Annual General Meeting Minutes

ISLAND ROOTS MARKET CO-OP Annual General Meeting Minutes
 
Date of Meeting Friday, October 12, 2012
 
Location: Activity Room #1, Bowen Road Complex, Nanaimo, BC
 
Board Members Present: Larry Whaley, Chris Semrick, David Weston, Dirk Becker

1. Call to Order
The meeting began at 7:32pm with Larry Whaley, current President, as Chair. The
agenda was presented by data projector for members to review.
 
2. Membership Report
The total eligible members to vote if all present is 65, of this 21 were present. As
per the structure of the Cooperative Act, the first AGM must be held within 3 months
of the incorporation date. The Chair also explained that in order to be eligible to
vote and run for office at this meeting you must be member for 30 days prior to the
meeting. Explanation of quorum as 10% of eligible voters was provided. The 21
eligible members present constitutes a quorum.
 
3. Director’s Report
Larry Whaley provided the background of the how the idea of a coop started last
November during the Occupy Nanaimo movement. He explained there was
discussion at that time around the following question: What do people what to do
with their futures? The resulting answer was that many wanted to farm. Further
thought of how products would get to market and how farmers would make a living
started the discussion of starting a coop.
 
 Meetings were held at the Pacific Gardens Co-housing building and ensuing questions
were around job creation and fair wages. Local Roots Cooperative website was
referenced as a model of what the group wanted in Nanaimo. A lengthy planning
process started to design a cooperative inclusive of consumers, producers and as
well workers. The standards for a living wage in the community were estimated at
$16.25 per hour. Contributing time to the coop is payable in shares based on this
rate.
    
  The market concept for Island Roots is for each farmer/producer to have their own
area that they stock as required. The coop will provide the building and staffing to
deal with sales. Producers are not required to be at the market while it is open
which allows them to grow/raise/produce their goods. The producer pays rent on the
space and sales go through a central cashier at the market location. The producer is
then paid every 2 weeks based on their sales.
   
 Further planning lead to reserving a name for the coop and a memorandum of
association. Larry read the memorandum of association for the membership.
 
Question: What are the parameters of locally produced?
 
Answer: Parameters are not yet defined but expected to be on the Island and
Gulf Islands as local and on the mainland not local – Larry Whaley
As close possible – Dirk Becker
 
4. Financial Report
  
Claudette Dodd, Secretary/Treasurer, presented the Income Statement and Balance
Sheet for the period up to October 11, 2012. As the operations for the Island Roots
were limited due to just starting, activity on the financial statements was minimal.
The majority of activity was membership revenue and in-kind services.
 
Question: Is there a cap for the amount of time Directors can work for shares?
Is that something that should be voted on?
 
Answer: There is no cap, there is no maximum, there are reasons why the
Directors might want to say stop at $1000 to be discussed later. The
Directors to date have not received any shares for work done and have
no expectation of receiving shares for past work. The living wage of
$16.25 has gone to service providers not directors – Larry Whaley
Larry informed the members that Claudio Addis, CMA, has also not received any
shares for his work to date. He has participated as a volunteer and has done a
review of the books without audit and confirmed that the financial statements do
represent the business dealings of the co-op to date. It was not feasible at this time
to do an audit as the cost is not known and there was such a small amount of
transactions.
 
Question: How many shares are represented by the services in kind?
 
Answer: 206 shares are represented by services in kind – Claudette Dodd
 
Question: Can the shares be redeemed for cash?
 
Answer: Yes they can be redeemed eventually. If the coop makes money or if
you leave the area and can no longer use the services are the reasons
shares can be redeemed. The Director will then approve the request
for redemption and have 2 years to make a decision.
 
Question: What are the services in kind?
 
Answer: General overview for services in kind were provided – Claudette
 
Question: What are the start up costs?
 
Answer: There is no definite number at this time but the expectation is $50,
000. And that is not to operate, that is to buy fridges, coolers, shelves
etc. This is a wild guess, uneducated guess. The freezers, coolers etc
will then be rented to the producers. The $50,000 does not include
the lease or operating costs for the year. Claudio Addis provided a
first year operating budget of $78,000. These amounts do not include
the purchase of a building – Larry Whaley
 
Question: What ideas do you have for fundraising and location of the market?
 
Answer: Larry made reference to posters displayed in the room “Coops succeed
when”. The points on the poster were read and discussed. Balance is
needed between producers, consumers and workers. Explanation of
the share structure and encourage members to be come life members.
Currently using a voluntary appeal for membership beyond $10.
Granting organizations will match the project based on what the
membership has provided. Potential depends on the commitment and
seriousness of the membership – Larry Whaley
 
Question: How can the market stay competitive?
 
Answer: There will be no price fixing, producers have to set prices according to
their situation.
 
Question: How will you keep supply when the producers stop producing?
 
Answer: Eating seasonal, preserving and knowing that only some items will be
available – Chris Semrick
 
Once facilities are created, farmers will have the means to move
product thus the market. Creating facility, community and meeting
place through this means – Dirk Becker
 
Question: How will you police the products coming into the market since the area
is all of Vancouver Island & the Gulf Islands? Will it be dumping, what
is the source of the product?
 
Answer: We are going to limit that based on space as outlined in the operating
budget. The budget is based on 50 spaces for vendors. Vendors will
also be required to sign a contract.
 
Question: What is the role of education to the consumers and general public?
There are 2 issues, one is membership drive as the farmers markets
are ending and the other is the seasonality of food and expectations.
There is a huge disconnect with the general public.
 
Answer: That is something that has been discussed. We will make an effort to
educate the public, how it is done is not yet determined – Larry
Whaley
 
Membership will grow on its own, media and social media is being
used, in the future the market could be social hub for the public
offering workshops on preserving etc that will address the issue above
- Chris Semrick
 
Question: Will the Coop be a distributor?
 
Answer: One step at a time – Larry Whaley
 
5. Accountant’s Comments
 
Larry read a statement received from Claudio Addis previously.
 
6. Appointment of Auditor
 
At Larry Whaley's suggestion the meeting agreed to waive the appointment of an
auditor leaving the director's with the option of selecting an auditor or having the
booked reviewed as opposed to conducting a formal audit next year. Claudio Addis
will continue to review books.
 
Living wage has not been calculated but with consideration of similar communities,
the living wage for Nanaimo is estimated at $16.25.
Director’s remuneration is explained as being set at 1.5 x the living wage. If the
Directors are to be remunerated it must be passed at a general meeting. No one in
the organization can make more that 3 x the living wage per the organization rules.
Recommendation to set the remuneration at 1.5 does not pass as it was not on the
agenda. Proper notice will be provided for this matter to be voted on by the
membership.
 
7. Market Location Report
 
Currently, the plan is to lease and not purchase at this time. There were 58
locations between Rutherford and Townsite. Eight properties were shown and
explained by Chris Semrick. Consideration for size, bylaws and zoning classification
are significant factors. It will likely be a destination market.
 
Question: Should the property allow for growth so you don’t have to move often?
 
Comment: It is possible to start this initiative, have to start somewhere, don’t put
up barriers at the beginning with moving, size, costs etc.
 
8: Consideration and Approval of Actions of Directors
 
Motion: Approval of the actions of the Directors to date.
Carried.
 
9. Board Elections
 
Larry Whaley explained the number of directors to be elected, process and eligibility
of voters. Previous to the meeting, 5 members had put their names forward for
nomination. They are:
Peggy Burkosky, Dirk Becker, Chris Semrick, David Weston and Larry Whaley.
Claudette Dodd then ran the nominations and elections. There were 3 nominations
from the floor:
Isabelle Morris, Claudette Dodd(declined) and Rosalind MacKenzie.
With the maximum amount of seats filled no election was required. All nominees
were appointed by acclamation.
 
10: Question & Answers
 
Discussion ensued about dates, times, labeling, container types and shoplifting.
Collaboration between farmers could mean more variety of products for consumers
and better sales for all.
 
11: Other Business
 
Isabelle Morris provided a lovely produce basket for the meeting. It was decided to
do a live auction for the basket and donate the funds to the coop. With many smiles
the basket provided $40 for the coop.
 
12: Adjournment:
 
The meeting finished at 9:43pm.