Minutes of September 16, 2009 Open Board Meeting
22S. Linn St. – NPC Administrative Office
Present: All board but Shrader (at NCGA meeting with GM Hartz); staff member T. Carbrey; member Roxanne Mitten

Sarah called the meeting to order at 6:30 P.M.

Approval of Minutes
Jen moved and Ramji seconded that the board approve the minutes of July 15, 2009.  Voting:  6-0 (passed).

Member Open Forum
Member Roxanne Mitten spoke to the board about the Earth Source NPC garden, urging expansion of the project and possibly facilitating the development of growers’ small business efforts utilizing locally grown garden produce and other locally generated products. The board discussed these ideas with Roxanne and indicated that these ideas are to be taken up by the board as one of its ‘B priorities’ (cf. retreat, Strategic Plan). Caroline noted the annual early spring meeting between NPC produce buyers and local growers to contract for the following season and the ability of the produce mgrs. to buy ‘on the spot’ from member growers who have produce to sell. She also referred to the annual Mission Statement Report on locally produced products bought by NPC, the amounts of which have been growing quickly, due to staff efforts. The board considered ways to publicize opportunities for growers to fill “gaps” in the produce line of NPC with their locally raised products: e.g., use of the web site and the Catalyst, and encouraging staff to find other avenues. Jen suggested a Facebook page. A “Member Grown” label and special logo was suggested by Richard. Theresa suggested that NPC possibly acquire more leased land to allow first-time growers to use to see whether they are fitted for farming.

Reports
President
Sarah reported that the board held an executive session on July 15, 2009 at which the board discussed the 401K plan, a staff bonus, and other financial planning issues.

At Ramji’s suggestion and by consensus it was agreed to move the Strategic Planning Session “B Priorities” to the end of board reports.

Finance
Hank reviewed the July and August financial reports with the board.  Sales have been slightly less than budget, and Year-To-Date bottom line is ~0.1% low: essentially breaking even. Cash and balance sheet are good. Year-To-Date, consolidated sales are down 1.3%.
Paying off the debt on the new administrative space by the end of the calendar year was discussed.

Governance
Caroline reviewed the decision made via e-mail to amend the NPC Bylaws, updating Article VI 6.7 to the ‘e-mail age’ as follows (underlined portion is the amendment):

ARTICLE VI
6.7 Actions Without a Meeting. Decisions of the Board may be made without a meeting if a consent in writing, stating the action to be taken, is signed by all Directors and filed with the minutes of the following regular meeting. Decisions also may be made between formal meetings by at least a ¾ majority (6-1) of board members voting via e-mail; any decision thus made must be listed on the agenda of the next meeting and formally voted upon and entered into the board minutes of that meeting. Decisions thus made by the board between regular meetings are limited to time sensitive issues.

This was agreed upon by e-mail so that the materials going to the web site and the Election issue of the Catalyst could be used to inform members of this change: without  informing the members the change cannot take effect.

Richard moved and Ramji seconded that the board officially adopt the above amendment. Voting:  6-0 (passed).

Member relations
Jen reported that NPC has been contacted regarding again donating 10% of the pre-Thanksgiving weekend sales receipts to charity. Last year’s recipient was United Way (donated amount was almost $15,000); Jen said an effort to ‘target’ one or more of the United way organizations instead of having the donation made ‘undesignated’ has been suggested. The board discussed this briefly; Sarah and Jen noted that Matt (GM) is having the staff decide on the details of how to publicize the event to achieve greatest participation by shoppers, and which charity will be the recipient. Jen said that NPC’s Facebook page can be used.

Caroline asked that the board read and respond to board e-mail as promptly as possible and click ‘reply all’ when doing so, enabling all to see the reply.

Planning
Richard said that the committee hasn’t met, because the CV projects are shelved for now and the move to the new administrative space (and its preparation/remodeling) have occupied the staff’s time. He plans to talk with Matt about the use of the Bookery and ending the leases on the rented admin. space next to the VB store.

New Business
Strategic Planning ‘B Priorities’
The board discussed how to proceed.  The consensus became to set a meeting specifically to discuss the “B Priorities’ and to have a facilitator. Ramji agreed to arrange for one from the College of Business and will try to get Jude West. Following discussion it was agreed that there shall be the following meetings in October:
Sunday Oct. 4 - ‘B Priorities’
Wed. Oct. 21 – Regular Open Board Meeting
Wed. Oct. 21 – Executive Session (annual GM evaluation)
Sarah will contact Robynn (Management relations chair) regarding the feasibility of Oct 21 for the GM evaluation.

Sarah then proceeded to consideration of the ‘A Priorities’; it was decided by consensus that the board should go into executive session.

Ramji moved that the meeting be adjourned. Voting:  6-0 (passed).
The meeting was adjourned at 8:03 PM.



______________________   ________________________
Sarah Walz, President             Caroline Dieterle, Secretary