Duck Soup Coop
Board Minutes ~ January 6, 2005
Present: Peggy James, John Naples, Cynthia Nelson, Tania Nezrick, Ruth Peterson, Mary Helen Polensky, Kathy Stelford
Absent: Jim Neale
President Stelford called the meeting to order at 5:40 p.m. Nezrick moved and Polensky seconded a motion to approve the minutes as circulated. Motion passed.
The next meeting dates were set:
February 10 at 5:30 p.m.
March 10 at 5:30 p.m.
Manager’s Report
James asked the board to choose the best slogan from those submitted. The choice was Healthy Choices, Member’s Voices which is a modification of one that was submitted. Other submissions will be used from time to time in various ways.
James asked if the board would affirm advertising through Public Radio this year. There was general consent for this move to be done at Peggy’s discretion.
An anonymous donation of $5000.00 was made as seed money for the point of sales system. James will visit with Ken Geiger (Winona, MN), a consultant who has developed such a system for coops, when she goes to the next Cooperative Grocers Association meeting in Minnesota this month. She will also investigate other systems and report next board meeting.
The Ad Hoc committee will meet this month and plans to have a report for the March board meeting. No Long Range Planning meeting will be set this year, but maybe a board retreat after the Ad Hoc committee has done the preliminary work on the reset floor plan, budget and financing options are prepared. UNFI has a reset specialist and a planographer (many of us learned a new word at this meeting) that James will speak with to help with the planning. She has made an initial contact already.
The Sycamore High School is doing a wellness fair on February 18 and Peggy will work on staffing that. The Alternative Energy Fair will be August 13th and 14th. DSC will again have a booth.
Other Business
James passed out emails gained from the membership renewal forms. A number of members have asked to be notified of meetings of the board and committees. James will put up a signup sheet for any others who might be interested. It was suggested that a board other than the bulletin board be devoted to board minutes and activities related.
James passed out copies of the part of the Illinois statues governing cooperatives that speaks to meetings other than face-to-face meetings for the board. She also included some paragraphs from Robert’s Rules of Order. Nelson moved and Tania seconded a motion that the board establish a Standing Rule allowing electronic discussions of board business with voting on an issue as a further option. If a vote is taken, it shall be governed by the rules set forth in Illinois State Statues (805 ILSC 105/108.45.a,b,c.)
These read as follows:
(a) Unless specifically prohibited by the articles of incorporation or bylaws, any action required by this Act to be taken at a meeting of the board of directors of a corporation, or any other action which may be taken at a meeting of the board of directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors and all of any nondirector committee members entitled to vote with respect to the subject matter thereof, or by all the members of such committee, as the case may be.
(b) The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more directors or committee members. All the approvals evidencing the consent shall be delivered to the secretary to be filed in the corporate records. The action taken shall be effective when all the directors or the committee members, as the case may be, have approved the consent unless the consent specifies a different effective date.
(c) Any such consent signed by all the directors or all the committee members, as the case may be, shall have the same effect as a unanimous vote and may be stated as such in any document filed with the Secretary of State under this Act.
The motion passed with five ayes and one nay.
James offered to notify all who signed up for email notification of any committee meetings and asked for anyone calling such a meeting to inform her. The secretary will notify those who requested it of the regular board meetings.
President Stelford made the following committee assignments:
FINANCE: James, Naples, Nelson
MEMBER BENEFITS: Nezrick, Polensky, Stelford, James
PERSONNEL: Naples, Peterson, Polensky, Stelford, James
OUTREACH: Neale, Nezrick, James
AD HOC: ( a continuing committee) James, Neale, Nelson, Nezrick, Webster
Nelson moved, Polensky seconded that Stelford (president), Peterson (secretary), and Naples (treasurer) continue in their offices and thus continue to serve as the Executive Committee of DSC.
Nelson moved, Polensky seconded a motion to adjourn. The meeting was adjourned at 6:42 p.m.
Ruth Peterson
Secretary