Board of Directors (BOD) Working Session 12.03.13

Attendees:Renee Bergan Nick Collins Lawrence Eichorn DK Holland (by phone) Sean Mullane Christine Travers Michael Randazzo

Facilitator: Christine Note-taker: Michael

------------------------------------------------------------------------------------------------------------------ (1) Finance Report, Sean • Finance has set up a binder in the Store for any member-owner to look at. The binder will contain the latest financial information, such as: this report; weekly, monthly, annual and year-to-date sales (soon); and, eventually, the Co-op quarterly financial reports: income statements and balance sheets. GHFC could also place the Board Minutes in this binder (from the General Meetings and the Board Work Meetings). The general consensus is that the Minutes posted to the Web Site should not have Co-op financial data (as a safety precaution), but that the full Minutes with financial data will be available in the Store. The binder is labeled "Greene Hill Food Co-op: Meeting Minutes and Financial Reports."

(2) Cash Management Problems in the Store, Sean (a) From November 23 to 25, and overall: • Issue: Procedure is $$ from cashiers is inserted into lock box in unlocked cabinet in the office area. All small bills in a combo locker; each cashier puts $$ in a separate envelope and put into “cash box” • Incident: on 11/23 Kate looked at cashier reports; tallied the cash ($600) put in an envelope, put in the box. On 11/25 Sean looked in combo locker envelope/cash was gone. • Sean believes that this was an oversight/lack of security protocol.

(b) Proposed solutions: • Possible we’ve lost more; we haven’t been tracking GHFC cash. • Cash should leave the store on the day that it’s collected (is this documented?). • Any cash counting should be verified by a second counter. • Suggestion: Designate GHFC member on M/W/Sa to count out cash, fill out oversight forms and ensure that deposits are made on the day of the cash collection.

(c) Approval of solutions by the Board: • Lawrence – supports FC recommendations; this shouldn’t be a discussion point for the GM; DK agrees. • Christine: what’s Kate’s stance? • Sean – board subcommittee of Christine + Lawrence to oversee new procedures.

(3) Returning ex-member equity investments, Sean (a) Board to decide in January whether to lift moratorium on processing redemptions, • Don’t want overhang of member equity; recommend payout of 10 members a month. • Don’t pay out more than you take in. Would like at least a 6-month payout period; Christine agrees • Lawrence – locking up the equity so that GHFC can still function.

(b) How to help ex-members experiencing a “cash crunch” • Looks like there are only 2 - 3 folks who need an exception to the investment moratorium. Nick and Sean will determine who gets what when. • Priority is communication about payout situation is/when people can expect their $$. • Lawrence: agrees to wait until January; suggests 10 refunds a month on first in/first out basis. Budget for 5 extra payouts for emergencies.

(4) Refrigeration, with Jeanne of Design/Build • Jeanne; has one firm install bid ($4K) and will get at least one more and perhaps two • Jeanne will speak w/ Dahlia about specific options • Installers would prefer to have compressors on the roof + that’s the typical arrangement • Structural integrity of roof is a (minor?) concern + aesthetics • Vibrations are a significant concern; again; roof usual option b/c the compressors are rigged to hook up to an I-beam • Lawrence, if you put dunnage beams on the roof likely need to file for a permit (who’s responsible for filing?) • Jeanne – will send an email to Dahlia; ask her to discuss w/landlord about putting compressors on roof • Sean will get a friend to price out materials and labor for I-beam dunnage on roof. • Timeline is January at the earliest • Sean do not want to pull from capital reserves to pay for refrigeration install.

(5) Update on member loans for fridge installation • Christine looking to finalize terms for final loan document • Lawrence: looks like install is approximately $10K; enough to cover all contingencies.

(6) NYS Department of Agriculture: Upcoming Visit, Sean: (a) Board will take charge of cleaning the Store on 12/8 before NY Dept. of Agriculture inspection (NY State is already in the process of shutting us down due to 3 failed inspections) • Clean-up will be from 11 – 3pm; DK (1pm) Sean (w/3 mops), and Christine will be there • Cannot fail inspection again. 3 critical deficiencies will mean a shutdown. • Sean will pay the $600 from the failed summer inspection

(b) Renee – bring the maintenance shift back • Nick – hasn’t functioned well in the past. Lawrence schedule cleaning during receiving shifts? • Look to create a focus on cleaning; is this a crew or a receiving responsibility? • Way to keep members busy. • Nick: set up a motivated team w/a set shift; dates are Mondays after store closes. • Renee and Nick will determine/work w/Allison.

(7) Real Estate Risk, Sean Tabling for next meeting; DK has an in-depth file on this. (a) Sean explains potentially high medium-term risk to Greene Hill of rising real estate values (which are accelerating upward), as compared to much lower risk facing the Park Slope Food Co-op formed 2-years before New York City’s 1975 fiscal crisis (b) Sean recommends Board delegate a subcommittee to look at risk to Co-op (losing our lease, having building sold out from under us, etc.) to report back to Board in March 2014

(8) Press discussion • DK: article about GHFC discussion about coop growth; emphasize that we want to grow. DK will talk tomorrow; • Important to have other members to be part of outreach / all should be conscious of the importance of positive publicity. • DK: people should be prepped in advance of any press contact.

(9) Update on Committee Quarterly Reporting Form, Christina, Giselle’s update form; questions of committee liaisons • Christine: work with Cosmo on forms; got a form done but clarity of process is issue? • Giselle’s notes – need to point out actions, more about the take-aways. Highlight/prioritize actions. • Planning to start January with new process; discuss at GM

(10) GM Prep Food Justice Project Upshift Open shopping day Motion to Increase Number of Board Members Approve Board Bylaws Refrigeration Elect officers – President, Vice-President, Treasurer and Secretary