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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.
DATE: Wed., January 24
TIME: 6:00 p.m.
LOCATION: Hanover Board Room, Hanover Store
DOWNLOAD: Board Packet for 1/24
Board Meeting Recap — December 20, 2017
Here’s a brief summary of key issues from the December Board meeting:
GENERAL MANAGER’S REPORT
General Manager Ed Fox presented the 2018 Business Plan and Budget to the Board, which unanimously approved the plan. Ed explained that every business unit within the Co-op — including store managers and department managers, operations personnel, and merchandisers — had contributed to the development of the plan. He said the 2018 plan was built around robust budget projections (including the strategic addition of some new positions and investments in non-capital facility needs) but conservative sales projections (an overall projection of .65% growth in sales), but with the expenditures fully supported by the sales plan.
Since it has become clear that the rapidly changing landscape in the grocery industry is making optimistic sales projections a thing of the past, the coming year’s the sales growth figure is actually below the current food inflation figure as well as the overall Consumer Price Index. But Ed explained that he believes this to be a realistic approach, which will allows for adjustments on both sides — expenditures and sales projections — should that be necessary as the year progresses. The Board expressed its appreciation of this fiscally prudent approach.
There is always a member comment period during Board meetings. In recent years, meetings have been attended by, at most, a handful of members, who sometimes have comments to offer the Board but sometimes are there just to observe. At this meeting it was suggested that this period of the meeting might, in addition, be a good time for the Board to share with each other any informal, ad hoc comments they’ve received from Co-op members during the preceding month.
There was consensus among the Board members that this seemed like a good idea, and the prospect will be discussed and refined at the January meeting of the Board. So Co-op members (and non-member shoppers as well) should hold the thought that passing along observations, suggestions, and general input to any member of the Board may soon be an effective way of getting such feedback brought before the whole Board.
This month, the Board approved the organization’s compliance with Policy EL 1 (Planning), pursuant to the General Manager’s presentation about the 2018 Business Plan and Budget.
AUDITOR’S PLANNING SESSION
Steve Austin of Gallagher Flynn & Co., the Co-op’s auditing firm, made a presentation about expectations regarding the 2018 audit.
COMMITTEE/TASK FORCE UPDATES
Ann Shriver Sargent, chair of the Annual Meeting Task Force, noted that HR Director Lori Hildbrand has joined the committee and made some very good suggestions on the committee’s proposal which are reflected in the latest draft plan for conducting the meeting. A key addition to the plan is to make the Co-op’s “assets,” the factors that distinguish it from other retail groceries, very visible by highlighting singularly exemplary employees in a short video. The HR and communications departments will collaborate on putting together the video, and it will be simulcast in all four stores on the day of the annual meeting.
There was also a discussion about managing the presentation of the 2018 Allen and Nan King Award. It was decided to assign the effort to one person, and Board member Harrison Drinkwater was designated for that role. Kevin Birdsey, chair of the Election Committee, reported that there is one declared candidate and that the deadline for submission of candidate materials is January 8. He noted that he would be arranging for recruitment tables to be staffed by members of the Board in the coming weeks. Benoit Roisin, chair of the Finance Committee, provided a brief overview of the FY2018 Board budget. The Board approved the proposed budget, with the understanding that there may need to be some adjustment as further information becomes available.
There was also discussion of two matters concerning the Hanover Cooperative Community Fund (HCCF). Benoit Roisin presented a slight change in the wording of EL 9.2 (Co-op Giving Programs) that was approved by the Board. And Harrison Drinkwater described the results of the full HCCF Committee’s ranking of the 13 applicants for Community Project Grants and the 2 applicants for the Gerstenberger Scholarship Award. He noted that this is the inaugural year for the Gerstenberger Award and said he felt that the Gerstenberger family, several members of whom were instrumental in the fact that Co-op is now in its 81st year of operation, will be pleased with that selection. The Board approved the disbursement of funds for the awards and the scholarship.
The Board agreed by consensus to streamline the conduct of future meetings, following up on a discussion of the subject at a recent Board retreat.
The next Regular Board Meeting will be Wednesday, January 24, in the upstairs Board Room at the Hanover store (which will be the location of all future Board meetings, until further notice).
president [at] coopfoodstore.com (Your comments are always welcome. Feel free to send an email HERE)
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 2019Term 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.
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.
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.
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.
Retired after 42 years in customer service, including 18 years as the Co-op’s education director. He also serves on the Board of Headrest (drug and alcohol recovery; 24/7 hotline). He and his wife, Betsy, live in Enfield, New Hampshire. Term ends in 2018.
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.
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.
D. Maurice ("Don") Kreis:
Don is a lawyer and former journalist who serves as New Hampshire's Consumer Advocate, representing the interests of residential utility customers before the NH Public Utilities Commission and elsewhere. He previously served on the Board from 2003 to 2013, including three years as president, and returned to the Board in 2017. He spent nine years as a trustee of the Cooperative Fund of New England and is currently chair of the annual fund of the Northern New England Chapter of the Cystic Fibrosis Foundation. Term ends in 2018.
Environmental attorney specializing in claims for damage from exposure to toxic pollution and the safety and environmental problems of nuclear power plants. He lives in Weathersfield, Vermont, with his wife, Gabriele Popp, and six cats. Term ends in 2018.
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.
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.
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