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The Board plays a critical role in ensuring the continued success and health of this vital organization. It represents all the member-owners in developing and maintaining the vision and long-term viability of the Co-op. The Board does not run the stores, nor do they have direct control over the daily operation of them; that is the role of Management. Instead, the Board monitors the operations of the stores via Policy Governance®, a system of oversight and accountability that emphasizes values, vision, and the empowerment of both Board and staff, while clearly delineating the roles and responsibilities of each.
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DATE: Wed., September 26
TIME: 6:00 p.m.
LOCATION: Hanover Board Room, Hanover Store
BOARD PACKET DOWNLOAD: CLICK HERE
Board Meeting Recap — August 22, 2018
Here’s a brief summary of key issues from the August Board meeting:
GENERAL MANAGER’S REPORT
General Manager Ed Fox said that our Co-op’s fiscal performance is continuing on a very positive trend, with sales tracking nearly $1 million over the projected sales budget for 2018 and 2.5% over last year’s sales to date.
In addition, he noted, overall customer count remains relatively flat but is ticking upward slightly, and the average basket size is up $1.04 over last year. A location breakdown shows that the customer count is increasing at the White River Junction and Community Market (Lyme Road) stores and declining most significantly at the Hanover store.
He also reported that our Co-op’s advocacy on several fronts — most notably around the issues of workforce housing, a $15/hour minimum wage, food security, and achieving a solid definition of “local” as it pertains to agriculture and commerce — continues apace.
This month, the Board discussed the organization’s compliance with two policies.
The General Manager’s report of compliance with EL 3 (Asset Protection) was accepted. Note was made of the fact that he and the management staff have begun to develop a comprehensive business continuity plan — further augmenting the risk protection initiatives already in place; he expects this comprehensive plan to be completed by the beginning of next year.
The board also accepted the General Manager’s report of compliance with EL 5 (Employee Experience). A significant element in the reporting on this policy was the results of the most recent employee survey. Director of Human Resources Lori Hildbrand recently made a presentation to the board detailing these results, and presentations will next be scheduled for employees and for members. It was also mentioned that although policy requires the conduct of an employee survey every three years, HR expects to conduct one again in 2019, to help gauge how well the management is addressing employee concerns.
COMMITTEE/TASK FORCE UPDATES
The board appointed board member Liz Blum to serve as chair of the Election Committee for 2018-19.
And board member Kevin Birdsey, chair of the Governance Committee, presented a draft of a proposed addition to GP 4 (Board Members’ Code of Conduct) and a proposed new GP 11 (Director Conduct Inquiry Process), the intent of the latter being to define how the board will respond should there be a complaint about a board member’s conduct. There
was general agreement among the board members present about the need for such procedures; some suggestions for refining the draft language were offered, and the Governance Committee will come back with another draft at the next meeting.
SELECTION OF NEW AUDITORS
The board’s Treasurer, with assistance from the Co-op’s Director of Finance, had issued an RFP (request for proposal) to six auditing firms and had received a response from all six. The board weighed their assessment of the six proposals and authorized the Treasurer to proceed with checking the references of the top two prospects and, assuming his satisfaction with the results, to have a contract signed with one of them.
As part of a new initiative to increase engagement with members of the Co-op, especially between the board and members, Board Administrator April Harkness announced that what is being billed as a Farm-to-Co-op Dinner will be held on Wednesday, October 17, from 5:00 to 8:00 p.m. in the Culinary Learning Center at the Lebanon store. The dinner will be free and open to all members on a first-come/first-served basis, with a cap of 50 attendees. Co-op Food Educator Lindsay Smith will do the cooking, using products supplied by local producers and vendors. Watch for sign-up notices for this event.
CHANGE IN MINUTES-KEEPING PRACTICE
In response to a request from some members, the board decided to start, beginning with the September meeting, recording in the minutes of board meetings how individual members vote on motions, not just the number of yea and nay votes. In addition — since concern was expressed by some board members that merely recording the names might not make clear the rationale behind any negative votes — the board also decided to begin making an audio recording of board meetings as soon as the logistics can be worked out.
CHANGE IN DATE OF NOVEMBER BOARD MEETING
The board calendar calls for all board meetings to be held on the fourth Wednesday of the month — except for November and December, with the meetings in those months being on the third Wednesday. This year, as it happens, the third Wednesday in November is the night before Thanksgiving, so the board decided to move its November meeting to the fourth Wednesday instead — November 28.
The next Regular Board Meeting will be Wednesday, September 26, at 6:00 p.m. in the upstairs Board Room at the Hanover store.
Your comments are always welcome. Feel free to send an email president [at] coopfoodstore.com (HERE).
Thomas graduated from the University of NH with degrees in Philosophy (BA) and Education (Masters). Attended the Gemological Institute of American and holds the title of Graduate Gemologist. Currently, Special Education Teacher in the Lebanon school district. Work experience in the private and public sector and entered the teaching profession later in life. Spending most of working years in retail as sales manager of family’s wine/liquor brokerage company and gaining experience in sales and merchandising. The sales force worked very closely with grocers in NH, Maine and Vermont. In addition, having past experience serving as a board member on a variety of boards over the years. For example, served on Rockingham Community Action, as well as the Board of Commissioners in Rockingham County. Tom feels that the fabric of a community is woven with threads of community service. At the end of the day, you are judged less by what you have gained and more by what you have given. Term ends 2020.
Kevin has worked for the Co-op since 2002. Most of that time having been in the Front End department at the Hanover store, currently he can be found at the Community Market. When not working, Kevin is a student and assistant instructor at White River Budokan, a traditional martial arts school in White River Junction. Having spent his adolescence and early adulthood in Hanover, Kevin now lives in Lebanon. Term ends in 2019.
Liz Blum, Vice President:
Co-op principles and values are important to Liz Blum and that is why she serves on the Board. Liz is a retired Occupational Therapist. She worked in many settings in Vermont and New Hampshire: Visiting Nurse, nursing homes, schools, hospitals, and clinics. She likens occupational therapy to a jigsaw puzzle because it concerns problem solving and putting the pieces into place. Liz was a member of the Boston Women's Health Collective that produced the groundbreaking book: Our Bodies, Ourselves. She has been an advocate for universal, single-payer health care for 30 years and continues to work for it. Liz has served on a number of Boards including the Norwich (VT) Selectboard and the Norwich Board of Listers. She is on the State Committee of the Vermont Progressive Party. In the summer you may find her riding her bike or in the garden. Term ends 2020.
William Craig, President:
William is a writer and educator. He is the author of Yankee Come Home: On the Road from San Juan Hill to Guantanamo, and teaches writing at Dartmouth College. Many in the Upper Valley remember him as a former Valley News writer and editor. He is a former Headrest staffer and board member. You can find him playing bass in bands around the region. Term expires 2019. Term ends in 2019.
After 22 years as a Co-op employee, Rosemary retired from her position as the Co-op’s Education Director in 2015. Prior to joining the Co-op’s staff, she worked in clinical pathology at Mary Hitchcock Memorial Hospital and cancer research at Dartmouth Medical School, and, with her husband, Don, owned Vermont Everlastings, growing certified organic perennials, annuals, herbs, and dried flowers. She has served on the boards of several area non-profits as well as the Norwich Farmers Market and the Thetford School Board, and also enjoyed several years on the board of Cooperative Development Institute, an organization assisting consumer cooperatives, worker cooperataives, and resident-owned housing cooperatives across New England and New York. She began her cooperative involvement in 1971 as a young mother portioning out raisins and oatmeal as required by her buying club in Madison, Wisconsin, and has lived in the Upper Valley since 1974, where she was thrilled to find a full-fledged food co-op with a real storefront and paid employees.
Worked in the art and film world, as a publicist, photographer, picture researcher and producer until bringing up her children, by far her most creative project. Now catching up with the digital age, she works as a freelance writer and artist for public awareness campaigns. She lives in Norwich, Vermont, and volunteers for the Rapunzel Project in an effort to bring it to the New England states and to make it available to all. Term ends in 2018.
One of the owners of Scratch, a yarn shop specializing in fine fiber and indie-dyed yarn located in downtown Lebanon. She’s currently serving on the Arts & Culture Taskforce, is also the Farmers’ Market Coordinator for the City. Jessica has spent the last fifteen years as a small business owner, and has been directly involved in local food production and farmers markets since 2011. She lives in Lebanon with her family, their four dogs, many chickens, and a surly rabbit
Dana Cook Grossman, Secretary:
Dana is the director of publications emerita for Dartmouth Medical School, where for 25 years she edited the award-winning quarterly magazine Dartmouth Medicine. Since 2011, she has been a full-time freelance editor and writer; her clients include PBS Nova, the Howard Hughes Medical Institute, and the Association of American Medical Colleges. She's also been very active in civic affairs, including chairing the Thetford, Vt., School Board. Dana and her husband, Dan, have lived in Thetford since 1972 and been members of the Co-op since 1973; they have two grown daughters and four grandchildren. Term ends in 2019.
A Co-op Food Store employee since 1994, Ed started at the Hanover Co-op Food Store as Manager of the ‘B.I.N.’ Department (Bulk, International, & Natural Foods). An active part of much Co-op growth since, becoming a Co-op Merchandiser at the start of the Lebanon Co-op Food Store in 1997. To broaden his Co-op experience and service, Ed was elected to the Co-op’s Board in 2003 and served for two, 3-year terms until 2009. In addition to merchandising, in 2014 Ed took on the Co-op’s category management co-ordination responsibilities and also became the Co-op’s liaison to the National Co-op Grocers, a 148 food co-op co-operative with over 200 stores in 38 states and combined annual sales of nearly $2 billion and over 1.3 million consumer-owners. Co-operatives working together is the only way to ensure our continued success serving our members! Starting up again as a Board Director in 2016, he has been active with committee work to improve the Board’s new director election process. Term ends in 2019.
Benoit Roisin, Treasurer:
Benoit is Professor of Engineering Sciences at Dartmouth College (under the name of Benoit Cushman-Roisin, having hyphenated his wife’s name to his for all professional activities), where he has developed new courses in sustainable design and industrial ecology. Some of his students’ projects have been adopted by the Co-op and the Town of Hanover to reduce their environmental footprint. He is the author of three books and is working on a fourth. In addition, Roisin maintains an active consultancy in water issues and energy efficiency. He has volunteered his expertise for several non-profit organizations, including The Haven and COVER. He has served on the Co-op’s Board of Directors intermittently since 2003. Term ends in 2020.
Ann Shriver Sargent:
Ann has spent most of her life living and working and raising her three children in New England. For the past 29 years, she has been a business owner, designer, and buyer in the home furnishings/interior design field. Currently, she is co-founder and president of Porte-cochère, a membership based service that connects premium and luxury furnishing manufacturers and prequalified interior designers. Ann’s vision for Porte-cochère is the outgrowth of her belief that companies committed to quality in design, integrity of materials and a commitment to building long-term professional relationships will find valued partners in the design community. Ann lives with her husband 4 horses, 4 goats and dog on a farm in Norwich Vermont. Term ends in 2020.
Jessica Saturley-Hall is the owner and founder of the Upper Valley Compost Company and the New Hampshire Compost Company, which provide residential and commercial composting services and consulting. Jessica received her undergraduate degree in English Literature from Dartmouth College and her MBA from Cornell University. She has spent fifteen years working in the food, agriculture, and grocery businesses, and has held positions in new product development, marketing, and operations. Jessica lives in Lebanon with her husband, Harrison, and their two dogs.
Responsibilities of the Board
The purpose of the Board, acting on behalf of the Co-op’s members, is to set strategic long-range direction, hire the General Manager and monitor organizational performance.
Specific responsibilities include:
- Representing all Co-op members in determining and demanding appropriate organizational performance.
- Ensuring adequate communication between members and the organization, including working mechanisms to determine member needs.
- Ensuring that members are well-informed about the nature of the cooperative, the activities conducted by the cooperative, and the results it achieves with respect to its Ends Policies.
- Ensuring that members understand the industry of which the cooperative is a part and can consider the activities of the cooperative in the context of relevant markets.
- Ensuring that members understand the different interests and stakeholders that exist within the cooperative.
- Ensuring that the cooperative continually analyzes changes in its membership and its environment, regularly revisits Ends-related issues in light of such changes, and innovates to meet changing member needs.
- Producing written governing policies that, at the broadest levels, address each category of organizational decision.
- Evaluating General Manager performance against Ends and Executive Limitations policies on a regular basis.
- Monitoring Board performance and providing effective leadership using the Policy Governance process.
- The Board is not involved in the daily operations of the stores. Board members have a duty to represent the member-owners at large and not a particular constituency and to act in the members’ best interests, consistent with the Co-op’s values, principles and policies.
Responsibilities of a Director
Directors are fiduciaries of the cooperative and shall at all times conduct themselves in a manner consistent with the cooperative values and principles.
Each Director must:
- Inform him or herself so as to be able to carry out the foregoing.
- Be committed to perfect or near-perfect attendance at Board meetings.
- Be willing to serve on at least one Board subcommittee.
- Be familiar with the Co-op’s bylaws and governing policies.
- Be willing and able to prepare for, and actively participate in, monthly Board meetings.
- Be able to attend Board training sessions, the annual retreat, and the annual member meeting.
- Be able to understand financial statements (training provided).
- Be willing to take responsibility for Board duties and work together with understanding, mutual support, and respect.
During their terms in office, Board members and their spouses/partners receive a 20 percent discount on store purchases and a 10 percent discount on auto repair service and related parts, subject to the restrictions and eligibility requirements noted below. The discount amount is taxable income for board members.
The following products are NOT eligible for the 20 percent discount:
- Annual case lot sale items
- Motor oil
- Fedco orders
Products purchased by the case, which are not part of the annual case lot sale, will receive the 20% discount only; the normal 5% “case discount” will not apply.
Nourish. Cultivate. Cooperate.
193 A St.
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