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: October 25, 2017
TIME: 6:00 p.m.
LOCATION: Culinary Learning Center, Lebanon Store
Board Meeting Recap — September 27, 2017
Here’s a brief summary of key issues from the September Board meeting:
GENERAL MANAGER’S REPORT
Ed Fox said the Co-op recently hosted a very successful job fair, as part of the ongoing effort to fill open positions; that a production manager has been hired for the Co-op Kitchen; and that the rollout of the ECRS point-of-sale and inventory-management software continues to go well. He also told the Board that the current projection for end-of-year fiscal performance is likely to be a slight loss, with the biggest factors in the loss being the gap between budget projections and actual sales for the Lebanon store and the higher than forecasted costs under the Co-op’s self-insured health coverage for employees.
REPORT FROM LEBANON STORE MANAGER
Doren Hall, the new manager of the Lebanon store, reported to the Board on actions that he and his department managers are taking to reverse the store’s gap between budgeted sales and actual sales. Among the steps being taken are the introduction of meal kits; cross-training of staff within departmental clusters; a redesign of the area near the deli, to promote products more attractively; cross-merchandising throughout the store; the implementation of new trade partner commitments with vendors; and the rollout of ECRS within the Lebanon store. In addition, he said the recent change back to keeping the store open until 9:00 p.m. had proven very successful. Overall, he reported, these steps have resulted in a positive shift of almost .5% over the previous five months.
Doren expressed considerable optimism about the ultimate impact of the Co-op’s new ECRS, noting that he has had considerable experience with the system in his work for other grocery stores.
This month, the Board voted on the organization’s compliance with Policies EL 7 -Communication and Counsel to the Board, EL 2.5 - Consolidated Operations to Generate Inadequate Net Income, and EL 5 - Treatment of Staff. On EL 7, the Board voted for compliance, concluding that it was being kept very well informed about operational and management matters. On EL 2.5, the Board voted for compliance, subject to continued feedback at next month’s meeting on each of the specific steps being taken to close the gap at the Lebanon store, while expressing continued concern about the organization’s overall finances. Ed Fox reminded the Board that were it not for the self-insurance costs being higher than expected, the Co-op would be comfortably in the black. And on EL 5, the Board voted for compliance.
There was also discussion of Policies B-GM 2 - Accountability of the GM and B-GM 3 - Delegation to the GM, with acceptance of current conditions.
COMMITTEE/TASK FORCE UPDATES
Five reports were discussed in September: The Charitable Giving Task Force reported that it has established themes for giving and is in the process of drafting suggested revisions in policies regarding giving; those suggestions will be presented to the Board at a future meeting. The Election Committee said applications for Board candidates will be available soon; a vote was also taken to set the 2018 annual meeting for Saturday, April 7. The Energy Task Force was constituted, with Board member Liz Blum as its chair. The Member Engagement/EL 5 Committee reported on its investigations into the possibility of contracting with a third-party ombuds service for employees. Finally, the Retreat Task Force reminded Board members of the upcoming half-day retreat, on October 29 at the Lyme Inn; the theme of the retreat will be past decisions by the Co-op, financial implications of those decisions, and optimal paths forward.
The Board expressed official thanks to Paul Guidone for his service to the Co-op as Director of Finance, upon his previously announced October 13 retirement, and welcomed Mark Langlois, currently the controller, as Interim Director of Finance.
Board President Bill Craig shared the good news that the Co-op was presented, at a luncheon earlier that same day, with the 2017 Community Spirit Award by Windsor County Partners, a nonprofit organization that arranges mentoring relationships for teens in Windsor County, Vt.
The next Regular Board Meeting will be Wednesday, October 25, in the Culinary Learning Center at the Lebanon store.
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.