SACRAMENTO NATURAL FOODS COOPERATIVE

Board of Directors Meeting

Aproved Minutes

December 7, 2010

Convened:                    6:00 p.m.

Adjourned:                   8:50 p.m.

Directors Present:         Steve Brancamp, Alicia Dienst, Robert Duncan, Sonny Eboigbe, Steve Maviglio Georgianna Pfost and Michelle Reynolds

Directors Absent:          None

Staff, Members and Guests Present: See attached sign-in sheet.

Notetaker:                    Delfina Vargas

Timekeeper:                 Steve Brancamp 

Meeting Chair:  Steve Brancamp

Introductions took place.

REVIEW MINUTES OF PRIOR MEETING (November)

Motion to approve minutes as amended or corrected: Sonny

Second: Michelle

Discussion: Minutes need to explain that the open comment periods were deferred to the Quarterly Owner Meeting that followed the board meeting due to time constraints.

Vote: All

REVIEW MEETING AGENDA:

Steve Brancamp made motion to add discussion of recently filed grievance as first item for discussion under Old Business.

Second: Steve Maviglio

Discussion: None

Vote: All in favor.

OPEN COMMENT:

Twenty-four people made comments.

BOARD ANNOUNCEMENTS:

None.

GENERAL MANAGER’S REPORT:

Please see written report. The audience was briefed on highlights of the report and the general manager answered questions from directors and audience members.

COMMITTEE REPORTS:

Finance Committee: The committee did not meet. Next meeting will be in January.

Policy Committee: The committee did not meet.

SCCF: Please see attached report. A committee appointment form for Peggy McNutt was submitted, and the committee is in need of one more member.

Twin Pines/Associated Cooperative Community Fund: See attached.

Golden 1 Credit Union: The bank continues to offer many loans and offering classes.

ECOS: Work is ongoing on collaborative strategies for the metro transportation plan.

Pesticide Free Sacramento: Currently working on an organic program for Camellia Waldorf School. This will provide an opportunity to develop a program that can be replicated with other schools and organizations.

LEADER: No report.

BCDNC: The committee plans to organize forums for interested board candidates by February, 2011 will provide general information about running for the board on the Co-op’s website
A committee appointment form was submitted for Barbara Mendenhall.

OLD BUSINESS

1. Grievance filed in favor of boycott

Steve Maviglio made motion to dismiss this grievance for lack of merit.

Second: Michelle

Discussion: Directors discussed the merits of the grievance.

Vote: All in favor of motion.

2. Committee Chair Appointments Michelle Reynolds will join Pesticide-free Sacramento.

Steve Brancamp requested that the policy committee resume meetings to lay out the next steps on policy governance process. Steve Brancamp will join this committee.

The education committee will be discussed next month and staffed.

Georgianna made motion to nominate Peggy McNutt to SCCF and Barbarba Mendenhall to BCDNC.

Second: Steve Brancamp

Discussion: None.

Vote: All in favor.

3. Policy Governance

Directors continued to work on policy governance.

Audit policy – Approved.

Board stipend – Georgianna made motion to adopt the language from the previous policy for use in new policy governance documents. That language reads as follows:

In recognition of the unique legal, fiscal, and planning responsibilities assumed by Sacramento Natural Foods Cooperative (SNFC) owners who serve on the Board of Directors, as well as to attract qualified candidates, SNFC will pay an annual stipend (payable on a quarterly basis) to each director as follows:

• Board President:                                                                                               $2,000
• Remaining Executive Committee (Vice President and Secretary)                        $1,600
• Other Directors:                                                                                                $1,200

Second: Alicia

Discussion: None.

Vote: All in favor.

Boycott policy – Decision is deferred to agenda item number four under Old Business.

Committee policy – Approved

Community Sharing – Directors agreed that there is no need for this policy.

Directors Ethics and Conducts – Approved.

4. October 5 Grievance

Michelle made the following motion: After more than one dozen meetings with owners at both the Board and Policy Committee levels and receiving substantial correspondence and communication from owners, the Board of Directors sought independent review of its Boycott Policy. They included: David Thompson, former U.S. delegate to the International Cooperative Alliance, President of the Twin Pines Cooperative Association, co-op historian, and co-author of the current Cooperative Principles; Therese Tuttle, the state's leading attorney specializing in cooperative law and a long-time cooperative farmer advocate; and Mark Goehring, Board Consultant, Cooperative Development Services.  As a result of their opinions, the Board of Directors finds that the Boycott Policy, as revised in May 2008, is inconsistent with our Co-op's Bylaws as well as the Cooperative Principles, and therefore moves to terminate the Boycott Policy.

Second: Steve Maviglio

Discussion: Directors agreed that with this motion there is enough information to guide the GM and that there is no need to address the issue further in the policy governance documents.

Vote: All in favor of motion.

NEW BUSINESS

1. Second Class of Shares Resolution

Sonny made motion to adopt resolutions (see attached)

Second: Michelle

Discussion: None.

Vote: All in favor.

CONSENT CALENDAR

Board governance schedule was presented and will be reviewed further in January.

Open Comment:

Nine comments were made.

BOARD ANNOUNCEMENTS:

None.

Meeting adjourned. Directors held executive session.

SUMMARY OF ACTIONS TAKEN:

1. Reviewed and approved November meeting minutes.
2. Reviewed and approved December meeting agenda.
3. Adopted motion to dismiss grievance on boycott policy for lack of merit.
4. Approved committee appointments.
5. Approved new policies under policy governance.
6. Adopted motion to terminate May 2008 boycott policy.
7. Adopted resolutions to allow creation of additional class of shares.

Respectfully submitted by,

Delfina Vargas
Board Administrator