march board minutes

Meeting brought to order at 4:02pm on Zoom

Adoption of February Meeting Agenda:  M/Kay S/Maggie,  no amendments. All in favour.

Declaration of Interests: none

Approval of November Meeting Minutes:  M/John S/Cathy-Ann, no amendments. All in favour.

Approval of consent agenda, including: 

• Governance Committee minutes
• Nominations Committee minutes
• Finance Committee minutes
• Member Engagement Committee minutes

M/Cathy-Ann S/Maggie

CARRIED. All in favour.

Business Arising

1. Review member feedback.  There was no member feedback this month.
2. Approve updated Nominations TOR+WorkPlan. Maggie presented the suggested changes to more accurately describe board processes.

MOTION To approve the Nominations TOR and Workplan, as circulated

M/Maggie S/Mikale

CARRIED All in favour

3. CCMA attendance
   1. CCMA is a conference for food cooperatives.  There is general agreement that the board will not send anyone to this year’s event in Portland, Maine.
   2. Sadie shared that there will not be a ‘virtual’ option this year, but there is expected to be a set of video recordings of talks available for purchase in the coming months.  The directors discussed the typical content and value of CCMA presentations.
4. Strategic Plan – Staff engagement
   1. Following from the brief presentation of the process and goals at last week’s Staff Town Hall, Wendy shared that staff have requested to hear more about the strategic plan. The directors discussed the best course of action and there was general agreement to wait until the results of the upcoming staff poll.

4:23pm Amanda arrived

5. Manager of the Month – Amanda Verigin, Marketing Manager
6. 1. Amanda shared with the board information about the Marketing department – an overview of the routine marketing communications, new projects, the new ‘Co-op Difference’ campaign, and relevant analytics.
   2. Amanda  responded to questions from directors. Directors expressed their appreciation for the presentation and the campaign.

4:45pm Amanda left

6. Governance: Number of Directors recommendation for next election
   1. The governance committee discussed the board’s feedback from the February meeting and recommended that the board increase by one director to have seven member-elected directors and one employee-elected director.
   2. Kay reviewed the rationale and risk of such a change, as circulated before the meeting.  It is suggested that increasing the size of the board, as suggested by a consultant in 2022, could reduce director workload, attract diverse candidates, enhance skill diversity, facilitate succession planning, and reduce the percentage of directors up for election annually.
   3. Directors discussed their concerns about such a change, and ways to mitigate the risks.
   4. Directors were encouraged to spread the word and help recruit suitable candidates.

MOTION To increase the number of member directors by one, so that there will be three seats open this election cycle, and a total of eight directors.

M/Wendy S/Kay

CARRIED All in favour.

IGM Report – Presented by Sean Silverson and Ashley Elliott

7. Sean shared the highlights from the February financials, as circulated.  As with the last number of months, sales and net income continue to be strong, with February sales approximately 12% above the same days last year.
8. The IGMs shared that we did not receive the grant application to improve regional food security.
9. The Staff Town Hall was on March 11th.  It was mandatory for all staff and two directors attended.
10. Questions from member attendees – There are no non-board members in attendance.

Next Meetings:

April 23rd – 4pm in-person, John will be away.

May 21st – 4pm on Zoom. James will be away.

The meeting adjourned to in camera session at 5:34pm