Board of Directors Meeting

April 11, 2007

APPROVED

Ashland Food Cooperative
237 North First Street
Ashland, OR 97520

Board members present: Erik Wallbank, Herb Heiman, Richard "Ric" Sayre, Gwyneth Bowman, Joe Golton, and Danielle Amarotico Absent: Serena St. Clair (excused) Other staff present: Richard Katz, General Manager; Annie Hoy, Outreach/Owner Services Manager; Kevin Bendaw, Staff Council Representative; and Leslie van Gelder, Board Assistant.

Owners present: Peter Hoyt.

The meeting was called to order at 5:32 p.m. by facilitator, Erik Wallbank.

1. Announcements: The Management Team sent word that it is interested in participating in some of the educational priorities identified by the Board. Ric announced we have 5 candidates running for the Board. Annie reported that the produce department has been certified organic by Tilth (Christina reported by email that the Bulk department has also been certified). Gwyneth reminded the board members that there are changes to the meeting manual and urged them to update their manuals.

2. Agenda Review: The agenda was reviewed, amended and accepted.

3. Owner Forum: There was no presentation to the Board by owners.

4. GM Report: In response to Richard’s question to the Board in his report asking if the Board would let Annie share the board office in the Community Classroom, Gwyneth stated that she thinks the Board is underutilizing the room. The Board agreed to share the room with Annie. The Board discussed the Social Responsibility Report and talked about different ideas for the Community Grants. Some Board members think it is important to have a Board member on the Community Grants Committee in future years. Richard will make up a gift basket for Crane Property Management in gratitude for their generosity in letting Co-op shoppers use their parking spaces. Joe reported that the Social Responsibility Committee contracted with Alan Reder to do its audit and report this year.

5. Strategic Plan Review: Erik asked the Board to decide if it wants to review the Strategic Plan quarterly or twice a year. The Board decided with Richard to review the plan at the April and October meetings to note which items have been completed and which items need work or might be problematic. These dates will be added to the Board calendar.

6. Election Update: Ric stated the following: we have five candidates running for the three open Board positions -- Annie Melick, a retired flight attendant; Kate Jackson, City Councilmember; Gwyneth Bowman; current Board member; Guy Nutter, who ran two years ago; and Peter Hoyt, who has served on the Outreach Committee. Herb, Ric, Danielle, and Erik (who will sit in) will make up the screening committee interviewing the candidates. Gwyneth asked the Nominating Committee to prepare for the next part of the election process – the ballots going out and the ballot counting. Richard and Annie will make up an election process sheet for the Board to look at.

7. Board Meetings and Board Expectations: Erik asked the Board to consider streamlining our calendar, perhaps having fewer board meetings or using some of the meeting time for training to make being a board member more accessible for more owners. It has been very difficult to find candidates to run for the Board because we ask a commitment of so many hours. The Co-op By-Laws specify that we have quarterly board meetings at a minimum. Gwyneth cautioned that new board members need time to understand the workings of the Co-op and the Board and that they probably need more than four meetings a year to do that. Erik asked the committee chairs to email him their thoughts regarding the minimum number of meetings their committees need to accomplish their job.

8. Board Self-Evaluation: The Board Development Committee will be responsible for overseeing this process. The Board Assistant will email the forms to the board members. After completing them, the board members need to return them to Leslie by April 25th. They will be collated for review at the May meeting.

9. Sign Code of Ethics: The board members in attendance signed the revised Code of Ethics. The Board Assistant will email a copy for Serena St. Clair to sign.

10. Outreach Committee Report: The first board/owner dinner will be held on May 23rd. Erik and Gwyneth will represent the Board at the dinner. Danielle will attend if Erik is out of town. Gwyneth, Ric and Herb volunteered to sit at a table outside the Co-op on April 27th or 28th to talk with owners and recruit members for the Outreach Committee.

11. Review March Minutes: Minutes were approved as presented.

12. Meeting Evaluation: Done.

The regular meeting ended at 7:00 and was followed by an Executive Session.

The GM report and Committee reports are available on request.

BOARD ACTIONS:

• The Board agreed to let Annie use the Board office in the Community Classroom as her office.

• The Board will review the annual strategic plan at the April and October meetings.

The minutes were approved by the Board on May 9, 2007.