BOD Meeting Notes 7.27.16

Board of Directors ~ July MtgWed., July 27,  7.30 - 9.30 pm The Co-op: 18 Putnam Ave, Brooklyn

Facilitator:  DK Note-taker: Jeannie

Note-takers - please see link to secretary responsibilities.

Timekeeper: Glen   Directors Present: Jeannie, Keith, Christina Directors Absent: Renée

Others in attendance: Shannon Sodano, Jill Hoffman, Lena Greenberg (PSFC), H. Leigh Brown (PSFC), Angelica Falcinelli, Karen Haskins, Steve Russo, Glenn Brill, Kelsy Chauvin, Bianca Orlando, Sam Marks, Wendy Gleisor, DK Holland, Glen, Rachel Porter (PSFC), Kathy Mariao (PSFC), Lauryl Berger-Chun, Sylvianne Lagueux Tremblay

Approve Minutes (1 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  (5 min)

JUNE’S GROSS SALES (30 days)

Total	$52,532.92
GROSS MARGIN*	$13,040.51

JULY’S GROSS SALES (24 days)

Total	$38,312.10
GROSS MARGIN*	$9170.28

SALES YEAR TO DATE (205 days)

Total	$347,538.52
GROSS MARGIN*	$83,793.86

*Note: Gross Margin is Sales minus Cost of Goods. This figure does not include cost of spoilage.

• As of July 24, 2016 weekly sales is slightly DOWN compared to June’s.

• JUNE’s Weekly average sales = $12,257.63

• Total Transactions (30 days) = 1314

• Average Check= $39.05

• JULY’s average weekly sales =  $10,926.37

• Total Transactions (24 days) =1050

• Average Check= $34.69

• June Active membership was: Up. We saw a net member change of +18. Of those, 13 are new members. 7 of those new members were previously trial members. This takes into account new memberships, reactivations, leave, cancelations and PSFC workers. This big increase can be directly attributed to the Open House offer on June 11 in which we waived the $25 admin fee for all new memberships. 48 trial members joined (down from 51 in May).

• Analysis: Seeing some of the summer slump, as weekly sales are down by about $2k/week. Interesting to note that the number of shoppers has not lowered much but the weekly basket has--why?  Note that one of the weekends was a holiday weekend and those are always hard for us, due to folks going out of town.

Store Coordinator check-in (Lauryl, 15 min)

• General updates:
• Transitioning three new coordinators from independent contractor to employee status

• 3 new store coordinators (Sylviann,  Shannon, Angelica)
• More accuracy, flow up Cash Flow,
• Past 4 weeks $1600 in net revenue
• Spoilage has been down
• Next Steps: Finance to investigate feasibility

• Coordinators are present for shopping hours.
• Increased Security measures and discussion, is locking cash drawers enough, are other measures needed

Financial Analysis (Finance, 30 min)

• Account Balance / Money in the Bank = $27,640  
  • At least $9,457 belongs to member investments (need to verify)
  • $10,000 belongs to PSFC Loan
  • $8,183 is what we have left
  • Our financial goal is to pay our loans off
  • Accounting sales YTD = $350,000 approximately
  • We are making some progress
  • We need to make an analysis to understand
  • PSFC willing to meet with finance people to figure out how to handle the finance
  • We need to a physical inventory count to get a true account by September 30th
    • Park Slope can help us do this properly
    • Point person needs to count these items

• NOTE: Renee wrote to Susan about this who headed the inventory last year.

• Are we fiscally able to handle a move? (*This did not get disscussed)
  • Assessment of moving costs needs to be worked on. At the end of July, Darrell will be in California for the next 6 weeks. He is unable to project manage this. Need someone to help. Renee suggestion: Pablo??? Or Cale or what about rest of DB team?
  • Most of our equity is within the four walls of the store. We cannot touch the bank money as the reserve cash needs to be allocated towards taxes and other continuing bills.
• Update on projects on hold due to finances and lease situation:
  • Proposed projects to be put on hold until we are in better financial standing
    • childcare (i’ve notified them of our situation but haven’t heard back)
    • alcohol license - Keith has a copy, sent it, and it got bounced back.
    • installation of fridges (sold both)
    • dire need redemptions (if agreed we need to remove this option from the investment letter that goes out to exiting members).
  • Proposed items that Finance will still pay for:
    • taxes/bookkeeper
    • loan repayments
    • asst store coordinators

Updates/Discussion on Lease Termination (All, 40 min). If not able to be present, pls provide the update in writing next to your name/section.

• Dahlia & Keith (Lease liaison): point of contract update, do we have to move?
  • From Dahlia after the mtg:  Keysha said she was not at liberty to discuss if the building was being sold. Her stance is we can ask for the proof of contract all we want but she doesn't necessarily need to provide it. I told her, that her sister and mom are saying they just need more rent and they aren't selling the place, but she wouldn't say if that was correct. She did say she could provide more time, but when I asked outright if we found a way to pay more in rent if we could stay she said that's not the case. I left it at that we definitely need more time and our stance is until we see the proof of contract we're not going to honor the clause of the lease. She doesn't agree with that (something we could discuss with a lawyer?) but if we tell her how much longer we need, she'll provide more time. I still don't believe they actually have sold the building, but she seems to be holding strong that our lease will be terminated.
  • Contrary to above statement: Keysha has told Keith that she will present a contract of sale.
  • As understood, the Collymores believe they can evict us although we have a legally binding lease for the next 5 years.
  • Each lot is privately owned. The backyard lot contract deal is dead.
  • We have determined that the Collymores are not selling
  • Glen - there is always a possibility that the Collymores could sell any day/ develop a contigency plan.
  • ACTION: Keith is drafting a letter in response by Friday to ensure that we made a formal response to their letter.
  • ACTION: Create a small group to investigate the viability of all questions we need to answer. People to stay after meeting if they want to help.
• Keith (Relocation team):  relocation leads/updates
• Jeannie (Feasibility team):  Update on feasibility of move if not addressed above.
  • Design Build & Finance should be working on the details
• Renee (Legal):  here’s a detailed list of what work I’ve been doing:

• Suggestions from Paula (596 acres): reach out to *Urban Justice Center or Brooklyn Legal Services Corporation A. Tell them you are looking for representation in a commercial holdover eviction case likely to begin in October.
  • *UJC: sent email, wed 7/13. no response; Karen Haskins from Co-op connected us with Melissa Risser from UJC, Renee and finance filling out intake and submitting this week.
  • NO: Brookly Legal Services Corp: Called, said if commercial need to obtain a private attorney.
  • If you can't get free help from a provider that is funded to represent groups like the Coop, we can make a referral to my private practice, Mohen & Segal LLP, and discuss a fee structure.

• Joe (PSFC)and several others: NY lawyers alliance, Neil Stevenson, pro bono legal work, helped Calabash Co-op:
  • Spoke with Neil week of 7/11, suggested we work with *NY lawyers for the public interest:nylpi.org as they are pro bono
    • spoke with asst Heidi on 7.17.  They work with volunteer lawyers on a pro bono basis.  Can’t guarantee representation.  Will get back to me with more info (after reviewing docs) very soon.

• Update 7/25: haven’t received any more info from them despite several calls

• Jess Levy (co-op member):  provided 3 leads from a legal listserve inquiry she’s on:
  • Legal Aid has a community development project.  You can reach out to the supervisor Shervon Small at: SSmall@legal-aid.org (have not called)
  • *CUNY Law School, in partnership with the City Bar, has a new law firm that helps small businesses and quite possibly assistance with commercial lease provisions. low cost service, but not free.  free consultation, $100/hr give advice on what we can do to keep costs down.
    • general civil law help moderate small biz’s, try to be affordable; flat fees when possible could do retainer of looking at lease $300- $500; and then 2nd re: how negotiate, initial retainer then move to hourly or renew retainer
  • John Maher: I do commercial lease disputes, Yellowstone injunctions and related work. I Am also a member of my local food coop and shop at the E 3rd St Food Coop. I would do a free consult for a food coop. John Maher 646 675 8909 (sounds like he would charge us- so not following through).
• Michael Manzi <MManzi@balberpickard.com> via Steve Russo has given us the following advise: “Please urge them to move quickly on the legal front.  It might not be an “eviction” notice but it’s just as bad.  Once a lease terminates by notice, which is the situation here, it cannot be revived.  They need to go to court asap to get a “Yellowstone injunction”  to stop the termination of the lease. If the lease contains a provision giving the landlord the right to terminate in the event of a sale of the building, they’re screwed, unless the landlord has strictly complied with the terms of the provision.  Otherwise, a landlord may not terminate just because he’s selling the building.
• Chad Donnick (co-op member): Reached out to an attorney friend who was kind enough to look through our lease documents.
  • He made note that our lease does not contain a popular provision in NYC lease agreements which allows landlords to dramatically increase rent (upwards of 200%) if we stay past our end date.
  • He noted that there is a provision that if we do fight the eviction in legal proceedings and lose we would be liable to pay all of the Collymore’s court costs.
  • One tactic he suggests stems from the lease extension section #6 which says “upon entering into a Purchase Sales Agreement landlord shall have the right to terminate…”. He suggested drafting a letter from the board requesting evidence of the PSA. This would either “call their bluff” or at the very least (if they do produce a PSA), “reset the clock” on the termination notice (so to speak).
  • Also suggested Lawyers Alliance for NY as the best nonprofit for nonprofits in NYC. http://www.lany.org/   
  • As a side, he asked if I watched Broad City. I told him the “co-op” episode was at our co-op and he of course had no idea and thought that was neat. Made me realize that we don’t do enough promotion of that. We should really highlight that on our website.   

• SUMMARY:  I would like to see if we can get pro bono work either with UJC or NY Lawyers for the Public interest. If not CUNY provides a VERY affordable legal rep option.

• DK/Willow (PR): Update on non member PR, when will something go out and how? Prepare statements for all situations.

• What next?

Confirmation of Revised Director and Officer Roles on website: (All, 10 min)

Given the new make up the Board of Directors, the official Director/Officer roles should also reflect the recent changes.  Unfortunately this wasn’t reviewed back in Feb and we need to update the website with revised roles.  The minor revised changes reflect the more horizontal Board structure.  Just need Board to approve or amend.

Directors’ Roles

• Liaise with committees
• Attend the 12 monthly Board Meetings per the bylaws*
• Shop at the Co-op
• Be active via email and various projects, as needed
• Remove themselves as chair or key member of any committee, focusing on the Directors role is priority
• Set agenda for Board Meetings, facilitate and serve as notetaker on a rotating basis

President Role

• Participate in all Director roles
• Sign off on legal documents
• Ensure that the board fulfills its commitments to the membership

Vice President Role

• Participate in all Director roles
• Take over President’s role in absence of the President
• Support the President in his/her duties

Treasurer Role

• Present finance report at monthly General Meetings
• Ensure that the Finance Committee is maintaining bills, payroll and taxes and complying with state regulations

Secretary Role

• Ensure that minutes are taken at Board Meetings, by rotating secretaries
• Post minutes on website, if rotating secretary does not

VOTE: 3 Yes  0 No

Christina will submit this to Governance to update the website.

Review and approve votes (notetaker, 5 min)

Bike Rack (extra topics discussed)

• ACTION:  Jeannie to scan legal documents to lease document folder

• Need to add a Fifth member to the board (Jermiah & Jerylin are possibilities)

Next Board Mtg is Wed, Aug. 24, 7:30-9:30pm at the Co-op.

Next General Meeting is Wed, Sept.  28  - 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!)