2012-10 LMC Board Minutes

La Montanita Food Cooperative

Board of Directors Meeting Minutes Draft

October 16, 2012 – 5:30 pm

Board Present: Martha Whitman, Betsy VanLeit, Kristy Decker, Marshall Kovitz, Lisa Banwarth-Kuhn, Roger Eldridge, Jake Garrity, Susan McAllister, Ariana Marcello

Also Present: Vicki Peck, Sarah Wentzel-Fisher, Jennifer Cornish, Terry Bowling, Michelle Franklin, John Mullé. Joan Brown, Pat Bolletto, Sally Jacobsen, Isaura Andaluz – Save NM Seeds / Interfaith Power & Light. Edy Klein, Diane Arbuckle, Jean Cautoun, Vickie Hanna, Alix King, Lynn Keswani – Green Briar Housing Co-op. Maria Globus, Rob Moore – LMC members. Martha Martinez, Alma Martinez – Echo Ridge Housing Co-op.

The meeting started at 5:35 p.m. at the Immanuel Presbyterian Church in Albuquerque.  Jennifer Cornish facilitated the meeting and Sarah Wentzel-Fisher took notes.

  1. General Welcome and Introductions
    Introductions are made. Two coop groups are attending: Albuquerque’s second housing coop, Green Briar Co-op, and Echo Ridge Housing Co-op. Also attending are members of Save New Mexico Seeds and New Mexico Interfaith Power and Light.
  1. Approve the Agenda

Issues Raised: Betsy moved and Ariana seconded to approve the agenda.

Actions Taken:  The agenda was approved unanimously.

Actions Required:  None

  1. Item Title:  Member Comments

Issues Raised: Pat Bolleto of Save New Mexico Seeds – We are here to talk about GMO seeds. I am interested in this because my family members are farmers. Our organization, Save New Mexico Seeds, have brought legislation to the Round House to pass the Farmer Protection Act. We ask that La Montanita discontinue its contract with Seco Spice until they sign an affidavit stating that they will not and do not support the development of GMO chile seeds. Joan Brown has brought a letter to share with everyone attending the LMC board meeting. Today is National Food Day, so it seemed appropriate to bring this to the board’s attention. We would like it to be labeled in the co-op whether or not our local chile producers support development of GMO chile. We will be going to the legislature again this year to try to pass a Farmer Protection Act.

Actions Taken: The board responded by accepting the written statement of the group and stating that the issue would be considered.

Actions Required: None

  1. Item Title:  Consent Agenda
    Issues Raised: Ariana moved and Marshall seconded to approve the consent agenda.

    1. Board Minutes September 2012
    2. Finance Committee Minutes – September 12
    3. Member Engagement Committee Minutes – September 24
    4. Board Development Committee Minutes – October 4
    5. Policy Development Committee Proposal – Marshall
    6. Officer Slate Proposal – Martha

Actions Taken: Passed unanimously

Actions Required: Susan will write a re-cap of the annual meeting and get it to the Membership Department by Nov 10th for the December Coop Newsletter.

  1. Item Title: Management Monitoring Reports – Customer Service & 4th Qtr Financials

Issues Raised: Martha moved and Betsy seconded.

This is a double report

September is Customer service.

Fourth quarter financials are always confusing. We make adjustments at the end of the year, those adjustments are reflected in the fourth quarter, and make things look skewed. This year’s year-end report is very complex. Income for the fourth quarter was ok. We have paid for our POS out of existing funds, while waiting for loan funds to replenish our cash. Our POS system is notable this quarter. We are starting to roll out this system in the next few weeks. For our credit card processing, we’re moving to Mercury Systems, an NCGA recommended vendor. This will save us a significant amount on credit card transactions.

I am now the Secretary Treasure for the NCGA Board. I appreciate the permission to miss our September meeting, it allowed me to do some work at the national level.

Martha – It was a good quarter. I had noticed on the cash flow, a situation around patronage refund.

There’s a good percentage of patronage checks that don’t get cashed at the end of the year. We give a good amount of money to community organizations, the IPC, in particular. Whatever is left gets turned into net income.

Actions Taken:  Passes unanimously.

Actions Required: All board members will attend the meeting.

  1. Item Title: Annual Meeting Game – Practice – Susan

Issues Raised: We have our annual meeting coming up. We give the financial report on the state of the coop. We decided we wanted to find a way for the membership to have more interaction with the board. We came up with a game called “Test you knowledge of cooperative principles.” We have a worksheet players will fill out. Players will interact with the board to get their answers. This will happen in the beginning of the meeting. After the reporting, players will find others filling in a similar colored sheet. They will then work together to fill in a sheet with the appropriate answers. The team that completes theirs first, wins. But everyone wins. We still need to figure out who will tally and review the results. If you have thoughts for other programs LMC does, please pass them on to Susan soon.

Actions Taken: None

Actions Required: Susan will get the slideshow to Terry for the reception area.

  1. Item Title: Board Functioning

Issues Raised: Fee vs. Share Structure – A member recently asked why we don’t allow members to accrue their $15 annual fee towards a lifetime membership. Martha has researched this issue. Most co-ops use a share structure. LMC is one of very few co-ops that follow a fee structure. The suggestion was that this should be a reward to long-term members, but the reality is that we regularly reward our members. This is a conversation that we can have, if a board member wants to take this on. We can bring it to the finance committee if this is a topic we want to address.

It might be good to do an article for the newsletter that looks at how our fee is different than a Cost-Co fee.

Marshall was sent a request by a member to have the board support increasing the minimum wage in Albuquerque. Usually when a request like this comes up, a member will take on sponsorship of the issue, he or she will research the topic and bring this information to the board.

Actions Taken: None

Actions Required: None

  1. Item Title: Board Study – Existing Regional Cooperative Networks – Marshall

Issues Raised: SEE Attachment A

Actions Taken: None

Actions Required:  None

  1. Item Title: Administrative Asst. Duties / Assignments / Task List / Timeline Additions

Issues Raised:

Passed a policy proposal, so Sarah will update the policy manual. Create board manuals for Rob if elected. Kristy will write the next co-opera article. Susan will write the annual meeting summary and submit for publication in the newsletter. Martha will email any other additions for the task list.

Actions Taken: None

Actions Required: See Above

  1. Item Title: Meeting Evaluation

Issues Raised:

It was great to have guests and have them contribute to the conversation, but perhaps we’ve hit our limit for board meeting attendance.

Actions Taken: None
Actions Required:  None

  1. Item Title: Next meeting construction

Issues Raised:

Roger will write the patronage report. Kristy and Ariana will connect with Rob about potential board orientation dates. What parts of the new board member orientation can be restructured to help refresh the full board, and not overwhelm new members.

Finance committee will meet Nov 7th at CDC at 5:15.

Actions Taken: None

Actions Required:  None

  1. Item Title:  Adjourn regular session

Actions Taken:  The meeting was adjourned at 8:15 p.m.

Actions Required:  None

ATTACHMENT A

La Montanita Food Co-op

Board of Directors Meeting – October 16, 2012

Heterarchy & Networks – Ariana

Ariana – I hope everyone found the required reading fun. The optional reading was the first thing I encountered, and it was a little dry. I keep finding more articles.

Heterarchy: when you search this term online, originally this was a medical term. There are a number of definitions of this term.

There are many definitions of heterarchy we’ll use for our discussion this evening:

  1. Three or more hierarchies that collaborate.
  2. An orderly arrangement with social structures that tie systems elements together, though not in a hierarchal manner.
  3. Heterarchies involve relations of interdependence and flatten hierarchy between autonomy and integration.

How do we grow and sustain network systems? Networks and systems are complex, and each variable in these are equally complicated. We participate in many identity-based networks—familial, ethnic, old boy, collegial. These are sustainable because they are inclusive. Co-op networks are harder to sustain—the typical methods may not be trustworthy under the circumstances of co-op participation.

With the cooperative principles in mind, what sort of sustainable network could we develop? Website development, for example, requires a number of different types of expertise, without a hierarchy.

Some do and others don’t consider heterarchy a network. The thing that differentiates a heterarchy from more traditional networks is there’s a different kind of communication that changes the type of authority that individual players have. Channels tend to be open to all, and technological tools for communication often facilitate this type of communication.

Question 1: The board has done a good deal of work in this regard. Does the reading give new perspective on the types of communication we use to develop co-op networks?

Most of the board agrees that the third definition of heterarchy seems the most interesting to explore. Really, this is a way to examine what we would like our network with other co-ops to look like.

When we opened our new stores, we recognized that we couldn’t require individuals to engage at a governance level, but we could make it accessible.

We also engage in these sorts of relationships with NCGA, as an organization, and with other natural foods coops in other places.

Marshall has been researching other coops in NM. What does it mean for the process of engaging other co-ops of other types in the state? How can it help us both define and utilize our common interests? Does exploring heterarchy mean something more for this process?

Ariana – When I ran for the board again, when I was asked to explain what I imagined for the medium and long term of the coop, I responded that I imagined a network or grid of co-ops.

Susan – I wonder how it works when co-ops come together, and the participants aren’t in similar places developmentally?
Lisa – I think it’s hard because it means the power suits have to put on jeans, and be willing to set aside conventional ideas of power.

Martha – I think about Tucson Cooperative Warehouse. It was too many disparate interests needing to be met.

Betsy – Which I think this speaks to the point, there has to be a benefit to participation. There has to be something they can do together that they can’t do separately.

Martha – What if we take self-determination. This could be a concept for co-ops to rally around.

Marshall – How could this network help create more independent sectors in the economy? I think this points to a need for discussion about whether we want to engage in a larger cooperative network? It also points to governance. Is there a network that could be created around supporting other coops in developing stronger governance?

Terry – I think in many ways this is NCGA has done this. There are coops of all different sizes and structures, but we all work together and share information.

Betsy – I have been part of those types of networks that share interests and knowledge, but I think we’re talking about something different than that, something new.

Vicki – In the history of the coop, and how it reflects social needs and trends, it seems to me that there is a need and desire for a cooperative economy. If people really want a just and sustainable local economy, the cooperative model really needs to be introduced. In the article about how to structure an office for heterarchy, I began to think about physically putting ourselves in proximity of other coops so that conversation can happen.

Betsy – I loved the article about space. It’s intriguing to think about the space issue. I love the idea of having a shared space with other coop boards

Ariana – In both the physical and digital – how do we create/provide spaces where differences aren’t so evident. Innovating around the unknowable. Vital meeting space. A cooperative community.

Vicki – In terms of this board, I see two places we already have where it’s happening. One is at our board meeting; the other is at the CDC.

Betsy – I’ve been invited to a number of meetings in the past month, and many of them have happened at WholeFoods, but when I’d rather it to be the coop. How do we make our stores better meeting places for community dialogue?

Jennifer  – Where is the network conversation centered?

Betsy – I think a network that is more robust than just getting together, is focused around “the big idea.” That’s when the idea that heterarchy is not for the faint of heart comes into play—when coops have to organize around and do the hard work.

John – I think that Vicki has already expressed the big idea, which is we need to foster a cooperative (vibrant local) community. Can we partner with other coops—the bike coop through a loan from the loan fund, the housing coop through advertising—in exchange for benefits to our members.

Vicki – I think that there are a number of people already engaged in this philosophy.  I think what we’re really talking about is a vibrant local economy.

Lisa – Nob Hill, the neighborhood, is an interesting example of this.

Martha – I think the public characters idea was really important. I think about our aging upper management, and how we plan succession for these roles?

Roger – I thought the Malcolm Gladwell article was great – how do we do a better job of reaching out to be a hub.

Sarah – That’s why the meeting place is so important.

Ariana – How does the board become a better hub, as a whole, and outside of our meeting time?

Vicki – Thinking of hubs. Roger, while you weren’t a natural hub, you were a hub, because everyone needed your signature. In the co-op the hub is the register.

Martha – I wonder what sorts of hubs we have in our membership.

Sarah – See our volunteers as hubs in the membership.

Susan – Years ago the arts community did a map of connections within the community. I think creating a map like this would be really enlightening, and catalyzing.

Roger – What happens when one hub starts talking to other hubs.

Susan – You start getting a really amazing exchange of ideas and information.

Roger – So have we created a hurdle to that sort of exchange through policy governance?

Martha – we’ve definitely created a bureaucracy.

Lisa – that’s why the sentence, that heterachy is not for the faint of heart.

Martha – That’s why we created accessibility and transparency.

Lisa – having a big window doesn’t mean people will look in.

Vicki – That’s why the vision is important. I also think scale is important. I checked out this factory in Tucson, and no one could get a job there, because no one left. There was a study done which looked at why the sense of ownership existed, and it had to do with the scale of the organization.

Jennifer – what are the consequences of this conversation?

Ariana – Where I came to this was from our visitors from other coops, and our conversation about local economy, and the connections we articulated in our retreat activities. The subject of growing and sustaining networks grew out of that, so how do we open our selves up to the big idea, how do we communicate that to others, and how do we form hubs to work on these complex relationships. The vision never stops, its always responding and evolving—that’s how the conversation is sustained.

Martha – I think a good place to start is connecting with other coops.

Betsy – Earlier when those women were here talking about GMO chile, while some of that discussion is an operational issue, a significant part of this is embedded in our ends statement. I think it points to a need to develop better tools for measuring our ends to help our GM report on some of these, and the ways in which we as a board pay attention to them.

Marshall – I love the idea of developing a vision as a way to inspire other coops.

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