Chicago Market July 2018 Board Meeting Minutes

Lakeview Pantry
Minutes: Emily
Present: Emily, Dana, Sofia, Dan, Edward, Anthony, Lee, Grant, Ankit, Kelly, plus three guests - Mark Dawson, Joel Morales, Ellie Schermer

1) Welcome and ice breaker (Dana)
-Grant thanked Linn and Jen, two Board members who have been with Chicago Market and have done amazing work and are resigning from their positions.

2) Other agenda items (Grant)
-Everyone should comment on Ankit's policy governance post.
-Everyone should look at his post re: FCI
-Thank you to Dan and Site team for getting us three major contracts signed with designers and consultants. Grant is going to seek help to clarify the process for entering into contracts going forward and utilizing our Legal team.

3) Finance report (Edward): Edward has posted the most recent version of the short term cash flow. We're on track until September, when the OLC cash should start kicking in. We have decided to utilize Bridgeview Bank. Having our bank in place puts us that much closer to being able to start the early part of the OLC. Ankit asked if there were any expenses we could push back if we needed to. Dana reminded us to look again at the upcoming project management and GM search costs, and revisit our consultants at CDS.  Lee walked our guests through the consultant process and what we've done with them so far.

4) Progress check-ins:
-We are moving forward with finalizing agreements with the CDS consultants.
-Ankit is working on the TIF application and timing, as well as applications for other funding sources. Site is working on getting more accurate build out costs.
-GM hiring team has gained some new volunteers with HR experience and will be meeting in the next few months.
-Legal: OLC prospectus is done, and just needs some updates to the marketing aspect. Anthony will be reaching out to some attorneys we've worked with in the past for some upcoming work,
-MORE: we're at 1244 Owners! MORE team is ramping up events and needs more volunteers to execute them. Some current volunteers are stepping up and claiming projects as their own, which is key. The My Buddy's event was super successful and we'll be repeating that soon. A guest at our meeting asked if we ever table at north side farmers markets, and Dana explained what events we'll be at this summer. There are tons of events we could be at, but it comes down to needing more volunteers. Anthony and Grant need to finalize plans for Gerber window signage.
-Wilson Underline: Kelli will step into Jen's role as one of the Board liaisons to the Wilson Underline project along with Sara. They're making progress towards getting the messaging down to start promoting. Martin from Uptown United thinks we should shoot for up to 3,000 visitors.
-Elections: new deadline for applications is Friday, July 27th. Grant asked if anyone had tips for better new Board member onboarding. The buddy system has been useful in the past.
-OLC: Sofia just got the first proof of the OLC materials and formed a relationship with a local printer. She reminded the Board to remember their commitments to the OLC.
-Site: is working on an itemized list of construction costs for TIF applications. We also just secured a relationship with our Owners Rep, Paul Claussen. Dan is in contact with the CTA to secure building drawings. The Site team is working to form a committee to keep the building clean, and Dana wonders if we could seek resources from the SSA. Dan and Greg are finishing up the environmental reports.
-Policy governance: Ankit is gathering comments on the documents and will either make revisions or take us to voting. Anthony explained where we were on the language about Board members seeking employment.
-Annual Owners meeting: Grant outlined the program for the day. Dan will go over Site stuff and progress. Sofia will speak to OLC. Grant will speak to community relationships. All Board members will help answer questions. Ankit and Greg will help speak to other funding sources. Lee will speak to timeline. Annett will speak to volunteering. Sofia is going to invite Martin to guest speak. Emily will speak to elections and bylaws and introduce candidates. Dana will make candidate badges. Sofia suggested maybe Ben could film Owner testimonials.

5) Bylaws (Emily):

-3 round of changes (from Bylaw Suggestions)

-1st amendment - "Ownership is granted when someone has paid than not less than 1/2 the share value..." but that is not in line with what we've been saying in person or doing; we've always said the installment plan was to get people in the door as Owners with full rights and treat them as such after the first payment

-Suggestion to amend 3.4 to reflect that fact and state instead first installment

-Anthony's suggestion is to state a minimum of $25 as that is the lowest amount of an Ownership at that time; Anthony can also add language for if we launch an ownership program that is at a discounted rate given ability to pay

-Lee feels there needs to be a note in the bylaws that captures what happens if someone doesn't complete their payment plan in one year

-Discussion about Good Standing definition; noted that lacking in Bylaws (could be added in 3.6) and needs to be defined

****note to revisit language in 3.6

-3.6.5 will be where we add what happens if payment plan completion failure

-2nd amendment - "5.2.1 - candidates for the board need to be Owners, but doesn't specify if they need to be the Owner of record" but bylaws highlight household rights so need to clarify distinction

-Proposed language change: "all directors shall be an owner of record in good standing" and make clear that owner of record can be changed at any time

-3rd amendment - terms of directors end June 30th which falls before the period of which we are allowed to hold elections so would like to change this to be at the completion of voting

-Clarification that when completed voting is specified elsewhere (an annual meeting of owners shall be held within 60 days of close of fiscal year)*** happens here, it's fine 

-Proposed: "at the completion of voting for the board of directors, which commences at the end of the meeting and ends after ***" Anthony will figure this out.


6) Timeline (Lee):
-Lee walked us through updates to the timeline. 
-Dan indicated that the CTA review and approval will be actually be happening earlier and interspersed throughout the design phase.
-Our new Owners rep will have a lot to say about schedule and will give us a lot of information that will affect the timeline.

7) Discount Ownership structure (Anthony):
-We get frequent emails from the community asking how we're going to be inclusive of the community. Lots of co-ops have different ways that they bring in lower income folks or those with limited means.
-One of the questions is who specifically we're targeting for this program. One way co-ops do it is having potential Owners "prove" that they qualify by providing documentation that they're on any number of various aid programs. A second way is to have blanket categories (ie, students, senior citizens) that qualify. A third way is to have people self-identify as needing a reduced rate Ownership.
-Anthony talked about our options for engaging students specifically, given our proximity to Truman College. One of our guests spoke to how valuable a strong student demographic will be for us.
-A more difficult question is what a discounted membership does. Some co-ops have discounted memberships that don't earn refunds, some do gift or scholarship Ownerships that have full voting rights but limit the number available.
-You could have folks pay a small amount up front and then have what would be their patronage refunds go back to build their equity. Another option is to not offer scholarships, but discount cards. This was not a popular option.
-Anthony is going to put a suggestion to the Board that combines the best parts of the options he presented. We also talked through timing options. In general the consensus is that we want to roll this out sooner rather than later, but we could consider the timing of the school year if we roll out a separate student program.
-We need to keep in mind that when we launch any program, it may artificially inflate our numbers.
-Our guest brought up the suggestion that we reserve a spot on the Board for Owners with discount Ownerships.


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