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Our Board
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About our Board
The Board of Directors develops guiding policies for the Co-op, assures performance and fiscal responsibility, provides a link to members, and helps define the broader vision of the Co-op. These responsibilities are spelled out in our Policy Governance Manual.
- The Willimantic Food Co-op’s Policy Goverance Manual, click to download and view.
- Our By-Laws, click here to download and view.
From Left to Right: Nancy Ames, Kevin Donohue, Alice Rubin, Rhonda Withington, Steve Scanlon, Dan Britton, Tina Shirshac, Phoebe Godfrey, Mitch Beauregard stand-in (Romal)
Meeting Minutes
Willimantic Food Co-op
Board of Directors’ Meeting
March 11, 2010
Call to Order:
The meeting was called to order at 7:09 p.m.
In Attendance Were:
|
Alice Rubin |
* Bryan O’Hara |
* Dan Britton |
* Donna Zdanis |
* Kathleen Krider (Facilitator) |
|
* Kevin Donohue (Vibes) |
* Nancy Ames |
Phoebe Godfrey |
* Rhonda Withington (Timekeeper) |
* Shandra Craig |
|
* Steve Scanlon |
Tina Shirshac |
|
|
|
Scribe: Susan Chasin
Guests/Members: Bruce Oscar
Welcome, Check In:
Everyone was doing well.
Member Speak Out:
No one spoke out.
Approve Minutes from February 11, 2010 Board of Directors’ Meeting:
Kevin made a motion to approve the minutes from the February 11, 2010 Board of Directors’ meeting. Dan seconded the motion. It was discussed and decided that, other than removing the italicized questions/comments, the only change needed to the minutes was to correct Penny’s name. It is Penny Barton-Zuckerman. Rhonda made a motion to accept the minutes as amended; Dan seconded it. It was unanimously passed.
Results of Staff Survey:
Alice had sent an email to the Board members saying that the results would be part of her monitoring report for April. It was requested that she send the actual survey results out electronically before the next meeting.
Website in Spanish:
Alice is still working on this.
Discount for Board Member Hours:
Historically the discount for Board members has been 10% per month for as long as they are on the Board. Normally a 10% discount equals 4 hours of work. At the February meeting when the question was raised about getting an additional discount for extra hours worked, the answer was based on the assumption the extra hours were for non-Board related work. Board work is attendance at Board meetings, committee meetings and any other tasks the Board decides is necessary.
A question was asked about whether we have our discount policy in writing, especially for those who are exceptions to the normal policy. The policy is in writing and the statement that “discounts are at the discretion of the manager” deals with the exceptions. We have very few exceptions and we usually benefit from them.
One person commented that they felt Board members should get an additional discount when they do work that is time consuming. The other point made is that by doing the work, rather than hiring someone to do it, they are saving the Co-op money even if they get a larger discount.
It was felt that when you say “yes” to being on the Board, you understand what you are getting into, including the time commitment.
It was decided by the majority of members present that Board members are entitled to a 10% discount for doing Board work. If they do any member work, those hours can be put into the book for an extra discount. This policy – and expectations of time commitment — will be made clear to anyone interested in being on the Board.
During this discussion, it was determined that there are really two separate issues. One issue is the basic discount policy for working members. The other issue, which is possibly more important, is whether we should have working members at all. Most co-ops do not have working members due to liability and insurance issues. Laddie says it is a grey area. It was decided that we should try to determine just what our liability might be in regards to working members. Kathleen volunteered to talk to some people she knows who deal with volunteers. Someone will also talk with Carol, who used to work for the Labor Department.
This discussion will be continued at the April meeting after we’ve obtained more information. The comments from Laddie will be sent out and discussed.
Biographies to Becky:
The new members were reminded to get their biographies to Becky so they can be posted on the website.
Communications Committee:
There were several hits on the blog about the possibility of setting up a meat-buying club. Clarifications to the original message had to be made because of some concerns that were brought up. Those monitoring the blog were asked to keep track of how things go with it and report back.
Building Committee:
The inspection report on the building looks good. The appraisal will be done tomorrow (3/12).
Chip put together a spreadsheet of cash flow and it looks promising. We should save money if the lease on the package store continues. Without the package store, we would break even. The lease on the package store expires in 2014.
Linda cannot legally lend us money at 3.5%. The interest rate has to be 4.3% or more. Hopefully the purchase / sales agreement will happen as soon as the appraisal comes back.
Fund Raising Committee:
They are planning a silent art auction at the textile museum on May 8th and have already have received donations for it. They are planning on serving wine and cheese.
The museum is charging $300, so it was suggested they might look at using the ballroom if that is less expensive. Shandra commented that it could possibly be done online, like Community School of the Arts does theirs. She will look into how that might work.
Concern was expressed that this is a huge undertaking and there is not much time to organize it.
The Co-op needs $40,000 to $50,000 to make a down payment.
Shandra and Rhonda are creating a brochure about the building purchase and how people can make donations to help out.
Election Committee:
Bryan and Kathleen are working on a ballot to be included with the next newsletter, which has a deadline of April 12th. This will be a contested election therefore there will be no nominations allowed from the floor. Voting will be strictly by ballot. Kevin and Nancy are not seeking another term. At this time it is unknown what Phoebe plans on doing. So far there are 4 interested candidates. March 30th is the deadline for declaring candidacy. Anyone interested will need to get a short biography to Bryan, Kathleen, or Shandra before April 12th.
Bryan made a motion that a maximum of nine Board members can be elected – three per year with a three year term. Therefore in any given year, only three seats can be filled by an election. Kevin and Dan seconded the motion. It was unanimously passed.
The rest of the ballot dealt with two other issues – the purchase of the building and the meat-buying club.
It is not clear whether the building purchase needs to be put to a member vote. It was felt that even if it is not policy, having the members vote on our prior move set a precedent. Also, the by-laws speak of “democratic governance with equal voting rights among members and opportunity for participation in important decisions affecting the Co-op.” This is an important decision and it involves a lot of money. To make it happen, we need the members supporting it.
Having the members vote on a meat-buying club is another case where it is not policy but a precedent was set. Technically this is a management decision, but since it is a sensitive area it is felt it should be put to a vote.
A question was raised about whether these two issues should be on the same ballot or should we deal with them one at a time. The purchase of the building is time sensitive and needs to be decided at the annual meeting. The meat-buying club could be dealt with at a later time.
Shandra, Bryan, and Kathleen will meet to further discuss the ballot and what should be included for the annual meeting election. This discussion will continue at the next Board meeting on April 8th. At this time though, it was felt that the vote on the meat-buying club should be delayed. It would be done at a special meeting with a 30-day notice for it given.
A tentative date for the Annual Meeting is June 27th. This date will be discussed with those absent to see if there are any conflicts.
Donna, Dan, and Bryan volunteered to be on the Annual Meeting Committee.
Review Annual Calendar:
Kevin and Phoebe will work on putting together the Annual Report for the meeting.
It is time to start thinking about officers for next year. This will be determined right after the election. As of now, the treasurer and vice-president positions will be open.
B.4 Financial Condition:
This monitoring report is tabled until April. Shandra passed out a financial statement that indicated that sales are up for this year. Alice will provide more detail with her report.
B.5 Asset Protection:
For the record, we are in compliance as stated in the report prepared by Alice.
D.2 Relationships to Members:
For the record, we are in compliance as stated in the report prepared by Phoebe. In her report, Phoebe was unsure whether we were in compliance with D.2.4. It was stated that we are.
D.8 Board Committee Principles:
For the record, we are in compliance as stated in the report prepared by Kevin.
D.9 Cost of Governance:
For the record, we are in compliance as stated in the report prepared by Dan.
He questioned our compliance with 9.1.2 since we are not doing audits, but the staff survey would fulfill the requirement, so we are compliant.
The Board needs to start planning a retreat, possibly for July. It was suggested that we invite someone to give background on policy governance and how the board works. This would be helpful to all the new board members.
Store Update:
The store is doing well. The margins are great – details next month.
The consultant that was hired a year ago did help. This is reflected in the produce sales, a better understanding of the POS, and it helped reduce shrink.
The staff appreciated their bonuses and raises.
The birthday party was great.
A group of UConn students were hired by the new co-op in Hartford.
Ends Committee Review:
Dan made a motion to accept the revisions to the Ends Policies of the Policy Governance Manual as presented by Nancy. Bruce seconded the motion. It was unanimously passed.
Wrap Up and Meeting Evaluation:
It was a good meeting.
The meeting was adjourned at 8:57 p.m.
Meeting Minute Archives:
Click on a date to download a Word document of the meeting’s minutes.
Year |
Date |
| 2010 | March 2010 |
| 2009 | December 10, 2009 |
| August 20, 2009 | |
| July 09, 2009 | |
| June 14, 2009 - Annual Meeting | |
| June 11, 2009 | |
| February 11, 2009 | |
| 2008 | December 18, 2008 |
Board Bios
Board Bios
Penny Barton-Zuckerman ’13 TREASURER
pennybz@charter.net
Maria Boekels Gogarten ’13
Annie Brooks Staff Representative
abrooks118@gmail.com
TJ Butcher ’11
Kathleen Krider ’11 VICE-PRESIDENT
Matthew Kyer ’13
matthewkyer@gmail.com
Bryan O’Hara ’11
willifoodcoop@snet.net
Donna Zdanis ’12 SECRETARY
donnazdanis@hotmail.com
Rhonda Withington ‘12
rkps@juno.com
Over 25 years experience owning and operating a business. Many years being interested in natural health and alternative medicine. With many years of diverse business experience. I am grateful that we have the co-op right here in our part of the state. I look forward to working with the board and management of the co-op.
Dan Britton ‘12 PRESIDENT
danielgbritton@gmail.com
Dan has been a Co-op member since graduating from UConn in 2006. An advocate of eating well and treading lightly on the planet, Dan is grateful to have the Willimantic Food Co-op as a source of great food and community connection. Dan is a resident of Mansfield and works for a solar installation company, Sunlight Solar.
Alice Rubin, General Manager
willifoodcoop@snet.net
Alice started her career in working cooperatively as a warehouse worker and truck driver for CT Coops – a wholesaler which later merged to become part of Northeast Cooperatives. She has worked at the Willimantic Food Coop since 1984.
Shandra Craig, Assistant Manager
shandra@snet.net
Shandra has worked at the WFC since 2002. She coordinates the Co-op’s outreach events with our working members. She is the editor the Co-op’s quarterly newsletter, The Compost. She lives in Storrs with her husband, their daughter, and their cat, Gulliver.
Annie Brooks, Staff Representative
Board Goals
Goal 1: Work with GM to develop a long-term strategic development plan (3-5 years)
Goal 2: Develop and enhance Co-op linkages with community partners
Goal 3: Increase interaction, participation and involvement with membership
Goal 4: Define and promote Co-op benefits
Goal 5: Strengthen Co-op’s financial position
Get Involved with a Committee!
The Co-op needs members to serve on committees to guide the direction of our co-op. If you have skills or expertise with a particular committee and want to help make a difference or help move the coop toward the goals set by the board, call to be included in the next committee meeting. Even if you are just considering it, give a call and sit in on the next meeting. Everyone is welcomed and encouraged to participate.
| Committee | Board Goal | Mission | Coordinator |
| Finance | Goal 5: Strengthen Co-op’s financial position | Review finances with General Manager and advise Board on financial matters. |
Chip Gough 487-1445 |
| Communications and Outreach |
Goal 2: Develop and enhance Co-op linkages with community partners Goal 3: Increase interaction, participation and involvement with membership |
Communicate with members and the general public. |
Sarah Keleher 228-2117 alliswell13@sbcglobal.net |
| Downtown Fair Committee |
Goal 2: Develop and enhance Co-op linkages with community partners Goal 3: Increase interaction, participation and involvement with membership Goal 4: Define and promote Co-op benefits |
Plan, organize and run a fair in the Co-op’s parking lot. |
Kristin Fortier 860-368-1791 kristin_fortier@hotmail.com |
| Co-op Kitchen Committee | Goal 1: Work with GM to develop a long-term strategic development plan (3-5 years) | Review options for having a kitchen in the Co-op |
Kevin Donahues kcdonohue@gmail.com |
Master Calendar for the Willimantic Food Co-op Board
The Board developed the following master calendar that includes when policies need to be monitored as well as other events that occur throughout the year. All Board members should print out this master calendar for reference in monitoring and planning their work.
|
Month |
Manager Policies |
Board Policies |
Other Events |
Events for 2008-09 |
|
January |
A.1 Providing High Quality, Nutritious, Affordable Foods & Products |
D.8 Board Committee Principles |
|
|
|
February |
B.5 Asset Protection |
D.2 Relationship to Members |
1. Newsletter (early in month) |
Co-op Birthday Party |
|
March |
B.4 Financial Condition (internal) |
D.9 Cost of Governance |
|
|
|
April |
A.2 Assure the Viability of the Willimantic Food Cooperative |
D.7 Board Members’ Code of Conduct |
1. Buy envelopes and stamps |
|
|
May |
B.10 Environment |
C.4 Manager’s Annual Review (or June if Board meeting occurs prior to Annual Meeting) |
1. Mail ballots, Annual Report and |
Develop a new Board Packet and plan orientation |
|
June |
B.4 Financial Condition (internal) |
C.4 Manager’s Annual Review (or May if June Board meeting occurs after Annual Meeting) |
|
|
|
June / July |
|
|
1. Establish Board Meeting schedule |
|
|
July |
A.3 Promote the Well-Being of the Environment |
D.3 Governing Style |
1. Generate list of Board members |
Discuss and assign annual duties |
|
August |
B.2 Compensation & Benefits |
C.1 Unity of Control |
|
Form committee to develop budget for cost of governance |
|
September |
B.4 Financial Condition (internal & external) |
D.1 Board Job Description |
|
Country Fair |
|
October |
A.4 Support Cooperative Principles |
D.4 Agenda Planning |
1. Review Manager and Board goals |
|
|
November |
B.8 Customer Service & Value |
D.6 President’s Role |
|
|
|
December |
B.4 Financial Condition (internal) |
D.5 Board Process |
1. Approve staff bonuses (if Co-op |
Group forms to write Annual Report |
* Policy E Co-op Expansion Policy is only in effect when the Co-op is in an expansion project. At that time, the policy is monitored quarterly. The exact months in which the monitoring takes place is determined by when the expansion project begins. When the Co-op is not in an expansion project, the policy will remain part of the Willimantic Food Co-op Policy Governance Manual, but it will not be monitored.
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