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Monday, March 22, 2004 (7pm) MINUTES APPROVED
Board
Present: Graeme Hussey (President/Board Chair, Human Resources Committee Liaison), Andy Summers (Vice President, Promotions Committee Liaison), Geoff Webb (Treasurer, Finance Committee Liaison), Christie Stephenson (Secretary, Annual General Meeting Committee Liaison), Anil Reddi (Chronicle Committee Liaison), Justin McNabb (Food Issues Committee Liaison), Lachlan Story (Member Labour Committee Co-Liaison), Ed Fielding (Orientation Committee Liaison), and Aysa September (Web Committee Liaison, Member Labour Committee Co-Liaison).
Regrets: Grif Cunningham (Maintenance Committee Liaison)
Staff
Present: Sarah Fairley (General Manager)
1. Approval of Agenda
Agreement by consensus to approve the agenda.
2. Correspondence and Announcements
Graeme indicated he had not received any correspondence from members. Christie noted there had been no email messages sent to the board.
3. Minutes
Agreement by consensus to approve the minutes.
4. In-Camera Session
Discussion under this item remains confidential. Sarah agreed to file the minutes of this session.
5. Committee Reports
5A. Member Labour Committee (Aysa & Lachlan)
Report submitted:
NOTE (from chair): there are three outstanding member labour changes from the previous meeting that will dealt with at this meeting.
Date of last meeting: March 10th, 2004
Date of next meeting: March 26th, 2004
Action Items Completed:
- Implementation plan for upcoming policy changes finalized and the committee has begun doing selected tasks.
Action Items Not Completed:
- Translating the Board approved changes into a redone “Member policy and regulations” document is still in progress. Task is pending decisions at our March meeting, and will be brought forward for the April meeting.
Announcements to Board and Committees:
- There will be a special issue of the Chronicle coming out on the 10th of May called (I think) “Making it Work” - devoted to exploring and explaining all the upcoming changes (plus some fun stuff!). Lachlan is heading up organizing the writing of this document, while the Chronicle will provide editorial expertise.
Questions for the Board:
- In terms of distributing information to our membership about the upcoming changes, some discussion of whether a mass mail-out to our members is a good idea or not would be helpful to the ML committee and the implementation plan. This would cost some money, and we don’t have an approved budget…
- Alternatively or in addition to the above, we may want to request more money go to the Chronicle so that they can print off more issue than they normally do of this special issue.
Discussion
It was agreed that to notify members notice of the Member Labour changes, everything but a mail out would be pursued (posters, notices at cash, website, Chronicle, and stapling little notices to cards). Lachlan said the committee would proceed in conjunction with Sarah.
There was discussion about three outstanding issues: giving non-working members the options of a general surcharge or a flat monthly fee equivalent to the Work Shift Cash Equivalent (of $ 9.00 per hour); the proposal to have membership options to join as a single member (2 hours a month and $70 loan) or as unit of two adult members (3 hours a month and $100 loan); surcharge increase.
There was discussion on the proposal to giving non-working members option of a general surcharge or a flat monthly fee. Geoff indicated there was concern by some finance committee members that who felt the $9 rate was so low as to possible discourage working members. Justin said he was concerned that a flat fee would devalue member labour. Geoff said the amount of generated from surcharge was low relative to other revenue, and that he was more concerned about the impact of changes on general revenue than the amount collected through surcharge. Aysa said she was conflicted about the issue of surcharge vs. flat fee, as ideally she would like to see just giving one option (ie. flat fee), but for financial reasons she would caution against abandoning the surcharge.
There was agreement by consensus to adopt the recommendation.
There was discussion on the proposal to have two membership options such that an individual could join who does 2 hours a month and pays one $70 loan or two adult members joining who do 3 hours of work a month between them and pay a $100 loan. Anil said he was not in support of the proposal, as he felt individuals should individually join and each owe hours. Lachlan said he had some concerns about approving only half the proposal if the other part can't be approved by the board under Karma bylaws.
There was agreement by consensus to defer the issue.
There was a discussion about the idea of increasing the surcharge from 8% to either 10% or 12%. Directors who had attended the members' meeting on the subject (Lachlan, Graeme, Geoff, Christie, Justin and Ed) overviewed the discussion and noted that when there was a vote at that meeting, one person had supported maintaining the surcharge at 8%, one person voted to increase to 12% and the remaining 10 or so people voted to increase to 10%.
There was agreement to accept the recommendation to increase the surcharge to 10%. Anil’s preference of an increase to 12% was noted.
5B. Chronicle Committee (Anil)
No report submitted
5C. Finance Committee (Geoff)
Report submitted
Date of Last Meeting: February 21, 2004
Date of Next meeting: March 27, 2004
Action Items Completed:
- Reviewed the proposed member labour changes and forwarded the Finance Committee feedback to the Member Labor Committee
- John Biggs reported on some of the Financial History of Karma, John will be tracking some of our financial trends to help us better anticipate future trends in our finances. This forecasting will be used to develop the cash flow data needed for our line of credit
Action Items Not Completed:
- Projects to be assigned to Finance Committee Members.
Announcements to the board and committees:
- Budget 2004 process is under way. As the owner of Karma's budget the treasurer and finance committee has decided to break away from our usual budgeting process of setting our budget based on the previous year's figures. For Budget 2004 we will be developing a consultative process with the various committees, board, staff and general membership to solicit realistic revenue and expense expectations for the next budget year and to support those numbers with a concrete plan (with the buy in of the committees), this will also enable us to better budget the committee expenses and will tie the efforts of the committees, board and members into the financial well-being of Karma. Our first round of consultation with the committee chairs is scheduled to take place in April.
Questions for the board:
- Would it be valuable for the Board to attend the April Committee Meeting or could we set aside time in the April Meeting to discuss Board Member's priorities for the 2004 Budget?
Other Notes:
- We require a Budget 2004 link on the Karma Website to solicit the feedback of the General Membership.
Financial Statement for March 2004
5D. Food Issues Committee (Justin)
Report submitted:
Date of Last Meeting: March 8, 2004
Date of Next meeting: April 12, 2004
Action Items Completed:
- Product Action Report created. Karma members can submit a form to the Food Issues Committee requesting information about a Karma product that concerns them. The aim is to create a dialogue with the members and help the staff with product questions.
- Supplier Questionnaire completed. This list of ten questions will aid researching the ethical practices of our suppliers.
- Conventional and organic bananas researched. Results to be available to the membership via Chronicle article.
Action Items Not Completed:
- Metrics/Scoring System requires more testing. Also, many of the terms used in the Product Policy need to be clearly defined (eg. Wasteful packaging, unnecessary drugs, minimally-processed).
- Metrics/Scoring System will result in signage that shows a product’s score with a letter grade and a simple icon for each Product Policy category.
Other Notes:
- The Food Issues Committee may be looking for a couple of new members.
5E. Maintenance Committee (Grif)
Report submitted:
Sarah and Grif met last week and agreed on the following ways we might/should organize our committee in order to rationalize its behaviour.
Decisions and Suggestions
- We think we need two approached to maintenance management. We should delegate Sarah to spend her maintenance budget without much interference from the board. The budget is only $7000 per annum.
- Kay Kruger would supervise our skilled worker members who do most of this work. Sarah would be the contact person.
- A committee would be set up of 2 people plus Grif to handle the capital maintenance jobs that need doing and need board input. Sarah would be kept informed and would help direct us in setting our priorities. Grif would keep the board informed and take direction from the board.
Sarah and Grif think this is a sensible way to manage Karma maintenance.
Discussion
Sarah clarified that the Maintenance Committee would be responsible for large capital projects while she would supervise general maintenance and small jobs so the committee can focus on more importance projects and planning. The board agreed with the approach recommended by Grif and Sarah.
5F. Orientation Committee (Ed)
Report submitted:
Date of last meeting: Dec 15, 2003
Date of next meeting: TBD
Next meeting called by Sara Pulins to inform committee of upcoming changes.
5G. Promotions Committee (Andy)
Report submitted:
Date of last Meeting: 24 February 2004
Date of next Meeting: 27 March 2004
Action Items Not Included:
- Pending mandate review, role definitions etc.
Announcements to the board and committees:
- Caucus Recommendations to Board available
- Promotions Committee avenues:
- Coffee Klatch
- Seedy Saturday 13th March
- Craft Sale and Open House April 24th
- Plant Exchange/Open House May 15th
- Bike Day/Open House June 5th
- Investigating Children's Circle Time
Questions for the Board:
- Creation of Promotions Committee member Supplier liaison. “A member that knows about ordering and gets along well with the staff to coordinate with suppliers and managers for different initiatives. (i.e. obtaining samples, partnering at outreach events, meet the vender days etc.)”
- Board member Rotation for Open House at the Craft Sale.
Other Notes:
- No meeting of Promotions Committee until 2 days prior to Board meeting
- Karma Coffee Klatch surveys continue to be positive
- Consider disclaimer at meetings…recommendations only, please seek advice of your practitioner.
- Sizes of venue now a concern Investigate alternatives to “Grapefruit Moon”.
- Consider as “Best practice”
- Branding…brochure and poster logo underway
Discussion
Andy said he will need board members to attend the craft sale and will coordinate by email. Geoff noted that he and Christie would be at the Finance Committee meeting at that time.
5H. Web Committee (Aysa)
Report submitted:
Date of last meeting: 18 March 2004
Date of next meeting: 29 April 2004
Action Items Not Completed:
- Implement interface for Promotions updates to the site.
- Design and implement interface for posting Member Labour shifts to the site.
- Investigate Web hosting services and decide whether to upgrade or switch providers by May 31
Announcements to the board and committees:
- Some committee members have reduced their commitment, so we have an even greater need for new members. PHP and MySQL knowledge are desirable.
Questions for the board:
- The committee wants to conduct a short survey to ask members about their Internet use and what they want to see on Karma's Web site. Questions are currently being drafted (no more than 5), and the survey would be available on paper near the cash in the store and possibly on our Web site. What do you think of this idea?
- A committee member wants to investigate the potential for a partnership between Karma and Toronto FreeNet for mutual promotion to members. What do you think of this idea? Should the web or promotions committee initiate this?
Other Notes:
- Further to Karma's policy development, the committee noted the need for a privacy policy (particularly related to the use of email addresses collected from members).
Discussion
Aysa reported that the committee had finalized survey questions for the site. She asked whether the committee should pursue investigating options with Free Net, which the board agreed would be worth looking into.
5I. Annual General Meeting Committee (Christie)
Report Submitted
Date of last meeting: NA
Date of next meeting: NA
Action Items Completed:
- Draft AGM committee terms of reference
- Post notice in store and website advertising for committee members
- Contacted several prospective committee members
Announcements to the board and committees:
- Jason Diceman has agreed to serve as chair of the committee and Grant Lowe as a member
- The first committee meeting will likely be scheduled next week
Questions for the Board:
- Does anyone know any other members who might like to serve on the committee?
Discussion
Christie noted that Howard Kaplan has since indicated he would be willing to volunteer with the committee. Andy asked that he be cc.ed on any policy related discussions.
5J. Human Resources Committee (Graeme)
Report submitted:
Date of Last Meeting: Monday February 16
Date of Next Meeting: Monday March 29
Actions Items Completed:
- Develop a GM staff file
Action Items Not Completed:
- New GM contract
- Developing committee mandate, roles, responsibilities
- In the process of recruiting new committee members. Ideally the committee would like to add two members with human resource management experience. The committee advertised in the Chronicle for new members.
Announcements to the board and committees:
- One member of the HR committee has resigned
Questions for the board:
- Do we want a standard procedure to add new committee members?
- Should committees need board approval to add new members?
Discussion
Graeme noted that Sarah’s contract would come to the board for approval, and that Geoff was overseeing that process. Geoff added that the HR committee would develop an application for new members.
6. Executive Reports
6A. President (Graeme)
Report submitted:
Action Items Completed:
- Organized special surcharge meeting
- Wrote Chronicle Article
Action Items Not Completed:
- Assisting volunteer to develop draft Karma pamphlet (will provide a copy for feedback at the board meeting)
- Developing a committee manual for the finance committee. The manual will include roles, responsibilities, communication and goals for the committee, among others.
Announcements to the board and committees:
- Committee retreat, April 17, 2004. A chance to network and develop committee goals and expectations. Expectation that the GM and liaisons will attend.
Questions for the board:
- I am finding it extremely hard to communicate with Brian Iler, either by phone or email. With Brian’s permission do we want to investigate finding another lawyer?
- Do we want to have a spring retreat? What are the possible dates?
- I am in Vancouver on April 26, the date of our next scheduled board meeting. Can we change the meeting to April 19?
- I have received two proposals from Karma members to provide services for Karma that we currently are not fulfilling, that are needed and that are the responsibility of the board and staff. Do we want to start to contract out or pay for services that we would like to fulfill? NOTE: This needs to involve a much larger discussion on how we decide priorities and how we choose to pay for services.
- At the last meeting we discussed the possibility of having meetings twice a month. Do we want to move this way? When would the next meeting be?
Other Notes:
- Attended Chronicle, promotions, finance committee meetings
- Attended Coffee Klatch
Discussion
Agreement to reschedule the next board meeting for April 19th. Agreement to defer the discussion on contract service proposals and the issue of meeting twice monthly.
There was discussion about the usefulness of holding a retreat for committees that, among other issues, would address budgeting and the impact of committee’s work on Karma’s financial health. Agreed that it would be desirable to hold the meeting. Graeme and Geoff will organize it.
The Board Retreat date was set for June 12th. The general mandate will be to revisit progress since the last retreat and to plan to move forward.
Graeme added that a non-member is working as a volunteer on a branding/marketing plan for Karma, which the development of a brochure being the top priority.
6B. Vice President (Andy)
Report submitted:
Action Items:
- Policy review requirement, discuss
- Manual commencement for review by board. Policies to follow.
6C. Treasurer (Geoff)
Report submitted
See attached spreadsheet.
Discussion
Geoff noted that February had been a good month. Gross profit was on target, net income was significantly higher than budgeted, and sales were way up.
6D. Secretary (Christie)
Report submitted:
Action Items Completed:
- Draft February 2004 board meeting minutes and distributed to directors for review
- Amended January 2004 board meeting minutes, distributed electronically to board members and submitted for website posting
- Draft roles and responsibilities policy for finance committee that could possibly be used as a model for the board other committees
- Attended member labour proposal meeting
- Checked board@karmacoop.org account for messages intended for the board
Action Items Not Completed:
- Have not yet met with the member undertaking the inventory project
7. Manager's Report (Sarah)
Report submitted:
Payments to the receiver general are up to date.
Retail sales tax and WSIB payments are up to date.
Sales & Expenses:
- The sales appear to be above target for the month of March.
- The expenses appear to be on target for the month of March.
Staff:
Capital Changes
- Nothing to report.
Operational Changes
- New inventory controls are being developed in order to improve the purchase to sales ratios of targeted departments. Improved cash flow should result. These initiatives are limited in their effectiveness and scope by the lack of a computerized inventory system.
Member Labour:
- Daytime cashiers are in short supply resulting in a greater reliance on last minute sign ups.
- Staff are spending more time finding members to fill these shifts, however since most of these shifts are eventually filled, there has not been a significant increase in the number of staff hours spent filling unfilled members shifts.
Miscellaneous Items:
- The Metro Credit Union Line of Credit application is nearly completed.
- A report, either of the outcome of our application or when to expect a determination will be prepared for the April meeting of the Board of Directors.
Announcements and Questions to the board and committees:
- Does the Board of Directors want to conduct another member survey?
- Karma’s member survey was conducted in September 2003. Though the analysis of the survey results are still in process, a decision is needed soon about whether to conduct another survey this fall. The initial intention was that the survey would be conducted annually in order to address changing trends within the co-op.
- Information is needed to determine what has driven the recent increase in store sales and to help staff to determine where to make improvements in the coming year.
Discussion
Andy requested that Sarah add information to her reports regarding staff sick days and absenteeism.
Sarah noted that she is still investigating the directors insurance application.
Lachlan asked to what extent the increased sales could be attributed to the increased mark up. Sarah said only a small amount.
There was a discussion of the usefulness of conducting another member survey this year. Sarah said she thought there would be value in doing so and noted that last year’s results were intended to serve as a benchmark for multi-year analysis. Sarah and Aysa agreed to meet and bring a recommendation to the board on how best to proceed.
8. Business Arising
9. Other Business
Agreement by consensus to adjourn.