Board Meeting Agenda - Co-opportunity

CO-OPPORTUNITY CONSUMERS COOPERATIVE INC.
AGENDA BOARD OF DIRECTORS MEETING
MAY 16, 6:00 P.M.
The agenda is set by the Board President in consultation with the other Board Members and the
General Manager and includes:
I. Call to Order 6:00 p.m.
II. Ends Policy 6:00-7:30 p.m.
1. NCGA National Meeting Summary (Growing the sector) 15 min
2. Culver City: Planning updates, discussion and decisions 45 min
a. Decisions based on “Culver City Board Motion” document.
3. Strategic Member Communication (Board discussion) 30 min
a. Theme: Creating a platform and plan for strategic member communication.
b. Discussion question (RE: External Communication): What are the important
aspects of the impact we make that we want to highlight as we think about and
work on growth and ongoing development?
membership)
c. Key Impacts:
i. More co-op jobs
ii. More local farmer support
iii. More community access to co-op products and services (including
Ends Discussion Summary Worksheet
Ends Discussion Follow-up
7:30-7:40 p.m.
7:40 -7:45 p.m.
Newsletter article assigned to:
Next Ends Discussion topic:______________
III. Confirmation of Preparation by Board Members 7:45 p.m.
IV. Approve/Ratify 7:50 p.m.
Minutes of March 21, 2012, approved via email dated April 3, 2012.
Excuse the absence of Michelle Jacobson at the March 21 board meeting.

Co-opportunity
Agenda for Board Meeting
May 16, 2012
Page 2
V. Monitoring Affirmation
“The Board accepts /does not accept the GM’s interpretations and supporting data to
demonstrate accomplishment/compliance with a reasonable interpretation of the applicable
Ends and Executive Limitations policies.”
A. GM Monitoring Reports 7:50-8:05 p.m.
L2.3 Treatment of Staff
L2.4 Compensation and Benefits
E1
Ends
General GM Question & Answer
B. Board Monitoring Reports – None Scheduled
V. New Business 8:05 p.m.
A. Board Budget – Treasurer, Dean Kubani
Approve board budget for FY 2012-13.
B. CCMA – June 14-16, 2012, Philadelphia, PA
Attendees: Carl Fredlin, Jens Koepke, and Steve Bornstein
C. Set Election Dates: Nominating Committee (see motion at end of agenda)
Board Members with terms ending 2012:
1. Lynn Dickinson
2. Bernie Estafen
3. Michelle Jacobson is retiring from the board at the end of her term.
VI. Member Input/Prospective Board Member 8:25 p.m.
VII. Critique and Announcements 8:30 p.m.
A. Next Board Meeting: Wednesday, July 18, 2012, 6:00 p.m.
B. GM Monitoring Reports for next board meeting:
L2.5 Financial Condition and Activities
L2.6 Fiscal Planning & Budgeting
E1 Ends
C. Board Monitoring Reports
GP4.13 Governance Investment
IX. Adjournment 8:30 p.m.

Co-opportunity
Agenda for Board Meeting
May 16, 2012
Page 3
The nominating committee submits the following motion:
WHEREAS, self-nomination period is open from June 1, 2012, to July 31, 2012;
WHEREAS, the nominating committee has met and decided upon the proposed
Director nominees to be submitted to the Board in conformity with the relevant requirements for
the three general seats to be elected:
Record date for election: July 1, 2012
Mail ballots: September 1, 2012
Ballots must be received by: September 1-30, 2012
Election counting date: October 1-7, 2012
BE IT FURTHER RESOLVED that the following persons are nominated for
election as directors and shall be placed on the ballot:
1) Lynn Dickinson
2) Bernie Estafen
3) Vacant Seat (replacing retiring board member, Michelle Jacobson)

Co-opportunity
Agenda for Board Meeting
May 16, 2012
Page 4
MOTION #1
I move that the board give the GM authorization to enter into a real estate lease agreement for the
purposes of expanding to a new store in Culver City. The authorization is contingent on three triggers.
Key approval triggers and board verification methods:
1. Pro forma and project receives Bill Gessner’s approval
b. Memo from Bill stating his opinion that a final pro forma is feasible. Bill also states he believes
we are ok to move forward with project. Bill also stating it is ok to enter into lease agreement based on
attorney’s final approval and attorney-recommended contingencies.
2. Lease attorney approves final draft of lease (with key contingencies included) and gives
ok to sign lease.
MOTION #2
a. Memo from Paul Enriquez stating his opinion that is is ok to sign final version of lease.
I move that the board authorize the GM to formally negotiate, obtain and commit to financing for a 2nd
store project. This amount shall not exceed $__________ (tbd)
Key approval triggers and board verification methods:
1. Debt incurred (loan amount) approved by Bill Gessner
Memo from Bill stating his opinion that incurring this debt is in line with approved pro forma
and project budget .
2. Lease attorney approves final draft of loan agreement and all loan documents.
MOTION #3
Memo from Paul Enriquez stating his opinion that is is ok to sign final versions of loan
documents.
I move that the board authorize the GM to obtain member capital through
Member loans
Preferred shares
Increasing Class A share investment total to $300
Key action steps and board verification methods:
1. Bylaw amendments
Memo from Therese Tuttle (co-op attorney) detailing recommended bylaw amendments
needed to position co-op to raise member capital.
2. State and Federal Filing.
Memo from Therese Tuttle detailing steps taken with State and Federal agencies to position
co-op to legally raise member capital (member loans and preferred shares).