Rainbow Whole Foods Grocery, Inc.

Board of Directors Meeting

5:31pm December 15, 2005

Board Members Present: Luke Lundemo, Barbara Scobee, Amy Breckenridge, Karen Parker, Nicole Jenkins

Absent: John McNeal, Ann Herlihy

Also present: Steve Whitlow, Bruce Fraiser, Domini Bradford, and Daniel Johnson

A quorum was present.

Minutes Approved: The minutes of the November Board of Directors meeting were approved.

Member Input: Domini Bradford gave a short talk about her position in leaving High Noon Cafe.

Managers Report: Steve reviewed the written reports that had been previously distributed to Board Members. He also discussed changes in the personnel in the cafe and Rainbow. Diane has resigned and Todd has moved to the cafe. He also discussed other management moves in personnel.

Financial Report: Barbara Scobee distributed several financial reports for the month of November. She reviewed our statement of cash flow, break-even analysis and profit and loss budget overview. There was a discussion of inventory turnover. We discussed HABA, pets, beer and culinary having a slow turnover. Review of budget brought up questions of no money allocated so far for charitable contributions and community outreach. There was a discussion that it would be a case by case situation. There was a unanimous vote agreeing with this. Steve and Daniel are to find a proposed date for the annual meeting.

Luke passed out a contact sheet and proposed that Karen, Amy and John are up for reelection in 2006 and Nicole in 2007. Voted on and approved unanimously.

Committee Reports:

By-law Committee: Nicole passed out a proposed bylaw change form. Voted on and passed.

Amy presented a report from the cafe committee. There was continued discussion about progress toward having consultants come to reevaluate accounting for the cafe. Karen agreed to contact someone who may be able to help without being too expensive.

Community Committee Report: Daniel gave a presentation concerning Rainbow's role in the community as a co-op and how it is unique. He also passed out an art work display at High Noon Cafe outlining a way to handle art in the cafe. We also reviewed Co-op vs. Standard Business Model. Review of the Co-op roles in the community.

A motion was made to adjourn. This motion was seconded and passed.

Meeting adjourned at 7:20pm. Minutes recorded by Amy Breckenridge and submitted by Ann Herlihy