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No board meeting was held in June, 2008. Next meeting scheduled for July 2, 2008. May 21, 2008 Present: Ganelin, Momeyer, Pace, Burke, Unger Absent: Eacker (illness) The Board unanimously approved minutes of April 23, 2008 DISCUSSION Newsletter distributed Financial report distributed. We have $62,000 SITE Sites under consideration were discussed and compared. Momeyer shared auditor research and report of discussion with attorney. Unger will: contact 3rd site, contact architect to look at 2nd site, contact PJ Hoffman regarding use of 3,000 sq feet vs. 4,000. Ganelin will draft a letter to site 1. OUTREACH Unger reviewed her meeting with the City, CHACO, and pending Butler Rural Electric Unger reviewed networking with new faculty, lacavores email group in Cincinnati. The Name 5 mailing will go out next week. BOARD VACANCY The board discussed invited Jim Reid to the Board. Charles, Rick, and Bernadette are all acquainted with Jim Reid and feel he would be a great addition. Bernadette is to contact him about joining the board. MEMBER LOAN Jeanie Hey will be a caller. Charles distributed prospectus for discussion and finalization. Conference Call to Stuart Reid made. Next meeting June 4. Submitted by Unger May 7, 2008 Present : Ganelin, Momeyer, Pace, Burke, Unger Absent: Eacker (illness) The Board unanimously approved minutes of April 23, 2008 Treasurer's report was postponed ACTION Richard dines of NCB discussed the sprout loan and answered question from the Board. Submitted by Unger April 23, 2008 Present : Broida, Burke, Ganelin, Downing, Momeyer, Unger, Pace Absent: Eacker (illness) Minutes of April 2 were approved Treasurer's report was postponed ACTION The board agreed sources and uses budget will be based on $200,000 in loans and 500 members by store opening. Mars will try to find out ways to have coolers evaluated. DISCUSSION Richard Dines of National Co-op bank will be visiting on May 7. Broida presented preliminary profit projection tables based on smaller store size. Unger suggested emailing Dines the tables prior to his visit to Oxford. USDA will notify of grant status in September. An alternate site possibility was discussed in detail. STUART REID CALL Stuart, FC500 liaison, said that 3,000 (2,200 retail) was the very small end on the acceptable range. Have room to expand a small store in an important factor to consider. He warned that we should not buy a package deal if there were lots of things we didn't want in the package (i.e. buying inventory and selves we won't use). He also warned that in a very small store we have to reserve space for our priority items. PJ Hoffman, CDS consultant, knows about used equipment and co-op store design. Stuart said used equipment will cost about 20 cents to the dollar. He suggested dealing directly with the landlord. Stuart strongly encourages attending the CCMA conference in Portland to recruit general manager, sell t-shirts. Submitted by Unger April 2, 2008 Present : Broida, Burke, Ganelin, Downing, Momeyer, Unger, Pace Absent: Eacker (illness) Minutes of March meeting approved with one amendment Treasurer's report was postponed GRANT AWARD The Cooperative Development Foundation granted MOON $1,700 for Board training . Broida will write and article and send to Bernadette for review. ACTION Voting Process Formal votes will be taken on policy changes. Motion by Burke; second by Ganelin Unanimous approval Organizational Manager Wages Rebekah Powers was introduced to the board. A letter of understanding will include that she will be paid $10 per hour and if she brings in 60 new members by May 1 she will receive a bonus of $300 and a co-op membership. Motion by Momeyer, Unanimous approval Reduce Store Size Store size will be reduced to 3,000 square feet. Motion by Broida; second by Momeyer. Unanimous approval. All Loans To Be Under 2008 Prospectus The loan documents from the 2004 campaign will be voided and all loans will be signed using the 2008 prospectus documents. Motion by Momeyer; seconded by Pace. Unanimous approval DISCUSSION Loan Campaign Ganelin presented the completed prospectus. It has been sent to Ron McFall. Business Plan The business plan will be revised by mid April. Grant Application On March 20, Unger submitted a grant application. Downing did the cost estimates. Jim Rubenstein wrote most of the text. Awards will be announced in the fall. Letters of support were provided by Mayor Dana, Farmers Market Uptown, Scott Downing, Lucy Goodman, and Stuart Reid. Membership New targets are 400 members by May 1 and 450 members by June 1 Unger will have a table at Green Tea Day on Campus for member recruitment Unger and Powers have bee planning member campaigns. Site Negotiations Broida will serve with Momeyer on lease team. Lease negotiations will begin mid April. Jim Robinson has volunteers to help with legal matters. We will seek the services of a commercial realtor to represent us in negotiations. Specific terms were discussed; including monthly rent, the reduced rent prior to store opening, exceptions for improvements to a building. $25,000 Sprout Loan Unger will sign and send the paperwork in for the Sprout loan ans prepare media coverage. The loan can be used for attorney's fees and other fees. Board Vacancy Chares will ask Nancy Averett to join the board. Richard Dines Visit Richard Dines of the National Coop Bank will come to Oxford May 8 to tour and meet with us. Ganelin will 'research' hosting at his home. Next meeting will follow Dine's visit May 8. Submitted by Unger March 5, 2008 Present : Bernadette Unger, Amy Pace, Marshal Burke, Charles Ganelin, Rick Momeyer, Beth Eacker Minutes of February meeting are still pending approval. Treasurer's report Sprout Loan of $25,000 has been approved but will require MOON to provide matching funds. Matching funds are from Membership fees. Buyer's club members who are not MOON members will be asked to become members. Timeline A well thought out and revised timeline was presented to the board. COMMITTEE REPORTS AD HOC Member Loan Campaign 75% of target call list has been contacted but only 30% have been spoken to. Trouble with effectiveness of some of the volunteer loan callers. One of the callers is still making calls. A member has offered to match loans of $5,000 or more up tot a total of $25,000. Prospectus legal review A hard copy of a "Risk Statement" from the out-of-state attorney was passed around. If primarily focused on informing potential loan makers of the potential risks involved. It appears we waited a long time for very little, as very little new ground was broken as compared to the first loan drive's "Risk Statement". A complete Prospectus was promised for March 8, 2008 by Charles. Membership Current membership at 341 Name 5 Campaign Hector Huerta has distributed the 200-250 names to volunteers for research. We will ask Linda Simmons to help coordinate and speed up the process. Newsletter Both a new brochure for a not-to-distant direct mail campaign with a newsletter were discussed. WMUB Dave Christman has volunteered to coordinate MOON participation in the WMUB station's fundraising. This give MOON exposure on the radio. Web site The web site needs some graphic work in order to integrate MOON's new colorful logo with the web site's current wheat-straw colored theme. Volunteer's will be solicited via a mass email. Functionally, all web site links work and information (except for Board Meeting Minutes) is up-to-date. Organizational Manager The person currently responsible for that position is not working out. Several persons were discussed as being effective replacements for this critical operational position. Skills needed are fund raising experience, a strong community social network presence and a passionate commitment to see the MOON Store a reality. Board vacancy -Genevieve's seat No suggestions were made. Project Manager The possibility of hiring a MOON member for this position was discussed. Rick suggested that 'membership' and the 'loan campaign' would be two areas a project manager would be very helpful in. A possible first task this person could do was discussed; sit down with the City of Oxford to firm up their commitment to the $250,000 low interest loan they previously discussed with Ken Stern. In the interim, Beth said she would contact the city to see where we stand. A note will be sent to the membership regarding the open Project Manger position. Notebooks for new Board members Bernadette has the photo copies for notebooks for new members. Finance Business Plan Revision: Mike is still working on condensing it. The finance committee needs to meet to plug in new 'income' numbers that were the outcome of Cy Young's revised market study. Beth will coordinate the finance committee meeting. Marshall reminded the board that we have a business plan that we paid for and feels that it should be referred to as our strategic and tactical guide. The Store POLICY CHANGE Farmers Warehouse Institution food providers such s Miami U and meals-on-wheels are interested in incorporating more local food. The farmers Market Uptown has asked if MOON can serve as "broker" for such institutions. MOON wants to serve this roll and benefit from a fair commission but can not take this on at this time. -------------- Scott informed us that he has been in contact with a number of area growers in regards to supplying the MOON store and the response has been excellent. He reported on the government standards for selling at our store. Bill Art Supply Cases Scott said that he would most likely be able to transport and store the display cases generously offered by Bill. Meeting adjourned at 8:45 PM Next meeting 7:00 PM, April 2, at Rick Momeyer's home. January 2, 2008 Members present: Amy Pace, Marshal Burke, Charles Ganelin, Mike Broida, Beth Eacker, Bernadette Unger The minutes of prior meeting are pending approval BUSINESS PLAN Cyrus Young, retail location consultant from Oxford, presented his update to the market study for the store, including maps and tables. Based on the distribution of memberships, the anticipated market area has been geographically expanded from the Pete Davis's 2004 study. The demographic analysis has been highly refined block by block to more accurately reflect the student dominated areas off campus. The update uses a growth rate of 1% whereas the Davis study used 3%. Young's projected sales for the first year are $1,420,000. Pete Davis' projection was $1,690,000. When Dr. Young applied the Davis sales estimates to the Young population projections projected sales totals $2.100,000. The Board had a high level of confidence in Dr. Young's projections but that they may be a bit conservative. The finance team will plug the refined projections into the pro forma ns will report on results/impacts at the next meeting. Mike Broida was appointed to the board for a 3-year term following a unanimous voice vote after a motion made by Unger and seconded by Eacker. UPCOMING CALENDAR Jan 16 Board meeting at Library Jan 18 -31 Member Loan Campaign calls start Jan 20 Member loan reception at Momeyer Feb 20 (FYI) Continuing ed-class on organics and the Co-op Meeting adjourned at 8:45 BU December 5, 2007 Members present: Marshall Burke, Scott Downing, Charles Ganelin, Rick Momeyer, Genevieve O'Malley Knight The minutes of prior meeting are pending approval MEMBER LOAN 1. Post cards were mailed out in November with a heads up about he campaign. 2. Dec. 18 will be telephone training with Gessner for calling volunteers. 3. All members will be mailed a cover letter and a brochure and then get a phone call. 4. If requested a 8 page prospectus will be mailed out. 5. Then another follow-up hone call. 6. Then one person will get documents signed and collect the checks. 7. A cocktail party will be held for some member who maybe able to loan higher amounts. PolicyTIMELINE 1. Charles will incorporate the member loan timeline into the overall timeline. 2. Rick proposed that the store opening date be moved to October 2008 3. This will coordinate with the farmers' markets are closing- people can transition from them to our store. (Beth & Mike Broida arrive) TREASURER'S REPORT 1. Correction of a typo in November report 2. Request for verification that Laddy Lushion did the work he is billing us $985 for. Request that Susan C forward documents. 3. Paid Kirsch Ludwin for doing our taxes for last year, at this rate, won't owe anything on taxes. 4. Beth will need at year end a record of the current member loans from Susan - some of them are earning interest that must be paid. Charles - member loaners have the right to refuse interest and return it into the Co-op funds. Make sure loaners are aware of that option. 5. There is a current member loan out at zero percent interest. MEMBERSHIP 1. Membership is at 329. 2. Name 5 has generated over 200 names. 3. Harvest MOON - did not break even but got approx. 10 members 4. Newsletter - Bernadette is working on this 5. 4 add series in Oxford Press - nothing has been done. Charles will check with Bernadette, thinks holidays a good time to run the ads. 6. Keystone Committee - Amy reports we have a few people, will look for more Member Loan callers & inform Charles. ORGANIZATIONAL CO-ORDINATOR 1. General agreement that we should have someone. Rick - direct personal contact with members. 2. Board --- want an organizational manager. 3. Gen speaks to Lori O'Malley's abilities 4. Want to do this on a 90-day trial basis? 5. Discussion of what offer to make and how to make it. Charles will discuss with Bernadette. OPERATIONS 1. FC500 Report Card response has been emailed by Bernadette 2. Election of Officers- Genevieve explained concept of having each Board member serve as committee chair and review what we have already, attach names and jobs to people & send it around to everyone 3. Liability Insurance- Beth will get quote for next meeting. 4. Sprout Loan - Richard Dines says someone has been assigned to us and will send a new application - nothing is happening. 5. Business Plan - We want the current draft edited and reduced in size. 6. Market Study Consultant will give presentation at January meeting 7. Site Update- Discussion of site and plan to develop proposal for beginning serious negotiations. NEW BUSINESS 1. Farmers' market meeting - Scott spoke regarding MOON, told vendors how important it is to be members, lots of interest, talked as a source of selling for products. Timeline moving back frightens people - Scott too. (Would be nice to have an option to sell what doesn't sell at market) 2. Hiring Lori will be a good thing on this point - building membership. 3. Ballot for electing board members. -- Genevieve uncomfortable on moving on lease without this - needs to go out in the New Year. 4. Mars needs info for monthly report. 5. Next meeting: 20th (Thursday) Mars will check with Library.
The appointed hour being reached, the meeting was adjourned at 8:55 pm.
Key Board Action
- Debra and Beth are to work out details for cancellations of member loans.
Board Members present: Bernadette Unger, Beth Eacker, Debra Peter, Amy Pace, Genevieve O'Malley Knight, Marshall Burke, Charles Ganelin
2-21-07 Meeting minutes approved
Treasurer's report included one Buyer's Club delivery and rent paid. Approval was given for rental fee for the Earth Day Celebration at Holy Trinity Church, and for the member drive mailing.
Committee reports:
Present: Bernadette Unger, Beth Eacker, Marshall Burke, Debra Peter, Genevieve O'Malley Knight, Rick Momeyer. Absent: Charles Ganelin, Amy Pace.
Minutes corrected and approved for 1/17/07.
Bernadette will retrieve the archives from Diane Stemper and see that they get to Beth.
Debra reported that we received a bill for $244 from the state of OH for our "franchise tax." Payment was authorized.
Bernadette drew our attention to the "Hiring a General Manager" booklet in the Toolbox, and Mars promised cc of "Keys to Success for Start-up Food Coops in Rural Areas." Board members were encouraged to read both.
Marshall secured April 23 as a sponsorship day for MOON on WMUB. Later, however, the Board determined that greater publicity return on $150 could be obtained otherwise. Instead, we will volunteer to staff phones during fund-raising when more words about the glories of MOON membership can be broadcast.
Key Board Action
MOON will staff a booth and send its minions forth to recruit members at EarthFest, uptown, April 22.
The new logo and brochure were reviewed. Suggestions for changes in layout and wording were made to Rick and Genevieve. In the end, final revisions were left in the capable hands of Genevieve.
Bernadette will meet with Kate Rousmaniere to get advice on how to organize neighborhood canvassing for our spring offensive.
Bernadette and Debra will arrange an e-mail this week to the membership, encouraging recruiting members. There was indecisive discussion about putting together another newsletter. A newsletter will be needed to launch our spring membership drive.
The Board adopted, as a MOON motto, to appear on the cover of the new brochure, "Connecting the Community to Local Growers."
The spring campaign was extensively discussed. Key commitments were made to:
The next Board meeting is scheduled for Feb. 21, Lane Library, 7-9 P.M.
Minutes prepared by Rick.
MOON Board Meeting Minutes
Board members present: Marshall Burke, Charles Ganelin, Rick Momeyer, Amy Pace, Debra Peter and Bernadette Unger
Report on NCB banking questions:
2. Discussion of borrowing w/o income to support debt service
Derek Greene, Special Events Coordinator of Oxford Parks and Recreation, attended to propose a partnership between MOON and the Parks Dept in offering gardening/agricultural/food based programming. Ideas included
Marshall Burke reported on the Columbus Coop conference:
2 seats are available on the MOON Board:
MEMBERSHIP DRIVE
LOGO Approval
MOON will do a literature drop to all of Oxford utilizing entire membership to facilitate this effort. Bernadette getting advise from Kate Rousmaniere
Rick Momeyer and Genevieve O'Malley-Knight heading a subcommittee to review the new brochure
Meeting adjourned at 8:55 p.m.
Next meeting: Tuesday, January 30, 7:00 p.m. at Lane.
Minutes prepared by Beth.
MOON Board Meeting Minutes
Board members present: Marshall Burke, Charles Ganelin, Rick Momeyer, Debra Peter and Bernadette Unger
Minutes from 10-4 and 11-1 meetings approved.
Bernadette facilitated the meeting. Treasurers report by Debra, included review of current balance sheet and profit and loss by class for the period 10-4-06 to present. All participants at the meeting have received a Financial Toolbox hand-out on evaluating balance sheets. It was decided to close the member loan account and move the funds to the NCB money market account for increased rate of return. There was discussion on the value of calling in all member loan subscriptions. Proposal was made to call in the loans in February 2007 and to evaluate the situation in a complete timeline review scheduled for our next meeting. Decision was made to renew NCBA membership with the request for pre-store dues rate.
In preparation for officer selection, the officer responsibility sheet was reviewed and revised. Committees were aligned with officer positions. The revised sheet and Board appointments are as follows:
(revised sheet to be inserted)
President: Bernadette
Several potential candidates for the two vacant Board positions will be contacted. Rick volunteered to research bulk mailing. Mars volunteered to reserve the library meeting room for the first Wednesday of the next six months. Meeting dates so far for the new year are: 1/3, 1/17, 2/7, 3/7, 4/4, 5/2, 6/6, 7/11. Mars, Debra and/or Bernadette will register to attend a conference entitled “Successful Food Cooperatives” on Jan. 10 sponsored by the Ohio Cooperative Development Center. An overview of the conference may be presented at a special meeting on Jan. 17. Mars volunteered to research a possible field trip to the Lexington food cooperative.
Gessner workshop review and business membership discussion postponed to the next meeting on January 3, 7PM at the Lane Library (pending confirmation).
Minutes prepared by Debra.
MOON Board of Directors Meeting Minutes
Present: Debra Peter, Bernadette Unger, Charles Ganelin, Rick Momeyer
Discussion of the upcoming workshop with Bill Gessner. We will ask BG to move Sources and Uses to before lunch. Representatives from the Orange County IN co-op start-up have been invited to the workshop (as observers).
Program:
Postpone Officer Elections until next meeting. Recommending co-treasures to better distribute the work load.
We anticipate receiving revised logos soon and will move very quickly with the brochure to avoid the holiday season. Goal: to mail new Brochures Nov. 15. logos will be emailed as soon as they are received.
Member team – Barb Hamilton has agreed to coordinate the member drive in places of worship. We seek a representative from our membership for each congregation.
Meeting adjourned at 7:40.
Minutes by Bernadette.
MOON Cooperative Services, Inc.
The second Annual Meeting of the MOON Food Cooperative was held on October 25, 2006 at the Holy Trinity Church in Oxford, OH. Members gathered for a 6 PM potluck dinner with violin music by member Linda Parks.
After the dinner, the business meeting was called to order by outgoing President of the Board, Susan Callan. Susan began the meeting with a welcome to all and introductions of current, outgoing and new Board members. Outgoing Board members are; Susan Callan, Steve Dana, Sharmila Pradhan, Linda Simmons, (all present) and Diane Stemper (not present). Ongoing Board members present were; Rick Momeyer, Amy Pace, Debra Peter and Bernadette Unger. New Board member, Charles Ganelin was present and new Board members, Marshall Burke and Beth Eacker, had previous commitments and could not attend the meeting.
The main focus of the meeting was a presentation of the Annual Report by Vice President Bernadette. She detailed our progress in 2006 and our member recruitment plan for 2007, which will include publishing the member list in the Oxford Press (corrections requested asap). For an itemized detail of the presentation, please refer to the 2006 Annual Report. The meeting was concluded with a question and answer period, a request for volunteer help with grant writing for the Co-op, and the reminder that two Board positions remain available.
Minutes prepared by Debra.
Present: Amy, Sharmila, Bernadette, Debra, Susan, Linda, Diane, Steve.
Minutes approved from 9/6/06 meeting
Treasurers report: Debra passed out the adjusted balance sheet and profit and loss statement for the year, 2005-2006, as of 6/30/06. Bernadette suggested that a primer be made up explaining the key financial terms, especially for new board members. Debra will make available based on our financial tool box handbook. Balance sheet as of 10/3/06 and a profit and loss sheet by class were distributed. MOON made a little over $1000 on the last dinner. $715 was spent on food items from the vendors at both Farmers Markets. The credit card requested from Working Assets arrived, but was an MBNA business card instead. Debra is to check with the accountant as to whether we should keep the card.
Membership: 179 members, 206 certificates. A membership graph will be displayed at the annual meeting.
Membership campaign: Bernadette showed examples of new logos presented by volunteer artists. Discussion followed, but no decision was made. The committee is planning a mass mailing to around 4000 residents (mailing lists from 4 different voting precincts). Discussion followed as to the financial aspect of applying for a bulk mailing permit. It was decided to hold on pursuing bulk mailing at this time.
Board vacancies: It was decided to send out another email with an attachment explaining duties and expectations of board members to the membership. The committee will continue to recruit. Susan spoke on the reasons for her resignation from the Board at this time.
Annual meeting: There will be no speaker, and no live music so far. The meeting will be a 6:15 potluck dinner and 7:30-8:30 business meeting---Q and A period included. A narrative report that includes future goals, including membership recruitment, member loan committee, board vacancies will be presented. The goal of the meeting is to stress membership. There will be recognition of certain members, possibly. Susan would like to explain what it has meant to her to be a part of the MOON Board. Still need volunteers for child care, clean-up, etc.
Next meeting: Wed., 10/11/06, at 7:00. Place TBA.
Respectfully submitted,
Linda
Members present - Susan, Debra, Linda, Steve, Amy, Sharmila, Rick
Minutes approved for the 7/06 and 8/17 meetings
Treasurers Report - Credit for over-payment of the taxes will be used for the first quarter of next year's taxes. The taxes have been filed. Profit and loss sheets were passed out plus a detailed report of the dinner and a balance sheet. Fiscal year statements for review are complete and available upon request.
Membership - 171 members, 197 cerificates
Sprout Fund Application - It has been sent and has been received by Richard Dines.
Board Vacancies - Marshall Burke (Chef Mars) has volunteered to run for the Board. Other potential candidates names were discussed and will be called to see if they are interested in running for a seat on the Board.
Membership Campaign - Amy brought up the question, if a business buys a membership, what name is to go on the certificate. Susan reported that she and Bernadette have found 9 people so far who are interested in being a part of the Foundation Team. A meeting is planned for the Team on 9/13.
Susan attended the meeting of the Farmers Market Council on 9/5. Both MOON and the Market are interested in maintaining an alliance. More discussion needs to take place on the particulars of this matter. It was decided to turn this project over to the Foundation Team.
Bill Gessner (Consultant) has suggested that we assure potential members that their investment of membership will be held until we reach the "point of no return" (bank loan for the opening of store). Sharmila suggested setting up a table at the Shriver Center to recruit members.
Annual Meeting - Oct. 25. Church is reserved. Possibly skip speaker and have more question and answers regarding MOON. Check on music.
Next Board Meeting - 10/6/06, 7:00-9:00 at the Lane Library.
Respectfully submitted, Linda Simmons
Attending: Steve Dana, Susan Callan, Rick Momeyer, Amy Pace, Debra Peter, Sharmila Pradhan, and Bernadette Unger.
The meeting was convened at 7:30 P.M. in the LCNB by Board President Susan Callan.
Minutes for the Board meeting on 7/11 were approved.
Debra distributed a Treasurer’s Report. The preliminary findings indicate a profit of more than $1,000 from the dinner.
The member count stands at 170 or 171, still well short of the 300 we aim for by January.
Sharmila asked advice on the coop loan application for 25K due in Sept. There is some urgency in getting a business plan ready and figuring out how to spend the money.
Susan and Bernadette volunteered to assemble volunteers to work on the agenda and annual report for the upcoming annual meeting (date yet to be determined).
Sharmila volunteered to serve on the nominating committee that is to find (as if it were possible!) a replacement for her, plus one other imminent vacancy. A list of possible potential board members or volunteers to help with membership development was created.
Amy allowed as how dinners were a hell of a lot of work for a few people, and wondered if that is really where our energies should go.
Those with suggestions for changing the text of the new brochure are to e-mail their suggestions to Bernadette
Rick volunteered to do a report on cards collected at the dinner, and to follow up on those wanting more info.
The next Board meeting is scheduled for 7 P.M. on 9/6 (a W), probably in Lane Library. Subsequent board meetings will be on the first W of every month.
Respectfully submitted, Rick Momeyer
Members present - Susan, Steve, Bernadette, Debra, Amy, Diane, Linda.
Farmers Market - After much discussion, the Board decided to pursue a formal relationship with the Uptown Farmers Market in order to work together to promote our similar mission statements, benefitting both organizations. Susan agreed to be the liason with the Market Board.
MOON Community Dinner - Bernadette passed out flyers, large and small, advertising the dinner. The small flyers will be distributed to Uptown Farmers Market vendors and 3 restaurants - La Bodega, Alexander House and Kona Bistro, to be handed out to their customers. Large flyers will be posted around town and campus. Postcard will be mailed to MOON members one week before the dinner.
Debra passed out the Treasurers Report, and announced that the books are on their way to the accountant. June 30th marks the end of the fiscal year for MOON.
Goal for this meeting - Timeline to build membership.
Means and needs for increasing membership in order of importance: 1. Create a Membership Team 2. Distribute outreach packet 3. New, revised brochures 4. Build relationship with Uptown Farmers Market
Goals and responsibilities of Membership Team headed by Rick M., (pending Rick's approval)
Decision was made by the Board not to issue MOON memberships as "gift,trade,barter or reward" in order to stay within the legal guidelines of a cooperative.
Next meeting - Aug. 17, Thurs. from 7:30 - 9:30. Place TBA.
Respectfully submitted
Linda Simmons
Board members present - Sharmila, Bernadette, Debra, Linda, Susan
Went over handout: regaining momentum and "Membership Strategies".
Discussed the first step in expanding the Buyers Club: seeking a larger delivery area. It was decided to first check with U. U. Church to see if they could give us more space. Criteria needed for Buyers Club delivery and pick-up: truck manuverability, 600 sq. ft. needed, affordable rent in order to generate a profit, and parking.
Reviewed the Timeline for July. Discussed what to be targeted at the dinner - Buyers Club expansion or increasing MOON membership.
Need to increase MOON visability to support groups, health care professionals, mothers groups, all age cohorts: young adults, Mom/Dad, older adults.
Dinner - Marshall Burke will be the chef. Discussed when to have the dinner (possibly the end of July). Flyers will be distributed instead of newsletter.
Strategies for dinner theme - "Buzz" - "What is the Coop difference?"
After much discussion, it was decided to emphasize the need to increase MOON membership at the dinner rather than promoting expansion of the Buyers Club. WE NEED MORE MEMBERS.
Next Meeting: July 11th, Tues. at 7:00-9:00 pm.
Minutes by Linda.
MOON Board of Directors Meeting
Minutes from the 5/10/06 were not approved as many members didn't receive them. They will be resent.
Bernadette facilitated the meeting.
Treasurers Report - The books were sent to the accountant for review. The accountant will also be contacting the IRS on our behalf, to correct a mistake made in their recording of our fiscal year status and to remove the resulting penalties. MOON may have to pay additional quarterly tax as the $10,000 grant was not included in the original 2005/06 tax estimate. The accountant will contact Debra on 6/10 or 6/11. A member refund was sent. The Board decided to apply for a Working Assets credit card.
Membership - 160 members and 186 certificates.
Site Committee Report - An email summary of the meeting with Terry Dudley was sent by Steve and reveiwed by the Board before the meeting. It was decided to send Terry Dudley a letter, which Rick volunteered to draft and send to the Site Committee for approval. Upon approval, the letter will be mailed.
Timeline - A brief reveiw was conducted.
Brainstorm discussion on "Why don't we have a store,yet?" The following summary of this session, including the main points, was provided by Sharmila (thank you, Sharmila).
MOON Board of Directors Meeting Minutes
Members present - Amy, Susan, Linda, Rick, Diane, and Steve
Minutes of 4/23/06 approved as revised.
Site Committe - Linda is to call Terry Dudley to set up a meeting to discuss proposal. Discussion followed on pursuing a plan B site. Steve agreed to contact a realtor to see what is available.
Treasurers Report - Balance sheet, Sources and Uses for Option #1 and Option #2 were passed out and gone over. Start-up budget, based on Bill Gessner's suggestions, was reviewed. Discussion followed on the viability of a coop as an alternative, full-service market in Oxford. Refund for one membership was approved. It was decided to apply for a credit card.
Membership - currently 159 members and 184 certificates.
Timeline Tasks for May - Develope committees on membership, financial strategy and planning for July dinner. Volunteers: membership - Steve and Rick. Financial strategy - Susan. July dinner - Amy and Linda. Linda also volunteered to work on the newsletter. It was decided to contact members re: working on committees.
Next Meeting Date - Tues., 6/6/06, from 7-9:00 at the LCNB meeting room.
Minutes by Linda.
Board of Directors Meeting Minutes
Members Present - Diane, Susan, Steve, Sharmila, Rick, Bernadette, Amy and Linda.
Minutes of 4/4/06 meeting approved.
Treasurer's Report - Treasurer's report, Profit and Loss, and Balance sheets were reviewed. Member loan program explained to new board members. $280 monthly average profit from Buyers Club currently. $650 scholarship approved by the Atlanta conference for Bernadette to attend and give presentation on food coop start-ups.
Membership Count - 158 members, 183 certificates.
Food 500 Grant Reports - Quarterly report due May 10th. Bernadette volunteered with help from Debra to do the quarterly report. Diane volunteered to do the June report.
Site Selection Committee Report - After reading, discussing and revising the counter proposal for the S. College location, the proposal was approved, and will be delivered to the potential landlord on Monday, as promised. It was decided to continue to search for an alternative site.
Time Line - Bernadette will rework the current time line in phases and dates.
MOON/OEFFA - Picnic will be 5/22 at Hueston Woods. More info, contact a member.
Next Meeting - Wed., 5/10/06 at the Lane Library from 7-9:00. Members are asked to bring Sources and Uses sheet and Bill Gessner's report.
Respectfully submitted, Linda Simmons
Board of Directors Meeting Minutes
Members present: Rick, Sharmila, Diane, Susan, Linda, Bernadette
Minutes of 3/20/06 approved.
Treasurer's report--Sources and uses and balance sheets were distributed. It was suggested to plan a meeting around the middle of April, when Debra can come, to discuss the budget. Debra has worked on the pro forma and business plan.
Site committee report--Sharmila gave the site committee report and counter proposal. Susan suggested to expand the Buyers Club, and should request that we could use the S. College site for our Buyers Club pick-up during the time that the building is being held for us. There was discussion on renovation and timeline. Sharmila will contact Bill Gessner re: contingency clause in counter proposal. Rick will contact attorney, Jim Robinson, re: legal aspects of counter proposal. Counter proposal was approved by the Board pending changes by Gessner or Robinson.
CCMA Conference--June 8, 9, and 10 in Atlanta. Can MOON participate in a start-up coop workshop? Susan and Bernadette may be able to attend. Bernadette will contact Richard Dines.
Food 500 report--Sharmila read the bullet points. Discussion followed. Most areas were addressed with positive results. Still needed--financial strategy and market strategy plans.
Timeline--There was discussion and some revision on the timeline. Sharmila stressed the importance of giving more power and responsibility to committees. It was suggested that at the end of each month, the timeline would be reviewed and goals and a timeline would be set up for each committee.
Membership--A decision needs to be made on levels of membership, and a committee still has to be formed for the membership drive.
Next meeting--Sunday, April 23, from 1 to 3 PM, at the Lane Library. Board members are to review the budget and the timeline before the next meeting to facilitate discussion.
Minutes by Linda.
Board of Directors Meeting Minutes
Members present - Steve, Susan, Bernadette, Linda, Rick, Sharmila
Minutes approved from 2/26/06 mtg.
Treasurer's Report - Permission was given to Debra to send a copy of our bookkeeping program to the accountant for review and explanation of balance sheet.
Insurance Report - Steve reported on figures obtained from Fey and Beaton. Our lease with the Universalist Unitarian Church, where our Buyers Club pickup is located, requires us to have insurance. Discussion followed.
Coverage for MOON dinners needs to be researched. It was decided to go with Fey Insurance.
Terry Dudley's Proposal - The proposal was reviewed and discussed. It was decided to respond with a counter proposal. Points to be included in the counter proposal were named and emailed to the board members after the meeting. It was decided to request an extension to Terry's deadline of April 1st. Sharmila will compose a letter for Susan, as MOON president, to send to Terry requesting more time for the Board to compose a counter proposal.
Next Meeting - Tues., April 4th, from 7-9:00 pm at the Lane Library
Respectfully submitted, Linda
Board of Directors Meeting Minutes
MEMBERS PRESENT: Susan, Linda, Sharmila, Steve, Bernadette, Rick, Diane, Amy
MINUTES from previous meeting were approved.
UPDATES: Some discussion on help with the Buyers Club. Diane is the liason for our group for the CGIN (Cooperative Grocers Information Network). She has the login and password, in case anyone is interested in contacting them.
MOON DINNER: Feb. 22, Wed. from 5-8:00. Amy and Bernadette met Chef Steve and menu will be forthcoming in a few days. Carol Katz made flyers---Board members will distribute. It was approved to send postcards to members. There will be an info and registration table set up---stickers (name tags) will be available. Contact artist to make them. Table tents might be made. Susan will give a mini speech re: MOON. Amy reported a good response for volunteering: 22 members, so far. Projected attendance - 180. Susan will order CBJ newspapers to have at dinner. (contains reference to the $10,000 grant that MOON just received.)
NEWSLETTER: Information is being gathered and will be sent via email to the editor for printing and mailing by 2/13.
MEMBERSHIP: Rick has received the membership list from OPCJ.
SITE SELECTION: Steve reported on the meeting with potential landlord, architect and committee. Request was made to landlord to transform building into "cold, dark shell". Plumbing and electricity is landlord's responsibilty. Rick discussed rent and renovation costs with lease to be based on contingencies. "Good faith money" may need to be given.
TIMELINE: Susan and Bernadette working on colossal plan to actually get the doors open. After finished, will send to Bill Gessner.
NCB GRANT: Sharmila will submit the monthly progress report to NCB due 3/10.
NEXT MEETING: Sun. 2/26/06, 4-6:00 pm at LCNB.
Respectfully submitted, Linda Simmons
Board of Directors Meeting Minutes
Members present: Susan, Linda, Debra, Sharmila, Steve, Bernadette, Rick, Diane
Minutes were approved from the 1/8/06 meeting.
DR. JIM RUBENSTEIN, MU geography professor and MOON marketing sub-committee member, presented a report and review, based on local data, with comparisons to Pete Davis' marketing study report. Differing results were found in 4 categories:
1. definition of trade area
Key question: Is Pete Davis' data fine-tuned enough for our particular area?
It was decided to mail a copy of Dr. Rubenstein's report to Mr. Davis, followed by a phone conversation to possibly find a way to merge the results by incorporating local findings in the report. (specifics to be discussed: geographical area and off-campus students)
COMMUNITY DINNER - We still need confirmation from Chef Steve Friede. Bernadette (with Susan's help) will email local producers to see what's available. The theme "Bring a Potential Member". Cost: adult $12 and children $6. "Grassroots" newsletter, with info about dinner, current member list, and a status report by Susan and Bernadette, will go out between 2/10 and 2/13. Diane will be in charge of PR.
OEFFA/MOON sponsored lecture: Someone will be there to hand out brochures and have a sign-up sheet for those wanting more info about MOON.
TREASURER'S REPORT - Debra, after speaking to accountant Pete Abner, gave
the report concerning taxes due. She also gave the report on the Buyers Club and NCB Money Market Savings accounts.
NCB GRANT - A picture was taken and article written for the Oxford Press about receiving the grant check. It was decided to deposit the $10,000 grant check in the NCB Money Market Savings Account.
REVIEW OF ORC 1729/NONPROFIT ISSUE - MOON is a "cooperative association" chartered under 1729 ORC.
SITE SELECTION COMMITTEE - Susan passed out site renovation presentation created by architect Scott Webb to give to potential landlord. A meeting, including the potential landlord, Scott and the SS committee, will be arranged to discuss the plan.
BUSINESS PLAN - Consultant Bill Gessner has agreed to work with us concerning our business plan. After we complete the timeline, he will set-up an outline for us to use in the creation of our business plan.
NEXT MEETING - Tues February 7, from 7:30-9:30 PM at LCNB
Respectfully submitted, Linda Simmons
Board of Directors Meeting Minutes
Architect, Scott Webb, began the meeting by presenting the proposal for renovation of the potential market site on S. College Ave. Scott referred to the original proposal that he presented to the Site Seleciton Committee last Aug. with general plans and costs. Following are the main points concerning renovation:
MARKETING-Unger will contact Davis and report at next meeting
MEMBERSHIP-Momeyer presented survey of several Co-ops in a chart comparing membership, shares, work credit, etc. Susan will ask our attorney for clarification regarding different levels of membership. Possible changes to the fees will be added to the timeline.
BUSINESS PLAN-Peter will assemble support documents
DINNER-Must have 4 weeks to plan. Stemper joined committee. Buzz - "Bring a potential member"
SHOPPING CARTS-Momeyer will coordinate WalMart and Dudley to get access to carts. A Parade of Carts will be organized with members pushing the carts to MVL building.
INSURANCE-Fey Insurance will work on some costs for Liability insurance that will cover premises and products (exp.: if someone falls or gets sick). Directors and Officers insurance (if someone doesn't like the way we do business) will be a separate policy. We have to have General Liability first.
Next meeting Sunday, Jan. 22, Sunday, from 1:30-3:30 pm, at LCNB meeting room.
Respectfully submitted, Linda and Bernadette
MOON Board Meeting Minutes
PRESENT: Susan Callan, Debra Peter, Steve Dana, and Bernadette Unger
SITE REPORT: Potential co-tenant Bill’s Art Supply is also considering 2 other locations and plans to be in a new location by October 2006.
INSURANCE: Members met with Tom and Brian Fey this week.
TIMELINE: The Gessner (out of date) timeline was reviewed. Susan and Bernadette will refine and update a timeline and keep the Board on track. The renovation time line is an essential missing piece. Webb will be invited to our next meeting. Grant/Loan Applications will be an on-going item.
Prior to signing a lease the following items are to be accomplished in this order.
BACKGROUND INFORMATION:
PROFIT vs. NON-PROFIT: Many questions persist regarding this key issue. This matter should be resolved prior to doing a Business Plan. Steve paraphrased Bill Gessner that 75% of the coops are for-profit and the ones that are non-profit are not doing well. MOON Articles of Incorporation clearly establish us as non-profit under Ohio Law. However, MOON doesn’t qualify for Federal non-profit status. The consensus of the members present was:
NEXT MEETING DATE depends on Scott Webb’s availability. Sunday, Jan. 8 from 1:30-3:30pm. Alternate date is Thursday, Jan. 12 at 5:15 pm. Location to be determined.
Minutes by Bernadette.
MOON Board of Directors meeting
Board members present: Amy, Steve, Linda, Debra, Diane, Rick, Bernadette, Susan
Minutes from the previous meeting were posted awaiting approval. Changes and additions to be made to list of officers' responsibilities. A Board of Directors roster and Officers' responsibilities sheets were distributed to be approved.
The treasurer's report was given by Debra on the checking account, savings account and the member loan account, with copies of the reports distributed to the members. It was approved to pay Bill Gessner's bill
(consultant from CDS) for $258.50, send in membership renewal to the National Cooperative Business Assn. and to pay interest payments to member loans due in January. It was decided that the treasurer has the power to pay any bills under $200.00 that haven't been pre-approved.
Subcommittee reports:
MARKETING: Bernadette announced that the committee would convene sometime in Jan. Also, Pete Davis needs to be contacted for further explanation on his marketing report by either Bernadette, Steve or Sharmila. If he charges MOON for the clarification, it will have to be pre-approved by the Board.
SITE SELECTION: It was reported that the measured drawings done by Scott Webb have been completed, but no invoice sent as yet. Bernadette suggested that the Board needs complete feedback on the site proceedings.
Scott Webb will be invited to present to the board his drawings, plans for renovation and costs. After this info is examined by the Board, a meeting with Scott Webb, Terry Dudley and the entire Board of Directors will be
planned to negotiate renovation costs and rent. We also need to continue to search for a backup site.
BUSINESS PLAN: No report as yet.
MEMBERSHIP: Rick plans to assemble a membership team that will include members who were instrumental in the last drive. He proposes that letters be sent to the memberships of Oxford Center for Peace and Justice, Three Valley Conservation Trust and OEFFA, as well as other groups that might be supportive of our vision, to be followed up with phone calls. The student membership issue was also discussed with no decision made
pending further research. The attorney needs to be consulted about amending our bylaws on this issue.
DINNER: Amy stated that the dinner will probably be scheduled for a Mon. or Wed. in January to fit Steve Friede's (chef from Alexander House) schedule, as he has offered to cook for the fundraising dinner.
NCB GRANT: Shamila will request a check be sent to MOON in the amount of the grant ($10,000.). It is planned to take a photo with a short story to be put in the Oxford Press.
Shopping carts: It was suggested to ask Terry Dudley if we can store the 50 grocery carts donated to us by Walmart in the building on S. College.
Sharmila and Steve shared information gained from the conference call concerning opening and running a coop market. Main points were Timeline and Feasibility. More of this call will be shared at a later date.
Next meeting: Wed., Dec. 28th, to discuss the Timeline specifically. The meeting will be from 7-9:00 pm at the Lane Library.
Minutes respectfully submitted by Linda Simmons.
MOON BOARD OF DIRECTORS
Board members present: Susan Callan, Steve Dana, Rick Momeyer, Amy Pace, Debra Peter, Sharmila Pradhan, Linda Simmons, Diane Stemper, Bernadette Unger
Susan facilitated the meeting and Debra recorded the minutes. Minutes from previous meeting 11/9/2005 were approved. The current meeting agenda was amended and approved.
The Board spent considerable time in electing the current year officers and defining the responsibilities of the positions. Bernadette created a table synopsis of the discussion:
MOON Coop Officers Responsibilities - 2005/2006
Committees:
When Committees are created the following factors will be determined:
The Board also discussed current status of the potential store site including contacts with the landlord, architect and possible co-tenants.
Debra presented the first draft of the financial proformas for various store footages. The Board also discussed the need to get more information on the demographics used in the marketing study that was conducted by Pete Davis of CDS. Sharmila presented the current status of the $10,000 grant that we have been awarded from NCB.
In closing the meeting we agreed to have Susan and Steve send information about the Directors and Officers liability insurance through email. Here is the information they sent:
From Susan:
“We have an application at State Farm(local agent Pat Irwin) for Director and Liability Ins. only. They would not accept an app for general business liability because "you don't have a store yet". We were turned down for D&O policy thru Harlowe Ballard, an indep. insurance agent/broker who works exclusively with nonprofits. He is based in Columbus area. He said his underwriters would reconsider our app if we became a 501 c 3. He encouraged me to do that. We need to review the pro's and con's of becoming a nonprofit on a federal level.”
From Steve:
“Report---see attachment of memo---from Tom Fey of Fey Insurance. During our phone conversation preceding this e-mail from Tom, he did not say that, because MOON does not yet have a store, MOON was not eligible for general liability insurance. What he does want to see is our business plan and pro forma. On the basis of this data, he will determine our qualifications for liability insurance.
I recommend that, while we explore whether we should apply for 501(C)3, a couple of us meet with Tom and see what's available through him.”
From Tom Fey:
"Dear Steve,
Per our conversation this afternoon, the two types of liability insurance you might be interested in are (1) Commercial General Liability and (2) Directors' & Officers' Liability.
The former covers the entity, officers and directors and employees for Bodily Injury, Property Damage and Personal Injury Liability for premises liability and products and completed operations liability. For example, if someone slips and falls in your store, that is premises liability bodily injury. If someone buys food from the store, takes it home, cooks it and gets sick, that is potential products liability.
The Directors & Officers Liability covers the directors and officers of the entity for wrongful acts. You usually think of D & O claims involving stockholder suits, but in the case of a not-for-profit entity, some "member" could possibly sue just because they don't like the way the directors and/or officers are running the business. Most likely underwriters will not be willing to provide the D & O Liability if you do not first carry the Commercial General Liability.
We are looking at a minimum of two to three weeks to secure a quotation for the above once we have all the applications completed and submitted to the underwriters. The underwriters will most likely be an Excess & Surplus Lines broker who deal in more difficult risks than the standard carriers we might represent like Cincinnati Insurance Co. and Ohio Casualty Group. The reasons for this are the product, food, vs. something like greeting cards or clothing or books, and the fact that you are a new entity with out a history of operation for three or more years. In any event, we have excellent Excess & Surplus Lines brokers with whom we can work and, hopefully, come up with something that will satisfy your needs.
Please let me know when you have some time to sit down to review this and work on gather the data to submit to the underwriters."
Next meeting scheduled for December 18, 2005 at the Lane Library, 3-5PM.
Minutes by Debra.
MOON BOARD MEETING MINUTES
Board members in attendance: Susan Callan, Steve Dana, Debra Peter, Linda Simmons Diane Stemper, Rick Momeyer, and Bernadette Unger.
Susan facilitated the meeting and Debra recorded. The agenda and sole purpose of this meeting was site evaluation and selection.
Bernadette presented the results of a survey of the Board members which ranked the top two of four potential store sites according to :
The weighted totals of the top two sites: Miami Valley Lumber (MVL) 304 and Stewart 365. After much discussion about all of the factors affecting the feasibility of each of these sites, the Board voted unanimously to pursue the MVL site. Factors that influenced the choice included: the flexibility of the space=easy expansion, renovations would be more open to member participation, it fits our timeline, reduced rental cost, the environmental advantage of renovating vs. new construction, more room for community space, the presence of a functional loading dock, and our ability to exist as a stand alone operation and yet benefit from the synergistic effect of an established art store as a potential co-tenant.
Susan volunteered to talk to Architect Scott Webb about creating the renovation drawings for the site. Debra will prepare financial pro formas to help evaluate various square footages and rental rates. Linda will contact Terry Dudley about our decision to pursue negotiating a lease on his property.
Next meeting was set for 7-9PM on November 30 at the Lane Library if available. The agenda will include the election of Board officers and discussion of Board responsibilities and function.
Minutes prepared by Debra.
MOON Cooperative Services, Inc.
The first Annual Meeting of the MOON Food Cooperative was held on October 22, 2005, from 6:30 to 8:50 PM at the Holy Trinity Church in Oxford, OH. The evening began with a social hour from 6:30 to 7:30 featuring a member donated dessert and beverage table and musical entertainment by Doug Hamilton on violin and Michael Calter on acoustical guitar. Childcare was provided by Jesse and Jared Baldwin throughout the evening.
The social hour was followed by the business meeting at 7:30. Board members in attendance were Officers Harv Roehling, President; Susan Callan, Vice President; Amy Pace, Treasurer; Debra Peter, Secretary; additional Board members Linda Simmons, Steve Dana, Sharmila Pradhan, Rick Momeyer; and new Board member Diane Stemper. Harv opened the meeting with a welcome to all attendees, introductions of all the Board members and a special welcome to Diane. Harv also recognized the contributions of previous Board members Joanne McQueen and Charlie Stevens who were also in attendance.
Progress Reports were as follows:
Treasurer Amy Pace reported these financial figures for the fiscal year July 1, 2004 to June 30, 2005:
Sharmila, our grant writer, announced that we have been awarded a $10,000 Seed Grant for start-up expenses from the National Cooperative Bank. MOON was one of four recipients in a field of 12 applications.
Rick recognized and praised the hard work and dedication of long time and previous Board members. He also reported on the current membership drive and our hopes to reach a 300 member goal by the store’s opening. He announced the creation of a Speaker’s Bureau to get the word out about MOON and also requested that all members identify and actively recruit new members---especially those who are with us but who just haven’t written out the check yet.
Steve reported on five potential sites for our store. He outlined a few of the many complex factors that we must take into consideration in evaluating each site:
Steve reported that we will be working with Dr. Jay Kayne of the Miami Page Center for Entrepreneurship in evaluating the financial feasibility of various sites and in developing our business plan.
Susan then opened a question and answer session with a thank you to all the members who have volunteered their time, resources and talents. Board members answered questions concerning the possible sites for the new store, the status of the member loan program, membership quotas and membership levels. Several questions were deferred until after the Bylaws vote.
After the question and answer session, a member was permitted to make a local announcement and then Susan opened the floor for discussion of the Proposed Bylaws with a brief history of the development of the Bylaws and the announcement of a Board recommended change in the wording of Section 3.1, line 7 from “sexual preference” to “sexual orientation”. Board members answered questions about the patronage refund consent provision, capital certificates, and the provision for amendment by members. The discussion was followed by collection of the member ballots. Joanne McQueen and Charlie Stevens collected and tallied the votes.
After the vote, the earlier question and answer session was re-opened and Board members answered questions about the membership fee system.
Charlie Stevens then introduced Pat Murphy who presented a program entitled “Peak Oil: The End of Cheap Oil and the Transition to Sustainability”. Following discussion of the presentation, Susan closed the meeting with the announcement that the Bylaws passed and gave a thank you to all who attended.
Minutes by Debra Peter, Secretary
MOON BOARD OF DIRECTORS MEETING MINUTES
Board members in attendance: Harv Roehling, Linda Simmons, Amy Pace, Susan Callan, Steve Dana, Debra Peter, Rick Momeyer, and Bernadette Unger.
Harv facilitated the meeting and Debra recorded. Meeting agenda was amended and approved. Minutes from the October 5 meeting were approved as corrected.
The Annual Meeting committee presented copies of the meeting program, ballots, registration papers and name tags. The Board approved the committee request of a budget of $205 for compensating Pat Murphy, the speaker from Community Solutions, Doug Hamilton and Michael Calter, the musicians, and Jared and Jesse Baldwin, the childcare providers. The Board approved the acceptance of absentee ballots with the notice that absentee ballots cannot be counted if any changes are made to the proposed bylaws at the annual meeting before the vote is cast. We confirmed the Annual Meeting agenda and the responsibilities of each Board member.
The Board approved one change to the Proposed Bylaws: Section 3.1, seventh line, “sexual preference” was changed to “sexual orientation”. A notation of the change will be made on the website and corrected copies will be made available at the Annual Meeting.
Steve, Linda and Debra met with Dr. Jay Kayne on Friday, October 14 to discuss methods and resources in constructing a business plan for MOON. Steve presented a synopsis of the points discussed with Dr. Kayne. In order to move forward with constructing the plan, we will be gathering additional research and surveys of the local potential market.
Harv updated members on two more potential sites that were toured by several Board members. Dr. Zipko has offered us space in his facility at 507 South College and also at the former micro-brewery building 349 Foxfire. The Board agreed that we need to “run the numbers” on the best potential sites to narrow the choices. We will be utilizing a financial pro forma template (since received from Dr. Kayne) to determine the financial feasibilities of the potential sites.
Susan reported that a potential Board candidate would respond in the coming week to our invitation to join the Board.
The Board reviewed and approved a Corporate Authorization Resolution designating the authorized agents and describing the limits of powers granted for the new Money Market Account with NCB. All membership certificate funds have been deposited in this account and will be channeled into this account in the future. An official copy of this Resolution and all other inception records of this account will be secured in our safe deposit box at LCNB. In other financial matters, Harv requested bank statement files from our various accounts to be given to our accountant for tax preparation. We also agreed to spend time at the next meeting defining the responsibilities of Board positions.
Rick reported that he has sent a letter to the manager of the new Walmart store with a request that they donate some used shopping carts to MOON.
Amy reported that we now have 134 members with 158 certificates sold.
The remainder of the agenda items will be discussed at the next Board meeting on November 9, 7-9PM, location to be reserved and announced by Linda.
Minutes prepared by Debra.
MOON BOARD MEETING MINUTES
Meeting agenda was reviewed, amended, approved. Minutes of 9/14/05 meeting were approved as corrected.
Signature papers for the new membership account at NCB have arrived and will be signed by Amy Pace, Debra Peter, Susan Callan and Steve Dana. A copy of the Corporate Authorization Resolution will be emailed to all the Board members for review and approval. This document affirms that the Board has initiated and authorized opening of the account with the designated signers and the limits of powers. Harv will sign the Resolution as witness.
Harv reported that the accountant has applied for an extension from the IRS to allow more time to gather and process our records for the 2004/2005 fiscal year. We agreed to make note of the deadline and allow more time next year. We also discussed the need to consolidate and define the functions of the Board treasurer’s position at the beginning of the new term November 1.
Members of the Board will be meeting with Dr. Jay Kayne on Friday, October 14 at 9 AM. Dr. Kayne holds the Cintas Chair in Entrepreneurship in the Miami School of Business and teaches courses at the Page Center for Entrepreneurship. He has volunteered to talk with us about resources and methods in the construction of a business plan.
Contacts made with potential candidates for our coming unfilled Board position did not yield any volunteers last week. Susan agreed to approach another potential prospect this week. We also discussed our need to pursue candidates with skills that would facilitate our progress towards the storefront.
The Annual Meeting Committee presented a possible agenda for the Annual Meeting on October 22 and members agreed to present various parts of the business program as follows:
6:30 to 7:30 Voter registration and Social Hour
We discussed the possible min/max of attendance for the meeting and the Board estimated the number to be about 50. The count to pass the Bylaws was determined to be a simple majority of the votes cast. We also agreed to ask previous Board members Charlie Stevens and Joanne McQueen to be the vote collectors and counters. Susan presented a possible response in the event the Bylaws would not pass.
Harv led a brief discussion of a concern that the future storefront would be competing with the Farmers Market. He pointed out that Bloomingfoods in Bloomington, IN sponsors a local farmers market in their own lot on Wednesdays in addition to the regular market uptown. Their co-op also buys produce from local farmers to sell in their stores. In effect, the system encourages and strengthens local production of food by providing producers with a ready market for their product 7 days a week all year round. A year round market for farmers can be the difference between profit and loss.
The issue of supplier criteria was also mentioned and we agreed to revisit our timeline at the next meeting and schedule time to address the issues that would affect the new store.
The membership committee reported that the member count is at 132 with 156 certificates sold. The current membership campaign is set to end at the annual meeting and plans are in the works for the next drive.
On the site report, the MVL site was put on hold due to lack of a response from the group that we had hoped to share the space with. Linda will contact Scott Webb to hold on the site analysis. Dr. Zipko has contacted MOON about rental space that may be available at his office on Spring St. and a property he owns on Foxfire. The Board will be meeting with him on Wednesday, October 12 to tour the properties. Steve reported that David Wespiser of the Stewart Square development has reviewed our market study and questioned some of the data. We will be preparing a business plan to submit to all our potential landlords and lenders that will address his concerns.
The old Walmart store has used shopping carts in storage at their site and Rick has volunteered to contact them about donating some of them to us. We also talked about participating in the WMUB fundraising drive but decided we lacked the time and energy to devote to another project/event. Several agenda items did not get covered because of lack of time. They will go on the next agenda.
Next meeting: October 16, 3 to 5 PM Lane Library unless notified otherwise. (changed to LCNB)
Buyers Club initial order due date: October 18
Minutes prepared by Debra.
MOON BOARD MEETING MINUTES
Present - Harv Roehling, Linda Simmons, Steve Dana, Susan Callan, Amy Pace,
Debra Peter, Sharmila Pradhan, Bernadette Unger, Rick Momeyer
1. Minutes of 8/31/05 meeting to be approved later.
2. Financial Transfer: Board agreed that, if the NCB provides higher interest rates than LCNB then, the Membership money should be transferred to a Money Market account with National Cooperative Bank. Besides getting
higher interest on the money, this would establish our credit with NCB, prior to asking for a loan. Current NCB rates are over 3% and vary according to the amount and type of account. LCNB gives 0.45% interest on MOON’s Money
Market account at present. E-mail communication: Debra will open a 3 month, $10,000 CD (3.25% interest)
and deposit the remainder in the MMDA Plus account (2.90% with CD or loan). The LCNB account will have $100 to keep it open until the Board decides what
to do with it.
3. Funding from the city – No further news.
4. Board election – Several potential candidates were discussed and three names were listed. Steve will contact the first potential candidate and he will inform Bernadette and Susan if s/he declines.
5. Annual Meeting – Oct. 22, 6:30 pm, Holy Trinity Church. Susan, Debra and Linda have been organizing the event. The Annual Report has been mailed to all members along with the Financial Report. Minor errors in the Financial Report will be clarified at the Annual Meeting. The venue is reserved, speaker and entertainment confirmed.
6. Membership Campaign has added about 26 new members. Total members = 125, certificates sold = 149.
7. Site Report – Steve contacted David Wespiser re. Stewart Square property rental and was very encouraged by his interest in supporting local businesses.
David already has the Market Study report and would like to see the Sources and Uses budget. Board felt that a copy of the Annual report and Financial report could be provided for the present, until MOON gets more clarification on the type of financial information we can share with any developer. Current rental prices at Stewart Square are between $12 –$15 per sq ft/yr and includes slab, partitions, plumbing, electricity and possibly,
bathrooms. Parking will be also provided for all businesses. Finally, Linda reported that Scott Webb received the plans from Terry Dudley. Harv has not received answers from the Martial Arts School yet, but
expects to hear back soon.
8. Business Plan – Debra will contact NCB to find out what they expect to see in a Business Plan. She felt that we already have most of the components of a Business Plan; we need a consultant who can put them all together in a professional report. It was suggested that the Business Plan could be more useful and realistic if it was prepared by a local person, who knows more about Oxford and surrounding areas. Bernadette will call Oxford Chamber of Commerce to find out if they can provide a list of possible consultants/ experts. Steve will check with a
couple of MOON Coop members who have knowledge of finance and/or business.
9. Director’s Liability Insurance – Susan found that the local state Farm Agent, Patrick Irwin can provide a Business Policy with an add-on Directors’ and Officers’ endorsement. She has asked others to check with their
insurance agents and get quotes, if possible.
10. MOON dinner – Amy and Bernadette suggested that MOON should have an Annual Schedule of dinners, one in each season. Steve suggested contacting Steve Friede for the next dinner, because he had expressed interest in cooking a dinner for MOON. It would be scheduled in the 2nd week of November.
11. Bernadette has been invited to speak about MOON to Kiwanis and Rotary Club members. She suggested starting a Speaker’s Bureau.
Next meeting: Oct. 5, 7:00 – 9:00 pm at Lane Library
Oct. 16, 3:00 – 5:00 pm
Buyers Club pickup: Oct. 4
MOON Ed/OEFFA Program: Oct. 24, 2004 “Season Extension” by Lucy & Eugene
Goodman
Minutes prepared by: Sharmila Pradhan
MOON BOARD MEETING MINUTES
Attending: Steve Dana, Susan Callan, Rick Momeyer, Amy Pace, Debra Peter, Harv Roehling, Linda Simmons and Bernadette Unger.
Minutes for 8/7 Board meeting were approved, with Linda pointing out that the National Bank offers either a 10K grant or a 25K loan, but not clearly both. Both are still under investigation, and at least one will be pursued.
Amy reported that we now have 115 members. She agreed to phone Rick with a list of new members signed up each week, and Rick agreed to e-mail the list to all Board members.
City funding is still being explored. There seems to be some misunderstanding on the part of city officials about the nature and eligibility of MOON.
The Welcome/Good-by potluck for Board members and their families will be on Aug. 28 in the Sycamore Grove at Hueston Woods from 6-8 P.M.
The First Ever Annual Meeting will held Oct. 22 at Holy Trinity Episcopal Church from 6:30-8:30 P.M. The agenda is still in the works by the planning committee, but it includes music, food, business, and a talk from a representative from Community Solutions in Yellow Springs.
Two potential future Board members were identified and will be contacted as appropriate. Rick will ask one of them, and if that person declines, notify Debra, who will invite the other.
The Membership Committee is proceeding apace, with a meeting planned for noon on 8/19. About half of each team is vigorously pursuing new members; half needs further encouragement.
The Site Committee shared a long letter from our architect-on-retainer, Scott Webb. The letter addressed the next steps that will need to be taken by the owners of former lumber yard we have been investigating. These include most importantly a survey, a measured drawing of the property, and complete code review. The site committee will pursue these matters with Terry Dudley. There is still a lack of clarity about who exactly owns and has the authority to enter into contracts regarding the property.
Susan is pursuing another route to learn what other Coops do about director liability, and will report what she learns at the next board meeting.
A committee is forming to plan another fund-raising dinner. There was extensive discussion over whom to invite to prepare the food. No final decision was made on this matter.
The next Board of Directors meeting of MOON Coop will be on Aug. 31 in the LCNB.
Respectfully submitted, Rick Momeyer
BOARD OF DIRECTORS MEETING MINUTES
Present: Debra P, Linda S, Rick M ,Sharmila P ,Jess Camp ,Susan C ,Harv R.
Minutes of previous meeting approved.
Hello/Goodbye Potluck for Past/Present Board Members and Families: Set for August 28 6-8pm. Linda S will look into a site at Hueston Woods.
Next Mtg: August 7 3-5pm LCNB
MOON Coop Annual Mtg: Subcommittee is meeting to plan the event. Tentative dates are October 8 or October 22. Subcommittee working with Holy Trinity Church to schedule Croft for one of those evenings. Discussed topic of how/who will collect ballots and count them. Also agreed that once an individual/family sends in a payment toward purchase of a certificate she/he becomes a member and is eligible to vote. A postcard will be sent out announcing nominations requested for open board seats.
Membership Campaign Drive: It has begun! Letter has been sent to membership. Literature has been distributed to caller teams.
Site Subcommittee Report: Meeting was held by subcommittee and people from the Taekwando School on July 19. Board reviewed minutes submitted by Sharmila P. Site committee will next meet with Scott Webb, architect that Coop has on retainer.
Directors Liability Insurance: Debra reviewed the ORC 1729 re: directors liability. Susan C will recontact Bill Gessner from CDS.
MOON coffee/tea mug: Harv R reported that cost is prohibitive to contract with a local potter to make mugs MOON could sell.
Grants: Sharmila P reported on a new program that National Cooperative Bank is sponsoring titled Food Coop 500. NCB has partnered with CDS and NCGIN. Website is www.foodcoop500.coop 2 types of grants are offered: $10,000 as seed funds to start up a coop and $25,000 loans for coops already incorporated. The grants are matching. Sharmila will investigate them further.
Respectfully Submitted,
Board of Directors Meeting Minutes
Board members present: Steve Dana, Susan Callan, Amy Pace, Debra Peter, Sharmilla Pradhan, Harv Roehling, Linda Simmons, Rick Momeyer and Bernadette Unger
Charlie Stevens and Jenny Gelber gave a presentation on the National Farm to Cafeteria Conference which they attended at Kenyon College in Gambier, Ohio, on June 16-18, 2005.
Minutes of 6/25/05 meeting were approved.
The financial report for the fiscal year was given by Harv.
The Hello-goodbye potluck was discussed. It was decided that Linda would contact Charlie and Joanne (past board members) to see when they were available.
A committee of Debra, Susan and Linda was formed to work on the annual meeting plans.
Susan presented a plan for leg two of the membership drive that she and Steve worked on. The campaign consists of a membership drive team with Board recruiters Rick, Bernadette, Steve and Susan. This team will meet, work on a timeline and compose a brief letter about the membership drive. The recruiters will call members and ask them to call three people that they think might be interested in joining the MOON Coop. It was suggested that it is important to offer tangible benefits to potential members. It was decided to further discuss at the next meeting, the possibility of offering different levels of membership that would target MU students at a reduced rate. The target goal of the membership drive is 100 new members by 9/23/05.
The site report was discussed. Terry Dudley was called to express our definite interest in the site on S. College Ave. (old Miami Valley Lumber building). Some questions and concerns were: who pays for what renovations - rewiring, air and heating, bathrooms, etc. Also, environmental issues need to be checked. More info is needed on Terry's plan to build apartments upstairs. A decision needs to be made on renting the basement. Harv, Steve, Sharmila and Linda agreed to meet with Rob Pace and others involved with the martial arts business who will be renting the other half of the site, to discuss some of these issues as well as parking. Sharmila brought up some points (per Bill Gessner) that need to be addressed at this point in the process. They are: contingencies to rent, timeline for when contingencies are met, lease hold for improvements or construction and a back-up location plan.
Debra shared the letter she composed to the Coop Bank updating our progress. The letter was approved and will be sent.
Director Liability insurance was discussed. Susan shared that Bill Gessner, our consultant, recommended that we have it. It was decided to check with our attorney, Carolyn Eselgroth, on the need for the insurance and the content of our bylaws regarding this matter. It was also suggested that she be asked about the legality of offering different levels of membership (MU students).
A request for help with the Buyers Club was made. Two jobs, printing membership certificates and invoicing, could be done by volunteers making them eligible for discounts on their order. The search is in progress and will be further discussed at the next meeting.
Funding from the City will also be discussed at the next meeting which will be held on July 25 at the LCBN Bank building from 7-9:00 pm.
Respectfully submitted by Linda Simmons
Board of Directors Meeting Minutes
Present: Board members: Linda Simmons, Steve Dana, Susan Callan, Amy
Pace, Debra Peter, Sharmila Pradhan, Harv Roehling
Agenda was approved with the mention that October is Cooperative Month.
Minutes of the June 12, 2005 meeting were approved
Site report: Written report of the visit to the old “Miami Valley Lumber” site by Susan, Harv and architect Scott Webb was presented. After considerable discussion the following action was taken:
Community Supper: Attendance was approximately 150 with a gross income of $2085.00. This includes $615 in donations with one donation for $500. Linda, Steve and Sharmila will send Thank You notes to Ginni, her friends who worked, Moon members and friends. Debra will list on the website all involved.
Discussed having Moon mugs to sell at the dinners. Harv to check with Potters at the Oxford Farmers Market Uptown to see feasibility of such cups.
Creating a Moon Buzz: Debra Peter will be featured in the Hamilton Journal on July 4 in an article by Sue Perine O’Reilly.
Membership Drive: After considerable discussion as to how to conduct the next campaign, Susan agreed to chair a committee of Steve along with Bernadette and Rick if they agree.
Director Liability Insurance: No new information.
Cooler Storage: Coolers have been hauled to the scrap yard at a cost of $233.20.
Farm to School Conference: No report.
Hello Good-by Potluck:: To be #1 on agenda of next meeting.
Next Meeting: July 10, 3:00 - 5:00 PM LCNB Community Room if available.
Minutes prepared by: Harv Roehling
Board of Directors Meeting Minutes
Current board members present: Harv Roehling, Linda Simmons, Steve Dana, Susan Callan, Amy Pace, Debra Peter, Sharmila Pradhan
The meeting began with a round of introductions for the benefit of the two new board members, Bernadette and Rick. Both were welcomed by everyone.
Minutes of the previous meeting were approved as amended.
Site Report: Harv contacted Brandon Ney (a MOON Coop member and a realtor) to find out if it is possible to hire a realtor to locate a rental site for the store. According to Brandon, such an arrangement is only possible when buying a site, not when renting. However, he offered to keep us in mind and inform the board if a site came to his notice.
Susan provided a brief recap for the new board members. The Board is currently considering all, except one, of the sites mentioned in the market study. The funeral home is no longer on the table but the Country Collections site is.
Linda informed the Board that she had arranged for Terry Dudley to meet with us immediately after the board meeting. It was pointed out that the old lumber yard site did not have plumbing upstairs; it would be a good idea to check the Army Corp of Engineers’ report on that site and ask about presence of lead-based paint and asbestos. The board was also willing to consider sharing this site with other businesses.
Community Supper – Thursday June 23rd. Amy reported that Ginny is going ahead with ordering the food and will inform Amy if she needs any help. Linda passed out the postcards which will be mailed to members. Susan and Amy will meet before the dinner to make sure everything is in place. Other Board members will be available if required.
Creating a MOON buzz – Sue O’Reilly of the Hamilton Journal will interview Debra. The article will run during the July 4th weekend. The newsletter is ready for printing. Joanne has offered to pick it up and mail it to members. The plans for the moon costume were cancelled because Susan will be restricted to a booth/table rather than walking around the Farmer’s Market. Instead, Harv and Debra will pass brochures about the dinner from their booth/table.
Based on the advice from Bill Gessner, two additional positions were created on the board and the nominees, Bernadette and Rick, were appointed by the board. Debra will mail the by-laws and Sharmila will send the Timeline to the new appointees.
Current Board members will complete their terms in the following years:
Liability Insurance: Susan reported that she had not heard back from Bill Gessner re. Director’s Liability Insurance, possibly because he was to be at the CCMA conference. She will send him a reminder after a week.
Coolers: Harv reported that DeWitt is willing to help transport the coolers and will be providing a cost estimate.
Farm to Cafetaria conference - Meg will not be able to attend the conference. Bernadette offered to check if she was free to replace her. (Since then, B. unable to attend. Meg was able to get a refund of all but $50 from the conference. She is going to follow-up with Jenny regarding conference information and with Molly re. the article.)
Susan offered to develop an info sheet for the board members to use while talking with dinner attendees. This will be done via e-mail.
Next meeting: June 29th 7-9pm LCNB Bank
Minutes prepared by Sharmila Pradhan.
MOON Board of Directors Meeting Minutes
Board members present: Harv Roehling, Susan Callan, Amy Pace, Steve Dana, Sharmila Pradhan, Debra Peter
Harv facilitated the meeting. Agenda was amended and approved. Approval of minutes of the previous meeting was postponed pending their completion.
Financial activity report for 7/1/04 through 6/1/05 was presented with a total inflow of $16,025.31 and a total outflow of $17,826.15. The total inflow does not include a $2000 May end of the month transfer from the Buyers Club. With this transfer included, the overall balance comes to $199.16. Membership certificate money of $17,850 is retained in a separate savings account. The member loan account balance on May 1 was $5,100.61. Buyers Club activity for April was inflow of $2,843.01, outflow of $2668.44, net gain $174.57 with an account balance of $3,593.18 on May 1.
Cooperative Development Services has included MOON in their application for a USDA grant to assist start-up cooperatives with funds for consultant fees. If CDS receives the grant, MOON could be eligible for up to $15,000 in money to be used for start-up costs such as developing a business plan, store planning, etc. Notification of recipients will be in September and funds will be available in October.
The National Cooperative Bank has contacted MOON about a new program they have for start-up cooperatives. We have requested information about the program.
Ohio Cooperative Development Center has again requested a support letter from their grant recipients (that would be us) to be used to strengthen their request for funding for the center. Debra will compose and send the letter.
On the store site report, attempts continue to contact Terry Dudley, owner of a potential site at 14 N. Beech, and the Westspizer group, owner/developer of the Stewart School site. Harv volunteered to contact member Brandon Ney, a local realtor, to explore the possibility of hiring a real estate agent to assist us in our search for a site. Arrangements have been made to tour the old 5/3 building on the corner of Lynn and Spring Streets on Wednesday, June 8 at 1PM. Local architect Scott Webb will attend to help us evaluate the renovation potential and expense.
Sharmila created a graphic timeline of the current major goals of the Board that focus on membership building and site selection. The graphic timeline will help the board to organize tasks and maintain momentum.
Rob Abowitz (potential Board member) presented a report on the progress of the community supper from his wife, Kathleen Knight, who is coordinating the dinner. Kathleen has developed a work schedule for the dinner and personally called MOON members to request their assistance with the meal. She also contacted Carole Katz to design the dinner poster. The Board expressed it's appreciation for all of Kathleen's time and work on the project and Carole's beautiful poster design.
Amy presented a report on the community "buzz". That is, in order to build our membership, we need to create and maintain community awareness (the "buzz") about MOON. Sharmila and Steve volunteered to write and edit the "News from the Board" for our Grassroots newsletter which will be published and sent the week before the dinner. Joanne McQueen has volunteered to mail the newsletter and postcards. Debra will contact the food editor from the Journal News to see if we can get on the food page in the near future. Susan is focused on getting a "moon" costume to wear while passing out dinner flyers at the Farmer's Market. Linda will be contacting area newspapers and WMUB to get our dinner listed in the community events. And we are already anticipating another harvest dinner sometime in late summer.
Bernadette Unger has accepted the new MOON Board position and will attend the next meeting. Rob Abowitz would like to contact the Board within the next few days about our request for him to join the Board. Harv has requested that the original 5 Board members determine at the next meeting whose 3 positions will be up for election in 2005. Steve, Sharmila and one original position are up for election in 2006. Bernadette, the yet to be announced new position, and one original position are up for election in 2007. Susan reminded us of our idea of a potluck to thank the retiring Board members (Charlie Stevens and Joanne McQueen) and welcome the new.
Steve presented a case for the need for liability insurance for MOON. Susan will send a note to our business consultant Bill Gessner to get information on the subject.
The Board decided to scrap the cooler case and produce case that we bought for $300 in early '04. Being in need of moving them to another storage site, the options are to move them yet another time, have them restored and pay for storage, or scrap them and cut our losses. Since they require renting heavy equipment and trailers every time they need to be moved and the refrigeration companies don't want to mess with them (in spite of supplying an estimate for refurbishing when we bought them), we voted to rent the trailer and cat one last time and relocate them permanently to Hamilton Scrap.
We discussed the Farm to School Conference and our sponsorship of attendees. Meg Jones has volunteered to attend (since then---unable to attend). Several other prospects were discussed. We also talked about what we might expect to gain by our sponsorship.
We voted to remain at the HUUC for the Buyers Club deliveries for now in spite of the fact that we won't be able to add any refrigeration units at that site and our rent will be doubling to $120 a month. We're grateful to have such a convenient, pleasant site for our monthly deliveries and we hope that we can accommodate any expansion of participation by our membership. Next order due date is June 7 for
delivery June 21.
Next meeting was set for Sunday, June 12, 3-5 PM at LCNB. Potential agenda items were discussed.
Minutes prepared by Debra.
MOON Board Minutes
Present: Amy Pace, Debra Peter, Sharmila Pradhan, Susan Callan, Harv Roehling, Steve Dana, Linda Simmons
Next meeting: June 1, 2005 7:00-9:00 at LCNB
Agenda approved with additions.
Approval of previous meeting minutes held until next meeting.
Report given by Debra on Member Loan Account (financial figures posted on website) and Moon Buying Club. Discussed opening a holding account for MLA, with Debra formulating a holding account and repayment schedule for the MLA. Harv will discuss with our accountant the best way to handle and set up a holding account. Harv will report back to the Board.
Discussion of MOON’s Short Range Goals, short range meaning from present time until we have secured funding and signed a lease on a site. A decision was made to have two sets of goals running simultaneously, financial goals and membership goals. Susan suggested we restart the site committee as the site location is of importance in order to reach our financial goals. Board approved, Steve and Harv volunteered for the committee. Sharmila and Susan volunteered to organize and prioritize both sets of goals for the next meeting.
Discussion of creating a MOON “buzz” was held, with ideas including newspaper articles, radio announcements, flyers, moon costume, to promote membership and the Summer Supper.
Both Steve and Susan reported on possible Board members for appointment in June. The Board approves Steve and Susan appointing the members if they agree to join.
Steve reported that Darius Bobo, the Economic Development Director for the City of Oxford, thinks we are eligible for the Revolving Fund Grant. Darius will do some financial checking and get back to us.
Harv reported he was still investigating what to do with the coolers stored at the Baldwin residence.
Meg Vostal will go to the Farm to School Conference on Friday. Jenny Gerber received a scholarship, but MOON will fund the rest of her expenses. The Board is looking for another person to sponsor.
Harv will contact Hopedale United Universalist Church to see if the MOON Buying Club can add another freezer to our rented space. Our rent will be raised to $120.00. The Board agrees this is fair.
The Board agreed to renew our National Cooperative Business Association membership. Amy will send payment.
Respectfully submitted, Amy Pace.
MOON Board Meeting Minutes,
Wednesday, May 11, 2005
Present: Amy Pace,Linda Simmons,Steve Dana,Harv Roehling,Sharmila Pradhan,Susan Callan(note taker) and Debra Peter
Minutes of prior meeting 5/2/05 approved as revised.
The board continued work on a letter for the entire membership. Said letter will detail the board's work toward the storefront goal over last fall and winter seasons. Letter was approved. Letters to be mailed electronically to those who have an ISP. Hard copies sent to remaining members.
The board received no nominations from the membership for 2 additional board seats. Board is following Bill Gessner's(CDS,Minneapolis) recommendation to increase board size from 7 to 9. Target date for new members on board is month of June. Current board members developed a short list of prospective candidates. Steve D and Susan C agreed to call 1 candidate each. One former board member,Charlie Stevens, agreed to return to the board if no others can be found.
Short range goal and objective developed by Susan C were reviewed. Sharmila P recommended we add "building community partnerships" to objectives list. Members will work on tentative timelines for above and review/discuss at next meeting.
Steve D and Susan C reported on a meeting with Darius Bobo, Oxford's Economic Development Director. The city's Revolving Loan Fund(RLF) was discussed. Fund monies can be used for construction,expansion,conversion of facilities and fixed assets. Maximum available is $220,000. Amount of eligible monies is dependent on number of full time employees of the business. Board was pleased and future contact will be made as progress continues to storefront.
Board agreed to actively focus and develop agenda for next meeting at present meeting. Issues were discussed.
Harv R raised his concerns that CDS consultant Bill G's start up budget projections look too high for us. Board discussed. Members were unanimous in wanting to open a storefront based on a realistic sources budget rather than based on a uses budget projected by Bill G. This approach would probably result in opening our storefront sooner with a budget of more "modest and conservative" means.
MOON's next community supper still scheduled for June 23. Joanne McQ has agreed to cochair. Amy P will also be working with Kathleen McKnight Abowitz who also volunteered to work. Coordinators will recruit volunteers for jobs.
Number of memberships and certificates sold remain unchanged from last meeting.
MOON was awarded its second $5,000 grant from Cooperative Development Center, Athens,OH.
Sharmila P reported that Meg Vostal will attend upcoming conference,Putting Food on the Table:Farms and Food Service in Partnership,June 16-18 Kenyon College,Gambier,OH. Susan C said Lucy Goodman is also considering attendance. Sharmila recommended that MOON consider having a 501C3 partner so that donations to MOON could be tax deductible. Harv R said OEFFA is a 501C3. He agreed to research this and report back. Harv R also expressed concern about what MOON Board hoped would come of conference attendance. Susan C recommended Board discuss at next meeting.
Next Board meeting: Sunday, May 22, 3-5pm LCNB 2nd floor
Minutes prepared by Susan.
MOON Board Meeting Minutes,
Monday, May 2, 2005
Oxford Lane Library Community Rm.
Two items in the agenda were switched: the Start-up budget request to Bill Gessner was placed before the Timeline.
A Thank You note to MOON for its participation in Green Day from the day's organizer was passed around to members of the Board.
Re: the revision of By-Laws, additional changes were minor. The Board felt we did not need to resubmit them to Carolyn Eselgroth, attorney, for review again.
With respect to Board member election/appointment, Debra will send an e-mail to MOON members in which they will be asked to volunteer to work on the June 23 supper and register their interest by May 10; and, members interested in being nominated for the two additional slots on the Board should indicate their interest. Susan's suggestion, which was agreed upon, is that Board members begin a round robin discussion via e-mail re: possible nominees to the Board. Susan will begin this process.
Bill Gessner gave Debra information re: a startup budget broken down into figures for Uses and figures for Sources of funds. Bill assumes a 4,000 sq. ft. store with 2700 sq. feet of retail and annual first year sales of $1.8 million. For staff, Bill assumes a General Manager, two Assistant Managers and a staff of twelve, hired for different lengths of time. Average cost per sq. foot = $175-225; revenue= $450 per sq. ft.
For Sources, the contribution of owners should equal 50% of the total funds needed. Discussion ensued as to how MOON can get credit that can be presented to United Northeast in order to qualify for USDA backing, so that we might secure a guarantee on our loan with the bank.
Debra presented a second calculation of Sources and Uses, assuming 2500 sq. feet, 1625 sq. feet retail and first year sales of $1.5 million. Revenue = $600 per sq. ft. For this calculation the Project Manager position was removed. We determined that each of us should digest these two calculations and discuss our reflections at the next meeting.
Timeline: two were presented, one generic and one with dates. We agreed that we need a timeline in which tasks are to be completed, and use of a timeline will be incorporated into subsequent meetings. Susan suggested that we should focus on tasks that must be completed in order to receive an NCB loan. Members endorsed this suggestion, and Susan will draft a charge to the Board with details as to what should be accomplished. She will set forth goals whose accomplishment will take us to completion of the Crescent phase of our project.
Amy told us of two new members, which brings us to 99 members and 121 certificates. In addition two people are on a payment plan to complete their membership.
Steve will set up a meeting with Darius Bobo, Oxford's Economic Development Development Director, to inquire about applying for a revolving loan fund. At this meeting at least one other member will be present. We will bring to Mr, Bobo's attention the considerable number of employees that will be hired to start the store.
Susan reviewed with us the Community Supper tasks and jobs. We were glad to hear that Joanne McQueen volunteered to do the same things that she did for the last dinner. Joanne will contact Holy Trinity Church for the availability of this site. We agreed upon the number of people needed to carry out tasks before, during and after the supper. For publicity Linda will contact Roz Galtz and seek members of the Publicity Committee to help. Debra and Sharmila will help acquire the food. Ginny Thiell will prepare the food.
The Full Moon meeting for May is canceled. Susan will contact the organizer of the Oxford area Kerry campaign and seek information about best practices for recruiting workers.
The Board reviewed a draft written to the entire membership, providing an update on our progress toward a storefront. We discussed the draft and will review it online and at the next Board meeting.
The next meeting of the Board will be Wednesday, May 11 at 7:00. Sharmila will let us know if the LCNB Community Room is available.
Respectfully submitted,
Steve Dana
MOON Board Meeting Minutes,
Sunday, March 20, 2005,
Oxford Lane Library Community Rm. 3-5pm.
Safe Deposit Box: Amy handed the key to the safe deposit box to Susan. In future Susan will keep the key and deposit items in the box.
Financial Reports: For the Checking account, Harv presented the information with graphic illustrations. The major income was from the OCDC grant (31%) and Buyer's Club transfer(30%). Other incomes sources were the member loan a/c, fundraising dinners and donations. Major expenses were Attorney fees (42%) and Market Analysis
(29%), rest of the expenses were less than 10% of the total expenditures.
Membership: 115 certificates sold to 93 members + 1 member on payment
plan.
Member Loan Total: $47,000 (not changed since last meeting)
LCNB Bank a/c Amount transferred: $3897.99 Balance $3102.30
It was agreed that financial reports will be submitted every other month. A report from the Buyer’s Club will also be included in the future.
In other financial matters, Debra received two bills, one from the attorney $200) and the other from CDS ($138) for reviewing the by-laws. Both bills were handed over to Amy. It was decided that rather than paying the bills at
once, we should wait until April 1st to find out if the OCDC grant is approved.
Full Moon Development Team Meeting: Susan provided a report on the meeting. 15 people attended and there was an overall enthusiasm on the part of the volunteers. Susan introduced board members and gave an overview of
MOON Coop and its goals and objectives, and, outlined the phases of development.
Three groups were formed. Each group had a board member advising them. Membership – Steve (Jenny Gelber, Keith Gelber & Gisela Bahr) PR – Linda & Debra (Kim Medley, Yvonne Lippa, Roz Galtz, Meg Jones, Mary Keppler) Site – Susan & Harv (Susan Adamow)
Each group identified a facilitator who will report to the Board. Roz Galtz will facilitate for PR. The PR group met again and is developing a poster, and photos are being scanned for the website. Based on comments received at the meeting, it became clear that members needed an update on why the store had not opened, yet. Susan and Steve will work on the first update, which will be a detailed letter. Future updates will come from the PR group in the form of a half-page mailer.
Grants: Ohio Cooperative Development Grant: Application was submitted on March 16. Community Food Project Competitive Grant Program: Meg and Brooks Vostal
will join Grant Writing group. Marketing Study Report: Report was positive and very encouraging. Size of store: Recommended 3,000 – 4,000 sq. ft total area with 2,500 – 3,000 sq. ft. sales area. Startup budget reflecting potential customer base: Debra suggested that CDS could be asked to prepare a Financial Plan for the two sizes recommended in the market study. She will contact Bill Gessner for a proposal and cost estimate.
Officer elections: Postponed to next meeting.
Rental Sites: Report on Stewart Site: Susan passed out drawings of the proposed development. There are three sites for retail stores (4,000 – 4,500 sq. ft. each) in this proposal.
Additional Business: Buyer’s Club – The Board decided that members of MOON Coop will be able to shop through the Buyer’s Club and non-MOONers will be able to use the Buyer's Club. There will be no annual fees for the
Buyer’s Club. Information about the buyer’s club and how to use it will be provided to MOON Coop members through the monthly updates or through the newsletter.
Dates:
Minutes prepared by Sharmila
Board of Directors Meeting Minutes
February 26, 2005
Board members present: Harv Roehling, Susan Callan, Amy Pace, Debra Peter, Sharmila Pradhan, Steve Dana and previous Board member Charlie Stevens.
Harv facilitated the meeting. Agenda was amended and approved. Minutes from the 2/20/05 meeting were amended and approved.
Sharmila and Charlie gave a presentation on the USDA Community Food Projects Competitive Grant. The components of the project were outlined, the goals for the funding were identified and possible ways to meet those goals were presented. They recommended that the grant be submitted in 2006 to allow for adequate preparation time. Board members expressed reservations about the expanded scope of the proposal, project sustainability, added costs and administrative requirements, absence of focus on getting the storefront operational, and noted that the time frame on the grant would further delay the store opening. The Board agreed to remain attentive to opening the storefront as it's first priority, but supported the grant work group pursuing the grant as an outside activity with Board participation as needed.
Changes made to the bylaws were approved and we agreed to send the changes to our attorney for review.
In financial matters, payment of a bill of $275 for 2004 tax preparation was approved.
The member loan committee reported opening of the member loan deposit account at LCNB with an initial deposit of called-in member loans of $7,000. Transfer of $3,897.99 was made from this account to the regular checking account to pay the first bill for the marketing study.
Final preparations were made for the Full MOON Development Meeting on March 6. Members and supporters who signed up to participate were contacted by email and the rest of the membership received the announcement by email or postcard. Board members volunteered to call people who had signed up to participate but haven't confirmed their attendance at the meeting. Susan gave an overview of her planned presentation that would focus on education, inspiration and organization. We confirmed the work groups that would be formed and we agreed to announce the search for members who would have skills, time and experience that they would be willing to share in the site selection process. Board members volunteered to act as initial organizers and jumpstart the work groups. Grants: Sharmila, Membership (Member Equity Drive): Steve,Fundraising Events: Amy, Community Education (Website, Newsletter, Comm. Events): Debra & Linda, Site Selection: Harv & Susan.
Susan reported more information on the Stewart School site. Plans for the development include over one acre of central green space, capacity for 120 students upstairs, 24' wide access roads, CVS as the potential anchor, other tenants so far a decorating center, a drop & ship store, a restaurant, and two 4,000-4500 square foot parcels remaining to lease.
We agreed to add discussing the election of Board Officers on the agenda of the next Board meeting. The next meeting date will be March 20, 3-5 PM in the LCNB meeting room.
Minutes prepared by Debra.
MOON Board of Directors Meeting Minutes
Sunday, February 20, 2005
Board members present: Harv Roehling, Linda Simmons, Susan Callan, Amy Pace, Debra Peter, outgoing members Charlie Stevens and Joanne McQueen, and incoming members Sharmila Pradhan and Steve Dana.
Harv facilitated the meeting. Agenda was amended and approved. Minutes from the 2/6/05 meeting were amended and approved.
New Board members, Sharmila Pradhan and Steve Dana were welcomed to the Board and outgoing members Joanne McQueen and Charlie Stevens were thanked for their dedicated hard work and cooperative spirit over the past three years.
We agreed to delay the Full MOON Development Team Meeting to March 6, 3-4:30 at LCNB or the Library. More time is needed to prepare for the meeting and notify all the members.
The Board discussed several recommendations made by Bill Gessner of Cooperative Development Services in reviewing our proposed bylaws. In response to his suggestions, changes to the proposed bylaws were made to simplify the membership system, raise the number of Board members to nine and allow the membership to approve Board recommended changes in the equity requirements.
A preliminary bill from CDS for the marketing study of $3897.99 was received. Board member loan subscriptions will be called in to create a pool of funds to pay for the study.
Harv reported that our CPA has completed and submitted our federal and state tax filings for 2004. It costs $50 to file with the state, federal filing is free. We will be billed by the accounting firm for the preparation and filing.
We discussed the need to move the two refrigeration units that we have stored in a member's barn. We decided to contact a refrigeration company to inquire about refurbishing them, selling them, storage, or other possibilities.
Sharmila explained the USDA Community Food Projects Competitive Grant that we will be applying for. The purpose of the grant is to support the development of Community Food Projects with a one-time infusion of Federal dollars to make such projects self-sustaining. The primary objectives of the program are to increase the food self-reliance of communities; promote comprehensive responses to local food, farm and nutrition issues; develop innovative linkages between the public, for-profit, and nonprofit food sectors; and encourage long-term planning activities and comprehensive multi-agency approaches. We discussed how our short and long term objectives correlate with the grant requirements. Board members volunteered to assist with contacting potential project partners. The grant also requires a project director and an authorized organizational representative.
We also discussed a reply from Kevin Edberg of Cooperative Development Services in regard to an inquiry about their experiences with this grant program. The grant can fund up to $300,000 for a project but requires matching funding from the applicant. He recommended applying for the grant after completing a market analysis and feasibility study, and possibly a business plan, and having a substantial match.
MOON will be co-sponsoring a presentation by agricultural economist John Ikerd on Mar. 9 at Miami. Harv invited the Board members to a potluck dinner with Mr. Ikerd before the talk.
Amy reported that the Souper Supper has netted a total of $2,153.35 in dinner profits, donations, food sales, and new memberships. The current member count is 92, certificates 114 and total member equity $16,650. Linda reported that the member loan program has received an additional member loan subscription of $5,000 bringing the member loan program total to $47,000.
We agreed not to change our website domain to a .coop instead of a .com. Our yearly cost for the website would double and we are already identified as a coop with our current name.
The next Board meeting is set for February 27, 3-5PM at LCNB if available.
Minutes prepared by Debra.
MOON Board of Directors Meeting Minutes
Sunday, February 6, 2005
Board members present: Linda Simmons, Susan Callan, Joanne McQueen, Amy Pace, Charlie Stevens, Debra Peter.
Susan facilitated the meeting. Agenda was amended and approved. Minutes from the 1/9/05 and 1/23/05 meetings were approved.
A date of Sunday, February 26 was set for the Task Force Development Meeting at the LCNB community room. The decision was made to focus the efforts of volunteers on three of the four facets of Fundraising: the member equity drive, events and grants. Amy volunteered to see that Steve Dana is contacted to see if he is still interested in organizing the member equity drive. Susan volunteered to facilitate the meeting. Final presentation preparations and objectives for the task forces will be done at the next meeting.
The nominating committee reported that Steve Dana and Sharmila Pradhan have volunteered to run for the 2 available Board positions. Since we have no other prospects, and in the interest of time, energy and resource conservation, the Board decided to utilize the right of Board appointment as stated in our proposed Bylaws. The two new Board members will be requested to begin their terms with attendance at the next Board meeting on February 20. A potluck dinner at Susan's will follow the meeting to welcome the new members and to say farewell to Charlie and Joanne.
The Buyer's Club report included a request for authorization to pre-order 20 member pricelist subscriptions. UNE no longer ships catalogs with the delivery and all catalogs must be ordered by subscription through the buying club coordinator. The subscriptions cost $12 per year and with the next order due date reminder, buyer's club members will be given the opportunity to sign up to receive home delivery of the pricelists.
The Ohio Cooperative Development Center will be featuring the MOON Coop on their website in the month of March. They have been provided with our information and we have requested to preview the feature write-up. In other website issues, Debra will gather information about the option of renewing our web address on the .coop domain sponsored by the National Cooperative Business Association.
Details of the USDA Community Food Projects Competitive Grants Program(CFPCGP) have been released and we will be meeting with our grant writer, Sharmila, to determine our eligibility and discuss strategy. Charlie and Debra have volunteered to assist with this task.
Amy reported that reimbursements for the Souper Supper are still being processed. Susan reported that our potential chef for the next dinner would like to be scheduled for June or later. We decided that could be advantageous with the increased availability of local organic produce. Joanne reported on the room rental rates at the Oxford Arts Center and we discussed the possibilities for our next event including local musicians and food ideas.
The new member report included 7 new members directly or indirectly attributed to the Souper Supper. The member count is now 92 and the number of certificates sold is 114. Joanne requested authorization to print more membership brochures. The Board discussed ways of informing new members about the Buyer's Club that wouldn't cause confusion. We decided to consider doing a feature article about the Buyer's Club for the newsletter.
The final copy of our proposed bylaws will be sent to Bill Gessner of Cooperative Development Services for review.
The Member Loan Committee continues to contact new members about one month after they have joined the co-op to inform them about the member loan program.
Debra volunteered to research money market accounts at LCNB and NCB for our membership deposits account. We discussed the necessity of having the account with NCB as an advantage in our loan application. We also discussed the relationship of our current financial situation to the requirements in the original bank proposal and the revisions that would be the result of the market analysis. We agreed that Harv should proceed with his offer to start the USDA loan guarantee process.
Linda reported that the owner of the funeral home site has submitted a request to city council to remodel the building into apartments. The owner also intends to raze the old antique store next door and build a new retail space with parking. He was interested in our project but said that the new space probably wouldn't be available for another year.
Susan reported on information from Scott Webb, the architect for the Stewart School mixed use development. The anchor store will be CVS and the remainder of the spaces will be leased in 5000 square foot parcels, of which there are a few left. He said construction would likely begin in 5-6 months depending on the securing of permits. Susan also researched the old Lazarus site, which is actually 2 separate leases with minimal insufficient tight rear parking.
Announcements were noted and will be posted on the website. Next Board meeting set for Sunday, Feb. 20, 3:30 PM at LCNB with potluck at Susan's afterward. The Full MOON Development team meeting is set for Sunday, February 26,(since changed to Mar. 6) 3PM at LCNB. Buyer's Club initial order due date is Feb. 15 with delivery March 1.
Minutes prepared by Debra.
MOON Board Of Directors Meeting Minutes
Sunday, January 23, 2005
Board members present: Harv Roehling, Linda Simmons, Joanne McQueen, Amy Pace, Charlie Stevens, Debra Peter and Susan Callan.
Harv facilitated the meeting. Agenda was amended and approved. Agreed to suspend meeting when Pete Davis, market analyst arrives.
Harv presented category summary financial reports for the 2004 calendar year. These reports will be included in the annual report to the membership to be posted on the website. We discussed items that will be sent to our accountant for 2004 filings.
Harv also reported that Dawn Evans agreed to coordinate the produce order for the buyer's club and John Harmon has agreed to unload the truck. (Since this meeting, Dawn had her baby prematurely, but doing well, and will not be able to coordinate the order.)
Preliminary report on Souper Supper shows $905 in meal purchases, $252 in donations, $16 in bread sales, 3 new members and 4 member surveys returned. It was agreed that donors and volunteers should be thanked on our website.
Possibilities for our next fundraising event were discussed including dates, participants, music, the availability of local produce, etc. Several Board members volunteered to make preliminary contacts.
The nominating committee for the two upcoming Board positions reported that two members have volunteered to run on the ballot. Since there is no contest, the need for a formal election was questioned, as the proposed bylaws allow for appointment by Board vote to fill vacated
seats:
"Vacancies may be filled until the next annual meeting through a vote of the majority of the remaining directors. If no action to fill an existing vacancy is taken by the Board for more than two consecutive Board meetings, then a Special Meeting may be called to fill such a vacancy." Section 5.2
The meeting was adjourned to meet with the market analyst doing the marketing study for us that is required by the bank.
Next meeting tentatively set for Sunday, February 6, 3:30 PM at LCNB.
Minutes prepared by Debra.
MOON Board of Directors Meeting Minutes
Sunday, January 9, 2005
Board members present: Harv Roehling, Linda Simmons, Joanne McQueen, Amy Pace, Charlie Stevens, Debra Peter.
Harv facilitated the meeting. Agenda was amended and approved. Minutes from the 12/12/04 and 12/19/04 meetings were corrected and approved.
Plans were reviewed and confirmed for the Souper Supper on January 19.
The Board discussed the pros and cons of including term limits in the Bylaws. Final decision was deferred until next meeting when Susan's input could be included. We agreed to have the consultant review our final copy before submitting it to the membership.
The nominations committee and annual meeting committee reports were presented with agreement made that the annual meeting would be held according to the change in the bylaws of having the fiscal year end June 30. The annual meeting must be held within four months of the end of the fiscal year which would be sometime between July 1 through October 31. The two Board positions that we will be electing in February will run February 2005 through to the elections held in 2006. These two positions were designated as even year positions.
We agreed to present the Task Force Development project at the Souper Supper. Harv and Susan would staff the information table and we would ask Susan to present the concept in her presentations during the dinner.
We agreed to meet with the market analyst on Sunday, January 23 at 5:30 during our regular Board meeting. We also decided to request a brief closing meeting with him before he leaves on Tuesday morning.
Amy reported 2 new members. Linda reported that the member loan committee has received an additional $2000 loan pledge.
In finances, the final reimbursement of our grant, $3009 has been received and deposited. Approval was made to pay the $600 consultant fee. Amy reported our accounts as checking $3204.97 and membership savings account $15786.32.
We decided to contact Dawn Evans to see if she would be interested in coordinating a produce order again this winter for the Buyer's Club. It was also noted that some members had to wait for local producers to arrive at the delivery with their orders. We decided to request that local growers participating in the delivery should arrive at least 30 minutes before the posted customer pick-up time.
Marilyn Greeson at Oxford Real Estate has confirmed that the 127 N. Church retail site has been signed for a long term lease by another organization. She has offered to contact us if another appropriate site becomes available.
Next meeting was set for Sunday, January 23 at 4:30 at LCNB. Buyer's Club orders due Jan. 18. Delivery day Feb.1.
Minutes prepared by Debra.
Board of Directors
Meeting Minutes
December 19, 2004
Board members present: Harv Roehling, Amy Pace, Susan Callan, Linda Simmons, Charlie Stevens and Debra Peter
Harv facilitated the meeting. Due to power outage, the agenda was composed on the spot and the minutes from the previous meeting were not available.
The annual meeting planning committee presented an outline of the proposed plan for the annual meeting. The outline included providing time for socializing, accomplishing the business agenda, opportunities for member education and providing child care. The topics of food, expenses, music, speakers, presentation and roles were discussed. Susan presented the idea that the purpose of the meeting should be to “connect, educate and inspire”.
Several changes have been presented for the proposed bylaws. The Board discussed the pros and cons of the mail-in ballot requirement, decided to change the fiscal year to July1-June 30, and discussed the idea of term limits. Final changes will be made at the next meeting.
Term length of the two February Board vacancies was clarified to be through 2006. In addition, if the bylaws are approved as proposed, three Board positions will come up for election in 2005 within 4 months of the end of the fiscal year (June 30). It was approved to send out an email to members announcing that nominations are open and mailing the announcement to those without email.
Harv reported that Dale Filbrun will donate organic chicken and homemade noodles for chicken noodle soup for the fundraising dinner. Amy reported that we need to find volunteers to make the chicken soup, bake dessert cakes and help at the site. The poster for the supper was amended and approved and Linda will take care of the printing.
Harv contacted our accountant, Pete Abner, of Kirsch and Ludwin to begin the preparation of our account. He has requested our tax ID number and copies of our articles and proposed Bylaws.
Amy reported that we received another membership to make a total of 83 members.
Next meeting was tentatively scheduled for January 2, time and place to be announced.
Minutes prepared by Debra.
Board of Directors
Meeting Minutes
December 12, 2004
Board members present: Harv Roehling, Amy Pace, Susan Callan, Joanne McQueen, Linda Simmons, Charlie Stevens and Debra Peter
Harv facilitated the meeting. Additions to the agenda were taken and minutes from the December 4 meeting were approved.
Updated copies of the membership solicitation letter and brochure were distributed to the Board members to be further distributed to members who had requested them. Joanne will have the additional copies to fill future requests.
Amy presented the details for the Soup Supper scheduled for January 19, 5 to 7:30 PM at the Holy Trinity Church. We decided to look into having the nursery open and providing childcare. Cooks were reminded to order their ingredients from the Buyer’s Club. We also decided to do a recipe booklet for this dinner. Anyone who would like to volunteer to help with the dinner should contact Amy.
The member loan committee reported that 18 members committed a total of $40,000 in loan money to the co-op. A note was sent to all members detailing the results of the drive and thanking them for their support. On an ongoing basis, the committee will be sending future new members the member loan program letter and following up with a phone contact.
Amy reported five new members this week for a total of 82 with 97 certificates sold for a total of $14,550 (plus interest) in the membership certificate account. A bill was received from Cooperative Development Services for the meeting with Bill Gessner (financial consultant) on November 8. A bill from Paust Printing was also received. The Board authorized payment to Paust and delayed payment of the CDS bill until our grant reimbursement arrives.
Harv, Amy and Debra visited two Oxford accountant firms to locate an accountant that would be able to do the Coop taxes and the bookkeeping for the future store. We inquired about their experience with cooperatives, the classes of financial auditing, their fees for audits and tax preparation, system set-up, payroll service and our current filing requirements. The recommendation was made to go with Kirsch and Ludwin because of their experience with nonprofit cooperative business and their comparable fees. The Board agreed.
The nominations committee will be preparing a job description for positions on the Board of Directors. Board members brainstormed a list of potential candidates for the two positions that will be available in February and agreed to make personal contacts with prospective candidates.
Susan, Charlie and Joanne volunteered for the annual meeting planning committee.
Next meeting date was set for Sunday, December 19, 3:30 at LCNB.
Minutes prepared by Debra.
Board of Directors
Meeting Minutes
December 4, 2004
Board members present: Amy Pace, Linda Simmons, Harv Roehling, Joanne McQueen, Debra Peter, Susan Callan and Charlie Stevens
Harv facilitated the first half of the meeting and Susan did the second half. Additions to the agenda were taken and the minutes for the meeting on November 21 were approved.
Susan reported that a member of the co-op would like to send membership brochures to a group of friends with a personal invitation to join the co-op. Other Board members have also received this request. It was agreed to update the membership invitation letter and brochure and make these items available to current members who would like to solicit their friends on a personal basis.
Our consultant, Bill Gessner, has contacted the co-op to inform us that Steve Dorn, the market analyst from CDS that we hoped to employ for our marketing study, has a heart infection and won’t be able to do the study in January as planned. Bill recommended that we contact Pete Davis, the other analyst at CDS. Pete will be coming to Bloomingfoods in late January and we could take advantage of reduced transportation costs if it would work out (he lives in WA state). Pete said that he would contact us as soon as he confirms his trip with Bloomingfoods.
In communications with Marilyn Greeson of Oxford Real Estate, we learned that another group is very close to signing a lease for the building that we were hoping to rent from Bob Blackburn. Marilyn said that she would continue to watch for rentals that would be suitable for our use.
Plans for the Fundraising Dinner were discussed. The Holy Trinity Church has been reserved for January 19 with the meal served from 5 to 7:30. An assortment of homemade soups will be provided by the Board members and we hope to have several organic homemade breads, cookies and beverages. We will be contacting a local farmer to see about supplying poultry products.
Linda reported that the current total of member loan pledges has reached $37,000. Reminder postcards have been sent to members who gave a verbal pledge with the goal of ending the current drive by December 6. The member loan committee will solicit loans from new members on a monthly basis but no sooner than two weeks after they become members.
We discussed the idea of contacting executive personnel of Miami to inform them of our storefront goal and how it will benefit the community and the university. Susan volunteered to compose a letter with that focus.
Meetings have been scheduled with accountants Doug Jacobs and Pete Adner on Wednesday, December 8. We will be discussing their fees and our book-keeping and accounting needs to determine if either of them would be willing and able to take on our account.
The preliminary copy of our Full MOON Task Force Development Team chart has been formulated. The chart will be used to guide our cooperative to the storefront goal by organizing and defining the tasks to be accomplished. Member volunteers will be able to use the chart to match their skills, availability and interests to the tasks that need to be accomplished. In developing the chart, we were encouraged by the number of tasks that have been skillfully accomplished by our current member volunteers and we hope to recruit many more generous talented folks.
The Nominations Committee is currently reviewing possible candidates for the Board positions that will be on the ballot in February. Three positions will be up for vote; one position will have Linda Simmons running as incumbent so at least two additional nominations will be needed. Board members will be reviewing the MOON membership list for possible candidates. All nominations will be needed by January 1. The annual meeting is tentatively scheduled for February 16.
We reviewed the timeline from the last meeting, noting tasks to be accomplished. Announcements were made and the next meeting was set for Sunday, December 12, 3:30 at LCNB.
Minutes prepared by Debra
Board of Directors
Meeting Minutes
November 21, 2004
Board members present: Amy Pace, Linda Simmons, Harv Roehling, Joanne McQueen, Debra Peter, and Charlie Stevens
Harv facilitated the meeting. Additions to the agenda were taken and the minutes for the meeting on November 14 were approved.
Steve Dorn, a market analyst with Cooperative Development Services, has been contacted to conduct the feasibility and marketing study required for our bank loan. His fee will be at least $6000 which consists of $4500 for the study and $1500 for travel expenses. The Board discussed the information that we would need from the study in addition to what the bank requires. Steve has requested that we supply some local information, MOON’s historical information and our expectations and plans for the store. The study will be conducted the second or third week of January. CDS will send us a contract and $3000 will be due upon signing.
Harv presented a summary report of finances for the period 1/1/04 through 11/21/04. Our total inflow for this period was $8,364.55 and our total outflow was $8,026.39 giving us a balance of $338.16. Our member certificate savings account totals $14,729.92. We have a total of 77 members and 98 certificates sold. Amy has located two local accountants who are interested in working with us. It was agreed that members of the Board would meet with them to discuss our needs and their fees.
Linda reported that the member loan committee has received subscription agreements from 2 more members bringing the total member loan money pledged to $26,000.
Continuing the work on the FULL MOON Development Team chart, we agreed to collate all the task force position descriptions composed by the Board members onto one chart to be reviewed at the next meeting.
In reviewing our timeline, several decisions were made. The next newsletter is scheduled to be published and distributed by January 12. A homemade soup, bread and sandwich spread fundraising dinner has been tentatively scheduled for January 19 at the Holy Trinity Church. A tentative date and location for our first annual meeting is set for February 16 at LCNB. Copies of our proposed bylaws and a ballot with the nominees for three Board positions will be mailed to all members by January 12. Amy and Harv have volunteered to interview and recruit candidates. Any member wanting to be included on the ballot may contact them. All nominations will be due by January 1.
Next meeting date will be December 6 or 7 depending on availability of a meeting site.
Minutes prepared by Debra.
Board of Directors Meeting Minutes, Sunday, November 14, 2004
Board members present: Debra Peter Susan Callan, Linda Simmons, Amy Pace, Harv Roehling and Joanne McQueen.
Rental site: Susan reported that Bob Blackburn was meeting with the other group interested in our potential site in order to sign a rental lease.
Debra indicated that the old 5/3rd bank location is available and is locally owned. The monthly rent is $4,000 and the space includes 1,900 square feet and sits on a 15,625 square foot lot. Taxes are $307 monthly and the building was completed in 1975.
Task Forces: Susan and Debra presented task force charts/lists and the board discussed how to combine the two. It was decided to add "Fiscal Management" to Susan's headings which included: Site, Fundraising, Store Planning, Promotions. The proposed name for the entire working group (including MOON board members) is The Full MOON Development Team.
We all signed up to work on various task forces/tasks.
Bill Gessner/Marketing Survey: After reviewing our meeting with Bill Gessner and hearing from Steve Dorn (Co-operative Development Services) that the marketing survey would not happen until mid-January, the board agreed to go ahead with the marketing survey using the Board member’s loans. Cost of the survey is about $6,500.
Real Estate List: Amy suggested and Debra will call Marilyn to let her know that we're interested in other sites.
Finances: The board agreed to hire a local accountant and our working checking account balance is $608 (before submitted bills).
The next meeting date is Sunday, November 21st at the LCNB from 3-5.
Minutes prepared by Joanne
MOON Board of Directors Meeting Minutes for November 7, 2004
Board members present: Susan Callan, Harv Roehling, Amy Pace, Joanne McQueen, Debra Peter, and Linda Simmons.
Guests present: C. S. and Suio Chen
Harv facilitated and the meeting was opened with additions to agenda. Minutes from previous meeting have not been approved, yet.
Positive comments were made about the Chili supper. Amy said that she would have a report on the profits from the supper at the next meeting.
Susan reported on Bill Gessner's (of Cooperative Development Services) upcoming visit. She presented an agenda for his visit including dinner, tour of proposed store site, meeting with Board to discuss the timeline, project budget, and role of Board management. Also a half hour would be devoted to meeting with the Member Loan Committee.
Financial report was given: Buyer’s Club - $600 balance; Savings Account (member certificates) - $14,100; (88 certificates and 74 members). Amy reported on trying to find an accountant specializing in cooperatives. She has a few names and will contact them to see if they can help us.
Susan gave the report on the Member Loan Committee. She explained the calling process and the rating plan for responses suggested by Bill Gessner. She and Linda are in the process of making calls to all of the members to see if they received the information about the program, have any questions or if they would like a loan booklet mailed to them. Nov. 27 is the target date for the conclusion of the ML drive with a 2 week spillover time allowed. Debra shared a sample of the Thank You note that will be sent to loan contributors. It was approved.
Joanne reported that another mailing had gone out. (Initial letter explaining what MOON Coop is about). Harv and Steve Dana will contact people to serve on the membership committee drive in Jan.
For fundraising it was suggested that we sell MOON t-shirts and pursue trying to get them printed on organic cotton. A fundraising dinner is scheduled for January. A date for the annual meeting was discussed. It will be put on the next meeting's agenda.
The next meeting date is Nov. 14 from 5-7:00pm in the LCNB community room.
Respectfully submitted, Linda Simmons
Board of Directors Meeting Minutes, Sunday October 24, 2004
Meeting was facilitated by Susan Callan. Agenda was approved as amended. Minutes of previous meeting were approved as emailed.
Preliminary report on chili supper showed 133 adults and 2 children with gross income of $1106.00. Two new members joined that night and 8 surveys were filled out. One person wanted to buy a T-shirt. General feeling among Board was that the supper was a great success. Our turn-out continues to climb. One guest suggested that if one became a member that night, their dinner
could be free. Susan made three presentations about the co-op during the meal which were well
received and the feeling was that these should be repeated in the future. Linda will look into the cost of the T-shirts for possible future sales. Offers of help for future meals: Dale Filbrun would like to
help in the future with eggs and or chicken. Lyman Peck expressed interest in baking the bread. Debra suggested we ask him to bake the bread with us supplying organic ingredients through the Buyer’s Club. It was generally felt we achieved our goals of community building, creating a buzz about the coop, and fund raising. Next meal will be considered after the first of the year.
Susan will be contacting Bill Gessner of Cooperative Development Services this Wednesday.
Debra reported she received a letter from Ohio State University requesting our registration as a supplier for a request to purchase. She will contact OSU to determine what this is about.
Financial report: Amy reported checking has a balance of $2065.06. A detailed report will be presented at next meeting. Savings account (member certificates) has a balance of $12,886.38. Amy reported the accountant she had contacted had not returned her call. The Board was concerned with the lack of response. We suggested Amy try one more time and then perhaps we should look elsewhere. We need information on the IRS status of donations to our cooperative. Susan will ask Laddie (an attorney who specializes in cooperatives) the question on tax status of donations.
Membership report: we now have 72 members with 92 certificates sold for a new savings account balance when deposited of $13,826.38. Steve Dana expressed interest to Amy to help with a membership drive. He submitted a detailed plan proposal. Harv will contact Steve to set
up a meeting for Saturday, October 30. When a membership drive committee is set up, the Board
will retain approval on mailings, money expenditures, events, press releases, and fliers.
WMUB is announcing our membership drive and web site. Linda reported an article about Moon Coop appeared in the Miami University student newspaper. Those who read the article were pleased with it.
Susan submitted time line to Bill Gessner.
Building rental: Susan delivered supper flyer to both Marilyn and Bob.
Harv will contact Jess and Sharmila about finding a grant for the market study.
Next meeting: Sat. Oct. 30, 2:00 - 3:00 pm with Steve Dana about the Membership Drive.
Next Board Meeting: Sunday, Nov. 7, 2004 5:00 - 7:00 pm
Minutes prepared by Harv Roehling.
Board of Directors
Meeting Minutes
October 17, 2004
Board members present: Amy Pace, Linda Simmons, Susan Callan, Joanne McQueen, Debra Peter
Amy facilitated the meeting. Additions to the agenda were taken and the minutes for the meeting on October 10 were approved.
Details were reviewed for the chili supper on October 20. Work stations were assigned, prep list reviewed, and contributions confirmed. We reviewed and revised a member survey to be passed out at the dinner to help identify volunteers to help with future co-op events and committee work. We agreed to have a poster acknowledging the local producers, volunteers and donors who contributed to the meal. A mini booklet of the recipes for the dinner would also be made available to the dinner guests. The timely success of our Oxford Press article submission, the Miami Student newspaper article, announcements on WMUB, the newsletter mailing, and postcard reminder/request were noted and appreciated. Susan volunteered to make a presentation several times during the chili supper to update members about the status of the future storefront and to inform everyone of the importance of recruiting new members. Linda volunteered to get seasonal decorations for the tables. Joanne volunteered to get the site opened up, take care of the printing and coordinate the welcome table.
The Board agreed to express it’s appreciation to Editor Susan Flowers, writer Barbara Hamilton and everyone who helped with the premier issue of GRASSROOTS, our newsletter. Great job!
In financial matters, a $100 bill from Cooperative Development Services for assistance with the member loan program was submitted for payment. We discussed bank safe deposit box sizes and rental rates and decided to rent the medium size at LCNB for $31.95 per year. The box will be used to store the subscription agreements and promissory notes from the member loan program in addition to other important documents. We discussed known and unknown upcoming expenses and our sources of income. We decided to contact Travis West at the Ohio Cooperative Development Center to see if he could expedite our grant reimbursement for the expenses that we submitted in September.
Board members present had reviewed the member loan program materials that were distributed by email and gave their approval to go ahead with the mailing. We agreed to contact the absent Board members to include their approval. The member loan materials consist of a cover letter explaining the need to raise cash, a page of member testimonials, a brochure containing an application for the information booklet and the actual member loan information booklet which explains the program and contains the subscription agreement and a sample promissory note. The next step will be to mail the cover letter, testimonial page and brochure to all members. The member loan information booklet will be supplied upon member request. Susan and Linda will then be contacting all members to confirm that they received the initial mailing and to answer questions about the program. Linda will be the Board’s authorized agent to receive the subscription agreements and execute the promissory notes.
Amy reported that we now have 67 members with 87 certificates sold for a total of $13,050. 78 new addresses will receive the membership solicitation letter. Linda reported that the Miami Student newspaper may be willing to do more articles about our cooperative. A member drive proposal has been submitted by Steve Dana. We decided to postpone discussion about the proposal until after the chili supper at a meeting when more of the Board members could be present.
Next meeting was set for October 24, 5 to 7 PM at LCNB Community Room. Next Buyer’s Club order due date is October 26 for delivery on November 9. Check the Calendar page of this website for other upcoming events.
Minutes prepared by Debra Peter.
MOON Board of Directors Meeting Minutes for October 10, 2004
Board members present: Charlie Stevens, Amy Pace, Susan Callan, Linda Simmons, Harv Roehling
Amy took minutes. Harv facilitated.
Agenda was approved with additions. Approval of previous meeting minutes was deferred.
The working timeline was approved to send to Bill Gessner of Cooperative Development Services (CDS).
Linda reported that MOON’s first newsletter would be mailed on 10/13 to all members. Newsletters will be available at the Uptown Farmer’s Market, the Chili Supper, and the buyer's club delivery site.
Amy reported that MOON has 64 members with 84 certificates sold. She had been in touch with accountant Doug Sitzler and reported that he would be in touch to set up a meeting with board members about tax-exempt status, payroll, and other issues. Bob Reno is an accountant he works with for non-profits.
The upcoming chili supper event was discussed. Surveys for members to volunteer will be distributed at the dinner. Details were discussed. Charlie reported that an article about MOON and the chili supper was submitted to the Oxford Press. The board discussed the idea to have other articles submitted to the Oxford Press concerning organics, sustainable living practices, etc. and decided more discussion was needed.
Linda reported that she would be interviewed that evening for an article in the Miami Student. She would also contact WMUB to advertise the chili supper.
There was a discussion about members becoming more involved and volunteering to help with fundraisers, dinners, events, and member gathering. Amy would contact member Steve Dana and ask him to submit his ideas for member gathering by Friday to be discussed at the next board meeting.
Susan and Linda reported on the Member Loan Program. CDS and attorney Laddie Lushin are reviewing the Member Loan Booklet, appeal letter, testimonial page, and the brochure to be sent to all members. All members would receive a follow-up call from Susan. Susan thought the first mailing would be Friday the 15th. The need for a safety deposit box was discussed. Linda volunteered to contact banks for sizes and prices.
The next Board Meeting will be Sunday, October 17 from 3-5 PM at the LCNB meeting room. Debra Peter will take minutes. Buyers Club order due date is October 26.
See the CALENDAR for other upcoming events. Minutes by Amy Pace.
MOON Board of Directors Meeting Minutes for September 18, 2004
Board members present: Charlie Stevens, Amy Pace, Susan Callan, Linda Simmons, Joanne McQueen, Harv Roehling and Debra Peter.
The agenda was approved with additions made. Harv gave the treasurer's report and Amy went over Karen Baldwin's summary report from the Buyers Club.
Debra reported that we received the grant reimbursement of $1900 and that there's another quarterly report due for the grant at the end of this month.
Oxford Press Article - Amy presented the article that she wrote for the Oxford Press for additions/corrections. There was much discussion concerning the article. Charlie offered to take the article home and work on it with Lynn. Then he would email it back to members for approval. The article could be one of a series of press releases to help create a "buzz" about the MOON, to increase membership interest and, also, to publicize our upcoming fund-raising event.
Fund-raising event - Joanne contacted the Episcopal Church about available times that we could rent the space for a chili supper. The cost is $100. Susan said that we may be able to combine several things at the chili supper: possibly hand out by-laws for members to review before a member meeting in Nov., at which time, we would take a vote on the by-laws, as well as, elect 2 new board members. The chili supper fund-raiser would also be part of our new member drive, help to build our member base and promote a general feeling of goodwill in the community. Menu: various kinds of chili made by the board members including vegetarian, vegan, and chile w/meat (ground beef donated by Charlie), cornbread, salad (Harv's lettuce), dressings (possibly, homemade),cookies. It was decided to get cider from Scott Downing. Efforts would be made to use organic and local ingredients where possible. Charlie will contact "Woven" to see if they would be willing to sing for part of the dinner time. We decided on Oct. 20.
It was discussed that the Oxford Press article needs to go in on Oct. 8 in order to publicize the chili supper. Linda offered to contact WMUB about the event and MOON in general. Susan suggested that we divide up the membership list and call members about the supper and encourage them to bring a friend.
Member Loan Committee - The committee, Linda, Debra, and Susan, are working on collecting testimonials for the mailing and will revise them next meeting. A conference call with Bill Gessner is planned for 9/29 discussing the mailing (letter, brochure, testimonials) and coaching for phone calling.
Debra has checked into tax exempt status for donations. There is a 4 page IRS form to fill out, plus a $500 fee to file under an "agricultural cooperative exemption". It was decided that we need to consult an accountant experienced in cooperatives. Debra is going to ask Carolyn, our attorney, for a recommendation.
Susan reported that she spoke with Laddie Lushin, the securities attorney working on our member loan program, over the phone. He is researching Ohio law and Susan will talk with him next Thurs. again. He has requested a retainer of $1000.00. He charges $120/hr. and has estimated that the whole charge for his work should be around $2500. It was decided to go ahead and pay the retainer fee. The $1600 balance due to our other attorney (Carolyn) doesn't have to be paid until Dec. Debra is to check to see if we can submit Laddie's fee from the Grant money. The bill from CDS ($300) will be coming due soon, as well.
The remainder of the agenda will be discussed at the next meeting as we ran out of time. The next meeting will be Sat., Sept. 25, from 5 - 7:00 pm in Susan's office.
Respectfully submitted, Linda
MOON Board of Directors Meeting Minutes for August 26, 2004
Board members present: Harv Roehling, Susan Callan, Joanne McQueen, Amy Pace, Debra Peter
Additions to the agenda were taken and minutes from the August 19 meeting were approved.
Treasurer's reports included a buyer's club checking account balance of $1,438.28 ending July 29. Harv will be moving the member certificate money of $7,350 from the credit union savings account to the LCNB savings account. Our LCNB checking account balance is $1,123.48, the savings account balance is $4050.23.
Amy reported on certificate purchases: 5 new members with a total of 7 certificates purchased this week. Overall total of 56 members, 76 certificates with a grand total of $11,400 in member certificate purchases to date. Amy also reported receiving a donation in the amount of $50 which we agreed should be deposited in the checking account. We approved the thank you letter that Amy composed and the Board greatly appreciated the donation. Debra volunteered to post our progress on the website with some kind of visual illustration.
In evaluating the response to the solicitation mailing, after subtracting returned mail, our response rate came to about 3.5%. Joanne reported that this was in the upper end of the accepted range of response for that kind of mailing. Debra also reported that the activity on the website had improved after the mailing. We are continuing to add names and mailing lists to our contacts for membership
The member loan committee of Susan, Debra and Linda Simmons met on Wednesday of this week. Debra reported that the committee reviewed an article by Bill Gessner of Cooperative Services Development on Conducting Member Loan Campaigns. The committee developed an action plan that includes: increasing membership purchases (to increase the legally acceptable loan contact base) by implementing a phone follow-up campaign, categorizing members to increase success and minimize accidental contact overlap, and personal contacts by Board members to generate interest. The member loan committee will also be holding a conference call with Bill Gessner to get coaching in effective member loan solicitation calling. Susan reported on contacting Laddie Lushin, an attorney who specializes in cooperative law for information on drawing up the legal papers for the member loan program. He has had experience in Indiana and Ohio in member loan programs. He quoted a price of $2000 to $3000 to draw up the papers for our program. We agreed that Susan should contact an Ohio attorney, recommended to us by our attorney Carolyn Eselgroth, and determine which would be the better option. The member loan committee will be meeting weekly at 9-11 AM on Wednesdays.
Dr. John Benamati, associate professor in the department of Decision Sciences and Management Systems and faculty advisor for Miami Business Consulting, contacted the Co-op about possibly preparing the marketing study requirement of our loan. MBC is an organization of business students that do consulting work for local businesses. Debra will contact the National Cooperative Bank to see if a study done by the student organization would be acceptable to the bank.
Susan reported that she has given Marilyn Greeson, our potential landlord's realtor, an update on our progress. Marilyn told Susan that the site was still available. Susan also gave Marilyn a copy of the bank's required consent and waiver to give to potential landlord Bob Blackburn for his perusal.
The Board talked briefly about future issues of adjusting our timeline, equipment acquisition, a general membership meeting and the hiring of a general manager.
Next meeting date is set for 4 to 6PM on Thursday, September 2 with the only agenda item of finalizing the bylaws. The following meeting is set for Sunday, September 12 from 3-5 PM with the normal agenda.
Next buyer's club order due date is Tuesday, August 31 and next delivery is Tuesday, September 14.
Minutes prepared by Debra Peter.
MOON Board of Directors Meeting Minutes for Thursday, August 19, 2004
Board Members present: Debra Peter, Joanne McQueen, Susan Callan, Amy Pace, Harv Roehling
Susan facilitated the meeting and Amy took minutes. Agenda was approved with additions. The decision was made by quorum vote that Board Members would take turns taking minutes at board meetings per alphabetical order of last names. Approval of minutes for the July meetings was deferred.
Concerning membership and fundraising issues, Amy reported that we currently have 72 certificates sold totaling $10,800.00 and 51 members. Joanne reported that 240 fundraising/membership letters were mailed Saturday 14, 2004. Thank you Joanne and Linda for your great effort!
Debra reported on a phone conversation with Bill Gessner, our contact from CDS (Cooperative Development Services), concerning cash flow, the member loan program and the marketing study required by the National Cooperative Bank. Bill recommended two members of their company who conduct those types of studies. Debra and Susan are looking into alternatives that would be more cost efficient for MOON. Debra also reported on her conversation with Bill concerning sources and uses of MOON’s money. Susan will send copies of the store design drawings to Bill Gessner for review. Debra will download forms for sources and uses, income statements, balance sheets, and debt service sheets from CGIN. Bill said these would be needed yearly. Susan will contact Laddie Lushin, a cooperative law attorney in Minneapolis recommended by Bill, about the Member Loan Program.
Susan reported that the Oxford Community Foundation turned down our grant request because it did not meet their mission. The OCF did say our grant proposal was well done. Thank you Sharmila for your effort!
Susan reported that she has been in phone contact with the realtor of our proposed site, keeping them updated on all of the paperwork and recommendations required to secure our loan. The Board discussed the hiring and training of a general manager for the storefront.
Deferred to a later meeting: Speakers Bureau, By-laws, equipment.
The next Board meeting will be held August 26, 2004 at Susan’s office, 3:00-5:00pm instead of Sunday August 29. Debra Peter will take minutes.
Buyers Club dates: Orders due August 31. Next delivery September 14.
Minutes prepared by Amy Pace.
MOON Coop Board of Directors Meeting Minutes Sunday, August 8, 2004
Board members present: Charlie Stevens, Amy Pace, Linda Simmons, Debra Peter
Amy facilitated the meeting and Debra took minutes. Agenda was approved with additions. On the Member Equity Drive, Amy reported that 5 more certificates were purchased bringing the total number to 69, our total dollar amount for certificates to $10,350 and our total membership to 46. She presented 3 letters to be sent to different categories of members and non-members to solicit additional certificates and contributions and to provide a contact for our forthcoming member loan program. Joanne has volunteered to get the letters printed and do the mailing within the next week. We also spent some time brainstorming names to add to our mailing list.
On the member loan program, our attorney has recommended that we contact a securities attorney in Columbus to develop the member loan materials because of the complexity of complying with state and federal securities laws. All the members present approved the attorney’s recommendations and Harv Roehling and Susan Callan had also sent their approval. The committee to formulate and administer the member loan program consists of Susan, Debra and Linda. The committee will be contacting the securities attorney about fee estimates.
Linda Simmons reported that she has ordered 15 tee shirts printed with the MOON logo for Board members and their partners. We are looking forward to wearing these shirts when we participate in the Miami Walkabout on August 22 and 23. Linda is graciously purchasing these shirts for the Board and we appreciate her boundless, thoughtful support of our cooperative efforts.
Susan sent word that the Oxford Community Foundation Grant has been submitted and would be considered at their meeting on August 10.
We’ve received a loan proposal from the National Cooperative Bank detailing their requirements to supply us with financing. After discussion, we developed a set of questions to be sent to the bank to clarify some of the requirements. Input from absent members Harv and Susan was also included. One of the loan requirements is an updated marketing study. Debra will consult with Bill Gessner of Cooperative Development Services about their fee schedule and contact information for performing this type of service. The call will also include a discussion of our financial projections and our member loan program.
Next meeting was already scheduled for August 19, 10:30 to 12:30 at Susan’s office and we scheduled a further meeting for Sunday, August 29 from 3 to 5PM pending approval at the next meeting. Buyer’s Club delivery is August 17 at 1:30, next order due date is August 31, next delivery is September 14.
Minutes prepared by Debra.
MOON Board of Directors Meeting Minutes Thursday, July 22, 2004
Members present: Susan Callan,
Debra Peter, Harv Roehling, Joanne McQueen, Amy Pace and Linda Simmons. The agenda was approved with additions and revisions. Harv had some additions and changes for the bylaws, but we'll wait until next meeting to discuss them.
The MOON ad will appear in the Indiana papers Thurs. or next week (Brookville, Liberty). Debra said the website spiked after the weekend (possibly from the Farmers' Market).
SPEAKERS BUREAU: Joanne reported that some of the mailing lists she had were outdated. She contacted Sharon Peterson of the League of Women Voters and Oxford Sr. Citizens. Sharon was very enthusiastic and will put the info in both organizations' newsletters. They would also welcome a speaker. Joanne also called Three Valley Conservation and left a message.
AMY'S LETTERS: Buyers Club letter - Susan read a revision of the letter that Barbara Anne was working on/editing - a combination of Susan's and Amy's letters. Barbara Anne is an English Professor at Earlham. Susan will ask Barbara to finish editing the letter and when it's complete, she'll send it to Debra for letterhead and approval. A sentence about the member loan program needs to be included in the letter. Return address labels will be printed by Amy with her address on it. Approximately 250 (80 of those are Buyers Club members) will be sent out. The Buyers Club members get a second letter included explaining the transition of the Buyers Club to the retail store front. (The Buyers Club will no longer
exist once the storefront is operating.) Joanne offered to be in charge of the mailing.
BROCHURES: Some changes need to be made to the brochure: Projected date for opening the storefront is fall 2004, MOON is a non-profit cooperative association. Joanne will have 500 copies printed.
LCNB ACCOUNT: Debra reported that there is $498.48 in the LCNB checking account. Amy brought new checkbook and checks to show everyone.
NCBA MEMBERSHIP: A delegate needs to be designated to be our representative to the National Coop Bank Association. Joanne volunteered. Harv, as President, will sign the form.
FINANCIAL DATE: Amy reported that 57 certificates have been sold ($8550)
BANK LOAN: The 10 resources needed by the bank are almost completed and all should be done by Fri., 7/23. Susan voiced displeasure with the bank (NCBA) due to the fact that they are slow in responding. She suggested that more pressure be put on them by setting up a timeline and dates each step will be completed. Debra stated that Debbie Rausch with the USDA is on the ball and has been contacting people regarding our loan.
MEMBER LOAN STATUS: Debra will send member loan info to Bill Gessner at CDS.
MEMBER CERTIFICATE MONEY: Response from Carolyn (attorney) concerning the financial status of member certificate money and how it is to be used and designated for what purpose. After Harv read Carolyn's response, it seemed to the Board members that the questions had not been answered. She talked about "Board Policy" and said it depends on the "Bylaws". There was some discussion on subordination of funds. At this point there are no guarantees. Susan stated that we need to relay to people that we are "moving ahead in good faith and give no guarantees." She stressed that we need to MOVE FORWARD by collecting funds now! We will resume this discussion and get clarification from Carolyn.
NEXT MEETING: 10:30 am - 12:30 pm at Susan' office, Wed., July 29.
Meeting was adjourned.
Respectfully submitted, Linda Simmons
MOON Coop Board of Directors Meeting Minutes July 15, 2004
Board members present: Harv Roehling, Joanne McQueen, Charlie Stevens, Linda Simmons, Debra Peter, and Susan Callan. Additional members
present: Sharmila Pradhan
Agenda additions were taken and the agenda was approved.
In buyer's club matters, Debra reported that the July order has been sent in and it totals about $2182. Delivery day is Tuesday July 20.
Joanne reported that she has mailed member certificates and thank-you letters to 29 members and will be hand-delivering the rest of the packets. Postage totaled $17.40.
Travis West from the Ohio Cooperative Development Services contacted us to report that our grant disbursement would be delayed until the end of July because of their switching to a new accounting system. He also indicated that they have received our new tax ID number. Sharmila reported that we will be able to apply for a grant from the Oxford Community Foundation and she will get the form.
As far as our new bank accounts at LCNB, we have received online account access.
Debra reported that we haven't received the official bank loan proposal yet. The Board requested that we contact NCB and indicate our need for the proposal in order to continue to go forward. We will also offer to begin preparations to expedite the USDA loan guarantee.
On the status of the member loan program, Sarah Lebherz, General Manager of the Community Market Food Cooperative in Frederick, MD has sent us their member loan program materials. The difference between their program and the program at Outpost Foods in MN was quite large. We decided to contact our attorney to see if she might have a prototype that meets Ohio regulations.
Bill Gessner, the financial specialist from Cooperative Development Services who will be assisting us in refining our financial projections, recommended that we get a copy of the "Expansion Toolbox" to help us. This manual is available through the Cooperative Grocer Information Network. We have sent applications for membership to the National Cooperative Business Association and CGIN and will order the manual as soon as our membership is confirmed.
Susan, Harv and Charlie met with our future landlord, Bob Blackburn on Wednesday the 14th. They discussed the renovation loan rates and terms possibilities. He also offered some good ideas for promoting our business and acquiring business services at reasonable rates. The negotiating team talked with him about our commitment to community and the benefits of developing partnerships with businesses and groups who share that vision.
Susan reported on the search for equipment for the storefront. Susan, Debra and member Barb Caruso visited Mary Jo's Cuisine (the business has been sold) to see if she might have any items that would be useful for us. Mary Jo gave us several teapots that we may be able to use and referred us to the future owner for several other pieces of equipment that we may be interested in. The Board also authorized the purchase of a used 3 part stainless steel sink for $150 from a friend of member Brandon Ney.
In news on the membership drive, Charlie has sent membership ads to run in the Brookville and Liberty papers. Joanne will be working with member Julie Campbell-Ruggaard to set up promotional talks with local clubs and organizations.
In committee work, website updates were reported and Linda reported on a meeting with the newsletter editor, Susan Flowers. She reported on questions about size, mailing procedures, quantities, timeline, etc. The editor will be holding a brainstorming meeting in early August to generate topics for the newsletter and welcomes anyone who has an interest in contributing to the newsletter.
Susan suggested that we start focusing some of our time and energy on recruiting member assistance for the work ahead. She identified some areas that will be needing attention in the near future such as renovation crews, inventory ordering, transition information for the buyer's club, skilled trades and member recruitment. The idea of a fall membership meeting was brought up.
The date for the farewell party for member Andy Farrell will be moved up to late July and will be posted as soon as finalized. The Buyer's club delivery is July 20 at 1:00. The next order due date is August 3. Next Board meeting is July 22, 11 to 1 at Susan's office.
Minutes prepared by Debra.
MOON Coop Board of Directors Meeting Minutes July 7, 2004
Members present: Charlie, Harv, Joanne, Debra,
Susan, Linda, Amy
Agenda approved w/additions
Buyers' Club: Catalogs will bought by the bunch and made available at pick-up.
MOON certificates purchased: 53-54 according to Amy. Amy requested help in getting the certificates ready to mail. She had 2 phone calls from people who saw the ad in the newspaper.
Tax ID #: We have it! Debra gave to Amy and will give to Susan.
Bank account: Susan, Debra and Amy will be the legal signers for our checking account. Susan requested that we have "MOON Cooperative Services Inc, a Non-profit Organization" printed on the checks. All approved.
Equity Drive: Amy presented drafts of two different letters that can possibly be used with corrections and additions to be sent as fund-raisers. We still need more info and a little editing. It will possibly be ready the week of July 19th. We need to contact groups to obtain member mailing lists and get permission to distribute info: Linda
- Oxford Peace and Justice; Charlie - the churches: Lutheran, Trinity, Hopewell.
Member Loan Program: Debra is in the process of obtaining applications from other coops concerning their member loan programs. She spoke with Bill Gessner in Minn., a financial consultant for "CDS" - Cooperative Development Services. They specialize in assisting coops in start-up and expansion. The initial contact is free. After that it's $100/hr. We all agreed that we would use their services on a "need only" basis. Other associations that we approved to join were: National Cooperative Business Association($350) and Cooperative Grocers Information Network ($175).
Meeting with Bob Blackburn: Susan, Charlie and Harv met with Bob. Possible scenarios were discussed. Renovation plan: We will take site when loan is approved. He asked for no earnest money. Rent quotes were $1500 the first year, going up to $2000. Considering a 5 yr. lease. Renovation loan would be $25,000. Harv estimated the monthly payments would be $485/mo, 5 yr. @ 6%, and be separate from our rent. These are just possibilities no lease was signed.
Advertising: Charlie will put ads in the Hamilton and Indiana papers.
Used equipment is still being looked for by Susan and Debra.
Steve Dana would like us to carry his cheese in the store.
Debra reported that the hits on the website increased substantially after the ad came out.
Next meeting date: July 15, 11-1:00 pm, Susan's office
Respectfully submitted, Linda Simmons
MOON Coop Board of Directors Meeting Minutes June 30, 2004
Board members present: Susan Callan, Harv Roehling, Amy Pace, Joanne McQueen, Linda Simmons, Debra Peter Additional members present: Sharmila Pradhan and Jess Camp
Sharmila and Jess presented a report on the grant writing workshop that they attended in Cincinnati on June 19. We discussed our financial needs and priorities in relation to the types of grants that are available. We also talked about some of the creative ideas that were generated at the workshop.
The main purpose of this special session was to discuss finances for the storefront. Debra reported on a conference call meeting that she had with the loan department of the National Cooperative Bank in Washington, DC. NCB's fundamental purpose is to provide services to the nation's cooperatives. Congress created NCB to provide for the development of new and existing cooperatives in rural and urban areas by offering credit and technical assistance. The Managing Director of the bank, Patrick Connealy, conveyed the bank’s interest in financing our start-up. According to the cash flow sheet that we sent with our application, they determined that we should acquire $25,000 more in back-up working capital. Patrick pointed out that the number one reason for start-up failures is a shortage of working capital. He gave the example of selling out your starting inventory faster than you had planned and not having the working capital to replace it. He gave two ideas for raising the extra working capital: member loans and negotiating extended payment plans with suppliers. The interest rates on extended supplier credit can be prohibitive so the Board agreed to set up a member loan program as soon as possible. We will be contacting Cooperative Development Services in Minnesota for assistance in setting up the program. Patrick was generous in recommending resources and seemed very interested in the success of our cooperative. He indicated that they would send us a loan proposal in about 10 days.
We also discussed some other ways of coming up with the 25K, including contacting the Oxford Community Development Foundation, asking for outright gifts and connecting with other organizations for grants.
Another item on our finances agenda included the discussion of our cash flow situation in relation to renovating the storefront site. We discussed the possibility of negotiating with the owner of our possible site, to finance the renovations. Harv presented several possible interest rate and term calculations. We agreed that the negotiating team would set up a meeting with the building owner as soon as possible to discuss this situation and the possibility of extending our agreement with him reserving the lease option for at least another month to allow us to complete our financial arrangements.
In other business:
Susan and Debra reported that Scott Webb has completed the initial drawings for the renovations and would be paid the initial design fee of $420. He indicated that he would be ready to move on the completion of the plans as soon as we were ready.
Linda reported that member Susan Flowers has volunteered to be our newsletter editor. Thank you, Susan!
Amy reported that the membership checks have been temporarily deposited in our credit union savings account and Debra reported that the tax number has finally been acquired. Amy will open our new business accounts at LCNB and make the appropriate transfers.
Minutes prepared by Debra.
MOON Coop Board of Directors Meeting Minutes June 23, 2004
Board members present: Debra Peter, Harv Roehling, Amy Pace, Joanne McQueen, Linda Simmons, Charlie Stevens and Susan Callan. Minute Taker: Susan Callan
TREASURER'S REPORT
Karen Baldwin submitted a report covering the past 3 months:
MOON MEMBERSHIPS AND RELATED INFORMATION
Amy reported that we have 50 paid certificates which equals $7,500 to date. The Lane Public Library has approved our brochure for inclusion in their brochure display at the Oxford Branch Foyer. See us there! We will be running ads in area papers(Hamilton Journal News,Oxford Press and papers in Brookville and Liberty,IN) featuring our certificates for sale and info on MOON. We hope ads will be running the week of June 28 and July 5.
PROGRESS TOWARD THE RETAIL STOREFRONT GOAL
The Board will be sending out an email letter explaining how the transition will work as we move toward the retail opening and eventual closing of our buyers' club and monthly delivery operation. Look for the letter in July. We have heard back from one area bank who is interested in our loan application (for storefront start-up costs) with certain stipulations. We are waiting to hear back on the 2 other loan applications.
Checks received for MOON certificates will be deposited in the coming week. We apologize for our delay! We will be opening a new separate account for the certificates pending receipt of our tax identification number.
Tax Identification Number has still not been received but application has been made.
The Coop Development Grant quarterly report and request for $215.74 in reimbursements has been sent to OCDC. No word has been received back, yet.
Linda did speak with another area building owner whose building we were considering but have decided against.
We are still looking at the 127 West Church St. location--which has great potential. Debra and Susan have met with Scott Webb, an area architect. Susan shared his first draft of the proposed renovations to the site. Debra submitted her ideas on floor plan layout. Susan explained that layout per Scott and Debra.
OTHER INFORMATION OF NOTE...
Joanne will activate our Speakers' Bureau. We hope to begin with Oxford groups on the list. Linda reports we have contributors for our newsletter(not launched yet) but no official editor. Charlie volunteered to join the board's negotiating team (Susan and Harv) who will meet with the building owner to talk about a lease and terms of rental for the retail storefront.
This Buyers' Club delivery day we were a little short of workers but workers managed well and delivery went well.
Susan reported that Sharmila Pradhan and Jess Camp attended the grant writing workshop held in Cincinnati which was sponsored by Ohio University/Athens. Both said they got a lot of good info and it was well worth it! They will submit a report to the board and hope to attend the board meeting in July.
Susan proposed the MOON retail storefront have a Miami Lands map in the store. Board approved. Susan will contact Daryl Baldwin about same.
Next Board Meeting: Wednesday June 30, 7pm-9pm at 103 West Walnut St, Suite B, Oxford. All are welcome.
MOON Coop Board of Directors Meeting Minutes June 13, 2004
Board Members present: Harv Roehling, Amy Pace, Susan Callan, Charlie Stevens, Linda Simmons, Debra Peter
Additional members visiting: Sharmila Pradhan
Meeting was called to order and facilitated by Harv. Financial information reported includes a May buyer’s club order total of $2400 and 7 additional member certificate purchases. Debra reported that the quarterly OCDC grant report has been sent with a request for $215.74 to be reimbursed. Our tax ID number has been applied for but not received yet. Our checking account balance as of June 11 was $4,535.30.
Amy presented the bank account options that are available to us at LCNB. We chose the free business checking and decided to ask for the bank’s recommendation of a savings or money market account for the member certificates. We decided to open the checking account with $1000 from our previous checking account and transfer the rest of the funds when all checks have cleared. The preliminary loan application packets are still being prepared.
Sharmila Pradhan has volunteered to attend a grant writing workshop on June19 with the sponsorship of the co-op. She visited our meeting to get our ideas on the types of things that we would like to do that may qualify us for grants. Some of the ideas that we gave her included a bio-diesel powered product delivery vehicle, alternative energy sources for the store, an incubator production kitchen, assistance to local producers to use their crops to create value-added products for our local market such as soy foods, processed grains, bread, etc., assistance for unusual local crops such as mushrooms or ethnic produce and herbs, help in developing programs to increase the affordability of clean, wholesome food for our underprivileged, help in developing programs and classes to educate the community about sustainable food systems and choices. Sharmila will be going to the workshop with another member Jessica Camp who is being sponsored by the IES Department at Miami.
Susan reported on Scott Webb’s advice about the building renovations. Scott says the next step would be to solicit bids for the project but if you already have a bid that is 15% or more less than the estimate, you should just go with it. Scott pointed out that Bob would be able to do the renovations for less simply because there would be little or no general contractor fee included. We discussed the possibility of asking Bob to roll the cost of the renovations into the rent and what would be a reasonable payback time and interest rate. Susan also reported that Scott would still do the plans for 7% of the cost so Susan and Debra will be meeting with Scott sometime this week to give him the building blueprints and help develop the floor plan.
We decided to run a quarter page ad in the Oxford Press and an eighth page ad in the Hamilton Journal to recruit members. Charlie and Lynn will be taking care of this.
Dates to remember were recorded to be added to the website. The next meeting is set for June 23 at 7PM at Susan’s office.
Minutes prepared by Debra.
MOON Coop Board of Directors Meeting Minutes June 6, 2004
Board Members present: Harv Roehling, Linda Simmons, Joanne McQueen, Debra Peter, Charlie Stevens, Amy Pace.
Additional members present: Lynn Stevens.
Meeting was called to order and facilitated by Harv. Additions and approval were given to the agenda. Financial data reported and discussed included the buyer’s club balance of almost $5000 and the membership certificate balance of $5250 which gives us a total assets picture of about $15, 250 with the OCDC grant included. The OCDC quarterly report is being prepared for sending by June 11. We have a few small receipts for reimbursement at this time.
Debra reported on the progress made in contacting banks about loans for the storefront. Most of the banks in Oxford were contacted along with the National Cooperative Bank(NCB) and CoBank. Out of these contacts, NCB, LCNB and UCNB were interested in reviewing a preliminary application. The USDA has contacted us and offered to look at guaranteeing our loan. Packets will be prepared containing our historical information, our financial information, summaries of the business class reports, a cash flow worksheet, a copy of the USDA Loan Guarantee program, and reference letters. All those present at the meeting volunteered to research a part of the start-up costs so that we would have accurate and up-to-date estimates for the cash flow worksheet.
To open our new business accounts, we decided to go with LCNB because they are relatively local, have good business services, free online account access, free checking, good proximity to the storefront and good prospect for sponsoring our start-up loan. The credit union where we currently bank does not do business accounts. Amy will be contacting LCNB and get more detailed information about their accounts.
Our business registration in Indiana has been completed. The 2 necessary filings and a copy of our OH Good Standing Certificate cost $65. They will have to be renewed annually and Karen Baldwin has volunteered to be our registered agent in Indiana.
Linda reported that Brandon, our newsletter editor, has had a change of career and will not be able to be the editor. She will contact another member who had expressed interest in the position. Debra reported that our website has been registered on the Local Harvest website listing of natural foods co-ops, CSA’s, and farms.
Lynn has created an ad suitable for the newspaper to recruit members and has researched prices with the Oxford Press and Hamilton Journal. She volunteered to check out the non-profit rates. Joanne will check out the rates in Brookville and Liberty. We decided to contact Bobbe Burke to see if our brochure could be included in the off-campus student packets when school starts.
Bob Blackburn, the owner of the building that we are looking to rent (127 W. Church St.), has given us a verbal promise to hold the property until July 1 so that we can prepare our estimates and secure our financing. He has indicated that he could help us do the necessary renovations. His estimate of the costs is less than the estimates that we received from Architect Scott Webb. We agreed to ask Susan to talk to Scott to see what our next step might be in this case. Rob Pace has volunteered to help on the lease negotiating team which will include Susan and other possible Board members. We discussed some possible financing scenarios.
Debra presented a brief overview of the seven page lease for the property, highlighting areas that we may have concerns with including: first and last month’s rent due up front, $200 real estate taxes and $70 trash due each month, the option to renew at 10% over previous term, no employee parking on the lot, fire prevention equipment is our responsibility, and $500,000 each bodily injury and property damage insurance required.
Next meeting was confirmed for June 13, at the LCNB Community Room.
Minutes prepared by Debra.
MOON Coop Board of Directors Meeting Minutes April 9, 2004
Members present Charlie Stevens, Amy Pace, Debra Peter, Susan Callan, Joanne McQueen and Linda Simmons.
Treasurers report: all receipts from dinner aren't in yet. We grossed about $980 and receipts will be around $280, with a profit of about $700.
Leftovers will be sold at the pick-up for $2.00/bag. We have sold 3 member shares, total $450.
The balance in our bank checking account as of April 9 is $4405.26 with dinner bills yet to be reimbursed.
Next meeting date: Sunday, May 2, 3:30-6:00, at the bank. Joanne to get key.
Report on fund-raising dinner: Good profit ($700). We need to do more flyers, more advertising for next dinner. Sarla wants to do Italian. The dinner will be held at the Episcopal Church. Barbara Hamilton is the church contact person. Cost is $100. They have a dishwasher! Encourage people to park in the parking garage (put on flyer). Facility and Kitchen will be available to us all day, if we need it. Decided to keep adult price at $10.00, but offer a child's portion (12 yrs. and under) for $4.50. Need to check on plates. (Harv can get some from his church if need be). The church seats 100-120 people. The time for the dinner will be 5:30-8:00 pm on Wed. evening, April 28. RSVP to Susan by April 26. Post success of past dinner and other info on member email.
Discussion on possible musician for dinner followed. Bill DeVore offered to play, if we would let him sell his CD's. He plays Native American music. It was decided to maybe ask him to play at another dinner. (Native American music may be sacred and not appropriate for Italian
meal). Charlie will check on an Armenian/Russian quartet that plays chamber music.
It was decided to have a "dinner planning committee" of Debra, Joanne, Amy, and Susan. This committee will meet at the church with Barbara Hamilton on Tues., April 6, at 6:30. (recent email)
When dinner flyer is ready, send info to Linda Musmeci-Kimball (Oxford Peace and Justice) and Joanne will take to Curves and Jubilee women.
Debra will email schedule for worker to sign-up.
Site selection: Linda contacted Terry after the meeting with our needs in general..2000 sq.ft. and $2000/monthly rent. After he returns from his vacation, we'll meet with him about the specifics (see Harv's email).
Update...I did call Terry and he sounded very positive. He'll call to set up a meeting with us when he returns.
Joanne will call city environmental person about possible contaminates at MVL site. Joanne is to check on status of Bob Blackburn's building on College Ave., across from the Alexandria House to see if it's still available to rent.
Grant: Debra read, will sign and return.
Earth Day: April 24, 12-4:00, uptown. We are sharing a table with OEFFA. Contact Joanne to volunteer. Joanne-brochures and Brandon-newletter
Debra - Website secured! www.mooncoop.com to be launched soon. $95.50 to pay for site for one year.
Grant writing workshop: MOON will pay for 2 people to attend. Charlie may go and Susan will contact Barbara Hamilton. Those who attend will be asked to work on grant writing for MOON.
Buyers' Club report: Debra...last order was $2827. with 26-27 people ordering
Farmers' Market: Susan is in charge of opening day, May 1st, in the uptown park from 7:30-11:30 am. Speech by John Harman, music by Oxford Com. Band, Woven, Oxford Gourd and Drum Ensemble.
Dates:
4/26 discussion of OEFFA at state level at the MOON/OEFFA meeting.
5/24, social potluck at Hueston Woods, MOON Coop and MOON educational groups
Meeting was adjourned with Susan congratulating everyone on a successful fund-raising dinner.
Respecfully submitted, Linda Simmons
MOON Coop Board of Directors Meeting Minutes
February 15, 2004
Board members present: Susan C, Amy P, Debra P, Joanne McQ, Harv R, Linda S, Charlie S.
Agenda presented as emailed. Additions noted. Minutes as emailed for following meeting were approved: Nov 30, '03; Dec 16, '03; and Jan 11, '04.
Treasurer’s report submitted by Karen Baldwin:
Fundraiser meal by Sarla will be March 24 or March 25, waiting for a reply from HUUC.
(Late update: Dinner will be Tuesday March 30, 2004)
By Laws: First draft completed at meeting. Copy of first draft will be circulated via
email by Debra for corrections and then sent to our attorney for counsel.
Committees Reports
Member Equity Drive: Amy and Susan will be contact persons. Payment
of $150 per share will be paid in one payment total or can be paid in
60 days with $50 initial and $50 each at 30 days and 60 days.
Exceptions to the above will be handled individually. New brochure
will be used after incorporation. Speakers bureau will be chaired by
Julie Campbell-Ruggard. An extensive list of Oxford clubs and
organizations for the speakers bureau was distributed (not sure who
provided, but many thanks). Amy suggested we go outside Oxford and
include Indiana communities among others.
Grant Writing: Submitted second writing to Travis West for comments,
waiting for reply. This is a $5000 matching grant to be used for the
following: $3,450 for contract services- Attorney fee, CPA, design
help. $1550 for misc. supplies-$400 office, $500 newsletter first year,
$100 brochure, $400 advertising, $150 articles of inc. Our match for
this grant will be $2500 actual cash and $2500 of in-kind value. This
grant is through the Ohio Cooperative Development Center. We expect
a reply in a couple of weeks after submission.
Newsletter - expect early spring issue.
Site selection - Linda has talked with owners, Dudley brothers, of the
old Miami Valley Lumber building. She will set up a saturday morning
visit with Mr. Terry Dudley to take a tour of the building (visit made
2/21/04)
Farmers network - nothing new to report.
Small Business Class report - will review at later meeting. Harv will
prepare a summary of the reported financial requirements to open and operate the
first year.
Buyers club matters - Reaction to produce order was positive. Order
for January from Mainstream Farms Wholesale was $236.14. Thanks Dawn for
coordinating. Debra reported on retail storefront credit policy of United Natural Foods.
Credit determined on case by case---we apply, they accept or reject.
The following were deferred to next meeting: Time line revision - Trip
to Blooming-foods - Looking back on 50 yr article.
Dates for March:
Meeting Minutes prepared by Harv Roehling
MOON Coop Board of Directors Meeting Minutes
January 11, 2004 Board members present: Harv Roehling, Susan Callan, Joanne McQueen, Charlie Stevens, Amy Pace, Debra Peter.
Agenda was presented by Harv and additions noted. Susan submitted minutes from the last two meetings and we agreed to examine them when they are sent out as the MOON Matters and do corrections and approval at the next meeting. Susan expressed a need for temporary assistance in taking and composing the minutes. Debra volunteered to take this responsibility for the January meeting and Harv volunteered to do February. We agreed to consider the possibility of recruiting one of the members to do this task as a job for their working discount, in the event that we would need help beyond February. Treasurer’s report will be presented at the next meeting on February 8 at 3:30.
We were unable to reserve the Lodge or Cabin for our planned get together on January 17 and agreed to postpone the idea until a later date. We also talked about recruiting a member to plan and organize this future event, possibly as an Earth Day celebration. Sarla Waikar would like to do her fund-raising dinner for us on March 24 or 25. Harv volunteered to contact the HUUC and reserve one of those dates ASAP so that we can begin planning our promotional strategy. We discussed the idea of offering the option of purchasing a member share in the storefront (refundable) in place of paying the yearly membership fee for the buying club (nonrefundable). We agreed that this would be a beneficial option for both our members and the storefront equity drive. We also agreed that we need to start putting a high priority on cash flow and acquiring the necessary capital to apply for the storefront loans. We need to be clear in communicating the message that purchasing member shares is a refundable investment and that purchasing multiple member shares will enable the storefront to become a reality. Debra volunteered to look into acquiring the necessary forms so that we can begin accepting member share purchases and also to research membership in the National Cooperative Grocers Association. Susan volunteered to be the confidential contact person for prospective members who may need to set up a payment plan. We worked on the bylaws and are down to one final page of analysis and revision for the next meeting. Committees Reports: The Small Business Class report is still being circulated among the Board members and will be discussed at a later meeting.
In Buyer’s Club matters, Debra reported that we will be able to place a produce order for the February delivery with Mainstream Farms out of Plain City, OH. They offer a full line of organic produce, mostly from California, but also from Ohio when in season. Information on placing orders will be included in the February Order Due Date Reminder to be sent out on Friday, January 16. Dawn Evans has volunteered to coordinate this effort—thank you Dawn! For the record but not reported at the meeting—our January order totaled $1914.63 (after subtracting the not shipped, mis-picked and out of stock items) with 19 members ordering. Reaction and response to the Hamilton Journal News article “Looking Back on 50 Years in Agriculture” was tabled again for lack of time.
DATES AND ANNOUNCEMENTS Buying Club Order Due Date: January 20
Buying Club Delivery: Tuesday, February 3
Next Board Meeting: Sunday, February 8, 3:30-6:00 Lebanon Bank Community Room MOON/OEFFA Programs:
January 26 Boyd Hall, MU Western Campus
“The healthy food revolution: what’s organic all about and why should we care?” February 26, 7:00 Lane Library, Oxford
“Landscaping without chemicals” with Marvin Duren, owner of Marvin’s Gardens in Lebanon, OH
Just in case I missed anyone—a huge THANK YOU to all of you who invest your time and resources in our cooperative effort to secure a more sustainable local food economy…… Debra 1-12-04
MOON Coop Board of Directors Meeting Minutes December 16, 2003
Present: Debra P, Amy P, Harv R, Joanne McQ, and Susan C.
Treasurer Karen B submitted the following reports; Guest Report: Travis West, Coordinator of Ohio Cooperative Development Center, Piketon, OH attended our meeting. The following was shared information from his presentation. The board was grateful for his time and information. Travis said that a LLC status (Limited Liability Company which the board is considering) requires notification to the State of Ohio when members change. Ohio law (ORC 1729) acknowledges only farmers coops, not consumer coops. He said we could incorporate as a nonprofit organization and then function as a cooperative. The term member certificate is used rather than the term stock. The certificate is bought back if/when the member leaves the coop. The LLC status would require us to submit a filing of new members each year. A for profit is considered a C corp. Travis also said the Center makes grants available twice a year. Start up coops can receive as much as $1500 and existing coops can receive as much as $5000. Such grant money could cover of half of a lawyer’s fee, signage, publications and expendable items(but not assets). He said he would be glad to email review our application first to make sure it is in order. Grants are issued in reimbursement form(we pay and then get reimbursed). He states that hopefully the reimbursement check arrives(typically) in 3-4 weeks. Quarterly reports are required. The board shared our coop history to date. He was very encouraging… and impressed by how long we have been at it! He left us with much literature to keep--including the names of attorneys in the state who have experience working with cooperatives.
Board Reflections on Travis’s Visit:
Debra P and Amy P agreed to work on the grant proposal to the Ohio Cooperative Development Center. Such a grant could help us with attorney’s fees and brochures that will be inviting new members. Review of MOON Matters: Deferred till next meeting. Susan C has been unable to get them done in time. Winter Solstice Event: Joanne McQ is working on getting a musician for the evening. Andy F is unable to do his bug presentation for kids. Our date of this event needs to be confirmed. (note: We had to postpone this--see Jan. minutes) Buyers’ Club Report: Debra P reports that Rhoades Mainstream Farms Wholesale is an organic produce distributor. The driver delivers every 2 weeks on Mondays, hour not known.
Member Equity Drive: Joanne McQ reports that Nancy Mumaw, Laura Cohen and Andy Farrell are on the committee. Susan contacted Julie Campbell-Ruggaard who is interested in being a speaker on our speakers’ bureau. Fundraiser Meals by Sarla: Debra reports that Sarla can do a Wednesday or Thursday in March after Spring Break. Harv will check with Charlie S for dates and then check with the Hopedale UU Church. ByLaws: Board continued review of the prototype we are using, BloomingFoods, of Bloomington, IN. We completed several more items. Next Board Meeting: Sunday January 11 3:30-6pm
LCNB Community Room
All are welcome to attend!
Until next time, Susan C 1-10-04 MOON Coop Board of Directors Meeting Minutes for November 30, 2003 Hi Everyone, Present: Harv R, Joanne McQ, Linda S, Amy P, Charlie S, Debra P and Susan C.
Updates from Committees and Ongoing Projects Website: No new information.
Grants: Charlie S continues to look.
Newsletter: Committee members are enthusiastic but have not met yet.
Site Selection: Linda S did research on the old Miami Valley lumber building on South College behind Stewart School. The Dudley brothers own the building. She will continue to try and reach them. Susan C contacted the realtor for the house for the house for rent on the corner of High and Locust streets.
Farmers’ Network: Debra P reports that a letter has been composed to area farmers to notify them of our hopes to open a storefront next summer. Letter will be going out soon so that farmers might consider our storefront as they plan for the next growing season.
Fundraiser Meal: Harv R reports that Hopedale UU Church will charge us $35 per event for our fundraising(a reduced rate… thanks Hopedale!) dinners. There are UU members who would be very interested in attending such an event due to Sarla’s excellent reputation as a chef. Debra P will contact Sarla about dates she would be available.
Small Business Class Report: Debra P, Linda S and Susan C talked about the last meetings discussion of possible locations (ie house on Sycamore, house on corner of Main and Locust, Tollgate plaza).
Winter Solstice Party: Joanne McQ is coordinating this event. We are now trying for Saturday January 17, 2004 5-8 pm at Western Lodge, Miami University. Soups will be made by Linda S(vegetable) and Amy P(vegetarian chili). Joanne will order hot dogs(both meat and soy). Guitar pickers are still wanted! Harv will bring in camp song sheets for us to review. (note: We had to postpone this--see Jan. minutes)
Buyers’ Club Matters: Debra P reports our current order is over $3000 so far. Turkey Sales’: Charlie S reports he ordered $450 in turkeys for Thanksgiving from Dale Filbrun. Dale has Christmas turkeys available. ByLaws: Deferred till next meeting when it will be a high priority.
Until next time, Susan C 1-10-04
Last Update 2-13-07 |