Rainbow Whole Foods Grocery, Inc.
Board of Directors Meeting
5:40pm, May 17, 2005

Board Members Present: John McNeal, Luke Lundemo, Barbara Scobee, Nicole Jenkins, Ann Herlihy, Amy Breckenridge

Absent: Chris Winslow
Also Present: Steve Whitlow, Charlotte Lundemo, Jo G Prichard

A quorum was present.

Minutes Approved: The minutes of the Annual Membership Meeting and the last Executive Committee Meeting were approved as presented.

Election Results Certified: The board voted to certify of the results of the election of board members and the vote on the bylaw amendments from the annual meeting.

Recap of Rainbow’s Financial Obligations from the Chapter 11 Settlement : Barbara Scobee presented a detailed chart of how much Rainbow owes to which entities and the rates at which each obligation must be paid back and at what interest rates.

Managers Report : In addition to a several page written report for result in April, Steve gave updates on May to date. As of the end of day on May 16, this month was off to the best start of any month in the fiscal year with sales standing at $102,000. The lowest sales date in May is $5,690. The Members Day sales from last Saturday reached $10,912. With an efficiency change in labor hours, High Noon Café is now not only coming in profitable using the bookkeeping method we have been using for several months, it is now even breaking even when all the overhead charges are added (such as cost of space, utilities, workman’s compensation, etc.).

Steve also gave an update on criminal prosecution of former Rainbow employees. Carol and Arden’s prosecution cannot be pursued by Rainbow as we have received compensation in full from our insurance carrier (Zurich) for all documented losses. Action against the former cashier who took $21,000 is still being pursued and our attorney will be calling the case investigator for an update tomorrow.

Financial Report: The board received several reports from Barbara including a current Balance Sheet, a fiscal year to date Profit and Loss Statement, a Profit and Loss Statement for April, a comparison of April 2004 with April 2005, and a comparison of April 2005 to March 2005. This was the first reliable Balance Sheet the board has seen in more than two years. The Profit and Loss Statement showed sales to be on track to possibly reach 2 million/year for the first time in our history. Profit for the first 9 months of the fiscal year was a little over $40,000. With our annual obligation to creditors set at about that same amount for each of the next six years, we are establishing the momentum needed to accomplish the payment of our debts.

Board Training: Jo G Prichard from the Mississippi Center for Non-profits presented information about the kinds of training he and his organization can make available to Rainbow board, management and staff. Some of the training topics that might be of interest to Rainbow include: The roles and responsibilities of the board of directors, the relationship with the general manager, strategic planning (planning in the 3-5 year range), fundraising and community spokespersons. The creation of a board development committee was another possible topic of training. Such a development committee might be responsible for ongoing board training, but also to plan for board diversity in skills and demographics, then recruit board candidates and develop orientation for new board members. Other topics can be; exploring how board committees should function, the annual appraisal of the general manager, a regular self appraisal of the board, a review of bylaws ever 3-5 years. One proposal as a way to proceed with beginning some board training would be an hour or two session reviewing the ten responsibilities of the board including an assessment by the board of those areas of responsibility we take to be our highest priority and then schedule follow up training in those areas.

Bylaws: The board discussed methods of pursuing a complete review of the bylaws of the organization with the goal of presenting our recommendations as separate proposals to the membership at then next annual meeting. John McNeal will get a copy of standard bylaws to the board, each board member will read the bylaws and make notes on areas that were unclear or bylaw issues that need to be addressed. Before the next meeting we will share these assessments of the bylaws via email. Luke will research bylaws of other food cooperatives and distribute those to the board.

Next Meeting: The date for the next meeting of the board is Tuesday, June 21 at 5:30pm. On the agenda will be an update on work with the bylaws, election of board officers, selection of an executive committee and possible board training among other topics to be determined.

Meeting adjourned at 7:07 p.m.
Minutes submitted by Luke Lundemo