DATE: Wednesday, February, 27 TIME: 6:00 p.m. LOCATION: Hanover Board Room at Hanover Store
45 South Park St., Hanover, N.H.
BOARD PACKET: Coming Soon
Board Meeting Recap — December 19, 2018
Here’s a brief summary of key issues from the December board meeting:
GENERAL MANAGER’S REPORT
General Manager Ed Fox reported that the new Service Center location in Norwich — in the old Car Store facility — is on target to open as planned on Wednesday, January 2, with full initial staffing of three technicians and one service writer.
In other developments, he mentioned that the Co-op recently launched two pilot programs, partnering with other organizations to assist people in need in the Upper Valley. The Norwich Technologies solar proposal for the Co-op’s Norwich land was incomplete and will be resubmitted at a later date. The Lebanon store is co-hosting an all-day Feed-A-Family event on December 20. The Culinary Learning Center is seeing a significant increase in attendance — from 1,791 participants in 2017 to 2,461 participants in 2018, through the end of November. Finally, he mentioned that the headquarters for Pete & Gerry’s Organic Eggs is moving to Centerra, which may present some opportunities for collaboration with this Co-op vendor.
The board heard a presentation from our new auditors — Jeff Wheeler and Doug DeLara of the firm Baker Newman Noyes.
Jeff Wheeler described the processes the firm would follow — including conducting a systems controls review, expressing an opinion on the organization’s financial statements, and issuing a letter describing any opportunities for improvement. They will pay particular attention to potential high-risk areas, such as systems/IT processes, the financial statement close process, investments in other cooperatives, internal controls, the handling of accounts receivable, the inventory valuation process, the accounts payable cutoff, the level of self-insurance reserves, the accounting for the new service center location, and transactions of significance, plus any other areas the board would like to focus on. They will also be attentive to the unlikely but possible existence of fraud.
In addition, they described a few pending changes in accounting rules that will affect audits in future years, including the fact that in 2020, long-term leases will be considered the equivalent of a liability.
The board had a few questions for the auditors, including about liquidity, cash on hand, and borrowing capacity.
This month, the Board discussed the organization’s compliance with two policies. The General Manager’s reports on compliance with EL 1 (Planning: Proposed Budget and Business Plan) and GP 3 (Governance Development) were both accepted.
The board considered a report on the risks of demutualization for cooperatives, to ensure that our co-op is positioned to avoid such risks. It turns out that New Hampshire statutes hold that there is no material interest in demutualization of a cooperative in this state, as all shares would be returned to the shareholders (members) and any assets that remain would be divided among nonprofits.
The board set the dates for a two-day retreat in January with The Governance Coach, the organization which the board has decided to engage for assistance with governance processes.
CONFIDENTIALITY FOLLOWING EXECUTIVE SESSIONS
The board decided that when a member is absent from a meeting during which an executive session is held, any board member present at the meeting may debrief a board member not present as to what transpired during the executive session — with the onus placed on the absent board member(s) to initiate the contact to receive a debriefing. (The standard remains, however, that the proceedings of an executive session may not be discussed with anyone not a current member of the board.)
COMMITTEE AND TASK FORCE UPDATES
Benoit Roisin, in his role as Treasurer of the board, presented the board with a draft of the board budget for 2019. The board approved the budget as presented, with the addition of up to $28,000 in funds on the development and training line — as long as the total remains under 0.2% of sales.
Liz Blum, chair of the Election Committee, said the search for board candidates is focusing on diversity, including socioeconomic diversity. She said the committee is also committed to rigorous training, including policy governance videos, if possible. Other issues the committee is looking at include how the names are listed on the ballots, how to handle invalid ballots, and ways to increase the percentage of members who vote.
Kevin Birdsey, chair of the Governance Committee, gave an update on the committee’s work on a board handbook. He said the goal is to have a draft ready by the January board meeting and to have the document finalized by February.
Jessica Giordani, the board liaison to the Member Engagement initiative, described the latest work of this staff-board effort.
Finally, Liz Blum reported that the Waste Reduction Committee had decided to ask the board for some specific guidance as to what their primary goal should be. After some discussion, the board passed a motion instructing the committee, in collaboration with the General Manager, to study the pros and cons of eliminating single-use plastic shopping bags at the Co-op Food Stores in 2019 and to report their findings to the board
The next regular board meeting will be Wednesday, January 23, at 6:00 p.m. in the upstairs Board Room at the Hanover store.
Your comments are always welcome. Feel free to send us anpresident [at] coopfoodstore.com (email).