Minutes of River Market Board of Directors Meeting April 10th, :30 p.m. in the River Market Loft

Transcription

1 Minutes of River Market Board of Directors Meeting April 10th, :30 p.m. in the River Market Loft Attendance Directors Attending Directors Not Attending Also Attending Alison Komarek Trista Boe Brock Ehnert Nicole Sullivan Carolyn Babilius Matt Ludt Chris Jensen Dan Puraty April Rust Kellie Seth Nate Hart Call to Order 6:33 pm - President Alison Komarek called the River Market Board of Directors meeting to order at 6:33 pm. Owner comments - None 1

2 Points of order - Director Nate Hart clarified that the Board Budget was approved at the March, 2018 Board meeting. Approval of Procedural Documents The Consent Agenda was called. Items on the Consent Agenda were: A. Meeting Agenda B. Open Meeting Minutes 3/13 C. New & Leaving Owners List D. GM Informational Report E. B6 Report Staff Treatment and Compensation F. B9 Report Urgent GM Succession G. C8 Aggregate Compliance Report - Governance Investment - Director April Rust pulled item D GM informational report - Director Carolyn Babilius pulled item E B.6 Report: Staff Treatment and Compensation. - Director April Rust pulled item F B.9: Urgent GM Succession. - All other items were approved. Board Study and Engagement Visioning Exercise 6:36 pm - President Alison Komarek led the Study and Engagement portion of the meeting. The Board was asked to come prepared with their visions for River Market in the next 5 years. These visions were shared in the meeting and discussed. The notes will be posted on Backpack. - During the Study and Engagement portion it was decided to assign the Policy and Rules committee to consider an amendment or addition to the B5 Treatment of Consumers. They will present a draft including more direction on how to expand and incorporate more ideas on the annual meeting. If the Board comes to a conclusion on this next month some items could be incorporated in this year or dated to be effective after this year s annual meeting. This assignment for the committee will take priority over review of the D policies. The committee will bring a draft to the Board next month. 2

3 Business BOD/GM Open Discussion 8:00 pm - Trista Boe, produce manager and interim GM, stated that it has been a rough road for River Market over the last year and a half for various reasons. - There has been a slight increase in sales for March but until inventory comes out it will not be fully known. - The audit from NCG will show some suggested changes. The report will not be received for another two weeks. - Trista clarified the reasons for the discrepancy in the inventory. The inventory is taken each year by a contracted crew. There was a misunderstanding over certain sale prices versus retail prices which led to the discrepancy. The GM was not in attendance at the time of the inventory but the two interim GMs were present. - Trista stated that since the remodel there has been a tight rein on inventory and labor reductions which has been challenging. - President Alison Komarek requested that the Board discuss the B9 Report Urgent GM Succession at this time. The B9 Report is not in compliance due to inadequate training for interim GMs. - President Komarek asked Trista if to her knowledge has she or Larke (the other interim GM) received training on store inventory? Trista answered no, not to her knowledge. Trista was asked to further explain the training that she has received as an interim GM. Trista has been through the CCMI training 9 years ago but was not able to complete all of the components due to the absence of the GM at the time. Trista stated she has had training from the GM on writing a budget. Trista stated she has been shown everyday tasks of the GM but a regular shadowing of the GM has not been set up mainly due to the lack of staffing. - * After the conclusion of the meeting Trista sent an to the Board stating that after further consideration she would like to retract her answer and was incorrect in her statement that she has not received adequate training to complete all the required duties of a GM. She stated that even though some tasks and items have not been specifically shown she is aware of where to find the information needed to assess the health of the business and our compliance with the Board of Directors and the law. Trista also said that these types of things, although not coached as a GM function, are routinely coached as part of management training. 3

4 Annual Meeting 8:16 pm - Director Carolyn Babilius reported on the meeting she had with Mead Stone and Andre Bessette regarding the Annual meeting. - October 6 th is the penciled in date for the annual meeting at the Lift Bridge Brewery. Approval is required from the Board. If approved notification will be included in the next Currents which has a deadline of April 20 th. - The Board was asked if there is anything about the format of the annual meeting last year that they would like to change. - The Zephyr Theatre was suggested as a possible location. Lift Bridge brew could be brought in for the meeting. - Another possibility is the JX Event Center. - Carolyn will take this information back to Mead and Andre to see if the other places are an option and then send an to update the Board prior to the deadline of April 20 th. - The date of October 6 th will depend on the availability of the other venues. - Further discussion on the format will be deferred for another Board meeting. GM Search Committee Update 8:26 pm - The GM Search Committee submitted updates in their meeting minutes which are part of the Board meeting packet. - The committee presented a draft of the Priorities Qualification Matrix. - Director Dan Puraty asked that an emphasis be placed on skills with Excel under computer literacy. - There were no other concerns from the Board regarding the matrix. - The committee will be practicing using the matrix for scoring at their next meeting and make any adjustments accordingly. - As of two weeks ago there were 20 applicants but there are still another 2-3 weeks before the application period closes on April 30th. - Lisa from HR will do the initial screening of resumes and show them to the committee. - The number of resumes received will determine the exact process of reviewing them. - Once the committee has them narrowed down they will do phone interviews and start calling references. The finalists will then be brought to the Board. - At least two committee members will be present for each phone interview. - The committee would like to block out a couple of weeks for when the final interviews will take place. They are looking at possibly two full days of interviews for two final candidates one full day for each person. As many Board members as possible are asked to attend. 4

5 - Possible weeks are: June 25 th ; July 9 th ; July 16 th and July 23 rd. Several members of the Board had some conflicts and it was therefore agreed that the more notice possible the better. Thursdays and Fridays are better for most. Round table Event - The round table event was a success with 4 owners, 2 staff members, 2 GM Search Committee members (Barb and Nate) and two other directors (Carolyn and Brock). The topic of discussion was what would you like in your new GM? - The meeting was facilitated by Director Nate Hart. - Staff really wanted to be heard. Some messages that were delivered from a staff member were that there seems to be a disconnect with the Board utilizing policy governance. Staff members do not feel that they can come and talk to the Board with concerns. It was also suggested that it is difficult for the Board to approach staff directly as well. - Comments from owners indicated that it was a priority for the new GM to be someone who is passionate about the co-op. - Going back to our roots and being less corporate was mentioned by attendees. Taking a stand and then democratically discussing it. - Looking for someone with values having character and values. Discussion ensued about how you measure that. - Owners suggested that the board should be reaching out to the existing ownership more directly to make it known that we are looking for a new GM to encourage them to help refer candidates. - One owner described a method of hiring that included contemplating the question If we could get anyone in the world, what attributes and desirable traits would they have? - Other topics discussed included the suggestion that the Board should engage more with the ownership. Could the Board host more round table discussions? The Board discussed that the idea of having a round table discussion came up from a Board Committee but it was decided that since most of the topics of interest to owners were more operational and was therefore passed on to operations. However, the possibility of the Board hosting their own round table events was discussed. - The Board further discussed the round table attendees suggestion of a disconnect with policy governance and the pathway to access the Board. It was discussed that the system of policy governance does not limit the ability of owners or staff to engage the board. The only limitation of the system is that once the board makes a decision, information about the decision is transmitted through the GM back to the staff. Further discussion ensued regarding a hypothetical situation where staff were to have grievances about the GM. It was discussed that if the board made a decision that resulted in negative consequences for the GM, there could hypothetically be the problem of the GM not transmitting the information from the board back to the staff. However, it was also discussed that 5

6 in this scenario, if the board felt it necessary for the benefit of the staff to ensure that the staff had knowledge of the situation, they could simply ask the GM to allow the board to discuss with the staff. It was also noted that if it was suspected or realized that the GM was not being transparent with the staff in a situation such as the hypothetical described above then there would likely be bigger problems at hand and the board would be addressing them with the GM. The system is clear that owners and staff can come to the Board and the system fits our needs as the Board is then able to direct the GM. Perhaps the problem is the communication to staff and owners about how the system works. The issue could be that the staff does not know how to navigate the system. The staff may believe they have been instructed that they may not go directly to the Board with issues regarding the GM. The board will review the Grievance Policy referenced in B6 and discuss further with Mead at the May board meeting. Policy and Rules Committee 8:57 pm - The Board engaged in the C-Report survey exercise for this month. - The Committee has been looking at the discrepancy of dates on the D reports and believes that the confusion may lie in the difference between the adoption dates versus policy dates. Some D policies from past years may be missing. It was suggested that the committee not go back through all the D reports to amend the dates but rather provide guidance and recommendations for how the dates should be documented in the future to create future continuity. Board Development Committee 9:05 pm - The Committee is hosting two events for anyone interested in being a candidate for the Board. One is Thursday evening, April 12 th at the Zephyr Theater from 6 to 8pm. The second is on Saturday, April 14 th at Tin Bins from 10 to 12pm. - The committee will look at ways to get the message out to people in the store this week including asking cashiers to tell people about it. The committee will request this through the GM. 6

7 - Social media messaging for the events was discussed. The committee does not need Board approval on the language used for basic event notification. - There are three full term (3 years) Director positions available and a one-year position. - Directors Matt Ludt and Carolyn Babilius do not intend to run for the positions. Director Ludt has served ten years on the Board. Director Babilius will be assisting the co-op on the communication plan as needed. Director Dan Puraty is yet undecided. - The top vote numbers received will get the 3 year spots and then the lowest number will receive the one year spot. An alternative method would be to give the candidate with the top number of votes the option and then move to the next highest number for their preference. - The deadline is May 18 th for candidate bios and applications. Events/training - CCMA is May 31 st to June 2 nd in Portland. Directors April Rust and Brock Ehnert are registering. Media: Currents; Website, etc. 9:21 pm - Board recruitment is going out on social media. - The GM Search Committee has notifications out. - The Date and location of the Annual meeting is yet to be confirmed. - Director Chris Jensen is writing the next Board article for Currents. The draft will be placed on Backpack for the Board to review. Directors need to respond with any changes or edits within the week in order to be updated in time for the April 20 th deadline. Reports 9:23 pm - Director April Rust pulled the GM informational report to clarify the inventory discrepancy. 7

8 - Director April Rust moved to accept the GM informational report as clarified without changes. Director Chris Jensen seconded. Motion carries. - April Rust pulled item F B9 Report Urgent GM Succession for being out of compliance due to insufficient training of interim GMs and no remedy for rectifying the lack of training. - Recommendations were made to not accept the B9 report to be able to discuss it with the GM who was not in attendance and to look at a course for remedy. - Concerns for communication issues were discussed. - President Alison Komarek moved that the Board lay over the B9 Report for discussion at the May meeting with the GM. Dan Puraty seconded. Motion carries. - Director Carolyn Babilius pulled item E B6 Report Staff Treatment and Compensation for discussion. - As a result of the discussion regarding the round table event the Board talked about reviewing the procedure for communication with staff over concerns. The Board needs more information regarding the situation to determine if there is a deeper issue or isolated events. As a Board it was agreed that it is a priority to investigate this further. - Although the survey for staff satisfaction shows positive results there seems to be an undercurrent of dissatisfaction. If there were to be a survey for the staff to give directly to the Board there would need to be an amendment of policy. An addition or amendment could be made to both the B6 and the B9 policies to give the Board a way to evaluate the effectiveness of the grievance policy. The Board may request the review of each policy as often as needed and by any means required. Therefore, it could be possible to address current concerns through a request for additional review of these policies. It is well within the Board s policies to ask the GM if the board can speak directly with staff. - It was concluded that there are two issues that need to be addressed. Firstly, policy needs to be reviewed and secondly current staff concerns as well as the staff survey needs to be reviewed. - In addition it was noted from the policies that only 50 percent of managers received training in the last year. - President Alison Komarek recommended that we discuss the B6 policy again with the GM present. - This is a good time to review the B6 policy and the grievance policy again prior to the new GM starting. - Director April Rust moved that the Board lay over the B6 policy for further discussion in the May Board meeting with the GM. Director Matt Ludt seconded. Motion carries. Director Questions & Assignments 8

9 May Meeting Assignments: Leadership Tasks and Work - Plan GM Review Process - Evaluate Calendar Monitoring Report Template & Adjust - Treasurer's Report Board Closed Session - Quarterly Analysis (If Warranted) GM Activities - GM monthly report - Organize & Plan for RMCC Annual Meeting - B.1 Financial Condition - B.3 Asset Protection Board Development Committee - Application Deadline for New Candidates is 3rd Friday of May - Interview Candidates by June board meeting Board Policy and Rules Committee - Draft amendment or addition of the B5 Treatment of Consumers to include further direction for GM on the Annual Meeting. - Review all D policies. Other - CBLD Consultant Call - June 20th is Current's Deadline - President Alison Komarek asked that if any director has a request or ideas for the study and engagement portion of the meeting to please let her know. Study and Engagement time has been allotted for the GM Search Committee but in the event that the Committee does not require the time other topics could be covered. 9

10 Open Session Adjournment 9:53 pm Respectfully Submitted Nicole Sullivan Board Administrative Assistant 10