Minutes of July 15, 2009 Open Meeting

NCGA Office Conference Room – Linn St.

Present:  all board but Shrader (traveling abroad); GM Hartz, Staff member T. Carbrey; member Amelia Bristow

Sarah called the meeting to order at ~6:30 PM.

Approval of Minutes

Richard moved and Ramji seconded that the board approve the minutes of March 25, 2009. Voting: 6-0 (passed).

Bottled Water Ballot Issue

Caroline moved that NPC stop selling plain, non-carbonated water in plastic bottles in personal and individual use sizes (under 1 gallon). Jen seconded ‘for the purpose of discussion’.

Caroline explained the environmental rationale: the accumulation of used bottles in the ocean in a clump the size of Texas, the hormone disrupting chemicals leached from the plastic into the water people drink, the waste of petroleum and energy in manufacture and transport, and the fact that the water contained in the bottles in no better – and often less pure – than ordinary tap water.

Prior to the meeting, the board had received sales figures from Matt for bottled water and a video about the problems of bottled water from Caroline; earlier in the year there had been board e-mail discussions about the contaminants  leached by the plastic and about members’ questions regarding the safety and purity of bottled water.

The board discussed the motion.

Some of the sales figures provided by Matt were not directly applicable: e.g., water in glass bottles (primarily mineral water for table use) was included in “imported bottled water”. Domestic bottled water ($74,258 sales in FY’09, 46,985 units) included flavored as well as plain varieties.

Ramji said the board shouldn’t make product decisions and educational material in the Catalyst and on the web site would be better. Hank agreed with Ramji that better education of members was preferable to a ballot issue.

Sarah reminded the board that the Bylaws provide a petition process by which members can put product change issues on the ballot; she said she believes the petition is an important part of the democratic process and doesn’t think the board should put the issue on the ballot.

Richard responded that the board is able to put issues on the ballot; having the issue on the ballot should increase voting participation, and would be more effective in educational efforts, due to member discussion of the issue, than material in the Catalyst.

The question was called. Voting:  2-4 (failed, Caroline and Richard voting ‘Yes’).

Open Forum

Amelia Bristow spoke to the board about the corporate ownership of many of the organic products sold at NPC and asked that more effort be made to educate members/shoppers about the ownership of NPC product lines.

The board discussed this; it was noted that NPC emphasizes “Eat Local”, is trying to increase the amount of products it purchases locally – thereby stimulating an increase in their production, and can put information on corporate ownership on NPC’s web site on the “Consumer Advocacy” page. Ownership of companies by corporations changes so often and so quickly that relying on signage in the store is less practical than using the web site, which can be updated quickly and thereby give more accurate information.

Strategic Planning Retreat

Sarah referred to the summary of the Retreat discussion previously distributed to the board by her via e-mail. She noted the need to set up one or more meetings in the fall to discuss the “B” priorities set at the Retreat. These arrangements will be made using e-mail, because board members would have their calendars handy.

Board Committee Reports

Finance

Hank said the budget has been made for FY’10; copies were distributed to the board.  The new budget is close to the current one and shows profit despite the economic downturn. Gross margin will be reduced again, by a small amount.  The last quarter of FY’09 bas been better than the first part of the year, so the  FY’10 budget shows a small sales increase but is essentially ‘flat’.  Cash flow is strong; but the forecasted profit is less, largely due to the margin reduction. The finance committee plans to eliminate the debt on the new office space within 6 months.

Hank moved that the proposed budget be approved. Richard seconded.  Voting:  6-0 (passed).

Ramji noted that the amount of financial information on the web site should be more restricted:  e.g., that segment data should not be shown. The competition reads NPC’s website information regularly.
The board discussed this briefly; Matt concurred.

Ramji moved that the board instruct the GMT to publish only condensed and consolidated financial data. Hank seconded.  Voting:  6-0 (passed).

Prior to the meeting the board had agreed via e-mail that the finance committee should open an account with another bank to avoid ‘having too many of NPC’s eggs in one basket’. This agreement needed to be formalized:

Hank moved and Richard seconded that, with the unanimous approval of all members of the finance committee (including the General Manager), the finance committee may authorize the opening and closing of NPC bank accounts. Voting: 6-0 (passed).

Governance

Caroline agreed to write a formal motion to be approved at the next open meeting to regularize a procedure for writing and voting on board motions via e-mail. This appears to be a necessary and prudent procedure to have in order to take action in a timely way when the regular meeting date is not imminent, and doing this will update the procedure now stated in the NPC Bylaws (VI 6.7)  which e-mail has rendered obsolete.

Caroline presented the 2009 Election Plan produced and overseen by T. Carbrey. Sarah and Caroline (governance committee) had agreed to the following procedure to solve the problem of the election calendar dates not meshing well with the Catalyst production schedule and the reduced number of issues:

Have an on-line discussion of any ballot initiative. The Catalyst (both paper and electronic) could point members to a discussion link on the website.

There should be a moderator for the discussion to avoid any descent into incivility. People would be welcome to post comments, questions, links, facts, etc., but no crudely disparaging remarks targeting members who disagree. Members who comment would be required to list their full names 

and city of residence. And, of course it would be necessary to find a way to 

ensure that only MEMBERS are allowed to participate.

Moderating the discussion would fall within the responsibility of the Member Relations Committee. This idea should be discussed with staff so that they can begin setting things up and figure out how to do it.

Caroline said she wanted to publicly recognize Theresa Carbrey for all her work on the NPC garden project.

Caroline, Sarah, and Jen have visited the garden and agreed that it was a job well done.

The board discussed this briefly, and the possibility of a making a more permanent arrangement between NPC and the land owner was considered.

Member relations

Jen said she had planned that her report would be to mention the success of the NPC garden project (already discussed, above).

Planning

Richard reviewed the progress on the renovation of the new office space; it was summarized in Matt’s meeting support materials received by the board prior to the meeting. Recent information has shown the need for a new, isolated server room for the computer system.

Richard moved that the board increase the $175,000 already allocated for the project to $225,000, because of the cost for the server room. Hank seconded. Voting: 6-0 (passed).

New Business

Hank noted that the preliminary, unaudited financial data for FY’09 has now been received by the board, and it looks “good” – especially since the economic downturn was not figured into the FY’09 budget.

Hank and the board congratulated Matt and his staff on doing an excellent job.

Ramji moved that the meeting be adjourned. Voting:  6-0 (passed).

The meeting was adjourned at ~7:50 PM.

____________________   _______________________

Sarah Walz, President        Caroline Dieterle, Secretary