agree. Motion Carries.

MOTION: Mac moved to establish a minimum amount of equity to be maintained by the

organization. Michael Seconded. 2 Yays. 4 Nays. Motion fails.

Michael: Pres’s investors are meeting Thursday to make the decision to move forward with tax credits. Pres wants to have a renewed LOI signed by Wednesday. Anne Sobol has created a list of 30 points we have issues with on the lease. Scott suggested we add non-binding language.

MOTION: Scott moved that the board authorize a committee to write up LOI and execute it. Michael Seconded. All agree. Motion carries.

MOTION: Mac moved to enter executive session to continue the discussion initiated by Scott

Galante. Scott Seconded. All agree. Motion carries.

Next Meeting:

Board of Directors Governance meeting - April 26^th 6pm 517 S. Telemachus Street (Rachel’s house).

Meeting adjourned at 8:00pm.

Minutes submitted by secretary, Heather Fife.

NOFC Working Group Meeting Wednesday March 24, 2010

6pm at the Healing Center (2372 St. Claude)

Present:

Board Members – John Calhoun, Rachel Riezman (Treasurer), Mac Lemann (Chair of the Board), Heather Fife (Secretary), Michael Smith (President)

Others Present – Timothy O’Connor, Megan Burns, Anne Sobol, Liz Kirk, Siddartha Padmonabha, Jim Dreury, Lahzie Takada, Shirley Young, Leah Farkas, Laura Mutter

Announcements:

Michael: The Shadowbox, a black box theater, will have an opening gala on Friday, March 26, at 6pm. They will be located at 2402A St. Claude (right across the street from the Healing Center) The whole co-op family has been invited.

Michael: The NOFC is now a main sponsor of Veggiefest which will be held Sunday May 16^th at the Universalist Church (2903 Jefferson Ave). This is an all day event. We will be tabling and have the opportunity to vend.

John: Our member tally is now 618. The goal is 1000 members by the end of June. Right now we are averaging 10/week and aiming for 35/week.

Future Proof Nola Presentation:

Timothy: Future Proof Nola is a group that designs sustainable projects mimicking natural ecological systems. They are planning to do a re-naturalization project of Spain Street as part of the Healing Center. Two 12×12 Sheds will be constructed and the area will be fenced in. Their aim is to create a conducive learning environment. The garden in the space will not be a row garden but rather groups of species endemic of this area. There will be a bog to collect water. All rent will go to support wetlands.

Breakout into Working Groups

1. Working Groups Present Work:

Finance (Michael): The major concern right now is Cap. Outlay. We need to keep our request in the minds of Legislators. The language is linked on the website. The work group is asking for members to write, call, or email their reps. We are looking into Harah’s community grant money and more information will be available for that soon. The Fresh Food Retail Initiative Program hasn’t made it out of the gate yet. We are currently looking into the details of getting a loan from the USDA and deciding is this would be in our best interest. Over the next weeks there will be meetings with banks and credit unions to seek further funds. An auction is being planned for June to raise money and awareness.

Membership (John): The Spring Membership Drive kicked off Saturday March 13^th. We will keep tabling at events, farmer’s markets, and at Veggiefest. The committee wants to start canvassing the neighborhood in groups of two with a survey to ask people what they would like to see carried and to get the work out. There was a discussion of how to go about this properly without alienating anyone. It was decided that the committee would have to do research and considerable prep work before moving forward.

Communications (Heather): The webforum should be up and running in the next week, Victoria has been heading up this project. We will be releasing a paper newsletter before Veggiefest. This newsletter will be a State of the Co-op style communication and we are looking into selling ad space.

Sunday Grocery (Leah): The Healing Center Garden Project is going to be a great place for the Sunday Grocery. The contingency plan is to use the Parkway Partners space in the neighborhood until the HC space on Spain is ready. This could come together in as little as a week. Leah and Alyssa will be giving a formal recommendation to the board. They will be in need of a lot of volunteers once things get rolling.

Schedule Next Working Meeting:

The next Working Group Meeting will be held at 6pm April 21^st, 2010 at the Holy Angels (3500 Saint Claude Avenue). It will be potluck style. All are welcome to attend.

Meeting adjourned at 8:00pm.

Minutes submitted by secretary, Heather Fife.

New Orleans Food Co-op Board of Directors Meeting

March 6, 2010

New Orleans Healing Center (2372 St. Claude Ave)

Board Members In Attendance: John C, Mimi D, Scott G, Mac L, Rachel R, Michael S

Non-Board Members In Attendance: Jim B, Victoria B, Leah F, Mark G, Elisa M

1) Meeting called to order at 11:12am.

2) The meeting agenda was reviewed by those present. Victoria requested an addition to the agenda to request an expense for a new web hosting system. John C asked for clarity regarding

3) The NOFC Mission was read aloud by Scott G.

4) Announcements: Elisa M let everyone know that Louisiana apparently has a cooperative housing law. Leah F announced that an application for the Sunday Grocery will be submitted today. Scott acknowledged the work that Michael S has done in moving the Capital Outlay request forward.

For the purpose of transparency, Jim B stated that he is considering applying for the job of NOFC GM in the future.

5) The Working Group Reports were reviewed by those present. The Communications Work Group gave no report. Discussion was held regarding the need to recruit more volunteers to support the Communications Work Group and the Sunday Grocery Work Group. The Communications Work Group is a bottleneck right now, so there needs to be some new volunteers to support that work group chair. The Sunday Grocery Work Group will need at least 3 volunteers beyond the co-chairs each Sunday.

Scott G moved that the Board directs the Communications Working Group to reorganize it’s structure so that more than a single person has the rights and responsibilities to ensure that Communications Working Group expectations are met. Motion carried unanimously.

John C asked for clarification regarding current NOFC organizational structure. Mac clarified that he is acting as a fill-in for project management until a GM is hired. Therefore, specific tasks that are not being followed up on can be brought to him as the Board chair.

6) Sunday Grocery Report was given by Leah F, and reviewed the Sunday Grocery timeline and opening budget. Those present discussed the Sunday Grocery timeline and budget. The Sunday Grocery plans to be opened as a farmer’s market the first week of April. It will be open to the public for shopping, and be sourced wholesale. Outstanding issues include permits, sourcing, finding volunteers and securing donated equipment rather than buying new. Leah will send her needs to Victoria who will ensure these needs are communicated

7) The Treasurer’s Report was given by Rachel R. Rachel provided a balance sheet for all NOFC accounts, outstanding invoices yet to be paid, and profit/loss statements for the time that the current Board has been sitting (October 2009 – March 2010). Rachel has created reports showing all the profit/loss since the NOFC began, and has balanced all the Quickbooks accounts.

Rachel requests that any expenses that will be incurred to sent to her via email as soon as the person who needs reimbursement or will incur the expense knows about it. Rachel will continue to create these reports, probably around the middle of each month, and will report to the Board about them at each Board meeting.

Web Forum Communications report was given by Victoria B. She has been researching web forum software so that all NOFC communication can be viewed in a simple manner on the website by anyone. She researched various options. At the last meeting, the Communications Working Group was authorized $120/month to pay for the web forum and mass email function. Victoria requested the Board to authorize a one time payment of $2,235.00 for web-design and web hosting services as well as to purchase ExpressionEngine software; an entirely new web package that would also require $125 annual cost.

John C made a motion to approve Victoria’s request for $2,235.00 for the expense of migrating the NOFC website using ExpressionEngine, provided the hosting services are located within the United States. Rachel R seconded the motion. Motion passed unanimously.

9) Proposed Membership Policy changes. John C and Mac L drafted seven specific motions for membership policy changes that are attached. The membership brochure needs to be updated, and the membership sub-committee needs clarity on member benefits to get the brochure updated.

Scott G is interested in the NOFC seeking legal counsel from the attorney that did our reincorporation to weigh in on the legality of changing the member policies when the NOFC has a different contractual relationship with its members, because we are changing the nature of equity interests and property rights in the corporation.

Victoria B is wary of the NOFC altering the membership policy in midstream [while capitalizing the start-up store]. She also suggests the NOFC develop clear criteria for what low income actually means, rather than change the policy to make it easier for the co-op. This can be a guideline on the brochure. She suggests retaining the current structure and further emphasizing donations beyond equity investment.

Mimi D asked whether we need to discuss whether we want to create a membership fee.

John C made a motion to establish a patronage refund system. Michael S seconded the motion. Motion passed by a vote of 5 yays, 0 nays, and 1 abstention.

The Membership Sub-committee will seek legal advice to establish the legal mechanism to make policy changes that affect the nature of equity interests and property rights of the co-op owners.

Scott made a motion to authorize and direct the Membership Sub-committee to hire a lawyer to establish the legal mechanism to make policy changes such as the substance of the proposed membership policies that affect the nature of equity interests and property rights of the co-op owners. John C seconded the motion. Motion passed unanimously.

10) Sunday Grocery Budget Proposal. Motion made to allocate $2,685.47 of NOFC funds for the Sunday Grocery proposal attached, as it complies with local and state ordinance and health law. Motion passed unanimously. Sunday Grocery will make all attempts to get donated or second hand equipment to reduce costs.

11) GM Search Committee Budget Proposal. Motion made to allocate $3,630.00 of NOFC funds for the GM Search Committee Budget Proposal attached, to include CDS consultant costs. Motion passed unanimously.

12) GM Search Committee Timeline. Motion made to approve the GM Search Committee Timeline. Motion passed unanimously. Leah F suggested that the functions of the GM Search Committee should be decentralized to allow for maximum member involvement.

The next NOFC Working Group Meeting Potluck will be held on Wednesday, March 24 at 6pm at the New Orleans Healing Center.

The next NOFC Board Governance Meeting will be held on Monday, March 29 at 6pm at the New Orleans Healing Center.

Meeting adjourned at 2:22pm.

NOFC Board of Directors Meeting Minutes

December 2, 2009 6pm, 2372 St. Claude Ave.

In attendance: Michael Smith, Scott Galante, Heather Fife, Rachel Riezman, Mac Lemann, Elisa Miller, John Calhoun

Meeting was called to order at 6:07pm

3) Minutes approved

4) Insurance – Scott: We have insurance for the market, but it will not cover volunteers. We are currently at your own risk employment. Michael: Do we need get waivers from volunteers? Board insurance is not yet decided, we need to find someone familiar with co-ops. We are defined as “itinerant fixed food store/market”. We will not operate in a space lager than 1500sq feet. Will cover move to parking lot.

5) PJ Hoffman has received contract – we have hired him. Rick Dupont want contract by Friday. Wed and thurs dec 16-17 he will be here. UNFI will pay 30%. He will stay at Scott’s guest house and we will pay 7% of the flight.

Michael: what level does the kitchen get built to. What do we want? What can we afford? Criteria for commercial kitchen would jack the cost up. We need to ask what can be set up for later installation from PJ.

Elisa: let’s work with the restaurant in the HC to see what kind of opportunities we will have with pairing.

Member Loan Campaign;

John: We should end first phase and then in spring or whenever the timeline provides for it run a well organized campaign. Second campaign wouldn’t be so risky.

Scott: Should we close the first campaign?

John: We went from have $30-50,000 in promises to only collecting $7,000.

Mac: Do we want to table this to the end of the year

Michael: We don’t have to act, let’s let John, as the head of the member loan campaign, tie up the loose end until the end of the year.

John: We can put if out there that we are having another phase. We are required to report taxes.

Cheryl: We should be accruing interest on those loans.

John: we should be sending them a form for that.

We need to get the loan paper work to Cheryl.

14) Accounting Update

Michael: we got our tax lisence from the state. We have made detailed sheets of the Sunday markets.

Mimi suggested over email that we set up quick books for this.

Cheryl: Software is $150. You can put customer summary instead of each customer.

7) Sunday Grocery:

We need to get a system in place.

Rachel: I can deposit the money.

Scott: we should use a separate marketing account

Cheryl: there are me other sales going through the food co-op. in quickbooks you can track the Sunday market.

Michael: on Sunday we should continue to use the spreadsheet we have been using.

Rachel: Dollar restrict for petty cash?

Cheryl: no.

Update on taxing and license.

Michael: unfi buying club eventual outcome

John: are we getting wholesale price’

Elisa: From what I understand they have a tiered system. They are supposed to have us as a wholesale customer by the end of the year.

12) App for foodstamps

Michael: we have an account from usda. Need board members ss#’s. Michael will send an email on how to move forward on this.

Elisa: Let’s tie this up by the end of the week.

13) Design Charette: Dec. 16^th at Healing Center.

9) Table until next meeting

• An executive session was held regarding legal issues.