cooperative grocers network · cooperative grocers' information network board of directors...
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To strengthen all retail food cooperatives by creating community
and facilitating the sharing and development of resources among members.
COOPERATIVE GROCERS' NETWORK Board of Directors Meeting Proposed Agenda
1 hour Thursday, September 27, 2012
! NEW TIME: 3:00 PM Eastern; 2:00 PM Central; 12:00 PM. Pacific !
Call in number: 866-740-1260 Access code: 4369173
September Focus:
Financials, Membership approval process, Governance: Calendar for rest of year.
Agenda Item Prep Work / Background
Desired Outcome Who Time
Opening: • Purpose, outcomes • Agenda review • Minutes review
Review agenda and July 2012 minutes –
Approval
Ben
2:00-2:05 (5)
Operations Report: • Financials
Read Operations Report, financials
Clarifications Danny 2:05 – 2:15 (15)
New Membership application process
Review Application Process and form.
Discussion Affirmation of support for process
Danny 2:15 – 2:30 (15)
Governance: Calendar, Roles, Management contracts, PoGO update
Organizational Calendar
Discussion, next steps
Ben 2:30-2:45 (15)
Burning issues or meeting creep
2:45 – 2:55 (10)
Close • Summarize agreements
• Review next steps • Evaluate meeting
Chair. 2:55 – 3:00 (5)
Co-op Grocer Network Organizational Calendar 2012-2013
Board Operations Member-linkage Meeting focus Board
perpetuation and development
Activities Activities include annual meeting, reporting to members, learning what values are held by members.
Activities include operational tasks and projects
Activities include member survey, member orientations, other opportunities for connecting members to CGIN.
Foci for each meeting
Activities: update the board’s yearly calendar (G3.1),budget, recruitment, training and orientation of new directors
Sept. 2012
Board meeting 09/27 PoGo transition Presidential transition
PLAN Implementation
Regroup; PLAN implementation issues: CG transfer; member approval; 2012 dues.
Martha – orientation Update Board Calendar
Oct. 2012
Board meeting 10/25
PLAN Implementation Website rollout
Performance Review Prep PoGo Transistion
Nov. 2012
Board meeting 11/15 Performance review
New website rollout. Member renewal materials
Draft annual report New CGN dues structure
Performance review; 2013 Plan and Budget; New website review. PoGo Transistion
Dec. 2012 Board meeting 12/20 Management Contracts
2013 Member renewal marketing
Annual report/ dues restructuring communications
Management contract; Membership marketing PoGo Transistion
Jan 2013 Board meeting 01/17 Member marketing PoGo Recruit candidates
Feb 2013
Board meeting 02/21 Board performance review
Member marketing Prep survey
Recruit board candidates
Mar 2013 Board meeting 03/21 Member marketing Implement survey Member survey
prep & nominating committee/Financials
board nominations due
April 2013
Board meeting 04/18 Board evaluation
prepare for CCMA and annual meeting Prep Ballot
Member survey results. Annual meeting prep.
nomination statements & photo due
May 2013 Board meeting 05/16 prepare for CCMA Ballot and meeting agenda
Strategic Planning Session; Annual Meeting
June 2013
Strategic Planning Session (15 June) Annual Meeting Annual Meeting Annual meeting Good times
New board members elected, Appoint officers
July 2013 Annual Meeting review
Annual meeting review
Annual meeting review
Orient new board members
Aug 2013 No board meeting
COOPERATIVE GROCERS' INFORMATION NETWORK Board of Directors Meeting MINUTES: 19 July 2012 PRESENT: Martha Whitman, Dan Gillotte, John Eichholz, Ben Nauman, Doug Walter, Jane Harter, Travis Hance STAFF: Dan Nordley, Heewon Lee A. MEETING PRELIMINARIES 1) The meeting was called to order at 3:04 p.m. (Central) by Dan Gillotte. 2) Discuss agenda 3) Welcome to Martha 4) Ben asked about clarification about CG transition … what are expectations? Dan G. said he will get approval to sign contact from meeting and Dan G. and Dan N. to sign contract. 5) Minutes from May 24, 2012 approved by board. (Typo on page 2—NCGA has been correctly changed to NCBA.) B. OPERATIONS REPORT 1) John asked about organization of sections, Dan N. explained the structure of the report. 2) Ben talked about directors listserve community. Interested in charter of the group, wants board to keep pulse on that. If it’s a charter for a group separate from CGN, that’s fine, but if it’s a charter for a group a part of CGN, then a problem. There seems to be anti-CDS group language … not sure about this. Want to make sure it’s a group of independent people and CGN happens to have interaction with them. Charter from Matt Ludt coming. John said there isn’t a clear place within the organization for this group. Are they part of CGN or participating through CGN? Must pay attention to this. Doug said there is a directors listserve and last year we asked people on that listserve to give us feedback, which they never did. However, the process of them talking seemed to be productive. Produced some anti-CDS sentiment and other things produced was people saying wait, not where we want to go. We have something like an organic group. We don’t know where it’s going to go, have to be careful about direction. Are they going to ask us to adopt charter as part of CGN? We could consider it but might not accept it as such. He believes Dan N. has been doing a good job working with Matt to get someone who is calm and measured about what they are trying to do. It’s good that staff is letting the CGN directors know that this is going on. Duly noted and let’s keep an eye on it. Martha said to be prepared that they will want a chartered seat. They have been disappointed that NCGA not been willing to cater any programs to them and apparently all of NCGA’s resources are in contracting with CDS to do board development. That is not true in the Western corridor but appears to be true for Eastern and Central. They feel that everything is too controlled by CDS. They don’t like the listserve to be monitored by CDS. Ben is disconcerted by this.
Doug said he isn’t sure what a seat means. But one of the reasons there is a moderator on that list is because the turnover among directors greater than the Ops or HR. If they come up with a proposal CGN can listen to it. Jane is curious about wanting a seat. Is it staff wanting a seat? A seat on this board? Martha said they want real influence and have a place to create real board development networking. They can’t get a home at NCGA. They are looking for a home or creating a new one. John asked if they want more control over types of networking they can do on CGN or are they going to use what we have and support that by giving suggestions? Dan N. said to wait for them to come up with something and CGN should move on. Ben said appreciates the inclusion of info in the report. Doug talked about organic groups and listserves with Dan N. That transition will need handolding. As a user, he will try to support transition and explain what’s going on. C. FINANCIAL REPORT 1) Dan N. cited the accomplishments of CGN over the past year. Made progress toward goals. Congrats to all for progress. 2) Doug said this should be a useful tool for assessment. Dan G. said he liked from KZ and Bella was a simpler report. Dan N. said he’ll try to clean it up a bit. 3) Ben asked if on the balance sheet if it is common to have total assets six months into the year smaller than prior year. John sees it as a result of a negative net income—thus depreciating and a way of decrementing the cash somehow. Probably CGN had an intentional loss budgeted of about $50,000. We have some web development and a board retreat and a couple other expenses higher than last year that contributed to that loss. 4) Ben asked publication revenue—is that pass through on the income side of things and cost of goods side of things? In both cases his understanding 4310 and then subaccount that that’s revenue we take based on products we purchase from someone else and then pay someone else. Looks like difference between two is gross profit for us. Is it really the case for NCGA publications we’re earning close to 50% margin on those publications? Dan hasn’t posted this part yet. Ben said we are overstating our gross profit a bit. Dan said yes, but should go down about $800, we get about 15%. The 5100 NCGA publications margin is 10-15%. Need a bill from East End. Need to close out June but it’s close. 5) Doug asked about the A/R Aging summary … 15 co-ops near place of cutting off. How move forward? Dan N. said to give them one more shot. Already he has contacted them repeatedly. A third are still in transition. He was hoping to have more to tell them about the new CGN. We’ve let them go along. Now is the cut-off
point. Perhaps we’ll get their attention if they are cut-off from the listserves. Doug said from financial POV we can’t give free service—must negotiate if they want a scholarship and they are not in dialogue with us about that and it’s a problem. From organizational POV, he wouldn’t like to lose members. Dan N. there is potential that income could go down $4-5K. Doug asked if there is support from directors needed? Dan N. support will come next year bringing them in, but said no unless they want to contact people on the list. John said to take Troy Food off list due to being out of business. Dan N. asked if this was unusual. Jane asked if there was any written procedure about what happens if you don’t pay the dues. Dan G. doesn’t think it’s happened in the past this late in the game with this many co-ops. Historically it’s been small co-ops that can’t afford it. Usually there is a conversation about if they need scholarships, etc. Dan N. assured board that everyone on list has received phone calls. The board agreed to give them a last warning and then cut-off. D. CG TRANSITION AND GUTKNECT AWARD PROPOSALS 1) Proposal for the interim transfer of CG magazine to CGN Dan G. they should vote to authorize Dan G. to sign contact. John noted that things in the contract that NCGA (for instance six editorials). Appendix B, item 7, should discuss and item 6 seems specific to NCGA. John said board should look at this as an actual contract. Dan N. said items are almost archaic and not to worry about it. John said to strike items 6 & 7 from list. Dan G. said the board could approve Dan G. hashing something out with Dan N. and being done. Ben said first sentence had a typo and should be caught. Expectation that board was going to reassign exact same agreement that NCGA had with TPC for publishing the magazine but looks like a couple areas where language is different. Example is on item #4. NCGA agreement is that NCGA will receive $7,500 or 7% of gross revenue whichever is higher. But the version we have is only 7% of gross revenue. The other area of difference is in the first paragraph—it reads that the magazine may be published in print and electronic format. Is there a reason why it’s different from the other agreement? Ben is reading a different contract. NCGA and the CGN one. Dan N. said he is at a loss because he’s looked at it once in five years. He said he would like to go over it with Dan G and tidy it up. Essentially will get 7% of revenue. Dan G. will work on a draft and get approval by board. Doug said it will be clarified and get typos corrected and will have updated language over discrepancies. Dan N. said this is a temporary contract. Doug said the expectation is that we’re going to move to a situation where all the revenue is going to CGN and CGN is making a payment to TPC for the fair value of producing the magazine for CGN.
Doug said there should be a motion to authorize Dan G. to negotiate with TPC to formalize a contract for publication of CG magazine to be accepted by August 16, 2012. Ben asked if it has to come back to the board. Doug said yes, but perhaps the board can approve it by email. Motion by Doug, seconded by Martha, motion approved. Dan G and Dan N will work on a draft to be approved on or by next board meeting. Dan N. said he needs a similar contract with CGN so magazine isn’t in limbo. For now, Dan N. is acting as business as usual except with CGN and not NCGA. OK’d by everyone. 2) Proposal to award Dave Gutknect money Dan N. said that Dave G. was important part of process. Seems like a nice gesture. He sold it to NCGA for a song, and maybe this might be one way to compensate him. Dan G asked for questions about the proposal. Dan G. said he feels strongly about Dave being a great guy and an important contributor. But doesn’t feel comfortable with the money coming after the deal is done. Wish we could have talked about it and built it into the THE PLAN. Doug said when board talked about it previously Dan N. characterized the money as being revenue that was going to happen anyway but that it was coming to us unexpectedly rather than going to NCGA. Dan N. said that we did have a couple windfalls so that the funding was set up but also could lose some too. Ben seconded about Dave as a contributor but needs more compelling info to support proposal. But not willing to support this at this point. Dan G. suggested that if Dave is more valuable to org than being recognized, we can talk about that and there is potential for that to be recognized. John asked about CGN’s relationship to CG staff going forward—is Dave like a GM? Is he hiring staff? Or are they all employees of CGN? It does affect how you compensate people. Need clarity. How does he get paid? If we assume responsibility, then we need to be clearer on relationship and need more information. What is our role in this decision? Jane said she’d like to provide Dave with a raise rather than an award. Maybe he should be recognized for work but build into base pay rather than a bonus of this nature. Ben said we are operating TPC as a contractor. We don’t formally have a relationship with Dave at this point. Asked if Dan N. had anything to prevent him from paying Dave under the NCGA agreement. Dan N. said he may have misread the situation. He thought there might be some extra gratitude about how the proposal went. It’s quite the asset we have and we have the finances to make the gesture. He understands reasons of the board and suggested to move on.
No motion is needed? No. E. REVISED PROCESS TO ACCEPT NEW MEMBERS 1) Dan N. said John made a good point about some official person from the member organization that provides the sponsorship or credit. Under 1B. John made motion to use this process to accept new members, Doug seconded. Discussion: Jane asked why a board needed to be involved. Dan G. said NCGA board approves members. Doug asked if it is a bylaw requirement for CGN and then is it a legal requirement? Doug asked if Jane would somewhat comfortable if it was otherwise OK for other staff to do this. She said yes. Jane said that her board have certain rights and responsibilities around membership and delegate at minimum membership coming on. Doug said it would be a consent calendar. Volume may be overwhelming. Jane said she is not concerned about volume of members but more about process. Can it be delegated? Doug reads bylaw. Said what is in proposal not detailed to say doubtful eligibility. Part of idea of having step 2 in there is that so staff can work with applicants to either cajole or tell them they are not good enough and to come back with a more real application. Jane was surprised about that detail and didn’t expect that the board would take it on. Martha asked why CGN staff and not CGIN. Dan N. said it should be CGIN because CGIN is still the legal name but doing business as CGN. Dan N. needs a style guide for that. Ben interested in same question as Jane: it may be case that we don’t have do this and our bylaws don’t require it except for under specific circumstances. Would welcome opportunity to only be involved in reviewing applications that fall outside of the eligibility requirements. In 1A, a copy of the bylaws and the documents that an organization is forming a co-op doesn’t create an accountable entity. Then assuming they are applying as individuals and individuals would accountable in the same way we have memberships for Carolee Coulter. Test out that assumption. He is not crazy about provisional membership. If we met every once every quarter, then may feel differently. He said he is not clear what sponsor is taking on when they provide a letter of recommendation or state willingness to sponsor org. Somewhere we must clarify what sponsors bring to table. Seems like membership approval process needs not only an application but also needs a membership agreement that outlines expectations from responsible parties. Doug said a membership agreement makes sense. We can address the accountable entity or individual membership--at what point will a co-op make the transition and what point are we wanting to grab them in? John said he supports member agreement. Especially agreement not to disclose
confidential information. If board approves the member agreement, it is in our bylaws that they should abide by it. Dan N. said the basic membership form includes language to that effect. He wondered what is the fear? For emerging co-ops the way proposal is designed they are making a good faith attempt (could take four, five, six years). The thing to do is to give them some support. He believes that start-ups are going to be genuinely invested in their own emergence. This proposal means that they are in contact with another co-op in the area or FCI or CDS that there is an official interaction with them. It would be good if they could be a part of CGN to engage with other co-ps who are farther down the track. He is hoping we don’t make it hard them because it’s hard to start a co-op. If they can join the conversation and come to our virtual conference we are fulfilling our mission. Jane likes idea of an agreement. Anyone who joins us should be clear about what they are accessing. It is a great privilege to participate. And we want to help them but a certain understanding should be in place and it formalizes it appropriately. Martha asked who is accountable for dues. Doug said the organization making the application is. What if they don’t have a checking account? It they aren’t anything yet, they won’t have bylaws or formal documents. John said bylaws are required for membership… they can be associate members if they don’t have bylaws. Ben noted that associate member and member have different access. John said there is a way to get them in. Once they incorporate they get bylaws and become a full member. Dan G. asked if it’s time to vote or if the board needs more discussion. Ben brought up four topics. Doug asked if a small group could work on those topics so that at the next meeting we can accept the process or revised version of this process. Doug said there is meeting to do about accountable entities and on the other hand there is an attempt to make sure we have accountable entities making the application. Need clarification. Ben referenced point 3 and can talk more about jumping 2 to 4, clarifying sponsors responsibilities and clarifying member agreement. Not to have them perfect but having discussion about what it is. Doug made a substitute motion that this proposed process with go under further discussion addressing sponsor responsibilities and possibility of a member agreement (Doug and Ben and Dan N. to work on this and report back by next meeting). Dan N. asked if this was directed toward the member that is not an incorporated cooperative? Doug said yes. Dan N. said it’s functional except for the start-ups who are not operating yet. Doug said more clarifications needed but if co-op walks in with a letter from FCI, the word sponsor has some understanding to it. Dan N. said he will be making calls and perhaps they won’t become a member because they are not members of NCGA or NCBA. Issues to discuss: • Start-ups and how to make sure we have an accountable entity • Sponsorships and defining what it means
• Membership agreement (what are people agreeing to and expectations) Jane seconded. Motion passed. F. JOHN’S PROPOSAL John said they don’t know how many hours they’re going to take. There is a limit to how much time they have. Fourth quarter will have some time for Dan N. Michael has agreed to work with tjem. He has time to talk next week. Have looked at CDS and FCI policy and it looks like we have strategy going forward. Need board approval to spend money and if there is discussion about the process. Dan G. asked if questions about proposal. Jane moves to accept John’s proposal, Dan G. seconds. Martha said she is on the committee now. Doug said the expenditure is reasonable. Ben referenced A and B on agenda—was fuzziness about resources to be used, how much time commitment, where to focus initially. Are they talking about a little of A and B? John said yes, they want consulting help. This is preliminary phase of development. If we approve policy, then we’re looking to 6-18 month process before done, this is the first part. Dan N. said $1,600 doesn’t seem enough. John said this could be good for near term and for 2013 they could have an awareness that more is needed or have more accurate assessment. Doug voted in favor, passed by board. G. ANNUAL MEETING REVIEW Doug mentioned the board reorganization meeting minutes and annual meeting minutes. He wanted to check in if more details should be in the minutes or not. John moves that they accept 6-14-12 minutes, Dan G. seconds, minutes are passed. 1) How did annual meeting go? Martha wants a checklist for what’s needed for the annual meeting (membership list was wanted, access to the tally of votes) TPC first time, Ben said all the big stuff that needed to happen, happened. It all went well. Comment cards had enthusiam. Details needed about future meetings. As a board member, being there, what is required by a board member would be helpful. Prepare to put in more time. John said from member point of view, thought it was successful. Happy with the slideshow. 2) Was the strategic session set up OK? Doug thought it went fine. Felt we were wedged into Weavers Way. It was functional, the facilitator helped. In the future we may want a tighter agenda or more material prepared ahead of time. Next strategic session will have policies to
review and will change the nature of the meeting. Ben said he would vote for convenience to be closer to hotel rather than at a co-op. Doug said depends on the possibilities available. Dan G. said he had expectations that lots of things would go better. Things will go better next year. Got decent work done. People enjoyed the annual meeting, they liked what we showed them, a lot will have to do with what we show them later. Felt it was decent overall. H. ADJOURNMENT 1) Ben said appreciated that this meeting that he got everything in my packet in one place no matter where it came from. 2) Reviewing next steps: Ben, Dan N. and Doug will talk about membership process. Executive support team meeting August 9 meeting. There is a big regional training in open book management. Doug won’t be in the meeting so might be able to do executive support call. Let’s assume we will do it at regular time but gave a heads up in case he’s unavailable. John said he’ll be in Spain in August. The next CGN board meeting is August 16. Martha is going on vacation and can call in. There needs to be four for a quorum. 3) Action items: • Dan G. and Dan N. need to sign contract • Dan N. needs to close out June and update financial report • Take Troy Food off the list • Dan N. will be making final warnings to co-ops who have not paid • Meeting with Doug, Ben and Dan N. to talk about accountable entities, sponsorships and member agreements • Martha would like a checklist for what’s needed at the annual meeting Meeting adjourned at 4:34 p.m. (CST)
CGIN Operations report by Dan Nordley
September 2012 Board Meeting Thanks for the month off from a board meeting in August. I used the time well to further rejuvenate and get deeper into your work. Sorry this report is so long, but it has been two months with a lot going on, and I certainly do not want to fail to inform. Gosh, I love this job! Really.
Cooperative Grocer Joyful Assimilation
Another damn contract got signed. Ben, Dan G, and I slightly modified the former contract TPC had with NCGA to publish the Cooperative Grocer magazine and made it our own.
Originally, THE PLAN and the PLAN’s budget indicated that publishing CG would be assimilated under the Master Services contract CGiN has with TriPark in June. Upon further review, it would be best for the switch over to happen at the end of this year to coincide with contracts, member billing, and accounting switchover. CGiN will receive 7% of gross revenue from TPC during this time rather than the net of all revenue less expenses.
This also gives us more time to better prepare and incorporate CG publishing issues into the Master Services contract.
CCMA – EVERY DAY
I have no update on my offer to Ann to administrate the website and social media component of CCMA next year. We would need to do this for little more than sponsorship considerations. Meaning, we would supply labor.
A magical thing has happened to the CCMA Facebook page that I started for CCMA a couple of conferences ago, and that David Woo gave much needed life to last year – it’s become more of a general food co-op gathering.
According to Bella, CGN’s Facebook page never got launched. I have since petitioned Ann to let us adopt the CCMA Facebook page so we don’t have competing Facebooks out there.
How to Start a Food Co-op Manual Update
I was informed that a burr in the relationship with our strategic partners FCI and CDS CC is our best selling manual omits their open-source 4 Cornerstone in 3 Phase development process they’ve been successfully using to start co-ops.
Not only do I expect we don’t want burrs in our relationship with these strategic partners, but I believe we also want our manual to be in line with how co-ops are being started.
Stuart and I came up with a plan that could remedy this in two phases: a quick fix this year that incorporates material about the 4 in 3, and a more thorough update next year.
FCI’s proposal for this is attached. I have approved Phase 1, which costs us virtually nothing. CDS CC and FCI seem appreciative that we are reaching out to them in this way.
Update on new website development The site is coming along pretty well, but like any construction project, once you start digging in, unforeseen issues arise and complicate things – and delay things. I bet those familiar with the new NCGA website that started toward the end of 2009 can relate!
We had hoped to move a couple current listserve communities over to test the new Organic Groups system by now, but my staff advises that shouldn’t be done until the whole site is closer to being finished. We should still only be a month behind my hopes for an October launch. It is critical to have it ready before 2013 billing season begins, though. Looking good for that. A big issue for us has been deciding to tackle some of the more advanced work on the site that I hope could have waited until 2014. Some big ticket items have been the development of a better taxonomy for resources and a lot of back and forth about how to design the complex permission system for managing access to documents and discussions. More about that further down. The sad story is we’ve over-run our hours budget by about 100 hours already. I did not expect to make full rate on this site, but I will want to discuss at our October meeting the possibility of modifying the budget and releasing more funds to this project. It is looking like we should end the year better/worse than the $50,000 loss/investment we planned for by about $10,000. I’ll be looking to divert that surplus to the project.
Financial Report: Attached are financials for basically end of September and third quarter. As there will be virtually no activity for the rest of the month, these represent a good view of end of 3rd quarter and how we can end out the year. I’ve included Balance and P&L with last year comparisons, and Budget to Actual Comparisons to September and also to End of Year. The first shows where we are so far, the second, what we have left in the budget for the rest of the year. I added a new line item to the P&L called Credits to Membership Dues. This shows the sum of reductions to the original membership billing as a result of members declining to join, or just not paying. As reported last meeting, I had expected a decrease of between $5 to $6,000. Fortunately, this will be closer to $3,500. I’ve attached a worksheet showing detail for the reductions. Receivables are pretty much all cleared up now and less than $1,500. Overall, our actual year to date loss is at $9,126 compared to the -$27,000 expected at this point. (see Budget to Sept. actuals) I expect an additional net loss of $30,000 for the remainder of the year, leaving us with a net loss of about $40,000, which is about $10,000 less than the $50,000 we had budgeted for. We’re in good shape. Membership 2013 Dues Structure I’m proceeding with plans to convert our fixed membership dues structure to a variable one based on member’s annual revenue. I’m asking NCGA’s help (Ben’s) with a breakdown of their members revenue in order to figure out an optimal number. My guess is it will be between $75 and $100 per million. I can see going optional or mandatory. Critical to the success of our ask will be how well received the new CGN site will be. Critical to our ability to add more human interaction and library management will be our ability to afford more than one FTE to do the work. Membership Approval I think our concerns with protecting the integrity of our membership as co-op is met by the requirement that the organization has to be incorporated — either as a co-op, or a nonprofit with bylaws that conform to ICA Cooperative standards. We’ve drafted a new application form that incorporates a letter of recommendation from a CGN member in good standing. The exercise of requiring a member to find a endorser of their application is not only a good way of protecting the integrity of our membership, but also requires a new member to practice that first act of collaboration with another CGN member. Win, win.
Resource Access Staff and I are increasingly convinced that we should not bifurcate staff and board access to resources — conversations, yes, but resources, not so much. In general, we think the anxiety of allowing trade secrets falling into the wrong hands is adequately met by requiring start ups to already be incorporated with an accountable board, and discouraging any member to upload documents, or exchange communiqués that are highly proprietary or sensitive. Towards this end, we will ask members to review and tag documents they want brought over to the new library before we move it all over. Nick Seeburg at Seward made a great point to us the other day in saying many smaller and start-up co-op boards may be doing more hands on work, and could use better access to operations material. Director Listserve Community Not a peep. I suspect they are waiting to see how this new CGN thing plays out. NCBA Annual Meeting and Conference / Quebec Summit I will be going to the NCBA Annual meeting in Seattle for the first 3 days, then heading to Quebec for the Imagine and Co-op Summit. Transcontinental co-operative travel!! I’ll be looking forward to learning, and promoting/networking Cooperative Grocer Network at these venues. I will be using CGiN travel budget for NCBA and Seward Co-op will be paying for the Quebec trip as one of their board members. Update on strategic plan and modified Ends Report Attached to this packet is the ongoing summation of our progress in relation to the Strategic Planning document. No changes, except a reference to the FCI collaboration on the How to start… manual. Also, I’ve included, just for grins and exercise, a Global Ends Report of sorts. We’ve come a long way in a year!
Cooperative Grocer NetworkBalance Sheet
As of September 20, 2012
ASSETS Current Assets Bank Accounts 1000 Cash Accounts 1005 Wells Fargo Checking 6,616.55 24,167.36 -17,550.81 1010 Old NCGA Checking 9.50 17,304.66 -17,295.16 1020 Member Savings 0.00 0.00 0.00 1030 Savings - Wells Fargo 77,276.61 75,100.31 2,176.30
Total 1000 Cash Accounts 83,902.66 116,572.33 -32,669.67
Total Bank Accounts $83,902.66 $116,572.33 $ -32,669.67
Accounts Receivable 1200 Accounts Receivable 1,388.00 1,301.20 86.80
Total Accounts Receivable $1,388.00 $1,301.20 $86.80
Other Current Assets 1201 Allowance for Bad Debts 0.00 0.00 0.00 1250 Other Current Assets 0.00 0.00 0.00 1499 Undeposited Funds 0.00 2,198.68 -2,198.68 IPN Holding Account 10.00 10.00
Total Other Current Assets $10.00 $2,198.68 $ -2,188.68
Total Current Assets $85,300.66 $120,072.21 $ -34,771.55
Other Assets 1710 Contributed materials 375.00 375.00 0.00
Total Other Assets $375.00 $375.00 $0.00
TOTAL ASSETS $85,675.66 $120,447.21 $ -34,771.55
LIABILITIES AND EQUITY Liabilities Current Liabilities Accounts Payable 2000 Accounts Payable 0.00 10,535.22 -10,535.22
Total Accounts Payable $0.00 $10,535.22 $ -10,535.22
Credit Cards 2100 Wells Fargo CC 49.00 49.00
Total Credit Cards $49.00 $0.00 $49.00
Other Current Liabilities 2025 Deferred Income 900.00 900.00 0.00 2050 Sales tax payable 0.00 0.00 0.00
Total Other Current Liabilities $900.00 $900.00 $0.00
Total
As of Sep 20, 2012 As of Sep 20, 2011 (PY) Change
Total Current Liabilities $949.00 $11,435.22 $ -10,486.22
Total Liabilities $949.00 $11,435.22 $ -10,486.22
Equity 3000 Opening Bal Equity 0.00 0.00 0.00 3900 Fund Balance 93,852.29 85,837.48 8,014.81 3905 Unrestricted Net Assets -3,536.00 -3,536.00 0.00 3910 Scholarship fund - Temporay Restricted 3,536.00 3,536.00 0.00 Net Income -9,125.63 23,174.51 -32,300.14
Total Equity $84,726.66 $109,011.99 $ -24,285.33
TOTAL LIABILITIES AND EQUITY $85,675.66 $120,447.21 $ -34,771.55
Thursday, Sep 20, 2012 04:17:55 PM GMT-5 - Accrual Basis
Total
As of Sep 20, 2012 As of Sep 20, 2011 (PY) Change
Cooperative Grocer NetworkBudget vs. Actuals: 2012 Budget with PLAN vs 1 - FY12 P&L
January - September, 2012
Income 4000 Membership Income 4010 Associate Membership Dues 1,300.00 0.00 1,300.00 4020 Enhanced Membership Dues 54,354.00 55,000.00 -646.00 98.82545% 4025 Basic Membership Dues 16,565.00 15,000.00 1,565.00 110.43333% 4086 Credits to Membership Dues -3,100.00 -3,100.00
Total 4000 Membership Income 69,119.00 70,000.00 -881.00 98.74143%
4200 Corp. Sponsorships Income 1,575.00 -1,575.00 4300 Operating Income 0.00 0.00 4310 Publications 4321 NCGA Publications 5,881.50 3,100.00 2,781.50 189.72581% 4322 Discussion Course 1,469.08 1,800.00 -330.92 81.61556%
Total 4310 Publications 7,350.58 4,900.00 2,450.58 150.01184%
4330 List Serves Subscriptions 60.00 480.00 -420.00 12.50% 4340 Other Contracted Services 0.00 0.00 4341 Living Wage Model 329.00 180.00 149.00 182.77778%
Total 4340 Other Contracted Services 329.00 180.00 149.00 182.77778%
4360 Cooperative Grocer / Website 0.00 0.00 4361 CG Print Advertising 0.00 0.00 4362 CG Web Advertising 0.00 0.00 4366 CG Mag Subscriptions 0.00 0.00 4669 License Fee Income 2,582.29 2,870.00 -287.71 89.97526%
Total 4360 Cooperative Grocer / Website 2,582.29 2,870.00 -287.71 89.97526%
Total 4300 Operating Income 10,321.87 8,430.00 1,891.87 122.44211%
4500 Services 45.29 45.29
Total Income $79,486.16 $80,005.00 $ -518.84 99.35149%
Cost of Goods Sold 5000 Cost of Goods Sold 5100 Publications Brokered 5110 NCGA Publications 2,526.28 2,560.00 -33.72 98.68281% 5130 East End Discussion Guides 674.07 1,530.00 -855.93 44.05686%
Total 5100 Publications Brokered 3,200.35 4,090.00 -889.65 78.24817%
5300 Website Content & Consult 5310 CDS CBLD 400.00 1,200.00 -800.00 33.33333% 5320 Living Wage Model 750.00 -750.00 5330 Group & Content Admin 2,117.00 3,000.00 -883.00 70.56667%
Total 5300 Website Content & Consult 2,517.00 4,950.00 -2,433.00 50.84848%
5600 CG Magazine
Total
Actual Budget over Budget % of Budget
5610 Printing 0.00 0.00 5615 Distribution 0.00 0.00 5620 Editor 0.00 0.00 5621 Editor travel & outreach 0.00 0.00
Total 5620 Editor 0.00 0.00 0.00 0.00
5625 Content 0.00 0.00 5630 Sales 5632 Sales Commission 0.00 0.00 5634 Ad Marketing 0.00 0.00
Total 5630 Sales 0.00 0.00 0.00 0.00
5640 Publishing Admin 0.00 0.00 5690 CG Other Costs 0.00 0.00
Total 5600 CG Magazine 0.00 0.00 0.00 0.00
Total 5000 Cost of Goods Sold 5,717.35 9,040.00 -3,322.65 63.24502%
Total Cost of Goods Sold $5,717.35 $9,040.00 $ -3,322.65 63.24502%
Gross Profit $73,768.81 $70,965.00 $2,803.81 103.95098%
Expenses 6100 Office Expenses 0.00 0.00 6110 Postage and Shipping 225.00 -225.00 6120 Printing 400.00 -400.00 6140 Telephone 0.00 0.00 6145 Internet Admin Tech 2,445.00 2,250.00 195.00 108.66667% 6150 Banking Charges 60.48 225.00 -164.52 26.88% 6190 Miscellaneous Office Expense 450.00 -450.00
Total 6100 Office Expenses 2,505.48 3,550.00 -1,044.52 70.5769%
6200 Administrative Expenses 6210 Travel & Lodging -373.36 1,500.00 -1,873.36 -24.89067% 6230 Finance and Credit Card charges 111.56 -111.56 6240 Contract Services 6245 Management Services 36,000.00 36,000.00 0.00 100.00% 6247 Administrative Support 627.13 600.00 27.13 104.52167%
Total 6240 Contract Services 36,627.13 36,600.00 27.13 100.07413%
6250 Taxes and fees 43.00 450.00 -407.00 9.55556% 6260 Professional services 140.00 750.00 -610.00 18.66667% 6270 Legal 675.00 675.00
Total 6200 Administrative Expenses 37,111.77 39,411.56 -2,299.79 94.16468%
6300 Governance expenses 6310 Annual/CCMA Meeting 2,943.85 4,750.00 -1,806.15 61.97579% 6320 Board of Directors expense 2,250.00 -2,250.00 6325 Special Meetings 12,034.04 12,000.00 34.04 100.28367%
Total 6300 Governance expenses 14,977.89 19,000.00 -4,022.11 78.831%
6400 Website Operating Expenses
Total
Actual Budget over Budget % of Budget
6410 Hosting - Web & Internet 435.98 360.00 75.98 121.10556% 6430 Maintenance - Web & Internet 300.00 2,250.00 -1,950.00 13.33333%
Total 6400 Website Operating Expenses 735.98 2,610.00 -1,874.02 28.19847%
6600 Marketing//Promotional 1,362.50 2,291.00 -928.50 59.47185% 6700 Usage Fees Expense 0.00 0.00 6800 Project Expense 6810 Website redesign 20,000.00 25,000.00 -5,000.00 80.00% 6820 Strategic Plan development 5,000.00 7,250.00 -2,250.00 68.96552%
Total 6800 Project Expense 25,000.00 32,250.00 -7,250.00 77.51938%
7800 Finance Charges 84.68 84.68
Total Expenses $81,778.30 $99,112.56 $ -17,334.26 82.51053%
Net Operating Income $ -8,009.49 $ -28,147.56 $20,138.07 28.45536%
Other Income 7000 Other Income 7010 Scholarship contributions 40.00 1,500.00 -1,460.00 2.66667% 7020 Interest Income 43.86 135.00 -91.14 32.48889% 7030 Miscellaneous 90.00 -90.00
Total 7000 Other Income 83.86 1,725.00 -1,641.14 4.86145%
Total Other Income $83.86 $1,725.00 $ -1,641.14 4.86145%
Other Expenses 8000 Other Miscellaneous Expense 8010 Scholarship grants 1,200.00 1,200.00 0.00 100.00%
Total 8000 Other Miscellaneous Expense 1,200.00 1,200.00 0.00 100.00%
Total Other Expenses $1,200.00 $1,200.00 $0.00 100.00%
Net Other Income $ -1,116.14 $525.00 $ -1,641.14 -212.5981%
Net Income $ -9,125.63 $ -27,622.56 $18,496.93 33.03687%
Wednesday, Sep 19, 2012 07:05:03 PM GMT-5 - Accrual Basis
Total
Actual Budget over Budget % of Budget
Cooperative Grocer NetworkBudget vs. Actuals: 2012 Budget with PLAN vs 1 - FY12 P&L
January - December 2012
Income 4000 Membership Income 4010 Associate Membership Dues 1,300.00 0.00 1,300.00 4020 Enhanced Membership Dues 54,354.00 55,000.00 -646.00 98.82545% 4025 Basic Membership Dues 16,565.00 15,000.00 1,565.00 110.43333% 4086 Credits to Membership Dues -3,100.00 -3,100.00
Total 4000 Membership Income 69,119.00 70,000.00 -881.00 98.74143%
4200 Corp. Sponsorships Income 1,875.00 -1,875.00 4300 Operating Income 0.00 0.00 4310 Publications 4321 NCGA Publications 5,881.50 3,700.00 2,181.50 158.95946% 4322 Discussion Course 1,469.08 2,400.00 -930.92 61.21167%
Total 4310 Publications 7,350.58 6,100.00 1,250.58 120.50131%
4330 List Serves Subscriptions 60.00 720.00 -660.00 8.33333% 4340 Other Contracted Services 0.00 0.00 4341 Living Wage Model 329.00 240.00 89.00 137.08333%
Total 4340 Other Contracted Services 329.00 240.00 89.00 137.08333%
4360 Cooperative Grocer / Website 0.00 0.00 4361 CG Print Advertising 0.00 0.00 4362 CG Web Advertising 0.00 0.00 4366 CG Mag Subscriptions 0.00 0.00 4669 License Fee Income 2,582.29 5,455.00 -2,872.71 47.33804%
Total 4360 Cooperative Grocer / Website 2,582.29 5,455.00 -2,872.71 47.33804%
Total 4300 Operating Income 10,321.87 12,515.00 -2,193.13 82.47599%
4500 Services 45.29 45.29
Total Income $79,486.16 $84,390.00 $ -4,903.84 94.18907%
Cost of Goods Sold 5000 Cost of Goods Sold 5100 Publications Brokered 5110 NCGA Publications 2,526.28 3,070.00 -543.72 82.28925% 5130 East End Discussion Guides 674.07 2,040.00 -1,365.93 33.04265%
Total 5100 Publications Brokered 3,200.35 5,110.00 -1,909.65 62.62916%
5300 Website Content & Consult 5310 CDS CBLD 400.00 1,600.00 -1,200.00 25.00% 5320 Living Wage Model 1,000.00 -1,000.00 5330 Group & Content Admin 2,117.00 6,000.00 -3,883.00 35.28333%
Total 5300 Website Content & Consult 2,517.00 8,600.00 -6,083.00 29.26744%
5600 CG Magazine
Total
Actual Budget over Budget % of Budget
5610 Printing 0.00 0.00 5615 Distribution 0.00 0.00 5620 Editor 0.00 0.00 5621 Editor travel & outreach 0.00 0.00
Total 5620 Editor 0.00 0.00 0.00 0.00
5625 Content 0.00 0.00 5630 Sales 5632 Sales Commission 0.00 0.00 5634 Ad Marketing 0.00 0.00
Total 5630 Sales 0.00 0.00 0.00 0.00
5640 Publishing Admin 0.00 0.00 5690 CG Other Costs 0.00 0.00
Total 5600 CG Magazine 0.00 0.00 0.00 0.00
Total 5000 Cost of Goods Sold 5,717.35 13,710.00 -7,992.65 41.70204%
Total Cost of Goods Sold $5,717.35 $13,710.00 $ -7,992.65 41.70204%
Gross Profit $73,768.81 $70,680.00 $3,088.81 104.37013%
Expenses 6100 Office Expenses 0.00 0.00 6110 Postage and Shipping 300.00 -300.00 6120 Printing 400.00 -400.00 6140 Telephone 0.00 0.00 6145 Internet Admin Tech 2,445.00 3,000.00 -555.00 81.50% 6150 Banking Charges 60.48 300.00 -239.52 20.16% 6190 Miscellaneous Office Expense 600.00 -600.00
Total 6100 Office Expenses 2,505.48 4,600.00 -2,094.52 54.46696%
6200 Administrative Expenses 6210 Travel & Lodging -373.36 3,000.00 -3,373.36 -12.44533% 6230 Finance and Credit Card charges 111.56 -111.56 6240 Contract Services 6245 Management Services 36,000.00 48,000.00 -12,000.00 75.00% 6247 Administrative Support 627.13 900.00 -272.87 69.68111%
Total 6240 Contract Services 36,627.13 48,900.00 -12,272.87 74.90211%
6250 Taxes and fees 43.00 600.00 -557.00 7.16667% 6260 Professional services 140.00 1,000.00 -860.00 14.00% 6270 Legal 675.00 675.00
Total 6200 Administrative Expenses 37,111.77 53,611.56 -16,499.79 69.22345%
6300 Governance expenses 6310 Annual/CCMA Meeting 2,943.85 4,750.00 -1,806.15 61.97579% 6320 Board of Directors expense 3,000.00 -3,000.00 6325 Special Meetings 12,034.04 12,405.00 -370.96 97.00959%
Total 6300 Governance expenses 14,977.89 20,155.00 -5,177.11 74.31352%
6400 Website Operating Expenses
Total
Actual Budget over Budget % of Budget
6410 Hosting - Web & Internet 435.98 480.00 -44.02 90.82917% 6430 Maintenance - Web & Internet 300.00 3,000.00 -2,700.00 10.00%
Total 6400 Website Operating Expenses 735.98 3,480.00 -2,744.02 21.14885%
6600 Marketing//Promotional 1,362.50 3,791.00 -2,428.50 35.94039% 6700 Usage Fees Expense 0.00 0.00 6800 Project Expense 6810 Website redesign 20,000.00 25,000.00 -5,000.00 80.00% 6820 Strategic Plan development 5,000.00 9,000.00 -4,000.00 55.55556%
Total 6800 Project Expense 25,000.00 34,000.00 -9,000.00 73.52941%
7800 Finance Charges 84.68 84.68
Total Expenses $81,778.30 $119,637.56 $ -37,859.26 68.35504%
Net Operating Income $ -8,009.49 $ -48,957.56 $40,948.07 16.36007%
Other Income 7000 Other Income 7010 Scholarship contributions 40.00 1,800.00 -1,760.00 2.22222% 7020 Interest Income 43.86 180.00 -136.14 24.36667% 7030 Miscellaneous 120.00 -120.00
Total 7000 Other Income 83.86 2,100.00 -2,016.14 3.99333%
Total Other Income $83.86 $2,100.00 $ -2,016.14 3.99333%
Other Expenses 8000 Other Miscellaneous Expense 8010 Scholarship grants 1,200.00 1,500.00 -300.00 80.00%
Total 8000 Other Miscellaneous Expense 1,200.00 1,500.00 -300.00 80.00%
Total Other Expenses $1,200.00 $1,500.00 $ -300.00 80.00%
Net Other Income $ -1,116.14 $600.00 $ -1,716.14 -186.02333%
Net Income $ -9,125.63 $ -48,357.56 $39,231.93 18.87115%
Wednesday, Sep 19, 2012 06:54:10 PM GMT-5 - Accrual Basis
Total
Actual Budget over Budget % of Budget
CGIN 2012 Membersship Revenue Adjustments
x Baker Valley Food Co-op don't use enough $350.00x Big Spring don't use enough $350.00x George Street can't afford $500.00
Greenbelt struck a deal - reduced $100.00x Lost River no payment $350.00 suspended accountx Troy out of biz $350.00x Rochester Food Co-op merged with LaCrosse $500.00
Ypsilanti reduced, but no payment $350.00 suspended accountx Natural Abundance would not return call, email $350.00 suspended account
Mountain People scholarship $100.00$3,300.00
Still in play
Near East Side waiting for return call $350.00 michael
Process for Accepting New Members
Eligibility
Voting members must be incorporated as a cooperative, or a nonprofit with bylaws that meet the
definitions of a cooperative as contained in the ICA statement on Cooperative Identity: an
autonomous association of persons united voluntarily to meet their common economic, social, and
cultural needs and aspirations through a jointly-owned and democratically-controlled enterprise.”
Non-voting Associate Members are organizations or individuals who are clearly in league with
and add value to the food co-op sector our network of members. This would be small number that
we should already be familiar with, like our strategic partners and co-op development partners,
and some consultants and graphic design firms.
They will have the same access to resources as members, and follow the global user agreement
to only use our resources for the sole benefit of CGN members.
Process
1. Complete applications form (see attached), which requires a copy of their articles of
incorporation, and if incorporated as a nonprofit, a copy of their bylaws.
This includes a completed letter of recommendation form from a manager or officer of the
board of an existing CGN member, or recognized strategic partner: NCGA, CDS CC,
NCBA, FCI.
There are no further obligations on the part of the person or organization making the
recommendation other than being someone we can follow up with if we have questions.
I think the exercise of requiring a member to find a endorser of their application is not only
a good way of protecting the integrity of our membership -- like the NCGA or NCBA
membership did -- but also requires a new member to practice that first act of
collaboration with another CGN member. Win, win.
2. CGN staff reviews application and approves, or submits to board secretary for further
action by the board if there is a question. Or, if it is the preferred process by the board,
the board secretary could also sign off on all applications.
3. Board receives report of membership applications for formal approval, or reversal.
Need to develop a policy for removing members.
MEMBERSHIP APPLICATION
TYPES OF MEMBERSHIP• Voting member: retail or consumer food co-op that is incorporated as a cooperative or a nonprofit with bylaws
that meet the definitions of a cooperative (“… an autonomous association of persons united voluntarily to meet their common economic, social, and cultural needs and aspirations through a jointly owned and democratically controlled enterprise.”— International Co-operative Alliance Statement on the Co-operative Identity)
• Non-voting associate member: organizations or individuals who are clearly in league with, and provide value to, the food cooperative sector.
WE ARE APPLYING AS: ≈ Voting member ≈ Associate
MEMBER INFORMATION
Name___________________________________________________________________________________
Address_ ________________________________________________________________________________
City________________________________________________ State_____________ Zip_ ________________
Phone _ ______________________________________Website_ ____________________________________
Description _ _____________________________________________________________________________
_______________________________________________________________________________________
Please provide the following items:
1. ≈ Articles of incorporation if a co-op OR ≈ Articles of incorporation and bylaws if a nonprofit
AND
2. ≈ Statement of support and recommendation form completed by a manager or board officer of an existing CGN member or recognized strategic partner (NCGA, CDS CC, NCBA, FCI)
MEMBER AGREEMENT
On behalf of _______________________________________ (name of organization or individual applying for membership) I certify that this organization is eligible to join the Cooperative Grocer Network (CGN).
With this application, this organization agrees to abide by the bylaws and policies of CGN, by decisions made at board and membership meetings, to support and uphold the purpose of the organization, to keep CGN apprised of a current email and mailing address for the organization, and to pay CGN the dues and fees set for all materials taken from CGN sites.
We agree that materials obtained from the CGN site will only be used for the benefit of the CGN member organization.
We agree to hold CGN harmless for the use of materials gained through CGN; we will consult our own legal or other professionals regarding use of materials obtained from the CGN website.
Name of applicant___________________________________ Position_________________________________
Phone _ ____________________________________Email_ ________________________________________
Signature_ ________________________________________________________ Date____________________
Send completed application, articles of incorporation or bylaws, and statement of support and recommendation to: Cooperative Grocers Network, 2600 E. Franklin Ave., Ste. 3, Minneapolis, MN 55406
fax to 612-692-8563 / email to [email protected]
Questions about this application? Call CGN at 612-436-9177 or email [email protected].
STATEMENT OF SUPPORT AND RECOMMENDATION
It is our pleasure to recommend _______________________________________________________ for membership into Cooperative Grocer Network (CGN).
We have had direct interaction and have reviewed their application and can attest that they meet the requirements stated in the CGN bylaws of being a retail or consumer food co-op which is incorporated as a cooperative corporation, or having bylaws that meet the definitions of cooperative contained in the International Co-operative Alliance Statement on the Co-operative Identity:
“A co-operative is an autonomous association of persons united voluntarily to meet their common economic, social, and cultural needs and aspirations through a jointly owned and democratically controlled enterprise.”
Name _________________________________________________Position ___________________________________
Co-op organization ________________________________________________________________________________
Email _________________________________________________Phone _____________________________________
Send completed statement of support and recommendation to:
Cooperative Grocers Network2600 E. Franklin Ave., Ste. 3Minneapolis, MN 55406
Fax to 612-692-8563Email to [email protected]
Questions about this application? Call CGN at 612-436-9177 or email [email protected].
To: Dan Nordley Cc: CGN Board Fr: Stuart Reid Dt: September 11, 2012 Re: How to Start a Food Co-‐op Update Proposal How to Start a Food Co-‐op has been one of the most-‐used tools ever offered to those interested in starting a new food co-‐op. Since its first publication, it has inspired and informed hundreds of people. Many of them succeed in opening a co-‐op, some fail, and many more are still in progress. This impressive wave of new co-‐ops has stimulated the development of new organizations, training events, and resources designed to support them. Food Co-‐op Initiative was created specifically for this purpose and we have had the opportunity to work with startup co-‐ops of all sizes, visions, and demographics. FCI also collaborates with almost all of the other organizations in the U.S. that provide new food co-‐ops with assistance, sharing our expertise and leveraging our capacity to provide meaningful support. We have learned a tremendous amount by helping new food co-‐op organizers and observing what has most often led to success. New tools, training and recommendations have evolved and many are now considered best practice. An excellent framework has been created by CDS, the Four Cornerstones in Three Stages development model, which highlights the critical components of a successful organizing effort as it progresses from a kitchen table discussion through a grand opening. With all this information and opportunity awaiting, FCI is thrilled to be asked to undertake a new revision to How to Start a Food Co-‐op. After my initial conversatons with Dan Nordley, I have begun to lay out a plan for an initial “essentials” revision to be followed by a more comprehensive update. We have the support of some of the most experienced co-‐op developers for this project, including our own staff, CDS Consulting Co-‐op members, Kevin Edberg, Pat Cumbie, and others. Food Co-‐op Initiative also welcomes this undertaking as an opportuntiy to strengthen our collaboration with CGN. We share your vision of making the wisdom and experience of the co-‐op community available to both new and experienced cooperaters. We hope that How to Start a Food Co-‐op will represent the beginning of a mutually empowering relationship.
How to Start a Food Co-op Proposal for Update and Revision
Phase I Phase I will include a limited-‐scope revision to correct critical shortcomings, incorporate the 4 in 3 development model, and update resource references and case studies. The target deadline would be publication by the end of 2012. The budget for this phase is expected to be modest; most of the revisions can be completed by FCI staff and editing and publication costs (on-‐line) should be minimal. Food Co-‐op Initiative anticipates contributing our staff time at no cost.
1) Assemble team of contributors, editors, readers and publisher 2) Identify sources of funding 3) Draft budget for CGN approval 4) Review current version
a) identify most important updates b) incorporate 4 Cornerstones in 3 Stages development model c) verify resources and links
5) Draft Phase 1 revision 6) Solicit feedback 7) Revise and edit as needed 8) Publish
Phase II The second phase will consist of a thorough review of all content and the presentation format. Specialists will be recruited to review and update areas within their expertise. The publication will be structured to highlight the 4 in 3 development model and organized in alignment with the recommended timeline. New resources, case studies, templates and illustrations will be incorporated where needed. Professional editing and formatting will be conducted prior to publication.
A detailed timeline and budget will need to be developed once the basic agreements to proceed with the revisions have been confirmed. A preliminary goal could be completion within 9 months of kick-‐off.
Potential Sources of Funding:
• Food Co-‐op Initiative has a budget for resource development and can commit at least $5,000 • CGN will provide additional financial support, based on overall budget and available resources
• CDS Consulting members will provide in-‐kind and discounted support • Triangle Creative will subsidize design and layout services • Additional funds, as needed, can be raised through sponsorship donations and coop development grants
Strategic Plan actions and updates Updated July, 15, 2012 CGIN’s top goals (strategic directions over a 3-5 year period) are to
I. Build the relationship between the Board and management, transitioning successfully to long-term management
II. Facilitate organic sharing and collaboration
III. Acquire and integrate Cooperative Grocer into CGIN;
IV. Grow CGIN’s membership;
V. Continue to strengthen operational services and systems.
In order to accomplish these goals, the following actions were resolved upon: To strengthen the relationship between the Board and TriPark, the Board created a Transition Team, chaired by Ben and consisting of one other member to be chosen at a later date (either John, Jane, or Doug), and a committee for Board Development, chaired by John and consisting of one other member to be chosen later (either Travis or Jane). A. The Transition Team will liaise with TriPark:
1. clarify Board expectations of management, including administrative responsibilities, both ongoing and cyclical.
2. establish milestones/check-in point to support the transition to long-term management
TT has met regularly with Dan, and board seems more happier with meeting preparation and process, and comfortable with TPC.
06/2012: TT has been relabeled Executive Support Team
3. examine and assess the current contract with TriPark, and determine what changes need to be made, resulting in a new contract agreement by May 1st
no milestones were established, but board has communicated it does not regard current agreement with TPC as an “interim” one and will, in the near future, engage in a formal evaluation and update of contract.
06/2012 Committee formed. Ben to lead rewrite of contract
B. The Board Development committee will:
1. examine models of governance and suggest possible options to strengthen and formalize CGIN’s governance
2. look into training or advisory support for the Board
3. assess the commitment, energy, and mutual accountability of the current Board, and discuss whether additional members would increase effectiveness.
not much progress to date on this, but a conversation is scheduled for the strategic planning session at CCMA in June.
06/2012 Strategic session yielded commitment to Policy Governance model, and individual time commitments of three hours per month.
1. John E will lead transition effort to PoGo.
2. 9/2012 Michael Healy has agreed to work with us on transition.
C. TriPark will:
1. develop a multiyear operational plan that includes a detailed plan for 2012, and a less-detailed plan for 2013 and 2014, to be submitted by April 1st
THE PLAN was drafted by TPC and accepted by board, May 2012
2. In order to facilitate organic sharing and collaboration, CGIN will:
a. Collaborate with strategic partners to improve content quality and better serve emerging co-ops. Potential partners include: FCI, NCGA, NCBA, IYC, CCMA, CBLD.
THE PLAN has been shared with FCI and CDS, with conversations scheduled with executive directors of both organizations.
THE PLAN incorporates strategies that will make CGIN more accessible and positioned to help start-ups as well as smaller, mature co-op not currently participating in CGIN.
Are working with FCI and CDS CC to update How to Start a Co-op manual.
b. potential actions include: creating a proposal for a new listserv, exploring opportunities to better serve the board members of co-ops that belong to CGIN
THE PLAN will implement a more robust Group Discussion tool.
Management has been in regular contact with leaders of Directors group, helped them form a slightly more formal steering committee, and requested their participation and evaluation of the THE PLAN’s new discussion tool.
06/2012 Plan was presented to members at Annual Meeting and received with at least guarded enthusiasm. Management intends to start testing on selected listserve groups.
3. Collaborate with and among members to improve value provided. Potential actions include:
a. a conversation with members about their needs,
Management has spent much time discussing CGIN with various members and collegues one-on-one. THE PLAN also incorporates tools and intent that this will happen more readily in 2013.
b. the presentation of CGIN’s vision and plan to members,
Presentation of THE PLAN is being made ready for 2012 Annual Meeting at CCMA.
06/2012 Annual meeting presentation at CCMA went well. Articles were published in CG print and online editions. Notices on listserves. So far, no negative reactions have been received.
c. providing more human contact (CCMA everyday),
this concept is incorporated in THE PLAN
d. increased communication with the board members of members,
see C2b.
e. explore/develop the “librarian” concept to bring greater content value to CGIN resources
this concept is incorporated in THE PLAN and budget.
f. Sharpen its focus in order to provide an “irresistible resource” for its members and
community
That is THE PLAN!
4. In order to acquire and integrate Cooperative Grocer, TriPark will:
a. create a proposal for the transfer of Cooperative Grocer to CGIN, which includes a plan for transition and implementation, a plan for succession, including an editorial plan, and a plan for the integration of Cooperative Grocer into the website
Proposal was drafted by TPC and accepted by CGIN board of Directors in April and forwarded to NCGA where it was also accepted by NCGA management and board of directors.
Acquisition agreement has been drafted and forwarded onto NCGA, and assurances have been given that the transfer is a done deal and CGIN can announce and assume ownership of Cooperative Grocer.
06/2012 Transfer documents completed. Contract for operating Cooperative Grocer now with CGIN.
5. . In order to grow CGIN’s membership, CGIN will:
a. review opening CGIN members, and prepare for a membership vote to change the necessary by-law by the meeting in June
bylaw language drafted and included in member meeting ballot.
06/2012 Bylaw passed. New application process proposed.
b. aggressively target mature co-ops and NCGA members that are not currently CGIN members
waiting on new service offering for campaign to be fleshed out, but THE PLAN identifies new members as financing growth of CGIN and bringing them in being a critical aspect of THE PLAN.
c. examine opening up CGIN’s library resources to young co-ops and non-NCGA/NCBA members and, if this initiative is approved, communicate with members about the sharing of resources
no plans to open up resources to non-members, or co-ops that would not be otherwise eligible.
Website will be built with a proper system to create different levels of restrictions for accessing information.
review policy of storing sensitive information on website.
6. . In order to strengthen operational services and systems, TriPark will:
a. assess the current website and develop a proposal for a new website
THE PLAN calls for incorporating CGIN into Cooperative Grocer website. Work has started with October 2012 as goal for launch.
b. acquire fluency with CGIN systems (annual calendar, bylaws, etc.)
Getting better all the time, getting so much better…
c. teach Board members to use Basecamp
Actually, BackPack. More work and familiarity to go on using this but system is set up and directors have been introduced to it
2600 East Franklin, Minneapolis, MN 55406www.CGIN.coop • www.CooperativeGrocer.coop • 612/436-9177
Sept 13, 2012
A Modified Ends Report, 2011-2012
At the June 2012 CCMA retreat, the board decided it wanted to move in the direction of a lite version of Policy Governance, and indicated that would mean a change in type of reports it would like to see from management.
In that spirit, I am taking this near first anniversary of Triangle Park Creative’s assumption of CGIN management as an opportunity to provide you with a modified Global Ends Report using CGN’s mission statement as a proxy for a yet to be articulated Global Ends Policy.
To strengthen all retail food cooperativesby creating community, andpromoting the sharing anddevelopment of resources.
I personally love this mission statement as a Global Ends Policy, and think it nails the purpose and kind of measurable activities that will continue to make CGN a valuable, if not indispensable resource to the food co-op community. I will respond to these as segmented above.
The one other guiding end is also summed up in our motto: CCMA Every Day.
To strengthen all retail food cooperatives
I interpret “strengthen all retail cooperatives” as meaning our field of membership should be ALL existing and emerging food cooperatives in America that are incorporated as a cooperative or a nonprofit with bylaws that clearly conform to the International Co-operative Alliance Statement on the Cooperative Identity.
Towards this end, I presented data and arguments that showed that our membership growth was flat and policies and bylaws that required NCGA or NCBA membership were likely causing administrative and financial barriers to smaller and emerging cooperatives to join.
As a result, we successfully modified CGIN’s bylaws to strike the NCBA/NCGA provision, and are in the process of creating new policy and process for approving our own members. This is being done in a way that protects the integrity and spirit of our membership of about 160 co-ops, while making it possible to reach out to the other nearly 140 existing co-ops and 100 emerging or start-up communities.
by creating community
I interpret this segment as being the most important and fun task to be charged with. “Community is the optimal condition for human development/fulfillment”. Toward this end, we are designing and implementing a more personable and open online environment for our food co-op colleagues to get to know each other and interact directly or through groups. Cooperators will be
encouraged to create personable profiles and member co-ops will have more attractive listings containing information that will help identify peer-to-peer, or peer-to-mentor possibilities for sharing experiences or expertise. And, of course, the co-op matchmaking feature...
We are also developing policies that encourage members to enroll as many staff as practical and developing terms of use policies that make the interactions more open and inviting. We think this needs to be as open and rule free as possible, with putting an emphasis on each co-op member being able to implement their own policies for who gets to be involved, as well as each group being able to create it’s own rules.
We have also reached out to director’s community and encouraged a higher degree of involvement and organized use of CGN.
As we go into next year, CGN will emphasize we are CCMA Every Day for food cooperators.
promoting the sharing
I interpret this segment as fulfilling the clear and brilliant promise that CGN offers, and the board properly identified at the Austin Retreat: which is to facilitate organic sharing and collaboration. Towards that end, we are replacing the clunky hard to manage listserve system with a more robust forum based-collaboration platform. This will allow more personable interactions, organized and curated threads, file sharing, and organic group formation.
development of resources.
I interpret this segment as creating a more resource rich and easier to access library of resources AND access to consultants and staff that can provide recommendations or guidance to better answer a member’s inquiry. I also think this means that we will do what we can to curate our resources so that what we offer reasonably matches best practices.
Toward that end, we have:• successfully transferred ownership of Cooperative Grocer magazine to CGIN.• developed a plan to employ content librarians and group leaders• worked on creating stronger affiliations with the strategic partners, especially FCI and CDS CC.• reviewing our primary resource: How to Start a Food Co-op for ways it could be updated to
include the current successful process of starting food co-ops practiced by FCI and CDS CC.
June 13th, 2012
Afternoon Meeting at Weaver’s Way
The discussion focused on the commitment, energy, and mutual accountability of the directors to each other for effective board functioning. This was followed by a discussion about Policy Governance and initial next steps. In attendance were Doug Walter, Dan Gillotte, Deidrie Lang, John Eicholz, Ben Naumen, Dan Nordley, Jane Harter, Martha Whitman, Travis Hance, and Kristin von Donop (Teleos Leadership Institute).
Purpose of the CGIN/CGN Board:
The purpose of this Board is to define the mission and vision; ensure management is in place and supported; provide oversight and accountability; be ambassadors for our members and strategic partners; and ensure resources are in place to
fulfill the mission and viability of the organization.
The goal is a clear, compelling, and consequential description of the value provided by the Board. Additional points from the discussion about Board Purpose include:
Oversight & Accountability: trustees of the assets, fulfill our fiduciary responsibilities, serve the interests of the members, and monitor effective use of resources.
Ambassadors: be in touch with the needs of the existing and future members, engage strategic partners, and provide subject matter expertise to support content creation and management.
While the Directors are also members, we discussed the importance of clarity about our role when wearing the “board hat” and not default into a “super user” role regarding the content creation and management. The risk is that as users, we could become distracted from doing the work to fulfill the board’s purpose. The appropriate balance is to be role models via our participation, excitement, and seeding new ideas.
Decisions:
Board Process:
1. Governance Commitment: The Board agreed to Policy Governance (a light version) with approximately seven policies – treatment of clients; communication to the Board; the Board’s Job; Director’s Code of Conduct; Officer’s Roles. The Board agreed to adapt policies from other organizations to meet our needs.
2. Board agreed to monthly meetings with each Director committing at least 3 hours/month for preparation, attending the call, and contributing to committee work.
June 13th, 2012
Board Development:
1. Board agreed to support money for transitional activities and support:
a. Executive Director consultant support to learn and develop new governance reporting requirements
b. Board development consultant to support policy adaptation
c. Administrative resource to support the Board and provided by the ED
Open Questions:
1. The amount of the investment for the support listed above
2. Specific timeline for implementation
3. Discussion about the consequences of a shift from a working board to policy governance and the vision of a “lean and mean” organization
4. CGN, CCMA and NCBA