Agenda & Minutes - Jan 26

PROPOSED AGENDA - Monday, January 26, 2015, 6:30pm at the Co-op Store

1.    Budget Overview
2.    Member/Owner Structure (evaluate options / decide)
3.    Bank Account - EIN status; signatories (2 needed, must vote on this)

MINUTES OF Jan 21, 2015 MEETING:                


   (Finance, Membership, Promotion, Product Development, Retail Store )

1.  Member Launch Community Meeting, Feb. 17, 6pm at Community Center

1.    Mission/Vision Clarification
2.    Board Strengths Training - (Initiative Foundation )
3.    Policies

NEXT MEETING:  Monday, Feb. 2, 2015, 6:30pm

ADJOURN (by 7:30pm at the latest)

MISSION: To provide access to local, sustainable and healthy food and products.
Incorporating Board of Directors:
__x__ Jason Baca
__x__ Vanessa Bye
__x__ Geoff Davidge, VP
__x__ John Ehlert
__x__ Dan Kayser
__x__ Kim Larson
__x__ John Plein, president
__x__ Eleanor Rice
__x__ Dan Yavner, treasurer
__¬x__ Barb Mann, Co-op Coordinator /secretary

Guest:  Mary Plein

MINUTES - Monday, January 26, 2015, 6:30pm at the Co-op Store
Welcome - meeting convened 6:36pm

1.    Budget Overview (Dan Y) - based on what is presented by Steering Cmte, many assmptions that make it difficult to determine at this point on how to proceed. May need to evaluate with attny and corporate structure match.   Member structure determination will be helpful.  Class A vs Class B stock needs clarification.  Much discussion on particulars with projected expenditures and revenues.  Decided to establish and activate a working.

NOTED:  Dan Y needs to resign from treasurer position due to schedule and need for someone able to be more present. John P could take treasurer position, if someone else take Pres. position.  Table for the moment.
Finance Task Group to flesh out particulars: Geoff Davidge, Jason Baca, Ron Kidder
NOTED: Mick Justin, CPA in Pequot Lakes, agreed to consult with group and will be a good resource.

POINTS for consideration: rent structure, utilities costs, fundraising, loans, grants, crowd funding, member/owner structure / goals

2.    Member/Owner Structure
Options presented in chart format, thanks to research by ER.
DISCUSSION:  Clarification of Class A stock -own a piece of co-op/joining stock, Class B stock – retained equity towards capital/co-op can use to run the co-op.  Possiblility of profit share per board decision. retained equity - allocated according to patronage.  20% cash refund on patronage profits per IRS. can be in store credit. Reviewed options. Seek donations beyond memberships, sell ads for signs in store,  membership not likely to get us what we need to open Spring/Summer 2015.  Maybe include option of $25 donation towards effort? $100 initial member/owner fee - buying into the vision.

M- JB, to establish a $100 member/owner fee, 2nd – DK
Discussion – further clarification on specifics.  One person/household gets one vote with one share of Class A. May eventually have surplus net profit that is not needed to put back into store operations. non-member patronage generates biggest earnings.  
Friendly amendment to the motion by DY:  add “for the purchase of one share Class A Stock”. Amendment  accepted by JB. Motion reads:  to establish a $100 member/owner fee for the purchase of one share Class A Stock.  NOTED: payment plan acceptable over 4 months; discounts to be determined at a later time.  MOTION PASSED.

GD paid first member/owner fee. cash pd. $100.  Additional Board member/owner fees to be contributed/paid next meeting.
Could use $ to print Member brochure, application materials, member card - Mary Plein, Kim Larson agreed to serve on this Promotion/Member Task Group.  BM seeking additional volunteers to work with this group.  VB will work with social media - facebook, updates to web site.  JE has written a press release to work from for submission to area papers. The Promotion/Member Task Group will work on this.

Member Launch meeting set for Feb. 17, 2015 at the Jan. 16 Community Meeting has been pushed to March. It was noted that once member materials, application, member card are in place by Feb. 17, member recruitment can begin and still do the community member launch event in March. Suggested to include a presentation of co-op definition, vision/dream for IGM and member / owner structure.  VB agreed to work on agenda for this event.

3.    Bank Account - EIN status; signatories (2 needed, must vote on this)-Vanessa reported –application process more involved than initially thought.  She'll talk with Mick Justin to determine EIN set up.  Once this is done, can set up bank account.  VB offered to serve as Treasurer.
Motion by DY to open a banking relationship with Mid Minnesota Federal Credit Union including a checking account (Pequot Lakes branch), 2nd - JB, discussion – MOTION PASSED.

Motion by JB to accept resignation of Dan Yavner as treasurer. 2nd -DK. No discussion. MOTION PASSED
Motion by JB to accept Vanessa Bye to serve as treasurer. 2nd - DK. No discussion. MOTION PASSED.
Motion by ER to designate Vanessa Bye and John Plein as signatories on bank account. 2nd-JB. No discussion. MOTION PASSED.

POS system - there is one here, new one approximately $10,000-12,000.  Kim Larson can help review what we have per manual and start that process.  May have other resources to access.  If could be upgraded, may be much less than a new system.

MINUTES OF Jan 21, 2015 MEETING:    
Motion by GD to approve January 21, 2015 minutes as presented, 2nd -VB, No discussion. MOTION PASSED.        
   (Finance, Membership, Promotion, Product Development, Retail Store )
BM suggested structure to have task groups work between Board meetings and also allow Board members to have less formal discussions/education on issues, and hold official Board Meetings for business, twice a month, accepting reports from Task Groups to facilitate decision making.  All supported this process for operating.

Finance Task Group- meet at 5:30pm, Feb. 2 prior to next Board meeting set for Feb 2, 6:30pm. Group includes:  Jason Baca, Vanessa Bye, Geoff Davidge, Ron Kidder
Promotion/Member Task Group – meet Wednesday, Jan. 28, 5:30pm. Group includes: Kim Larson, Mary Plein and hopefully a few others being recruited by BM.

NEXT BOARD MEETING: Monday, Feb. 2, 6:30pm at the store.  (task groups will meet/work the week of Feb 9)

Move to adjourn DY, MOTION PASSED.

Adjourned: 8:06pm

Respectfully submitted: Barb Mann, secretary/Co-op Coordinator


1.    Mission/Vision Clarification
2.    Board Strengths Training - (Initiative Foundation )
3.    Policies



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