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.
The Board voted to spend up to $2,000 to send a representative to the CCMA conference in Portland OR.
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
The Board Discussed the following revised targets for signing the lease. Final decision will be decided on at the next meeting:
Reduce store size from 4,000 sq ft to 3,000 sq ft
$200,000 in member loans
380 member-owners
Bernadette will contact the building owner and reiterate our interest and that no building addition is needed at this time.
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.
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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.
Policy
1. All interest is to be paid compounded annually and pay all at the end?
2. No member loans due in the first 3 years ( first loan will be due in 4 years)
3. Interest will be taxable. That is loaners responsibility we provide tax form.
4. **Approval of letter in principle**
TIMELINE
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.
MOON Board of Directors
Meeting Minutes (pending approval)
October 3, 2007
Members present: Marshall Burke, Susan Callan, Beth Eaker, Rick Momeyer, Genevieve O'Malley Knight, Ken Stearns, Bernadette Unger
The Board met for work session At Bernadette's house in November. Details were worked out for Pr and member loan strategies. Kathleen Abowitz was also present.
1. MINUTES PRIOR MEETING
Regarding item IV.2 of previous minutes' meeting - the By-Laws amendment regarding uncontested board vacancy - it has been decided that we cannot amend the By-Laws in that way. This amendment will be removed from the annual meeting agenda.
Several other changes were made.
Minutes approved as amended.
2. TREASURER'S REPORT
Report received from Beth. Discussion of new table for monthly reporting to Stewart.
3. PHONE CALL FROM STEWART REID
Main points discussed:
Our new contact regarding the Sprout Loan should be Richard Dines.
Member loans are the most critical right now. Stewart recommended Ron McFall and his partner with no reservations as legal counsel for the member loan campaign.
We should be looking at contingent contracts so if financing does not show, we have an out. The prospective on top property looks good to Stewart. Ken will pursue the question of whether USDA guarantee could come in the form of a letter of credit. Stewart reports that a concern regarding no personal financial guarantees is a common issue for co-ops, because lots of lenders are not familiar with the co-op model. He is somewhat surprised that this concern is being raised by a potential landlord. We should try to help that person understand that the nature of a co-op brings lots of support from broad base and gives us more support and likelihood of success than any other non-chain tenant. We need to have at least a contingent contract before making a public announcement of our inteneded site.
Several start up groups in Indiana are putting together a workshop for start-up co-ops, which would be a good thing to attend if we can, and he will send us more information when he gets it. Icdc.coop is the website.
Stewart reported that he's impressed with everything we've been doing recently and thinks the last month has seen strong forward progress. He thinks we're on the right track, and encourages us to keep at it.
4. COMMITTEE REPORTS 4A. MEMBERSHIP
Loan Campaign: Susan reports
Complicated issue of exemptions from Indiana - possible decision is to not seek loans from Indiana residents. Recommend go with Ron McFall, and release Laddie Lucien - doesn't think he has invested any time on us yet.
Actions
**Board agrees to this recommendation and determines to use Ron McFall as the attorney**
**Board decides that we will not collect loans from Indiana or at 0% interest**
We will need legal assistance for: re-working of documents, and making sure of proper securities exemption in State of Ohio.
The recommended approach to member loans is to make it simple for members to loan and give them many choices. We must be cautious to avoid giving too many choices and to make sure we'll have enough money to pay back the loans when they come due.
Possible choices: 4, 5, 6, 7, 8,-year durations. Two tiers of interest rates: < $10K interest not to exceed 4% and >10K not to exceed 5%.
Susan has verbal commitments for loans from the board totaling $22,500. This is somewhat under the 10% of total goal for loans from the board. 4B. SITE
Situation with landlord #2 is looking like we will not be able to reach an agreement. The site would be great, but we cannot afford the rent they are asking and they are not going to budge on a personal guarantee. There was no disagreement with this assessment. We should continue to have discussion with landlord #2, and keep a positive relationship, but expect the deal will likely break.
At site #1: It is uncertain whether the build out we would need can happen, but we think it can. The next step is to negotiate rent, find out specifics regarding taxes and estimated insurance so we know the whole cost. Who pays for what on the expansion? This option looks very good.
A conference call with Bill Gessner was scheduled to discuss how to negotiate on a site. Rick, Beth and Bernadette are the essential members for this phone call - to take place next Monday. 4C. AD HOC: ANNUAL MEETING - OCTOBER 23rd
Beth will get the key from LCNB.
Mary Jo will speak
Need to communicate: where money comes from and why we need loans. Where we are, compare this year to last year. NEED MEMBERS, NEED FOUNDATION TEAM, MOON OEFFA as example. Q&A/FAQ sheet.
A preparation meeting was scheduled- Monday evening 7:30 at Rick's house.
Susan says an important thing is for Board express how much they are behind this project. People will get scared by the numbers, and we'll need to instill confidence in them.
Next Meeting - October 23 - Annual Meeting
MOON Board of Directors
Meeting Minutes
September 5, 2007
Members Present: Marshall Burke, Susan Callan, Beth Eaker, Charles Ganelin, Rick Momeyer, Genevieve O'Malley Knight, Amy Pace, Bernadette Unger, and Ken Stearns.
The minutes of the August 1, 2007, meeting were approved.
MEMBERSHIP REPORT Membership Drive Update
Amy reports MOON now has 311 members.
Bernadette did a photo shoot with the 300th family and will do a write-up for the newspaper.
Member Loan Campaign
Susan Callan will be leading and co-ordinating this campaign. Charles Ganelin volunteered to be her on-going Board contact for the campaign.
1. Structure
Goal is for a fall campaign - to launch in October and run through the end of November or beginning of December - still in process of deciding what the jobs will be, the number of people needed to do them, and how to train them.
Calling in of previous loans has not yet happened. Susan will ask previous loaners if they are willing/able to increase their loan amount, and hopes that they will become volunteers for the new campaign.
The bottom boundary for loan amounts is $1000, with different categories of terms and percentage rates to be negotiated with each lender. This round of loans will not be done via promissory note; we are collecting the loans right away. Member loans will be subordinated and unsecured. A longer maturation period than that given on first-round loans is recommended.
Our consultant recommends a "House Party" structure for the Loan Campaign.
2. Questions
Is it necessary to have the Member Loan Campaign [complete?] before obtaining/asking for a bank loan?
A major concern is how repaying the Member Loans will co-ordinate with the rest of our budget projections. Susan needs input from Ken and Bill regarding acceptable dates for the loans to come do, i.e. when our projections show MOON will have the money to repay our member loaners.
3. Information packet and Language
The Member Loan Committee will compile the information to be sent to members during the campaign, and this packet will need to be reviewed and approved by both the Board and a lawyer. After some discussion about the order in which this should happen it was agreed that Susan should work with the lawyer first, and bring language s/he has approved to the next Board meeting.
4. The Member Loan Committee was authorized to spend up to one thousand dollars ($1000) for consultations and prepare materials for a report to the Board at the September 19th meeting.
BUSINESS PLAN/ PRO FORMA REPORT Our consultant gave a PowerPoint presentation of the current draft of the Business Plan. The pro forma budget projection indicated the store in not feasible unless it is of sufficient size to generate enough sales to pay our debt. If we reduce our debt we will make a profit sooner. We will not make a profit in the beginning because we will be paying of startup costs and bank loans. This is common for start up businesses. The board needs to consider its priorities and shuffle the sources and uses to generate the most realistic budget projection possible at this time.
SITE COMMITTEE REPORT Three main properties under consideration.
It is now time to get Directors and Officers Liability Insurance.
Check with Fey, and Ken recommends also checking with National Co-op Grocers' Association on insurance. Bernadette will do this.
We need to have a profile of the Co-op we can show potential landlords, potential members and potential member loaners.
It was agreed that a meeting would be set to walk through the potential store site loacations for an estimate on available space and cost of renovations.
FILLING BOARD VACANCY Charles proposed Scott Downing as a potential Board member.
It was moved and approved that Scott Downing be invited to serve on the Board.
The meeting was adjourned at 9pm. The next Board meeting is scheduled for September 19, 7pm at Lane Library.
MOON Board of Directors
Meeting Minutes
August 1, 2007
Board Members Present: Marshall Burke, Charles Ganelin, Richard Momeyer, Genevieve O'Malley Knight, Amy Pace, and Bernadette Unger. Debra Peter was also present to drop off her materials and advise the board regarding some of the Treasurer duties. These items were moved to the beginning of the agenda.
The minutes of the July, 2007, meeting were approved.
TREASURER'S REPORT
The Treasurer's Report was received.
Operations Committee
Insurance Claim for fall at February Buyers' Club
Genevieve reported that she had been contacted as a member of the Board of the Hopedale Unitarian Universalist Community regarding the need to find the document stating the agreement between HUUC and MOON regarding insurance liability, and that HUUC desires a new agreement to be drawn up and signed in the near future.
MOON Board members are unable to recall exactly what agreement was signed or how to locate the documents. The belief is that the document signed in 2002 by Harv Roehling and Rev. Kat Hawbaker is the only agreement. The conclusion was that the insurance company will have to figure it out based on the 2002 document Hopedale located and the policies.
RE-ASSIGNING TREASURER/DEBRA'S DUTIES
Debra's duties have been as follows:
Bookkeeping, pay bills and taxes, reconcile accts, print reports, make deposits, transfers, work with accountant, maintain insurance and security box
Member Loan responsibilities -- Track loans, calculate and pay annual interest, call in loans
Business Plan -- Work with CDS to develop key assumptions and Pro Forma, coordinate drafting of plan and loan app (also directly involves Ken Stern)
Beth has agreed to take on the responsibilities listed in the first bullet point, and Debra will be transferring the Quickbooks computer program and the MOON checkbook to Beth. Ken Stearn will be taking care of the Business Plan bullet. Mars stated and the Board agreed that it does not make sense to separate the items in the second bullet above from those in the first bullet, and Beth will be asked if she is willing to take them on as well.
FINANCE COMMITTEE
Business Plan Update
Mars has written the Marketing section and the Sources and Uses and the three-year Pro Forma are also complete. The Business Plan still needs profiles of Board members, and we need to contact CDS. Ken has all this material and will be working on it.
At this point Debra took her leave of the Board.
MEMBERSHIP COMMITTEE
300 Members
It was reported that MOON now has just over 300 member households.
STUDENT CO-OPERATORS (ANNUAL MEMBERSHIP)
Establishing an annual membership will require an amendment to the MOON Bylaws and therefore needs to be an item of business at the October membership meeting.
Rick read the proposed text and the following changes were made: the annual fee will be $25 per year and be the same for every year; a statement was added giving the Board the authority to change membership fees, privileges, and qualifications once a year with at least three months' notice.
Two questions were raised and Rick will contact Stewart to ask him: When we change (increase) membership fees, do prior members have to pay the difference? Does the year for which people purchase annual memberships correspond to the fiscal year, calendar year, or should each membership operate on its own year?
The language of this proposed bylaw change will be distributed with the notice of the Annual Membership Meeting 30 to 60 days prior to the meeting. It was agreed to schedule the meeting for October 23rd,thus the notice must go out by September 16th.
WORKING THE FARMERS' MARKETS
It was decided that we will ask at the August Potluck if there is anyone willing to work either of the two Oxford Farmers' Markets. "Working the market" is to consist of being present, talking to shoppers about MOON, handing out brochures, answering questions, and perhaps selling T-shirts.
MCGUFFEY SCHOOL NETWORKING
Janet Kretchmer, Principal of McGuffey Foundation School, hosted Bill Gessner when he was in town, and has offered to distribute MOON information to the school's mailing list. A contact will be made soon to follow up on this networking opportunity.
OTHER COMMENTS
The issued was raised again of the low level of co-operation and engagement of MOON members. It was agreed that we should try to form a Foundation Team of up to 30 members who will be on committees, do much of the work to get ready to open the store, and help the Board energize the membership. Amy will introduce the idea of and need for a Foundation Team at the Potluck
OPERATIONS COMMITTEE
BOARD OPENINGS
Suggestions for what we desire in Board members to fill the two open seats include: ability to locate and help with a site, a successful business owner, infinite patience, and energy and enthusiasm like Bernadette has. In the week following this meeting, each Board member will submit to Bernadette via e-mail two to four names of people with leadership potential. We will aim to fill these seats by the Annual Membership Meeting.
PROJECT MANAGER
Ken Stearn is ready to get to work, and we don't know how long he'll be in town, so we need to make efficient use of the opportunity we have to work with him.
ANNUAL MEETING (ADDITION TO AGENDA)
The notice of the Annual Membership Meeting shall include:
Yearly financial report (short and sweet version)
Membership milestones (reached and upcoming)
Grants and loans
Potlucks and membership drives
Hiring Ken Stearn as Project Manager
Conference attendance
Speaking engagements
Mission of MOON and Vision for the store
***Proposed bylaws change***
Foundation Team and co-operation needs
FINANCE COMMITTEE
MEMBER LOANS
Charles will send the call-in letter soon. Susan Callan will chair the Member Loan Committee.
BANK LOAN
The question was asked whether we have had any experience with Bath State Bank. Amy reported that they declined to give MOON a loan years ago. The feeling was that nothing should be ruled out at this point.
SITE COMMITTEE
CVS UPDATE
Core Realty has not been returning Beth's calls. Efforts will continue.
OTHER POSSIBILITIES
A meeting will take place between Beth and Rick and Coe Potter.
Stewart Square is now charging rents of $24/square foot; Rick reports Core Realty was quoting rents of $12/square foot.
At a recent Oxford Township Trustees' meeting finding or building a new Township Building was mentioned, and Bernadette suggested to the Trustees the possibility of sharing a building with MOON. This will be considered as both parties investigate possible sites.
AD HOC COMMITTEES
TIMELINE
There was no timeline update
NEXT MEETING:
Scheduled for Wednesday, September 5, 2007.
The appointed hour being reached, the meeting was adjourned at 8:55 pm.
MOON Board of Directors
Meeting Minutes
June 6, 2007
Board Members Present: Marshall Burke, Beth Eaker, Charles Ganelin, Rick Momeyer, Genevieve O'Malley Knight, Amy Pace, and Bernadette Unger.
The minutes of the May, 2007, meeting were approved.
MEMBERSHIP COMMITTEE
Key Board Action
It was decided that when members leave the Co-op and return their certificates that certificate number will be voided and not re-issued.
- Debra and Beth are to work out details for cancellations of member loans.
- There was discussion of the upcoming (second) round of the Member Loan Campaign. According to the mentoring telephone call (Bernadette and Genevieve, 6/1/07), we are on track with our member loan amount as well as the fact that the first round of pledges came primarily from the "foundation team" or board members at the time.
- Rick reported on the distribution of the Mail 5 Campaign packets. The Oxford Post Office would not meter the postage (were going to give stamps and require us - Rick - to stick 5 on each envelope). The Miami University Post Office was much more helpful and also saved us some money. Bernadette reported that she has received positive responses from recipients of the packets. However, only 3 non-board members showed up top help and this was very disappointing.
- Beth is to generate a list of potential Board members and report at a future meeting. We are looking to fill the current vacancy.
- There was discussion of where MOON brochures are currently displayed and where else we could set up displays. We will need to re-print brochures before long, and will update the membership numbers to reflect the current mid-2007 level.
- The Board voiced agreement that our logo needs to be on everything we do!
- When members offer to buy multiple memberships for their household, it would be a better idea to encourage them to buy a membership as a gift for another household (one that would be interested but is not yet among the membership).
NETWORKING AND SPEAKING EVENTS
Bernadette spoke at the Senior Citizens' Center to an enthusiastic audience - look for story in the paper.
Bernadette also spoke to a Farm Resource Group honors class (is this a high school group?). This class may take on a project of compiling a list of potential suppliers for the MOON store.
MOON needs to work on cultivating our potential suppliers and building a network beyond the Uptown Farmers' Market.
Bernadette spoke with Jim Schultheiss, the president of CHACO credit union and officer of the Mid American Cooperative Council. They are conducting a Co-op Camp for 15-17 year olds and would like to include MOON in their tour of local co-ops. We will be the example of a start-up co-op as well as a food co-op. Charles will speak to the 'campers' on Tuesday June 16, at 8:30a.m.
STUDENT CO-OPERATORS
Rick has studied this issue and proposed two kinds of membership:
- Life membership for a lump-sum payment of $150.
- Annual membership for $20 the first year and $10 for every subsequent year.
- The two types of memberships would have all the same rights and responsibilities. Annual memberships would only be available to students and those households with incomes below twice the poverty level.
- This proposal was accepted by the Board, and Rick will draft specific language to be used to amend the bylaws at the annual meeting in October.
OPERATIONS COMMITTEE
Future and Current Grants
Rick will contact Maureen Nimis when she returns regarding MOON funding training for her in grant writing but has not yet been able to make contact.
Food Co-op 500 is evaluating the performance of their grant and loan programs as well as the performance of the co-ops they are assisting. We will be having a "report card" phone call by mid-July.
PROJECT MANAGER
Mars had emailed resume information for Denise Chevalier from CDS. She has expertise and would be on a limited contract. The board will consider hiring her or posting an ad.
FINANCE COMMITTEE
Member Loan Campaign
By calling in the first round of member loans at this point in time, this money will be used as collateral when we apply for the bank loan, and perhaps to hire a Project Manager. Another purpose for calling in the first round of member loans at this time is so that we will be better able to inspire a second round of commitments from our many new members. A letter for calling in the first round of loans will be presented for approval at the July Board meeting.
BUSINESS PLAN UPDATE
The Business Plan Sub-committee had a meeting in the week of May 28 and Mars reports that where we are getting a loan will influence the structure of our business plan.
The Board identified this as an important step because when we achieve our current goal of 300 members, we will need to have a business plan so that we can apply for a bank loan (300 members is the minimum our co-op consultants recommend for when we make this application).
SITE COMMITTEE
Rick researched the former CVS site in Tollgate Mall. It is managed by Dave Kitzmiller of Cincinnati of Core Properties. The CVS store is 10,000 square feet, and the manager has another contact who may be interested in the entire site and is therefore not interested in sub-dividing it at this point in time. He will know more about that party's level of interest within the next 30 days. The rent on this property would be $12 per square foot per year plus a proportional share of operating costs. The manager indicated that any restrictive clause Kroger may have held has very likely expired, but will only investigate this if MOON becomes a serious interest in this property.
Dave Kitzmiller should be contacted again between July 1st and July 10th and asked (1) if he is then willing to discuss sub-dividing the CVS property and if so (2) details of rents and costs and (3) whether there is a restrictive clause on the space.
SITE COMMITTEE: Who will make this contact? Prior to our next Board meeting.
NEW BUSINESS
Potential Activities
· 4th of July parade - we are registered to participate.
· Summer Potluck
· OCAC children's garden - Bernadette asked if the board wanted to sponsor any aspect of the garden and it was decided that items to beyond our budget.
· Mary Jo McMillin's has requested to be on our web site to promote her new cook book. The board supported this action.
TIMELINE UPDATE
Charles will set the member ship goal at 700 at the time of store opening.
A newsletter will be sent when we reach our current goal of 300.
NEXT MEETING:
Scheduled for THURSDAY, July 5, 2007.
To be held at Charles's house. 207 Oakhill Dr.
The appointed hour being reached, the meeting was adjourned at 9:00pm.
MOON Board of Directors
Meeting Minutes
May 9, 2007
Board members present: Marshall Burke, Amy Pace, Debra Peter, Rick Momeyer, and Bernadette Unger.
The minutes for April 11 were amended and approved.
The Treasurer, Debra Peter, reported that we are still solvent (maybe because we hardly ever spend anything). The discount offered to the Buyer's Club by UNFI has been reduced to 9.75% from 13.5% due to lack of volume purchasing.
Mars agreed to seriously consider going to the Co-op Conference in La Crosse, Wisconsin on 6/14-16. The Board agreed to cover expenses.
Rick agreed to ask Maureen Nimis to investigate grant opportunities and to consider letting us fund training for her on these maters. Mars will send info if she agrees.
The Board determined that it would be best to have a Project Manager hired and available 3 months before opening a store, and to begin a search 5-6 months before.
The Board agreed it was time to call in the first round of member loans, some $47,000. Exactly how, who and when this would be done was left indeterminate.
Debra continues to work stolidly on the Pro Forma and Business Plan. Descriptions for a Project Manager and Business Manager are needed in the Business Plan. Also needed is the revised time line that Charles is developing.
Mars promised more detail about the possibility of a Project Manager consultant.
Rick will contact, if possible, CORR Properties about the possibility of a sight in Toll Gate Plaza.
The Board strategized about a follow up membership campaign after the spring drive yielded approximately 60 new members, not the 100 desired. We decided to ask each member to write at least 5 personal letters to friends soliciting membership. We will provide each member needed info and materials to do this. Rick agreed to draft a cover letter for the packet and a sample letter for members to send out. There will be an envelope stuffing party at 7:30 P.M. at the Momeyer's, 720 W. Chestnut St. on W, 30 May. Wine is promised to all stuffers.
The Board unanimously approved a motion to make Genevieve the permanent minutes taker. The unanimity was greatly aided by Genevieve's absence. The next Board meeting is to be 6 June, location to be determined.
MOON Board of Directors
Meeting Minutes
April 11, 2007
Board members present: Beth Eacker, Genevieve Knight, Rick Momeyer, Amy Pace, Debra Peter, and Bernadette Unger
Guest visitor present: Ken Stern
Amy will email minutes from the 3-21-07 meeting to the Board for review, approval and posting.
Treasurer's report included the current balance sheet and the profit and loss since the
Our guest visitor, Ken Stern, was start-up project manager (PM) for the Eastside Food Cooperative http://www.eastsidefood.coop/ in Minneapolis, MN from 2001 through 2003. He shared suggestions about defining the responsibilities of a PM, when and how to hire a PM, and cited resources and contacts for planning the store project. Ken has assisted Board member, Marshall Burke, in composing a project manager job description.
The Board spent most of the meeting on project management and concluded that our project manager will be responsible for managing building renovation and as "support" advisor for the business plan. Beth is going to have lunch with a local project manager who builds hotels. The Board agreed that it would handle the member loan program, membership building and site selection.
Bernadette reported that Todd Dockum has agreed to help with the Business Plan. He has vast experience as a former CFO in the international corporate world and is now back to his home town to raise the kids. He and his wife (also in real estate) are co-op members. The finance committee will be contacting him.
For the Spring Membership Drive, Genevieve and helpers will be staffing tables at the Earth Day Celebration on April 21 and the Kiwanis Pancake Breakfast on April 28. Beth volunteered to ensure that brochures would be available at the Farmers Market on April 21. Bernadette reported that almost half of the 8000 new brochures have been distributed and almost 4000 brochures will be needed for the Oxford Press insertion. Consideration will be made to have the OP print the inserts and/or run a large ad to conserve the 4000 brochures for other distribution purposes. Other insert distribution ideas include utilities and banks.
The Co-op received a thank you card from WMUB for staffing their fund drive phones. Amy has volunteered to investigate giving a MOON presentation at a children's summer camp about cooperatives being sponsored by Chaco Credit Union.
Next meeting is 7 to 9PM May 9, at the Lane Library.
Minutes prepared by Debra (with a little help from Bernadette).
MOON Board of Directors
Meeting Minutes
March 21, 2007
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:
The Membership Committee reported that the neighborhood literature drop was ready to begin on March 31st. Brochures would be available March 27th. The Board authorized printing of 8,000 brochures. Amy and Genevieve would be at the library to pass out information to volunteers. 18 members volunteered to go door to door or to follow up with phone calls. The board decided to wait a few weeks after the literature drop to disperse brochures as an insert in The Oxford Press.
Genevieve reported that MOON had a booth for the Uptown Earth Fest on April 22. Volunteers were needed to man the booth. A volunteer was needed to pass out flyers about the MOON potluck and membership brochures at the Uptown Farmers Market on April 21. Genevieve also needed 5 people from MOON to man phones at the WMUB fund raiser on April 24. Board members would confirm later. Amy reported that the Holy Trinity Church had been rented for the potluck. Two members had volunteered to help so far.
Site Committee: Bernadette reported that she had met with Meg Vostal to discuss a closer connection with the Uptown Farmer's Market. Meg suggested we collaborate on a newsletter, and that we possibly look for a site that could accommodate the Farmer's Market.
Bernadette reported on her visit to a small Co-op in Clintonville, near Columbus, OH (24-26000 sq. ft.)
Marshall shared the early stages of the Project Manager job description for the Operations Committee. After a discussion of the role a Project Manager could play for our specific project, Mars suggested he would contact our consultant and Ken Stern, and report back at our next meeting. A suggestion was made that Ken Stern could come to a Board Meeting. Ken Stern was a start-up project manager for Eastside Food Cooperative in Minneapolis, MN, now attending Miami University.
Mars would also get the CGIN password.
The Finance Committee reported that Charles would draft a letter for calling in member loans. The Board discussed the size of the store. It was decided a new Sources and Uses was needed for a 4000 sq. ft. business plan. It was agreed that a break down of some categories in the Sources and Uses would be helpful.
Ad Hoc Timeline Update: Charles is continuing to meet with Susan Callan to form the MOON timeline. Several suggestions from Stuart Reid's visit were added. The timeline was discussed, adjusted and approved by the Board. The timeline goals for March had been reached.
The Board discussed important points from Stuart Reid's visit, especially the creation of a new vision for the MOON Board, and moving forward to open the store in the spring of 2008.
Next meeting: April 11, 2007 Beth Eacker's house
Minutes prepared by Amy Pace
MOON Board of Directors
Meeting Minutes
February 21, 2007
Board Members Present: Marshall Burke, Charles Ganelin, Genevieve O'Malley Knight, Amy Pace, Debra Peters, and Bernadette Unger.
Approval of Minutes
The minutes of the January 30, 2007, meeting were reviewed and approved.
A question was raised regarding the dates of the WMUB Spring Membership Drive.
Treasurer's Report (Attachment A?)
The Treasurer's Report for January 4 through February 21 was reviewed and accepted. This time period included two Buyer's Group deliveries and pick-ups and three months of rent associated with the Buyer's Group. It also included two professional consultation visits.
Mars notes that Stuart now wants to see our monthly profit & loss statements.
The agenda was re-ordered to discuss the Timeline Review as an item of New Business.
COMMITTEE REPORTS
Finance Committee
The Board is given to understand that the Sprout Loan funds will be available to MOON when it is decided that they are needed.
Finance Committee members Marshall, Beth, and Amy are to begin work on the business plan.
Membership Committee
This committee includes Public Relations.
Spring Member Drive
Bernadette met with MOON member Kate Rousmaniere to brainstorm ideas for the dispersal of members during the door-to-door membership drive. The drive is scheduled for Saturday March 31st with Saturday April 7th and possibly April 14th as follow-up days. The plan is to designate "Precinct Captains" who are to be in charge of certain areas and of organizing the members who will have volunteered to walk those areas. Membership Committee members Genevieve, Amy and Bernadette will meet prior to the next Board meeting to organize the Member Drive.
Press Releases
One press release concerning Stuart's visit to Oxford has been prepared and will be released shortly
The next press release will concern our door-to-door Membership Drive/walk.
Brochure
Bernadette is in the process of getting bids from Paust Printers and (insert name of printer recommended by Carole Katz).
Billboard
There was discussion regarding whether MOON is in principle opposed to advertising on a billboard. The conclusion was to focus on other aspects of Public Relations and the Membership Drive before considering this form of advertisement.
Wrap-Up Celebration
Amy will set up a groovy event to celebrate the conclusion of the Spring Member Drive and the kick-off of the next Member Loan Drive. This pot-luck dinner event is to take place on April 22nd.
Site Committee
No report from the Site Committee.
Operations Committee
Beth and Marshall will communicate regarding the information for the CGIN site and password.
New Business
The agenda was re-ordered to reflect that item (d.) Establishing a Lit Drop subcommittee was addressed during the Membership Committee report.
The agenda was re-ordered to give the maximum amount of time to the Timeline Review.
Calling in Member Loans
Charles will draft a letter to those members who have outstanding loans and discuss with Susan.
Students offering help
The Board has been contacted by Ken Sterns, a Miami graduate student in English. He is a former Project Manager and is offering his assistance to MOON. Marshall will contact him concerning the duties of a Project Manager in order to help the Board draft a job description for our Project Manager.
The Board has also been contacted by Stephanie Bistritz, a sophomore Miami undergraduate majoring in environmental studies (not a graduate IES student as previously stated). She needs to do some community engagement for a class project and is very interested in organic farming and enthusiastic about helping MOON however she is needed. Genevieve will contact her for help with MOON's EarthFest booth and the Spring Membership Drive.
Timeline Review (Attachment B)
Charles met extensively with Susan who helped a great deal with the timeline revision, and thanks her for all her effort.
The timeline is now relatively accurate roughly until November of 2007, after which point it has not been thoroughly updated. This section of the timeline corresponds to Stage 1 of the stages presented by Eric Gessner (Attachement C?).
Additional comments regarding the timeline:
Charles - If members aren't willing to start working for this, then what the hell are we doing here?
Bernadette - Members will work when we give them specific tasks and we are now entering the time when we can do so on a large scale.
Quarterly calls with Bill Gessner - The agenda for these telephone calls should be prepared and e-mailed several days before the call. One of these calls should be compared with the Co-op Quarterly calls to determine if the Board needs/wants to continue both sets of consultations.
Next Meeting:
Scheduled for March 7th.
New meeting schedule proposed: Meetings every other Wednesday, alternating between Board meetings and committee working meetings.
The appointed hour being reached, the meeting was adjourned at 9:00pm.
Items on the agenda that were not discussed (all under New Business):
A. Review of Stuart's visit. What were the key points each member gleaned during his time here?
B. Review of the notes from the Gessner Workshop (was this covered sufficiently under the Timeline Review?)
E. Process for soliciting a new Board member.
MOON Board of Directors
Meeting Minutes
Tuesday, January 30, 2007
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
The Board decided to decline the offer of a 25K loan (repayable with interest) from the National COOP Bank "Sprout Fund." It was felt that we were not yet at the point where such monies could be spent appropriately. Moreover, we have received assurances that when we do need the money, it will be available.
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:
a. A newsletter
b. Newspaper ads
c. WMUB assistance
d. Assigning members to 3 or 4 person teams to canvas a specific area with
brochures and solicitations for memberships. The contentious discussion was
over to await member volunteers for such work or whether to presume that
since this is a COOP, members will be amenable to such an assignment. In the
end we decided the latter strategy would more likely succeed.
The next Board meeting is scheduled for Feb. 21, Lane Library, 7-9 P.M.
Minutes prepared by Rick.
MOON Board Meeting Minutes
Wednesday, January 17, 2007
Board members present: Marshall Burke, Charles Ganelin, Rick Momeyer, Amy Pace, Debra Peter and Bernadette Unger
Report on NCB banking questions:
Beth Eacker spoke with James Braun with NCB regarding our questions:
1. Clarification on maturity of proposed $25,000 loan maturity:
a. The funds can be used for consultants, legal, design, i.e the soft costs associated with work going forward
b. At the end of 24 month maturity, the amount borrowed will be refinanced out with NCB. It is a non-revolving line of credit.
c. The commitment expiration date of Jan 12 with loan closing of Feb 28 can be extended but not for more than 4 months. 6 is max. Otherwise, Jim would prefer to free up the funds for a co-cop that is farther along in the store opening process than MOON.
2. Discussion of borrowing w/o income to support debt service
a. 1st priority is membership
b. realistic store opening is 18 months
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
a. joint programming such as the Parks department teaming with the uptown Farmers market in applying for Parks department grants.
b. Teaming with the Family Resource Center as recipients of excess produce to the Resource Center which would sell the excess
c. Teaming up with OPRD would increase our visibility; OEFFA (Ohio Ecological Food and Farm Association) could offer educational opportunities and advertise via OPRD notices.
d. The idea of a community garden arose and Derek will look into it.
e. OPRD is looking for advertisers in their brochure and requests MOON to contribute. We consider trading spaces.
f. Educational proposal is 1st in learning about Co-ops in general and then specifically about MOON. The brochure would be for May to September. Deadline was Jan 22.
Marshall Burke reported on the Columbus Coop conference:
* 60 - 80 attendees. Put on by Ohio State Extension service with information on legal systems, food and safety, legal liabilities
2 seats are available on the MOON Board:
* Genevieve O'Malley-Knight was unanimously elected to fulfill the vacancy left by Diane Stemper, term ending in 2008.
* There is still an opening for the vacancy left by Susan Callan (term ending in October 2007).
MEMBERSHIP DRIVE
Membership efforts will consist of:
* MOON being a Day Sponsor of WMUB for $150. Motion approved. MOON was incorporated in May and Marshall will research available dates with WMUB
* MOON members will volunteer as a group at WMUB member drives - answering phones etc
* MOON will give Appreciation Certificates to past MOON Dinner chefs: Steve Friede of the Alexander House, Sarla Waikar, Marshall Burke, Ginny Thiell
* MU Continuing Education program director and OEFFA to do a program on organic farming: 6 sessions starting March 7th.
* Create more opportunities to speak to groups - suggestions included ILR, Speaker's Bureau
LOGO Approval
* Board approved new logo by Carol Katz who will formulate the brochure
* Get bids from Paust printer, initial request for 3,000 and a bid for increments of 1,000
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
Wednesday, December 6, 2006
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
Vice President: Charles
Secretary: still in discussion
Treasurer: still in discussion
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
Nov 1, 2006
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:
10-10:20 AM Agenda Review, Introductions, Desired Outcome
10:20-11:20 The roadmap to creating a food co-op in your community
11:20-noon Sources & Uses Budget
12:20-1 Lunch break on-your own
1:00-1:30 Roles & Responsibilities: Designing an effective process for MOON Co-op
1:30-2:15 Priorities and Next Steps: Creating an Action Plan
2:15-2:30 Wrap-up, Summary, Evaluation
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.
ANNUAL MEETING MINUTES
October 25, 2006
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.
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
MOON Board of Directors Meeting
September 6, 2006
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
MOON Board of Directors Meeting
August 17, 2006
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
MOON Board of Directors Meeting
July 11, 2006
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)
- INCREASE THE NUMBER OF MEMBERS
- talk to other co-ops for suggestions
- 500 members needed for bank loan (start-up)
- led by a team of 4 core MOON members (non-Board), with Rick as liason to the Board
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
MOON Board of Directors Meeting
June 26, 2006
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
June 6, 2006
Members Present - Debra, Steve, Amy, Bernadette, Rick, Linda, Susan, Sharmila
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).
How big a store
- Need clarification - Pete Davis
Our fundraising potential
- Previous members loan drive raised $47,000 of which $14,000 came from board members
Investigate how small
Growing Buyer's Club
- Literature at dinners
- Training
- Mentoring
- Link member with BC
- Explain how it helps MOON
- *Explore space alternative
- Staff for larger orders
- Restaurants could order through BC
Expand Geographpy
- Identify members from outside Oxford
- Newspaper ads
- Internet
- Host a dinner in another town
Organization: Speakers bureau, letters
New brochures
- Sustainability
- Local food system
- Impact on children
Commercial contracts
University departments for new members
More dinners: membership boost
Need more help
* Create membership team
2005 membership drive ID standouts
Strategy to involve new members
Growing Hispanic population
Create rewarding jobs
Use students for PR
** Design the job, don't do the job **
Next meeting - Monday, 6/26/06, 7:15 - 9:00 pm at the Lane Library
Respectfully submitted, Linda Simmons
MOON Board of Directors Meeting Minutes
May 10, 2006
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
April 23, 2006
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
April 4, 2006
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
March 20, 2006
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
February 7, 2006
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
January 22, 2006
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
3. population growth
2. population
4. buying power
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
January 8, 2006
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:
-Site is already zoned mercantile (that is what is needed) -change of use is needed from single occupancy to double occupancy -Everything "new" that is done, such as plumbing and electricity, needs to be done at current code -utilities will need to be divided for double occupancy -parking and separation wall will need to be addressed
Scott will draw up a proposal as to what renovations are needed. The Site Selection Committee and Scott will plan to meet with the potential landlord to share and discuss the proposal.
Still needed:
-environmental appraisal
-survey of property including utility and topographical information
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
December 28, 2005
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.
Environmental Assessment
Architectural Renovation Plans and Subcontractors bids
Resolution of Market Study concerns
Business Plan and determination of MOON’s profit/nonprofit status
Insurance (general and D&O)
Building and Zoning permits
Determine terms of the Lease (include contingency for financing)
Second Member Loan Campaign.
BACKGROUND INFORMATION:
The National Cooperative Bank required the following for a $75,000 bank loan:
Business Plan
Market Study
A minimum of 125 members
Member Loans of $50,000
Member Loan Program Structure:
MOON structured the Member Loan Campaign based on advice from Laddie Lushin
Participants pledge a specific amount they will loan MOON and specify the terms of the loan
The pledges, known as subscriptions, would be called in as needed. (Bill Gessner does not prefer this structure because ~10% of the subscriptions are normally uncollected.)
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:
We are being severely limited by having different state and federal status
It is important that the store be financially stable and a viable business. The perception and flexibility advantages of a for-profit business will probably benefit MOON
At this time, for-profit status appears to be the most appropriate. However, more information is needed
Susan will seek legal advice regarding what alternatives exist in Ohio law that will enable us to meet our goals while maintaining Patronage Refund and Capital Certificates.
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
12/18/05
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.
It was decided to ask permission to make an announcement and pass out brochures at the MOON OEFFA program on Jan. 23. Once a year, IES brings in a speaker that MOON helps sponsor. The speaker is John Obrycki, and will be held in Boyd Hall (Western Campus) at 7:00 pm.
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
MEETING MINUTES
November 30, 2005
Lane Library 7-9PM
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
Officers are responsible for assuring the responsibilities of the office are completed.
PRESIDENT---Susan
Prepare Meeting Agendas and Timeline
Facilitate Board Meetings & Annual Meeting
Serve as Primary Contact
Outreach
VICE PRESIDENT-- Bernadette
Fill-in when the President is unavailable
Assist President as needed
Monitor Subcommittees
Oversee Annual Report and Meeting---w/ committee
Oversee Dinners ---Amy
SECRETARY-- Diane
Store and Maintain Documents & Archives
including pertinent e-mail-
Record and Distribute Meeting Minutes---Linda
Maintain Website---Member?
Submit Board’s update to newsletter---Linda
Mailings (Dinner invite, Ballots, Newsletter, etc.)
---Member, Joanne McQueen
TREASURER—Debra
Membership
Recruit & Maintain List---Rick
Issue Certificates---Amy
Submit Quarterly Reports
Liaison with Buyers Club
Pay Bills and Taxes
Liaison with CPA, Pete Abner
Develop budgets for Grants
Maintain and Manage Safe Deposit Box
Maintain accounts:
Buyers Club, Checking, Savings, Member. Loan,
NCB Member Certificate Acct., NCB Cert of Deposit
When Committees are created the following factors will be determined:
Responsibilities
Independent authority & what decisions will be brought back to the Board
Budget
Expectations of reporting to Board
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
November 9, 2005
7:30-9:30 Linda’s House
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 :
Parking/circulation
Location
Renovation/Layout
Site prep costs
Rent
Size
Loading facilities
Curb appeal/façade
Landlord
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.
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:
MOON Cooperative Services, Inc.
Inflows $20,520.36
Outflows $18,412.48
Overall year total $2,107.88
Checking account balance $2,107.88
MOON Buyers Club
Inflows $35,394.75
Outflows $38,108.45
Overall year total ($2,713.66)
Checking account balance $1,190.99
Member Certificate Account $18,645.32
Member Loan Account $5100.61
TOTAL MOON ACCOUNTS $27,044.80
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:
Leasing vs. ownership?
What is the expansion potential?
Is the parking adequate for the square footage and volume of business?
Is the future landlord reasonable, flexible and interested in our success?
What is the value of “face appeal”, synergy, proximity, etc.?
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
October 16, 2005, 3-5PM, LCNB
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
Wednesday, October 5, 2005
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
7:30 Business Meeting Introduction and Welcome: Harv
Progress Reports ~Financial: Amy
~Membership: Rick
~Storefront: Steve
Board Candidate Request: Amy
Bylaws Discussion and Vote: Susan
Closing the Business Meeting: Harv
8:00 Introduction of CS presentation: Charlie (?)
8:30 Voting Results: Susan
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
Delivery: October 31 or November 1 to be announced
Minutes prepared by Debra.
MOON BOARD MEETING MINUTES
Wednesday September 14, 2005
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
MOON BOARD MEETING MINUTES
Wednesday August 17, 2005
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
July 25, 2005
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 CD