UKIAH NATURAL FOODS
(A.K.A. THE HOMESTEAD EXCHANGE)
MINUTES OF THE BOARD OF DIRECTORS
The regular meeting of the Ukiah Natural Foods Board of Directors was
convened on Monday, December 10, 2007, 6 PM, at the NCO Meeting Room,
481 South State St, Ukiah CA.
Call to Order
President Terry Nieves called the meeting to order at 6:07 pm.
Board Members
Ross Beck, Secretary (absent)
Adam Gaska
George Gibbs, Treasurer
Dan Hamburg, Vice President
Jacquie Lee
MaryLou Leonard
Terry Nieves, President
Don Sanderson
Joe Wildman
Staff
Lori Rosenberg, Anne Wright
Member-Owners
Julie Scheluder (arrived late)
INTRODUCTIONS
None.
MEMBER COMMENTS
None.
APPROVAL OF AGENDA AND MINUTES
Agenda Approval
Lori requested Action Item 4.2, adding an additional $8,800 to the 2008
Grant program, be added to the agenda.
M/S/C (Hamburg, Gaska) to approve the 12/10/07 agenda with the addition
of Action Item 4.2.
Approval of 11/12/07 Minutes
Don requested that the approved resolution from the October meeting be
posted in a public forum for the membership to see. Lori will post the
resolution on the member communication board by the front door.
M/S/C (Gaska, Hamburg) to approve the minutes from the November Board
meeting.
SECRETARY’S ANNOUNCEMENTS
None.
GENERAL MANAGER’S REPORT
Monthly Activity
Lori sent out her report electronically. The following topics were discussed:
• November sales were 17% over November 2006 sales.
• A draft letter has been completed for the airport board commissioners
regarding the remodel plans; the draft has been sent to Charlie Stump
for input and suggestions.
• After Charlie Stump has reviewed the draft letter, Lori will take
it, and the $150 filing fee, to the airport committee for inclusion on
their next board agenda.
• There will be an additional $900 fee for the airport commission
to consider the proposal at their next board meeting.
• Lori will notify the Co-op board when the airport commission meets
so that a Co-op representative can speak during the public comment period.
ACTION ITEMS
Proposed addition to profit share program for staff and to add additional
funds to the 2008 grant program
Anne presented the following:
• In the annual quest to reduce the Co-op’s taxable income,
management would like to increase the amount of money designated for profit
sharing into the employees’ 401k accounts.
• Currently, there is $35,000 budgeted for profit sharing; management
requests to increase that amount by $40,000 for a total of $75,000.
• Management would also like to add an additional $8,800 to the
2008 Community Grants program, increasing the amount available to $38,800.
• These two additional expenditures would decrease the Co-op’s
taxable income by $17,000.
M/S/C (Wildman, Gaska) to authorize management to increase the employee
profit sharing amount by $40,000 and add an additional $8,800 to the 2008
Grant Program.
BOARD COMMITTEE REPORT
Board Education/Outreach & Membership
The committee reported the following:
• At the last meeting, the committee finished up the planning for
the Member Gathering, which seemed to go very well and had good attendance.
• Marlene Sanderson took notes at the Gathering. Don would like
the notes to be published in some way, preferably as an article or insert
in the newsletter or on the web site.
• Dan volunteered to summarize Marlene’s notes from the Gathering
and write a short blurb for the newsletter directing members to the website
for a more thorough report.
• Don would like for members to have an opportunity to respond to
the issues brought up at the Gathering (local food sustainability); could
the web site also function as a blog for the membership?
• Using the website as a place for members to “blog”
would require a certain amount of work; who would monitor the content,
edit for appropriateness, answer questions, etc. Lori will ask Brian Alexander
about the feasibility of such an action.
• Jacquie volunteered to teach a class for members in 2008 about
how to grow vegetables in a pot; the Co-op could provide materials at
cost. This would be a way to encourage members to participate in the production
of their own food.
Donations & Grants
The committee will be meeting on December 17, at noon in the Co-op meeting
room.
Elections & Nominations
Joe reported the following from the last meeting:
• The 2008 election will be carried out the same as last year. The
election timeline will be basically the same; Creative Workshop will do
the printing. The Candidates Forum has been booked at the Conference Center.
Robertson, Cahill & Assoc. will be contacted about overseeing the
counting as they did last year.
• Dan, Ross and Jacquie will be running again.
• There will be an announcement in the next newsletter about the
election.
• The ballot will need to be mailed out a few weeks before the forum
because of the timeline needed for a third-class mailing. A ballot box
could be brought to the forum in case anyone wanted to vote at that time.
Finance
None.
Governance
None.
Human Resources
The committee has met “virtually”. The discussion will occur
later in Closed Session.
Local Food Security
None.
NEW BUSINESS
Discussion of Holiday Food Drives
The following topics were discussed:
• Lori has not been contacted by the food bank about having a food
donation barrel in the store. As it is getting late in the season and
the need for food in the community is high, MaryLou suggested the Co-op
might consider a cash donation to the food bank.
• The board decided on a monetary donation of $5000 to the food
bank through the Ukiah Daily Journal Holiday Food Drive. The board also
decided to use its $2000 discretionary money to fund part of this donation.
M/S/C (Leonard, Wildman) to donate $5000 to the Ukiah Food Bank through
the UDJ Holiday Food Drive.
• It was suggested that some day in the future, the Co-op might
consider starting its own 501 (c) 3 in order to fund our own projects
and not just hand out money to other organizations.
Discussion of hiring a board employee
Don would like the board to consider two ideas:
1. The board could hire an executive assistant for a half- to third- time
position, who would answer to the board, specifically to the board president.
The general manager would budget appropriate funds to cover the salary
of the board assistant.
2. The primary function of an executive assistant would be to facilitate
communication between the board and the membership, specifically regarding
policy issues.
The following subjects were discussed in regards to this proposal:
• The board may not be in a position to require the service of an
assistant at this time.
• This could be problematic from a Human Resources standpoint; the
board is not necessarily focused or “functional” enough at
this stage to throw in a board employee. This would also require the board
president to manage an employee, and could be difficult as the president
changes every year.
• Lori suggested that if the board had a clearer idea about what
they wanted to do in terms of outreach to the membership, and an established
timeline in which to complete their goals, there would not be a need for
an additional employee. The board needs to communicate their needs in
a timely manner to the Co-op staff.
• Lori also suggested the board consider a focused meeting, perhaps
with a facilitator, or another board training, to gain clarity on the
board’s vision and define their goals for the year. The board discretionary
fund could be used to pay for a training and/or facilitator.
DIRECTOR COMMUNICATIONS
Director Reports
None.
Board Agenda
The following topics will be discussed under New Business at the January
board meeting:
• The board will discuss planning a focused meeting.
• The Mendocino Grow Fund will be discussed.
Lori will book the NCO Meeting Room for the same day and time for 2008.
MEMBER COMMENTS
None.
CLOSED SESSION
The meeting was adjourned to closed session at 7:45. The next regularly
scheduled board meeting will be January 14, 2008, at 6 p.m. at the NCO
meeting room.
|