GM Meeting May 2013 Notes

Greene Hill Food Co-op General Meeting May 23, 2013

DK facilitator, Al timekeeper, Amanda secretary -- approved Gretchen from Events will make small updates to GM agenda template Pablo added to agenda: lots behind ours

Eden foods controversy (Renee) Food Justice committee coming up with a plan to address “No boycott” policy adopted at a GM about a year ago But the notes from that meeting/specifics of the decision are lost And there were less than 30 participants in the vote, does not seem representative FJ working on a policy, overall response to controversies like this We are not ready to discuss the merits of the Eden issue We need to work on the procedural framing, and revisit the Eden specifics later...future meeting Merch leaving Eden products on the shelves and continuing to order them for now, monitoring sales Some sell down of products in general is happening Allison – alternatives are available to the Eden products in our store now

Finance report (Christina) Christina is stepping down from finance to focus on board. Sean will be one co chair, but need another Working on tax filing 52 55 53 thousand: gross sales past three months Need approx 65 to break even Inventory costs vary, Fixed costs are around 8k per month Big spoilage rate...20 percent in model, may be low We are burning capital and we need to stop that, but not really 12k per month April...membership has expanded, going into summer which is our best season, not as bad as it looks

Membership report (Nick) Some committee transition happening Reasons ppl leave the co-op...usually lack of time or a move, but sometimes specific concerns 1260 total members currently 220 on leave (a few parental one medical most general leave) … 1040 active members 51 joined in jan 35 feb 36 mar 25 apr 13 may so far May need more outreach in community to encourage membership growth.

Lawrence: we are trying out not having every committee make a report at every meeting. Amanda: good to just list the committees, for the sake of informing and recruiting new folks.

Current cmte list:  Outreach with Food Justice and Events subcommittees; Governance; IT; Education; Merchandising; Membership; Website; Design/Build; Finance; Marketing; Operations

Special Election (Silas) One board member, treasurer, secretary, each serving until sept/Oct Floor nominations...none Quorum is 50 but that does not appear to apply to special elections like this one [time for voting] Results – April Taylor won board seat.  Sean Mullane won Treasurer.  Michael Randazzo, Secretary.

Bylaws amendments (Giselle) Explained recent Steering Committee transition, decision to replace that old system with a more empowered board of directors Still accountable to membership Decisions happen at GM No board meetings in private, Working mtgs also open to members Transparent democracy continues

Highlights: (see end of these minutes for complete text) 2 board meetings per month Gms still happen at least ten times per year Work meetings monthly but can skip 1 Board work on agendas and such at work mtg Emergency meetings...good faith effort to notify members All board meetings open to the membership Majority must be present in person for quorum Others might attend and vote by teleconference Must be present in person once in every four for board attendance purposes Discussion of why... accommodate directors who for whatever reason are out of town.  Generous when you consider the number of excused absences one gets before termination as a director Removal provisions... Attendance, removal on charges pursuant to NYS law

Motion to adopt these, seconded. Vote: 23 in favor, zero abstain zero oppose

Comment about bylaws language being heavy on legalese, inaccessible to English language learners and many other community members...Governance agreed to consider this issue, prospect of edits to bylaws or publishing a more accessible summary.

Spoonable caramel presentation and tasting (guest speaker= owner Michelle) Small local business (3 staffers, kitchen in Crown Heights, Michelle lives in Clinton Hill) Several varieties carried in store Many applications, from ice cream topping to meat marinade…or eat from the jar. Process: cook the white sugar until liquid, but stop before it burns Add butter, cream, flavorings like chili or sesame All US-sourced ingredients, the best possible, incl. Plugra butter Hoping to get more organic ingredients into the product as economy of scale permits Developing new flavors...we got to try beer flavored caramel!! The $8 caramel jars may not be for everyone, but other stores sometimes sell this same item for $19...

Store renovations (April) Working toward occupying our full space Came close to ramp up on refrigeration last year, but more pressing problems came up Interim plan... Clean well lit pest free working environment are the goals

Finance helped make a budget for this project $30K as absolute max, $20K target Hiring project manager to oversee in person 4 bids, chose one contractor but illness made them bail, Looking for another deal Purge unneeded donated stuff No structural changes other than widening back door Make office and stockroom more hospitable Design/build working on this and making it feed directly to next step Trying to be frugal, defer less essential tasks Work environment needs to make people excited to work, come back and work again, tell friends and neighbors it is a pleasant environment to work in No drawings yet, but most changes would not show up on an archi drawing anyway Contractor ideas: please send to April or ops committee April will be the ops person running this project...responsible for hitting budget Finance will also designate someone to liaise If we hire someone to oversee, also involved of course in staying within budget Aiming to close store as little as possible, probably a couple of days.  Also timing to match with Allison’s vacation.

Lawrence...need to share drawings with the group. jobs can go off the rails without clear management or scope of work...we need to be very careful.  We have had problems before.

Motion to have written scope of work and plans for this shared at the Board working meeting on June 4. Seconded.  Some further discussion.  Vote, appeared to carry [secretary failed to get exact count]

Lots behind us (Pablo)

Next 6 to 8 months development will be starting on the lots behind us (facing Fulton) Rachel Robbins has been leading a mural project for the back of our building.  Will be sort of cut off. We can't continue to think of the backyard as free space Developer contacted Pablo, concerned about potential appearance of conflict between his project+ours DK and Rachel and Pablo to confer offline

Board guidance (Silas) With great power comes great responsibility – need to delineate the responsibilities of newly empowered Board Governance has been working to help board develop working agreement Guidelines for how board interacts with rest of Co-op...committees, membership Governance drafted a document for board...summarizes needs and poses questions for board to think about in drafting working agreement.  Covers Communication; Feedback; Decision making process incl emergency decisions; and more. Governance will post link to the document on our website, by early next week, with email addresses for feedback Comments, further questions etc. very welcome Then Governance will work with board on coming up with a final document to present--Goal June GM Concept is that board members sign the agreement in future – explicitly take on commitment.

Open forum Sean: plans to propose a more formal process for getting Membership approval of capital projects

Amanda: offers a Free can of cannellini beans, because disgusted by Eden foods

Nick:  explains issue with Membership Relief Council, which evaluates requests for deviations from work requirement and membership investment requirement based on individual circumstances Erin was the coordinator of incoming requests, but had other commitments come up, stepped back Amanda nominated as a replacement member for MRC, willing to do admin coordination Also, original plan for MRC said the 5 members would include one of the Membership co-chairs and one of the Governance co-chairs.  Turned out not to be realistic, those chairs already have way too much admin work to do.  So, let’s now change that to having the Council include one *member* of Membership and of Governance.

Motion to approve that policy change and Amanda nomination: carries 19 0 1

DK: Acronyms need to be spelled out, it’s not accessible or welcoming when we talk about MRC, SC, etc.

April: leadership vacuum, many committees need committed people as chairs and otherwise right now...

Jill: Ed committee needs a place to store materials for food demos After discussion, tabled until after construction for lack of a "safe spot" Will need to revisit this in a few weeks

Gretchen: Events committee throwing an event! June1 backyard potluck 12 to 4

BOARD portion of meeting

Board attendance:  present DK Holland, Lawrence Eichorn, Pablo Armijo, Christina Travers, Nick Collins, April Taylor.  Absent Aaron Zueck.

Board and secretary and treasurer elections – Lawrence moved, Pablo seconded, passed 6 0

Bylaws amendments – Lawrence moved, Pablo seconded, passed 6 0

“vote of confidence” in June presentation of construction info – Lawrence moved, Pablo seconded, passed 6 0

MRC changes – Lawrence moved, Pablo seconded, passed 6 0

BYLAWS AMENDMENTS adopted at this meeting

Amendment to Art. III, Sec. 1 of the By-Laws

1. General/Board Meetings:

1. Types of Board Meetings

1. General Meeting: The meetings of the Board (“Board Meeting”) shall always be open to all members. The Board shall call a General Meeting  at least 10 times each year on such dates as it shall appoint and at such other times as it, by resolution, shall fix. The location, time, and the agenda of the Board General Meeting shall be announced publicly to the membership not less than 10 days prior to such meeting. The Directors shall inform those members who shall be present of the nature of the business to come before the Board and receive the advice of the members on such matters. The portion of the Board Meeting that is devoted to receiving the advice of the Members shall be known as the General Meeting  is not in any way intended to be one of the “meetings of the membership” that is referred to elsewhere in these bylaws. The Members who gather to give advice to the Directors may choose to vote in order to express their support or opposition for any of the issues that have come before the Board.

2. Work Meeting: The Board shall also gather for Work Meetings. Work Meetings shall be held in person once per every month of the calendar year, but the Board in its discretion may decide to not meet for a Work Meeting for one month of the calendar year, and any such decisions shall be communicated to the Membership. The location and time of the Work Meeting shall be announced publicly to the membership not less than 10 days prior to such meeting.

3. Emergency Meetings: The Board, upon its own initiative, may call an Emergency Meeting to address a serious issue of such a time-sensitive nature that it must be addressed prior to the next scheduled General Meeting or Work Meeting. The Board shall make a good faith effort to notify the membership prior to holding an Emergency Meeting.

1. Open Meetings: All meetings of the Board, including General Meetings, Work Meetings, and Emergency Meetings, shall be open to the Membership.

2. Quorum - A majority of Directors is required to be present in-person at Board Meetings for Quorum.

3. Frequency - The Board shall meet at least 10 times each year on such dates as it shall appoint and at such other times as it, by resolution, shall fix.

4. Presence In-Person - At a minimum, a Director shall be present in-person at one of every four meetings called by the Board including General Meetings and Work Meetings.  A fourth consecutive meeting at which a Director does not attend in-person shall constitute an absence with notice for the purposes of paragraph 7 below.

5. Voting - Except as otherwise provided, all matters shall be decided by a majority vote of the Directors present and voting. All votes shall be cast during the meeting in person, and no proxy voting shall be permitted; however, the Board may, by majority vote, direct that a mail ballot be taken on any matter.

Amendment to Article IV, Section 7 of the By-Laws

7.  Termination/Removal of Directors:

1. Termination may be voluntary at the choice of the Director subject to 30-day notice provided to the Board.

2. Directors may be removed based on absences from Board meetings as follows:

1. two unexcused absences without notice,

2. three consecutive excused absences with notice; or

3. four seven total absences per year.

1. An email sent to all Directors no less than 24 hours in advance of the meeting shall constitute sufficient notice under subparagraph 7.b.

Directors shall be subject to removal upon charges as provided in Section 63 of the Cooperative Corporations Law.