Veg Fruits Unity

Minutes of September 11, 2012 Board Meeting

Eat To Live Food Cooperative
South Side Communications Center
2331 S. Salina St., Syracuse NY 13205

Minutes of September 11, 2012 Board Meeting

Board Members Present: Naqia Edwards, Howie Hawkins, Baye Muhammad, Shirley Rowser
Board Members Absent: Yaschia Kinsey
Syracuse University Law Clinic Students Present: Tess Frame, Tyler Mullin
Others Present: Joseph Bryant, Sam Eschenbremer

Next board meeting: 6:00 pm, Tuesday, October 9, 2012
Membership Meeting: 6:30 pm, Tuesday, October 9, 2012

All decisions were made by consensus unless otherwise noted.

1. Approval of Minutes

Minutes of the August 14, 2012 board meeting were corrected and approved.

2. 2012 Membership Meeting

The Membership Meeting was changed to Tuesday, October 9 at 6:30 pm at the South Side Communications Center so that the co-op can adopt the proposed Bylaws after the Certificate of Incorporation pending before the Secretary of State is approved.

The October 2012 Board Meeting will take place at 6:00 pm on Tuesday, October 9 with the agenda of making final preparations for the Membership Meeting.

The Membership Meeting Agenda will include:

  1. Progress Report on Co-op Development. Naqia Edwards will update the written report produced in March.
  2. Construction Progress Report: Joseph Bryant will present this report.
  3. Adoption of Bylaws
  4. Election of 2013 Board

3. Committees

The Board reviewed existing committees and their members:

  1. Membership Development – Naqia Edwards, Howie Hawkins
  2. Website – Yaschia Kinsey, Naqia Edwards, Howie Hawkins
  3. Marketing – Naqia Edwards, Shirley Rowser

4. Store General Manager Search

The board discussed preparing for the search for a store manager. Baye Muhammad and Shirley Rowser will talk to their contacts who recruit managers. The CDS consultants are preparing an operations plan that will include a store general manager job description.

5. Business Plan Development

CDS Consultants are providing the following:

  1. Pro forma financial projections
  2. Business plan narrative
  3. On-site training with staff on Point of Sale and inventory maintenance software

They have worked on the financial projections and are turning to the narrative next.

6. Membership Promotion

The board discussed upcoming opportunities to recruit new members.

Naqia Edwards will do Store for a Day on Saturday, August 18 with vegetables from the Jubilee Homes Urban Farm Project.

Howie Hawkins reported that Syracuse United Neighbors (SUN) would like presentations at their neighborhood meetings. The board agreed to follow up on this in the Fall.

The board agreed that each board member should recruit new members. Various goals were suggested without reaching a conclusion.

7. Cafe Space in the Co-op Store

The board discussed a draft concept paper prepared by Naqia Edwards. The board agreed that the space should focus on doing a few things well, probably coffee, health fast food, and frequently purchased items.

8. ArtRage Food Justice Film Series

Co-op members volunteered to attend the following film showings and discussions that are co-sponsored by the co-op:
Tuesday, October 23, 7:00 pm – Sam Eschenbremer
Tuesday, November 13, 5:30 pm – Shirley Rowser

Previous commitments made by co-op members for other film showings and discussions:
Monday, September 10, 5:30 pm – Shirley Rowser
Wednesday, September 19, 7:00 pm – Naqia Edwards
Tuesday, October 23, 7:00 pm – Yaschia Kinsey

9. Membership Certificate Policy

The board approved the revised membership policy which changed membership shares to membership certificate. The revised from is appended to these minutes.

Membership Certificate Policy

Adopted by the Eat To Live Board of Directors on March 13, 2012.
Revised by the Eat To Live Board of Directors on May 15, 2012.

This policy defines the equity investment required of members and how such equity may returned when a member leaves the cooperative, pursuant to the Bylaws of the Eat To Live Food Cooperative, which gives responsibility for determining this policy to the Board of Directors.

Membership Investment Requirement: $100. The $100 membership certificate shall be a refundable investment. The required equity investment shall be the same for individual, household, and organizational memberships.

Eligibility: Individuals, households, and organizations will be eligible to be co-op members.

Joining: To join the co-op, members will be required to fill out an application and pay at least $15. Of the initial payment, $10 will be applied to the members $100 certificate and $5 will be a processing fee. Members who invest the $100 for membership certificate upon joining will pay no processing fee. Maintaining membership shall require no additional fees.

Payment Options: There will be two payment options:

1. $100 Initial Investment: $100. Pay the full $100 investment for a membership certificate at the time of joining.

2. $105 10-Month Investment Plan: Pay $15 the first month and $10 per month for the next nine months. $5 of the first payment will be a processing fee. Members may make payments ahead of schedule at any time with no penalty.

Legal Status: The co-op’s bylaws, membership application, brochures, and other materials will clearly define membership certificates as property. Up two adults may be named on a membership and they shall hold that membership as “joint tenants”—that is, the membership shall be non-dividable property. Membership cards will be issued to all members as evidence of their investment in the co-op—one card for each adult named on the membership.

Fees: There shall be no fee for making an address or name change, or for adding or deleting a name from an household or organizational membership. A $5 fee shall be charged for replacing a membership card.

Repurchase: Membership certificates will be repurchased by the co-op only when it has received replacement capital. The co-op will total all repurchase requests at the end of each month and compare that figure to total new investments for the month. If new investments equal or exceed the repurchase total, the co-op will send checks to the terminating members. If not, the co-op will process requests in the order received, up to the total of equity received. In addition, there will be no repurchase of certificates until the co-op has completed one year of store operations.

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