Vancouver Food Cooperative Board Meeting
Wednesday, January 9th, 2007 @ 6:05-7:40pm
Vancouver Marketplace Atrium, 200 West Evergreen Blvd, 98660
DRAFT Minutes by Rory Bowman, NOT YET APPROVED


6:00 Attending

 Board: Sunrise O'Mahoney, Lori Loranger, Sharon Kulsih-Bayles, Rory Bowman
 Owners: Laura Lang, Glenna Bowman, Arnie Dyer, Rustin Brewer, Mike Pence, Anja Larson
 Absent: Kate Wallis has resigned from the board, effective December 21, 2007

6:05 Call to Order; review and modify Agenda; Unanimous approval of October Notes, December Minutes. 

6:10 Officer Reports

PRESIDENT: Participated in 2 trainings concerning the pro forma/feasibility study with Bill Gessner—sent out the first rough draft to the board. Gathered data for the feasibility study. Contacted attorneys to get quotes for legal review of by laws. Attended outreach meeting. Planning the 2nd Annual Meet the Farmer's night in January. Worked on bylaws and election details. Got caught up from month's absence.

VICE PRESIDENT: Wrote agenda and facilitated December board meeting. Researched WA law and consulted co-op experts to determine which controlling documents we should be following. Finished draft bylaws and presented to full board. Filed FC500 monthly report. Participated in meeting with Pete Davis regarding the Market Study. Participated in FC500 monthly phone conference. Participated in online discussion and physical work session/discussion with full board. Was contacted by Stuart Reid (FC500) regarding the availability of new grant funds, and brought this to the attention of the other board members

SECRETARY: No offical filings. Rory shall have the form to mail once amended Articles of Incorporation are approved.

TREASURER: As of December 31 there were 112 Members, with four more since then. 129 shares = $20,379. Quickbooks entry is complete for 2007 and CPA Chuck Powers will help with taxes by March 15th


6:17 Committee Reports

Outreach Committee Report (SO): Next meets Jan 23rd, 6-7:30pm, location TBA
 - December mtg. cancelled due to the holidays.
 - Next potluck is January 18, Heather Lehman sponsors movie night with "Garbage."
 - Thanks to volunteer (Gregg) we now have bumper stickers.
 - February potluck will be on February 8 at Genealogical Society, 717 Grand Blvd

Technical Committee (RB): Next meets Jan 17th, 6:30 pm at Skeeter's House
 - VancouverFood.COOP migration complete. Board has migrated off .org email
 - Old ".org" website will change to redirect at end of February, 2008.

Finance Committee (SKB): Next meets Feb 5 @ Java House, 5:15pm
 - Quickbooks accounts completed as noted.
 - Discussed revised (27dec07) pro-formas from Bill Gessner

Grants Committee (SO): Sun Crystal $2,500 grant came in.
 - Currently in running for another Food Coop 500 matching grant of $3000-$5000


Reimbursements and Expenditures
- Bill Gessner will need to be paid for doing financial pro-formas
- Kate Wallis will need to be reimbursed for election-related copies
- Glenna Bowman needs checks for November and January potluck rent
- Rory Bowman requests $52 for election stamps

Ongoing Projects


Scholarship Committee (SKB):
 - The scholarship fund has $540, $360 from Alberta Cooperative Grocery in Portland
 - Betty Esthelle has a form and we will post that form as soon as available

Bylaws (LL):
 - Board has done a line-by-line walk-through of proposed bylaws
 - UofW Law School doing a pro bono review, should take 2-3 weeks
 - Once received and discussed, board to post to web site for owner comment.

Business Plan (RB): 
 - Business plan will be more detailed and precise as we proceed.
 - Narrative is complete: to incorporate Bill Gessner and Pete Davis' data.
 - Goal is to provide a complete document to incoming board
 - More detail will come with site selection, etcetera

Election Update

 - Kate Wallis was coordinating election but has resigned
 - Schedule is as in January newsletter
 - Bylaws out for review before February 12 meeting.
 - Once bylaws are approved on February 12, board will call the election.
 - Mail ballots will go out 45 days after election is called and close after 30 days
 - Public board meeting to discuss and establish election rules will be at VFM 16 January 2008.
 - Annual meeting will take place on 29 February 2008 with finance report and budget.
 - Possibility to have candidates speak at annual meeting.

Rory moves that board commit to (1) posting proposed bylaws ASAP, (2) voting on approval February 13, (3) posting proposed election rules and timelines immediately to include (A) deadline and format for candidate statements, (B) target date for mailing ballots, (C) confirmed closing date, (D) ballot counting and announcement date. If we post proposed election rules immediately, the board can approve them on February 13, immediately after approving bylaws. Seconded by SKB and unanimously approved at 6:31 pm.

Food Coop 500 Conference Call with Stuart Reid (RB)
 - LL & RB were on monthly conference call with Stuart Reid: general support for where we are
 - Stuart emphasized most important thing is to get owners.
 - We are slightly behind the "normal" schedule, but should be able to catch up

Old Business

6:40 Owner Discussion List:

 - New Google Group VFC-Discussion will only be moderated for serious problems
 - Calendar/bulletin board still under discussion re best way to handle

New Business

6:43 Revised Articles of Incorporation:

 Vote on Articles of Incorporation—Laddie Lushin's (attorney) amendments.
 Sunrise moves to approve the amended articles. Rory seconds. Unanimous approval.

6:45 Supporting Business Program:
 - Rory would like blessing to assemble "supporting business program" task force, given
 - Rory will contact various businesses and bring proposal back to board
 - Sunrise suggests treating this similarly to a committee: specific proposal and charter
 - Rory wants this to be business-directed, will come back after talking

6:50 Ownership Requirement to Run for Board:

 - Discussion as to who must own a share to run for the board.
 - Each share has a primary owner, but this was not clear on the original paperwork.
 - Send out a letter clarifying this and allow all primary owners to change the primary owner.
 - Sharon moves that we approve this, Lori seconds, unanimous passage.
 - Sunrise notes that ownership agreement needs to be clarified.
 - Lori tasked with creating wording for new share agreement, aiming for next Wednesday.


6:55 Announcements:

 - Rory noted show at Clark County Historical Society includes showcase
 - Meet the Farmers presentation on January 31, as on web site
 - Annual meeting tentatively scheduled or February 29, venue to be confirmed

6:58 Memo from Glenna Regarding Even Number of Board Members

 - As mentioned previously, Kate Wallis has resigned, creating a four-person board
 - Glenna suggests that an odd number of people be appointed to board to maintain odd number.
 - Glenna notes that three available people: Rachel Knowlton, Arnie, herself
 - Sunrise concerned appointing someone now creates an unfair advantage in elections
 - Sense of the floor is that owners not concerned about appointments given current lack of bylaws
 - Sharon notes that two people have officially registered for election: Betty Esthelle and Glenna
 - Rory suggests appointing Betty but Sunrise objects, with Lori and Sharon concurring.
 - Glenna is concerned that current board's origins are not apparent, should be question of month.
 - Arnie expresses concern that election was called and is not happening now as promised.
 - Sunrise asserts that our first elections should follow established bylaws with fair notice to all
 - Rory argued that current board has legal ability to call election, rest of board prefers bylaws first
 - Lori explains how board had to clarify among themselves, and how Kate's absence delayed things
 - Sunrise confirms that most cooperatives have at least 45 days before election, Food Front longer
 - Mike suggests having candidates being filmed for public-access TV, increasing visibility
 - Rustin asserts that approval of bylaws by board and forward momentum is good, Arnie concurs and must leave
 - Given recent resignation of Kate Wallis, should we appoint someone else for the interim board?
 - Mike suggests sending out notice to owners asking if people comfortable with four or prefer five?
 - Laura is not concerned with transparency of current board, but public perception is important
 - Laura will phrase a question to be sent to ownership, perhaps as a Survey Monkey poll
 - If poll shows owners are not concerned, board should not be concerned. Room seems happy

7:39 Next Meeting(s):

 - Board will meet regarding election rules on January 16 at Vancouver Marketplace
 - Next regular meeting Wednesday, February 12, hopefully approving bylaws. Location TBA

7:40 Adjournment