VFC20070314minutesdraft.txt Vancouver Food Co-op Board Meeting Wednesday, March 14th, 2007 @ 18:00pm 317 Columbia Street ATTENDING Sunrise O'Mahoney, interim chair-Facilitator Lori Loranger, interim board member Sharon Kulish-Bayles, interim treasurer Rory Bowman, interim secretary Kate Wallis, interim board member Merritt Hitzeman-Anzjon, interim board member PRELIMINARIES 18:05 Call to Order, introduce board and guests 18:05 Public Questions, possible agenda additions 18:07 Approve Minutes from last meeting with unanimous vote against memberships and Sunrise's revised timeline 18:08 Finalize Agenda 18:08 Email voteÑconfirmation on hiring Laddie to review our member share program paperwork. All in favor REPORTS 18:09 Treasurer's Report (Sharon): $765.14 current balance 18:10 Outreach and Fundraising Committee (Merritt) next meets: March 28th, 2007 at Cover to Cover - Nothing yet on logo contest - Lots of new names have been added to the email lists following the two February events; approx 50-60 new names. - There were approx 70 ppl, not including farmers at the CSA event, and a ÒfairÓ turnout at Clark Colleges Vendor Fair. - We decided on dates for the logo contest and looked into the wording. Board makes final decision. - Fundraising committee will probably need its own coordinator. Merritt is over booked as it is and is fine with running meetings but will need help with someone to take over the coordination of events/fundraisers. 18:12 Grant Committee (Kate) next meets: April 2nd, 2007 5:30pm at Wallis Engineering - Timeline underway, begun at last minute: we now have the DUNS number - Grant application invitation not received by email, grant due April 13 - Review the federal grant application for matching funds - We will be meeting at Wallis Engineering as we need internet access and a large table - We are currently applying for the federal grant - last meeting was spent assigning first steps and a rough timeline for the next month. 18:19 Financial Committee (Sharon) next meets: Tue 3apr07 @ 17:30, Java House - Darla Thomas CPA joined us and is willing to help with committee, using QuickBooks - Bank shopping update: Bank of Clark County selected over US Bank, Shore Bank Pacific, Columbia CU. Will look at Shore Bank at $50,000 - Chart of accounts from cooperative grocers looks good to Darla - Will need to file IRS form 1120 for 2006 since we incorporated in 2006 - Timeline adjusted, details by email for timeline meeting next month 18:23 Technical committee (Rory) next meets: - Current consolidation process and progress, including usernames/passwords - VancouverFood.org email accounts and technical training in mail/blog - Plan for phase-out of old parts (such as Google groups) - Moving as much as possible to Yahoo Groups: vancouverfood and vfcprivate ONGOING BUSINESS 18:34 Bylaws (Rory and Lori): - Please review new bylaws drafted by Lori and Rory - Bylaws review will have a separate meeting 18:35 Business Plan (Lori): - Executive summary passed around for feedback - Especially liked Food Front brochure as wholesome and approachable - Most important pieces will be financial pro formas and board resumes - Advisory committee and other principal folks also important - Rory will configure password-protected tertiary domain at http://bizplan.vancouverfood.org 18:41 Initial member loan questions (Merritt) - People with money are not as as concerned as we thought - Interest, length of loan, how money insured, what banks? NEW BUSINESS 18:55 Vendor fill feedback (Lori) - Lori is meeting with Gary from Food Front at the end of the month, does anyone have any questions? - Can vendors provide store fixtures such as standing coolers, signage with logos - Questions about using local farmers, sample contracts and operations manuals - 18: Membership brochure (Sunrise, Sharon and Cathy St. Claire) - Updated the "old" brochure (publisher version) with new contact information - website, phone numbers. - We also did a Word version for quick prints on home printers as needed. This version has all the elements of the publisher version, but will need to have the various elements arranged appropriately for printing. - Have not started working on a new version with membership information. Cathy St Claire is willing to work on this if we want. - She gave me the names of two sites for photos and graphics that are very inexpensive. They are dreamstime.com and Istockphoto.com. 18:46 Membership/share update - Laddie has agreed to review our share paperwork - He sent us a template for the share agreement that members will need to signÑwho is going to fill this out? - CPA Darla Thomas suggested gathering SSN or tax ID numbers from everyone who buys a share 18:48 Annual report to WA State (incorporation) due by end of month - Rory has addresses for everyone, Sharon shall be vice president 18:49 Feasibility report: - After reading SunriseÕs report from her conference call with Bill Gessner, how do we want to proceed? - NWCDC will be making changes at no additional charge by end of March - Total startup cost will still be approximately $950,000 and NWCDC will adjust numbers - Five year financial pro-forma will be needed, approximate cost up to $3500 - Pete Davis does market location stuff, suggested Bill Gessner for other stuff - Bill Gessner's web site discusses expertise: member loan agreements, etc - Membership drive money would pay for these additional parts - Sunrise's recommendation is to say yes, have Gessner do five-year pro-formas - Will revisit this next board meeting 19:12 Clarify vote on SEC filing decision - There were some questions as to exactly what we would vote on - (1) Ignore SEC issues entirely with neither filing nor review - (2) Pay Laddie approx $2000 to file exemption - (3) Pay Laddie approx $2000 to make sure we do NOT need to file exemption ACTION ITEMS 19:25 Action Items to Complete by April 2007 - Set up interim accounting system with chart of accounts - FC Sharon - Seek letters of support for web page, grants, etcetera- GC Kate - Clarify costs associated with online payments for memberships -TC Rory - Follow feasibility study mix of member shares, loans, - Collect operations, membership and personnel manuals from other co-ops: these will be resources for management-Board member - Recordkeeping for member shares and information-FC and TC - Quarterly update of timeline for next twelve months-Board 19:38 Adjourned. NEXT MEETING WED 6pm April 11th, 2007 -----------------------------14468868831870507600608124767 Content-Disposition: form-data; name="userfile"; filename="VFC20070411boardminutesDRAFT.txt" Content-Type: text/plain VFC 2007-04-11 Board Minutes DRAFT Vancouver Food Co-op Board Meeting 6pm 11 April 2007 @ 317 Columbia Street DRAFT MINUTES BY RORY BOWMAN ATTENDING Sunrise O'Mahoney, interim chair-Facilitator Lori Loranger, interim board member Sharon Kulish-Bayles, interim treasurer Rory Bowman, interim secretary Kate Wallis, interim board member Merritt Hitzeman-Anzjon, interim board member Lynn Holland, guest ABSENT Merritt Hitzeman-Anzjon, interim board member PRELIMINARIES 18:12 Call to Order, introduction of Lynn Holland 18:13 Lynn Holland sustainability and packaging expert 18:15 Minutes approved, noting Merritt's presence 18:17 Agenda finalized 18:17 Email voteÑnone at this time REPORTS 18:18 Treasurer's Report (Sharon): $765.14 current balance 18:18 Outreach and Fundraising Committee (Merritt) next meets: March 28th, 2007 - New volunteer Laura Lang will do marketing - FarmerÕs Market tabling on its way. Goal to have VFM at least monthly - Friends of Clark County has evening Earth Day fora: Sunrise to speak on sustainability and food 18apr07 - So far only two submissions from logo contest - Still looking for outreach coordinator - Still discussing whether to focus on wearable promotion or larger scale and membership drive 18:18 Grant Committee (Kate) next meets: May 7th, 5:30-6:30 at Cover-to-Cover - NWCDC is apparently not our umbrella for 501(c)3 so Columbia Foundation grant is out - Land-O-Lakes may or may not require 501(c)3 status - Still compiling list of local foundations and template letter of interest (LOI) - Researching Burgerville and Community Block Grants - Still watching for small grants such as Zoom Care Zoom Grant (applied for already) - Currently researching large successful co-ops in the state of WA to contact and ask for funding. 18:20 Financial Committee (Sharon) next meets: - Will be submitting taxes for 2006 and are already late (March 15) - Startup costs up to $50,000 are expensable, so do we want to capitalize costs of feasibility study - Board sends decision to financial committee - Who do we want to have as signers on checking account: unanimous for two - Chair and Treasurer will be the signers 18:25 Technical committee (Rory) not scheduled to meet - Heather is taking an indefinite break from technical committee - Databases are on the VFCBoardPrivate Yahoo group, please use them - Please "cc" any crucial emails to SKB at Frito Lay (firewall stops other) - Google group for Buyer's Club will remain, others to be folded into public Yahoo group 18:30 Report on Food Co-op Conference call (Lori and Sunrise): Details in agenda ONGOING BUSINESS 18:35 Business Plan (Sunrise): Linda has info, awaiting info from 18:36 Bylaws (Rory and Lori): Steering committee met on 3 April, new draft online and with Laddie 18:39 Vendor fill report (Lori): details in agenda for those interested 18:40 SEC update tabled until more information from another attorney in Wisconsin 18:40 Feasibility report: General consensus to hire Bill Gestner if money at juncture NEW BUSINESS 18:42 Quarterly Update of Timeline - Board, Outreach and Financial shifted on current timeline - Grant Committee too fluid, will not be included in general timeline - Merritt has more details - Rory will put tech committee timelines on VFCBoardPrivate Group - Rory will meet with Kate to explain online database of timeline - Committees shall update own timelines quarterly and report before board meeting ACTION ITEMS 19:27 Committees Please Complete Timelines through Dec07 Goal is to have timeline for next six months 19:31 Public questions if necessary 19:32 Adjourned NEXT MEETING WED 6pm May 9th, 2007 -----------------------------14468868831870507600608124767 Content-Disposition: form-data; name="userfile"; filename="" Content-Type: application/octet-stream