PNFC REGULAR BOARD MEETING

September 4, 2015  (moved from August 27 for lack of quorum)
PNFC Upstairs Meeting Room     6:05 - 8:13 pm
Facilitator: President John LePouvoir
Note-Taker:  Ruthie Loeffelbein
Present:  John LePouvoir, Brad Salmon, Karen Wolfenden, Robynn Paxton Katz, Ruthie Loeffelbein
Absent: Pam Roberts

John called the meeting to order at 6:05.

1.  
HOLIDAY BAZAAR —  Karen asked Brad about PNFC participating again this year, with Cedar Springs Waldorf School.  It would involve some staff time for food service. Brad responded positively upon learning that it will not lose money.

2.  
MINUTES of JULY 27, 2015 recorded that our 4th Quarter showed a profit, but Brad has discovered that there was actually nearly a $25,000 loss.  Karen moved acceptance of the July 27 minutes, with a note added of that discovery.  Seconded by Robyn; passed unanimously.                                                    ATTACHED


3.  
NEW OWNERS  #1374 - 1499 were accepted by Ruthie’s motion, Robyn's second, and a unanimous vote.

4.  DIRECTOR RESIGNATION     Robynn moved to accept Todd Grosby's resignation by e-mail letter of Tuesday, August 18, 2015.  Second by Karen; unanimous passage.                                        ATTACHED

5.  APPOINTMENT OF DOUG SPEAKMAN to Board of Directors      In Doug's unexpected absence, we agreed to defer this action until he is present.

6.  DOCUMENTATION OF BRAD'S HIRING AS PNFC GM     A record of Board action is already in our corporate binder, but we agreed to follow-up with a contract.

7.  LOANS with LEAF      All is ready for completion and implementation as soon as Pam returns and can sign her loan paper.

We discussed the matter of some Directors feeling “pushed” to make a loan to or for PNFC, because they are Directors.  We all agreed that PNFC's Directors are not picked, appointed, elected for their ability to donate or attract money, but for their willingness to work together for the good of the whole Co-op, representing the Owners and supervising and supporting the GM.

8.    
CHANGE IN OWNER PAYMENT PLAN     We're thinking of a one-year pay-off period, for Owners joining after this plan is started.

a.  As we encourage current Owners to fully pay-off their commitment, we want to give some reward for early or accelerated pay-offs, without using unsustainable discounts.

b.  Possibilities  for the near future:
                

MINUTES  PNFC BoD,  9/4/15                                                        PAGE TWO


9.  
ELECTIONS,  PROCESS,  ANNUAL MEETING    Annual Meeting set for November 7, Saturday, upstairs at the Co-op.  Times: 12 noon for potluck lunch – including something from the deli (soup?)  and 1 pm for the meeting.  John will confer with Pam about nominations, election, terms, etc.

Questions arose about how to connect with Owners – about the Annual Meeting, about fundraising and investment pay-offs, about us finding out what Owners want.

10.    
MONTHLY GM REPORT     mailed ahead of meeting                                            ATTACHED                                                               
Highlights include an analysis of needed improvements to our POS system to maintain PCI Compliance (security) and a SWOT analysis (Strengths, Weaknesses, Opportunities, Threats).

Brad is working on plans for a store re-set, which should bring positive  changes and may cost a minimum of $30,000.

11.  
BOARD CALENDAR

        


12.  Adjournment        Robynn moved adjournment at 8:13; Karen seconded.