Minutes of December 16, 2009 Open Meeting
22 S. Linn St. NPC Admin. Office
Present:  All board but Shrader (out of the country for NCGA); GM Hartz

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

Approval of Minutes
Hank moved and Ramji seconded that the board approve the minutes of Oct. 22, 2009. Voting:  6-0 (passed)

Members Open Forum
No one spoke to the board.

Reports
President
Sarah announced that the board had held two executive sessions (Oct. 22 and Nov. 1) since the last open meeting to receive the annual audit report and for strategic planning.

Retreat Scheduling: After a short discussion, it was decided to tentatively plan for a retreat on Feb. 21 (Sunday) at 9 AM.

Mission Statement Monitoring Reports and GM mgmt. team appearances at board meetings: It was decided by consensus after a short discussion that Matt will have an updated staff organizational chart prepared for the January board meeting (showing each position and the name of the person filling it), and that the board will be able to talk to at least one key staff person at each open meeting. These appearances will be for informal, low-key discussions to help board members get better acquainted with managerial staff members and learn more about the details of the business.

NPC hiring procedures were discussed briefly; in reply to board questions, Matt said that applicants must apply at Iowa Workforce Development/job services; this ensures that applications aren’t lost and that applicants are screened for work eligibility (preventing NPC liability for hiring undocumented workers).

GM
Matt reported that the board’s D.&O. insurance is being renewed on schedule, continuing the same $4 million policy with Philadelphia Ins. Richard noted the insurance requirement now in NPC’s Bylaws and the necessity for seeing that the insurance is renewed as part of each December board meeting.

Matt showed the board a chart of the comparative debt levels among co-ops; NPC has the least. He also showed graphed data documenting NPC’s recession-caused fall in revenues and recent recovery.
The financial report showed that income is ahead of budget and the cash level is good. The board discussed with Matt the possibility of lowering margins further (cf. Affordable Foods Policy). It was noted that NPC already makes very little money on some basic items (e.g., milk, cheese). The board consensus became that in March, after the financial results of FY10 to that point are known, Matt and the board will examine margins again, and possibly adjust some margins in line with what is decided about the Strategic Plan objectives.

Local Foods Mission Statement Monitoring Report
Matt presented the report, including the Production and Marketing Agreement used by NPC with produce growers. Purchases from local producers have increased to ~$1.5 million, with over $700,000 going to vendors within 25 miles of NPC. Changing the NPC definition for “local” from 250 miles to 200 or even 150 was considered briefly in view of the fact that almost all vendors are no more than 200 miles distant and all but a few are within 150 miles.

Caroline raised the issue of the time of fresh bread delivery and the use of day-old bread in NPC’s deli sandwiches; Hank and Richard agreed that this is a problem. Caroline also noted that it would be a good idea for the sodium content of all NPC breads to be available to members; other brands of bread have that information and putting it on NPC breads might help sell more NPC bread. Matt agreed to look into both situations and Sarah agreed to make it an agenda item in January.

Finance committee
Nothing in addition to the GM’s report.

Governance
Nothing to report.

Management relations
Nothing to report.

Member relations
Jen said she has discussed with the marketing staff the idea of giving members other choices besides Local Foods Connection for their dividend donations. Local Foods received ~$13,000 from NPC members last year. The board considered the possible costs and logistical difficulties of offering two or more choices; the consensus became that the committee should get the data the board discussion indicated was needed in order to make a decision and bring the board the committee’s recommendation at the January meeting.
The Thanksgiving benefit sale for United Way was discussed. Matt has spoken with J. Angerer (marketing) about improving the publicity for the event in order to increase participation. He will put the event into the budget so that with a decision made by July there will be adequate time for the marketing dept. to prepare publicity.

Planning
Richard said the committee has discussed a capital expenditure to replace the windows at VB to prevent water leakage in the event of a low level flood; it is the only capital expenditure planned for VB, and none are planned for CV at this time. The preliminary cost estimate for the window project is ~$25,000.

Matt said the architects are reviewing the design and updating the cost opinion; this information will be presented to the board in January with a request for approval of that capital expenditure; if approved,  the project would then go out to bid.

Hank moved that the meeting be adjourned. Voting:  6-0 (passed)
The meeting was adjourned at 7:54 PM.

Minutes of December 16, 2009
First Meeting of the New Board
22 S. Linn St. NPC Admin. Office
Present:  All board but Shrader (out of the country for NCGA); GM Hartz

Sarah called the meeting to order at ~8:00 PM.

Ramji moved and Jen seconded that the existing officers and structure of standing committees be continued for 2010.
Voting: 6-0 (passed)

Ramji moved that the meeting be adjourned. Voting:  6-0 (passed)
The meeting was adjourned at 8:05 PM.
________________________   _______________________Sarah Walz, President                Caroline Dieterle, Secretary