Board of Directors ~ August Mtg Wed., August 24, 7.30 - 9.30 pm The Co-op: 18 Putnam Ave, Brooklyn

Facilitator: Sarah Chinn Note-taker: Renée Renata Bergan Note-takers - please see link to secretary responsibilities. Timekeeper:

Directors Present: Keith, Jeannie, Renée, Christina Directors Absent: Lauryl Others in attendance: DK, Nathan Albert, Sarah Chinn

Approve Minutes (5 min.) from previous GM (please read beforehand on the Website)

Consent Agenda (2 min) A collective vote on decisions that have already been made or that don’t generally require/solicit discussion. Attendees can pull out any item they would like more discussion on, and this item will be moved to discussion at the end of the meeting. Information on all consent agenda item votes will be circulated in advance of the meeting.

Finance & Membership Reports (Jeannie, 5 min) JULY 2016 SALES (23 shopping days)

TOTAL BASKETS 1,260 AVERAGE BASKET TOTAL SALES $36.03 TOTAL SALES $48,570.57 GROSS MARGIN* $11,394.29 Average daily total sales = $2,312.88

AUGUST 2016 SALES (thru 8/21/16 ) (15 shopping days)

TOTAL BASKETS 732 AVERAGE BASKET TOTAL SALES $39.60 TOTAL SALES $28,987.04 GROSS MARGIN* $6,895.99 Average daily total sales = $1,913.47

SALES OVER PAST YEAR (8/21/15 thru 8/21/16)

TOTAL BASKETS 13,489 AVERAGE BASKET TOTAL SALES $41.84 TOTAL SALES $564,427.68 GROSS MARGIN* $144,100.54

*Note: Gross Margin is Sales minus Cost of Goods Sold. Does not include spoilage. Figures are from Revel. * As of AUGUST 21, 2016 weekly sales is slightly DOWN compared to July 2016.

JULY Active membership was:. 394 active members. 2 new Apple, 6 new Carrot, 7 new Lettuce, plus an influx in PSFC workers (8). Good to see strong numbers like this in the dead of summer. August new membership numbers don’t look quite as good so far, but we still have 10 days to go. The summer special ($25 admin fee waived for lettuce & avocado plans) did have an effect on the number of lettuce plan signups in July. Even though the special hasn’t been advertised on the website or in the store, it was advertised via emails to trial & former trial members which Membership sent. It was also promoted at the July new member orientation. Chad (Membership) is aware of 3 people who joined to save the $25 admin fee. Membership wants to be able to report 400 active members by the end of the September and are hoping the Open House helps that along!

• Financial Analysis Update (Jeannie, 30 min)
  • Account Balance / Money in the Bank = $20,000 (on average)
    • Private loans: $51,000 (with 2% interest every quarter on average)
    • Member investments: $11,457
    • PSFC Loan: $10,000
  • Average Operating Expenses = $1,975 per week
    • Rent = $2,600 per month
    • Workers Comp = $374 per coordinator / month ($1,122 total for three)
    • Payroll = $645 per week
    • Maintenance = $77.38 per week
    • Sales Tax = $99 per week
    • Insurance = $180.41 per month
    • Inventory expenses = $8,610 per week
  • Physical inventory to occur Oct 2, led by Susan Yeager with PSFC help.
  • How to use this information??? Figure out how we want to increase sales, where we can budget money out for marketing, staff, etc. Budget out whatever profits we have for increasing membership and sales at store. Glenn suggests beginning of month and end of month for analysis. Then can put together balance sheet and then P/L (profit loss) statement.
  • Make decision on which projects to put on hold due to finances and lease situation:
    • Proposed projects to be put on hold:
      • Childcare, due to financial expenses - YES
      • dire need redemptions, with caveat of reorganizing priority of list - YES
    • Proposed items that Finance will still pay for:
      • taxes/bookkeeper
      • loan repayments
      • asst store coordinators
      • Liquor license

Store Coordinator update (15 min)

• General updates:
  • Member Labor for August: 106 unfilled slots (either empty in ShiftPlanning or members unable to make their regular shifts), 51 floaters signed up to fill, leaving 55 slots that were not filled
  • We need the following roles filled by member labor to support store operations:
    • Membership desk [4-5 people]
    • Revel Inventory Team [1-2 people]
    • Payroll runner to do ADP liaising [1 person]
  • All of these roles can be a regular 2.5 every 4 weeks shift

Additionally, bank deposit runs, as Keith has mentioned, need additional member labor.

Christina and Hillary will do.

• • Fall Shift Leader Training Sept. 11th 11am-12:30pm w/ pot luck lunch afterwards
  • Working on 7 days/week open implementation plan for Fall -aiming for Oct. 1st start at the moment. Mon-Fri 3-9pm Sat/Sun 10am-6pm shopping.
  • Security Policy Reminder: No members may be in the store outside of scheduled regular shopping/receiving hours Monday/Wednesday/Friday 2:30-9:30pm; Friday 8am-12:45pm; Sat/Sun 9:15-6:30pm. All committee work must occur during the listed times.
  • Inventory: b/c of lower summer sales + high vendor minimums → some out of stocks on perishables especially. Post labor day this should shift back to the greater consistency/selection Merch has been doing an awesome job building up over the past year.
  • BOARD TO VOTE: Hire 3 more Store Coordinators? Yes / No
    • Provisionally agreed to hire the store coordinators provided numbers are provided: hours/rate, complete financials including workers comp, additional pay roll taxes, etc.

Liaison Updates: Board liaisons give brief update on what their committees are working on (All, 10 min)

• Finance
  • Book Keeper - Filed 2013 & 2014 taxes. Working on 2015 taxes
  • Store Coordinators - Upon board approval, will work on filing store coordinator papers

Lease Termination Update/Discussion on (All, 30 min).

• Dahlia & Keith (Lease liaison):
  • Keysha is requesting a renegotiation of the lease; they didn’t realize they couldn’t kick us out w/o proof of sale; want to raise our rent
• Keith (Relocation team): relocation leads/updates-on hold till Jan (or can re-evaluate finances)
• Jeannie (Feasibility team):
• Moving Fee Estimates:
  • Dumpster = $850 (2-3 day rental)
  • Movers = $707-$1,000
  • Lawyer = $3,000 budget
• Renee (Legal):
• Have pro-bono legal representation with Stroock & Stroock & Lavan LLP. They said the following:
  • The termination letter they sent is not valid, they can’t terminate our lease w/o proof of sale. Period. We have the right to continue to pay our rent and move forward as normal, until they do so.
  • Legally we need to formally respond within 90 days (Sept 4) of receipt of their termination letter. Lawyers will figure out a proper response (based on our mtg discussion), and share with us beforehand, but it will mention the above lack of validity of the lease termination letter until proof of sale is provided. Regardless of our conversations with the Collymores re: lease renegotiations, this is an important legal move to do to protect us, should we go to court.
  • Given the info provided, the lawyers said the Collymores cannot kick us out or raise our rent at this time. We are in good legal shape.
    • Consensus: Lawyers will send letter, Keith will mention do want to work with them, in interim we’ll see what we can do re: paying more rent or move. Ask lawyers re: what if lien and if sold building
  • DK/Willow (PR): Update? Need some kind of statement done by end of August.
  • Action item: Renée will write up a BRIEF update, share with Board, that we can send to our members only about our situation. Might have to be after labor day.

Director issues: (Renee/Keith, 15 min, 5 min each)

• Vote to Implement Director 6 month Review (Renee): Suggested vote to implement 6 month review of new directors to make sure Board is a good fit for both parties. - YES
• Update on potential new Board candidates (Keith/DK)
  • Betsy/Kevin: maybe
  • Cecile: interested
  • Morgan: interested
  • Nathan Albert: Renee asked and is waiting response
  • Mira asking previous floor nominations: Meghan, Susan Yeager and Sara Cornish?
  • Encourage someone of partnership to work, meaning someone that can work for their partner since it’s at least 2 shifts per month
• Updated on permanent facilitators for mtgs
• Sarah Chinn, Sarah Hughes, Emily/Meghan, Sara Cornish: Action item: Keith will send them dates

Review and approve votes (notetaker, 5 min)

Bike Rack (extra topics discussed)

• Moved to Oct mtg if not worked out before
• Hiring process:
  • Suggestion: in the future we should go back to an adhoc hiring committee which would include one person from the following groups: POP, Board and Store coordinators, who then can report back to the other parties at large
• Store Coordinator Review, SC/Board process & Liaison
• Renee wrote POP to set up review for Lauryl
• Renee will be Lauryl’s liaison until she leaves the board in Oct.

Next General Meeting is Wed, Sept. 28, 7:30-9:30pm at The Co-op. Next Board Mtg is Wed, Oct. 26, 7:30-9:30pm at the Co-op.

All are welcome. Please email board@greenehillfood.coop if you have suggestions for the agenda (work credit applies!)