Rainbow Board Meeting Minutes

January 17, 2008

Attendees: Luke Lundemo, Ann Herlihy, Michael Goggans, Barbara Scobee, Joy Adams, Leo Huddleston and non board Members Steve Whitlow Bruce Fraiser, Kenny Strehl, Pattie Kurts-McGee, Amy Breckenridge, Bexx Hale, Doug McBride, Kat McGee, Nicole Luna, Domini Bradford, Doc Mendel, Hunter McGee, and Keri Ross.

A quorum was present.

The meeting was called to order at 5:55 pm.

Approval of Minutes: The minutes from the December Board meeting were approved.

Member’s Input: Kat McGee has a written statement that she reads to the board. This written statement concerns her recent termination by the general manager. Patti Kurts-Magee also spoke concerning Kat’s termination and Doc Mendel addressed a few remarks to Steve Whitlow. The allotted fifteen minutes for member input was surpassed.

Manager’s Report: Steve Whitlow presented the manager’s report. The highlight of December is that there was a strong month in sales. Rainbow sales were down 1 percent but they were up 26 percent when compared to December of 2006. The average purchase amount tops $24.00 for the first time. The average Monday through Saturday sales remain above $11,000. The HABA department set a new all time record with over $32,000 in sales. Payroll vs. sales continues to look good with 24 percent overall and 20 percent in the Grocery. The active membership tops 3,600 which is up by 35 percent over last December.

Steve also reported that we have begun a new business partnership with Adam’s produce which is a small regional wholesaler with a local distribution center. Our produce will have a 4-7 days longer shelf life on average than with our other supplier, Albert’s.

Financial Report: Barbara Scobee presented the financial report. She reviewed the Profit and Loss, Statement of Cash Flows and Balance Sheets. There was discussion of the employee bonus plan and how it was decided and implemented.

Old Business:

Update on lease –There is no signed lease as of yet. We are still waiting signatures on the lease to be returned to us. Bruce Fraiser has the name of the loan officer at Trustmark and is going to call Trustmark to check on progress on the loan application.

Storewide purchasing criteria: Luke passed out a proposal to distribute to the department managers. There was some discussion and this was approved.

Plaza Renovation: still on hold until the lease situation and bank loan is resolved.

Annual Members Meeting: Many dates for the Cedars are not available. Luke to call the Cedars and secure the date for the meeting. There was discussion about the sequence of events that must be followed before the annual meeting.

Rainbow Legal Structure: There was continued discussion about the legal structure of Rainbow. Under a Agricultural Association the founders are to be farmers and the members are to be farmers. Rainbow as it is currently organized does not meet either of these criteria. There are several other ways to restructure. Rainbow can organize as a consumer cooperative in another state (Mississippi does not currently have laws allowing formations of consumer cooperatives). Another option would be to own or lease land and do some organic farming. This would hopefully be educational also. A third alternative is to organize as a for profit corporation in Mississippi and write our by-laws as if we were a co-operative. It was agreed to meet again next Tuesday to discuss this further.

New Business:

There was discussion about the Outreach Committee meeting. Luke and Daniel had a meeting to discuss a vision for an outreach coordinator.

An Executive Board Meeting was called for Board members only.

There was discussion about having a human resource person on board at Rainbow to assist in personnel issues. Steve and Bruce will be asked to give the board compete job descriptions. There was discussion of having a CEO along with CFO and CGM positions. This will be tabled to discuss at the special meeting called for next Tuesday. Steve is to have a moratorium on hiring and firing until the special meeting is held. .

Meeting was adjourned at 8:30 pm.

Minutes submitted by Ann Herlihy