Farmers Market: Minutes 2007

Mendocino County Farmers Market Association

Annual Meeting Minutes

January 27, 2007

Caspar Community Center, Caspar

Secretary- Joanne Frazer

Edited by Operating Committee members

President Rella brought the meeting to order with an introduction of the market managers, officers, future of MCFARM committee members, and the nominating committee members.

Rella acknowledged and thanked everyone for all the time that they have devoted to MCFARM.

President=s report: Old business B Non-profit status. Rella and the Operating Committee spent time during 2006 investigating the idea of becoming a non-profit organization.

After looking at all the issues, because MCFARM has paid Market Managers on the Operating Committee, which could be considered the board, it was determined that it is not in MCFARM's best interest to go non-profit. For non-profits, no board member can be paid therefore eliminating our Market Managers as board members. It is important that Market Managers remain an integral part of the board, they have the best interests of their vendors at heart and they have their finger on the pulse of the markets

Rella stated we have a lot to celebrate. Our organization is 30 years old. It is self regulated, self administered, and self determined. Originally started in Ukiah, it gradually increased to markets throughout our county. Many people have given their hearts and souls to it without being recognized. It has been built on the work of people who gave it their all. Rella used an analogy likening our organization to teenagers who live in their parent=s house, with the President and Market Managers subsidizing the cost incurred by the organization. Rella had asked the Future of MCFARM committee to discuss "who we are?" "How are we going to function?" She said the committee was deeply divided. Rella wanted everyone to understand we are working toward long-term stability and in her mind that required a change in the structure of our organization. Rella stated that she was at the meeting instead of being with her husband in Hawaii because she felt there were so many important issues to decide on. We have to keep in mind three values while we discuss these issues: fairness, equitability, and honesty.

Rella went over the rules for voting. Every member gets one vote. We have a count of the number of members. We will be using a written ballot system. Everyone must vote by writing yes, no, or abstain on the slips of paper located in front of everyone. She asked while the votes are counted for everyone to be quiet and read their packet, which contains over 60 hours of work.

Rella asked Angela to count the number of voting members.

Rella stated she tried to prioritize items. We have a lot to go over. She said a timekeeper was needed in order to pace ourselves. Marbry was elected timekeeper by consensus. Each person would be allowed three minutes to give their views and when the maximum time is reached then the group as a whole would vote as to whether to allot additional time to the issue.

Agenda B It was moved by Winnie and seconded by Rob to approve the agenda.

2006 Minutes B It was moved by Gypsy and seconded by Lee that the 2006 Annual Meeting minutes be approved with a correction that the Office Manager=s report should read the contingency fund is $4,000 instead of $5,000. They were approved.

Financial report B Angela went through the packet. She explained the negative balance was due to the fact that any taxes we pay are not considered an expense. The negative balance reflected the need to not pay taxes, as we pay 25% on any profit. Because paid taxes are included in this profit and loss, we had to reduce the bottom line by that amount and also by pre-paying some 2007 expenses. In essence, MCFARM will pay no, or little taxes for 2006.

Rella gave a history of market manager=s payment. Originally, no one got paid. After 20 years, a small group said it was not fair to ask market managers to work without pay. Then 15-18 years ago, liability insurance was added. Then it was decided to waive the market managers= stall fees as compensation. Most members agreed to that. Then in 2006, members voted to give Market Managers a bonus. Now, a new idea is to allow the Market Managers to decide whether to waive their stall fees or take an increase in their percentage. As for the officers, last year was the first year they received any payment for their time and effort.

Rella stated this was the time only for the financial report. We would be getting to those issues a little later.

Mimi and Maggie were in charge of the door prize committee. They drew two names for items donated by members.

Future of MCFARM committee report

Committee members: Joanne Frazer, Chair; Kelly; Carolyn; Claudia; Donna; Marbry; Angela

As directed by Rella at the last Operating Committee meeting, a committee was formed to look at the possibility of hiring a paid Executive Director/ General Manager/ paid President and possible restructuring and investigating whether market managers are independent contractors or employees.

Recommendations by the "Future of MCFARM Committee", read by Kelly

On the topic of whether or not Market Managers are Independent Contractors or employees, they were not able to arrive at a specific determination. Angela spoke with our CPA and she said they may be classified as IC s. Both Angela and Joanne looked over a questionnaire designed to determine if a person is an employee or IC. Angela thought it could go either way, Joanne thought they were more IC. Since it is inconclusive, the recommendation is to hire a tax attorney to give us an opinion and draw up the contract if they are indeed ICs or employees.

Increasing Market Manager stipends: We all agreed that MM work hard and diligently for our markets. They should be paid a fair amount. We did not have the time to go into this in great detail. We agreed that more research should be done on how much, how to raise the additional funds, when they would receive the funds. Research and a scenario of increased pay for Market Managers who want/ need more pay was presented to the committee by Angela. No recommendation was acted upon.

Increasing revenue: They discussed several ways to raise revenue by changing our stall fees, membership dues, raising caps, raising minimums, having different fees for different times of the year, different fees for different markets, sliding scales, increase number of vendors, form a "friends of the market" group, and grants. There are many problems to be delved into. Such as: market space B a lot of the markets are at capacity so it would be hard to fit in more vendors, some of the vendors are small operations who would find it difficult to pay more, some of the vendors are large and already pay more. It is a HUGE issue and they recommend a committee be formed to discuss this topic over the next year.

Reorganization: They all agreed that changes need to be made to our current structure to ensure that the work is evenly divided and that deadlines are met, vendors need to be encouraged to play an active role in growing our markets and open the communication lines to include more dialogue and sharing of ideas. They differed on how we achieve those goals.

The decision on whether to have a volunteer President versus a paid President was divided, with strong sentiments on both sides.

All concurred that the duties of the officers should be reworked and redistributed so the President, with an estimated 150 hrs/yr. of work, has less of an individual burden. An outline of duties and time lines should be established for each officer so the new person would be aware of the tasks involved in their office. How do we deal with someone who can not complete their term of office or perform their duties?

We acknowledge the amount of work and dedication that Rella has done for our organization over the years. It is a big responsibility to be President and one of the ideas we had was that we could share some of those duties amongst the other officers and committees.

Kelly read the committee recommendations:

1) Establish a Finance committee (treasurer to be the chair)

2) Establish a Rules & Regulations committee to update and distribute annually to keep in compliance with State & Federal rules.

3) Increase membership dues to $30

4) Establish a voting membership criteria. "A member must have sold in farmers markets during the preceding year and/or is a member of the Operating Committee.

5) Remove the annual meeting set date in our Bylaws. The meeting date will be set at the November Operating Committee meeting.

6) Create a contract with Market Managers as Independent Contractors.

7) Purchase Directors and Officers insurance for Board Members.

8) Purchase a Laptop computer for MCFARM to be used by the Office Manager and Secretary and for website updating.

Claudia had a handout and spoke about the need for a Paid Position, whether it be called Executive Director, General Manager or Paid President. The job of President is way too demanding for this to be a volunteer position, in hours and responsibility. A paid position would help with increasing revenue in the form of finding Grant money, creating programs such as "Friends of the Market" or educational programs; networking with localization groups to create a strong "Local" economy; ensuring that MCFARM was adequately insured and fiscally sound; helping to network, market and be a spokesperson to the community; involved with Public Relations; setting up alliances with other organizations...

A chart was shown about how this structure could work with the current Operating Committee and Angela had recommendations in the budget on how funding for this position could work. (Chart was available to attendees, available upon request)

Reasons to keep us as a volunteer organization B read by Joanne

Our organization was created to be a structure for autonomous markets to work together towards a common goal. We have always been a non-centralized organization. We work in cooperation with one another much like the old co-operatives where farmers got together to buy equipment to share; where no one person owned the equipment but it was there for everyone=s benefit.

This is a very evolutionary idea B that instead of a centralized government we have an integrated structure where we all share in the control and outcome of the decision making process.

In order for this to work we need all the members (large or small) to participate by serving on the board, thru committee work, becoming market managers, helping with the website, promotional work, brainstorming, etc

We have open meetings where the decisions are made. Everyone has an opportunity to have input and share in the process.

Some of the administration duties can be either shared between all the officers and committees or we can pay someone to do some of the more time involved tasks such as: the newsletter, the websiteY.

The President should be from within our organization. Someone who knows and understands the issues.

Rella stated her view that 15 years ago officers gave a report regarding the workload for the treasurer. It was agreed it was too much for a volunteer so the office manager=s job was created. The office manager gets paid $18 per hour. This has served the organization well. It functions well. The time for volunteer officers is over. Bill questioned Rella=s opinion on volunteer versus a paid position. Rella recommended that we do away with officers. We go with a board of the Operating Committee consisting of the market managers and member representatives. They would coordinate the money. They would elect a chairperson. We should empower the people we trust to create a functioning board; perhaps with two member representatives from the coast and two from the inland area.

She went on to state the issue on whether market managers are independent contractors or not is a complex issue. She read over the free evaluation given out by the EDD. This needs to be weighed during the following year.

Many people spoke to the issue of volunteer versus paid president. These are the highlights of the discussion:

1) A general manager is needed to handle the day-to-day work. Volunteers are not efficient. There haven=t been enough volunteers. Lives are too busy. We need to have someone who is focused. Someone there for us so we don=t have to give up part of our life to do it. Someone to call to task people who are not doing their jobs. It=s always the same people volunteering. A general manager would visit every market to see what=s going on at each place. It=s too much work to expect from a volunteer. Idealism is great but it=s not working. We have people ready to volunteer but not many to take over the leadership of our organization, not many are qualified. The operating committee is too big and cumbersome. We need to decrease the size of our government.

2) Volunteerism is not dead. Hiring a general manager would be adding another level of bureaucracy. We have a vibrant organization to help the market managers and can=t see paying someone to do that job. This is supposed to be a democracy not a dictatorship. We need to ask people to help out. Maybe we can hire someone to do individual chores, one thing at a time, transitioning to a different phase. Many board members volunteer out of community service. Where would the money come from to pay a general manager? Who would oversee this position? Just because you pay someone to do the job doesn=t mean that the job will get done. We should lessen the job of the president and officers and get more people involved on the grassroots level. We should make more use of committees. If it is a burden to you, then don=t volunteer. We need to co-ordinate between our markets and pay a small stipend but not a paid general manager.

Comments by members:

The position only requires 150 hours of paid time, this equals $3600, it=s doable; Need more information to make a decision; People should be paid for the work they do; Market Managers should be paid more; Need to stay "Grassroots"; Other organizations have a paid General Manager or Executive Director; Executive Director sounds like "dictatorship"; Market Managers should network with their own localization groups; Don=t know why it has to be so much beaucracy to pay for work that needs to get done; Find a middle ground and fund a budget to pay for the chores; Just because someone is paid doesn=t always mean the job gets done; Markets need to grow, I had to get an Executive Director for the non-profit work I did, because the job was too much for a volunteer; Either need a skilled volunteer or have to pay for someone skilled

Rella explained that this position would be overseen and directed by the Operating Committee and would have peer review throughout the year. It is not a position of "Control." It is a matter of having a safe choice for someone who fulfills these important duties.

Rella was asked to explain what happens if a member votes yes or no for each motion. Out of approximately 124 paid memberships there were only 35 members at the meeting. This means only a few people decide what the organization will do. Rella made it clear in every newsletter about the importance of members to attend and the issues to be voted upon.

Motion B Alex Robinette, moved to vote yes or no on whether to change the bylaws to include a paid General Manager. Yes means hiring a General Manager. Seconded by Gordon

Defeated. Yes B 15, No B 19, abstentions B 1

Another raffle was held.

Rella suggested everyone take a lunch break.

Motion B Rob Jamgocian moved to do away with the officers, create a paid General Manager position, and give more empowerment to the market managers. Seconded by Maggie.

Discussion (again a summary) 1) good idea to simplify, we still need a treasurer, it might be a good, workable solution, with the increased responsibility would come higher compensation

2) Are you giving more power or more responsibility to the market managers, market managers do not need more power, everything is working just fine now, we should table the discussion for one year, that would give training time. We should see who=s stepping forward next year. See if it produces new officers, new blood; 3) MCFARM is a large business, they need to have control of who does the work with the hiring/firing ability; Need more information and the parameters of the position

Alex Robinette, moves to table this motion. Seconded by Bob Canclini.

Passed by a show of hands

Office Manager Report: Angela presented the 2007 Profit and Loss statement, the annual reports of Stall fees and Gross Sales, Comparison Charts of other Farmers Market Organizations, a report on current Market Manager=s pay and Comparison Charts on potential Stall Fee Increases. Highlights were that overall gross sales for 2006 markets were $745,000, equivalent to the Mendocino County sheep industry; an overall 8.6% increase in gross sales from 2005 and a 7.4% increase in stall fee revenue. Some markets were up and some were down. As far as Market Manager=s pay, some made an average pay of $3.69/hr up to $8.46/hr based on commissions, bonuses and waived stall fees. She offered a solution to make it more equitable for all managers.

2007 proposed budget. It was a basic budget, without any major changes.

Lee Finerty moved to accept the budget. Seconded by Gypsy

Angela presented some recommendations to the budget and how they might be accomplished. Suggestion #2 was for funding a Laptop computer to be used for website, minutes, MCFARM business. #3 was for increasing Market Manager=s pay. Neither recommendation had ample discussion to make a decision, no decisions were made.

Marbry questioned the cost of the MCFARM website. How much good does it do? Does it bring in revenue to MCFARM. Rella stated all the other markets use websites; if the information is rich it does increase visitorship. We have to compete with bigger markets. We have to become a destination for people. Gordon stated it is a vehicle to get people to market and a link to local groups, chambers of commerce, and vendors. It is an informational source for vendors. Gypsy agrees with Gordon. It can also be a customer base. Someone thinking about joining can see everything we do. Lee stated we have had a website since 1991. It is outdated now and it costs money to be upgraded.

Motion passed.

Motion B Sky moved that we authorize the Operating Committee to spend up to $7,000 for personnel as they see fit. Seconded by Lee.

Discussion B the Operating Committee is already overworked. We could hire a General Manager position one year at a time. What Market Managers need is help. But where would the money come from? Maybe Market Managers could hire an assistant. This would give freedom to the Operating Committee. But this is changing the budget, which needs to be approved by the members.

Motion was withdrawn to a later time.

Nominating committee B members: Claudia, Gypsy, Winnie

The nominating committee found there were very few willing volunteers for officer positions.

Elections of Officers

Vice President: Lee Finerty or Joanne Frazer

Treasurer: Carolyn Thompson,only candidate

Member Representatives (vote for two): Collin (last name is not known), John Richardson, Shari DeJoseph

Secretary: needs to be nominated from the floor

Tom Palley volunteered to be secretary, only nominee from the floor.

Officers elected: Joanne Frazer, Vice President

Carolyn Thompson, Treasurer

John Richardson & Shari DeJoseph, Member Representatives;

Tom Palley, Secretary

Bylaws Changes

Agenda Item #11

Motion B Bylaws change B Debra Derry moved that we accept the change to Section II A. by adding "and directors referred to as Market Managers". Seconded by Gypsy. Passed unanimously.

Agenda Item #12

Motion B Section II B. Committee recommendation to drop the specified dollar amount for membership from the Bylaws so it can be determined annually without the need to change the Bylaws each time.

This year the amount should be raised to $30. Passed unanimously

Agenda Item #13

Motion B Section II D.Reads "There is only one vote per membership." -Committee recommendation to add "member must have sold as a vendor in MCFARM in at least one of the two preceding years and/or is a member of the Operating Committee. Alex Robinette amended the motion to read "member must have sold as a vendor in MCFARM in the last 2 years and/or is a member of the Operating Committee. Passed 27 to 4.

Agenda Item #14

Motion B Section II E. Currently reads "One membership will have one selling space at the market or if desired and possible, more space might be available at the Market Managers discretion." Lee moved to table the idea regarding "one membership one selling space" to the finance committee for further discussion. Seconded by Gypsy. Passed unanimously.

Agenda Item #15

Section III -Officers Elections and Responsibilities

"Elections take place each year for two fo the four Officer positions. Each term is two years. One year the vote is for Vice President and Treasurer, the following year the President and Secretary. The four Officers are responsible to the Governing Body in a fair and equitable manner."

Motion B Gypsy moved that the 2006 Bylaws be corrected to add back in language lost from the 2004 Bylaws. Seconded by Debra D. Passed unanimously.

Agenda Item #16- not reported on

Agenda Item #17

Motion B Gypsy moved that Member Representatives be allowed a vote at the Operating Committee Meetings. Seconded by Mimi. Passed unanimously.

Agenda Item #18

Motion B Committee recommendation to decide the date of the annual meeting at the November Operating Committee Meeting. Passed unanimously. Agenda Item #19

Motion B Claudia moved to create a Bylaws/Rules & Regulations committee. Seconded by Mimi. Passed unanimously.

Agenda Item #20

Rules and Regulations Proposed Changes: Section II, add "#4 When one certified producer is selling for another producer, it is required that they have more commodity of their own production, by volume, for sale, than that of the person who they are selling for. The "volume" is determined by the weight or dollar value of the commodities displayed for sale. If the amount exceeds that of the second producer's on either weight or monetary value, then they are in compliance. The value would be determined by what is displayed for sale at the beginning of each day of sale."

Motion B Rules & Regulations Section II. Gypsy moved to make the changes to keep legal. Seconded by Lee. Passed unanimously.

Agenda Item #21

Motion B Claudia moved to allow the changes to Section III of the Rules & Regulations to sunset. Seconded by Gypsy.

Discussion - Were markets up because of the "open" market environment? Is it a healthy way to run the markets? Does having a "closed" market reflect badly on public opinion? We compete with supermarkets not ourselves. Was not passed 23 to 8.

Rella asked Vice-President Joanne to work with Andy on the new 2007 posters. We will be using old artwork with the new information inserted.

Agenda Item #22

Mimi showed aspects of the website. It should be operational by April.

Agenda Item #24

The following volunteered to serve on the Future of MCFARM committee: Kelly, Mimi, Gordon, Marbry, and Carolyn. They are to decide on a chairperson and notify the Rules & Regulations committee.

The following volunteered to serve on the Bylaws/Rules & Regulations committee:

Volunteered at meeting-Bob Canclini, Mimi Booth, and Joanne Frazer

Volunteered later- Carolyn Thompson, Pam Laird and Gordon Brown

The nominating committee- no one volunteered.

The Spring Operating Committee is scheduled for February 24th.

The meeting was adjourned.

*OPERATING COMMITTEE MEETING

April 1, 2007Mendocino Coast Botanical Gardens

*This meeting was scheduled as an additional meeting due to the increased amount of business this year.

In attendance: Angela, Gordon, Kelly, Winnie, Cindy, Claudia, Mimi, Joanne, Tom, Michael, Carolyn, Marbry, and Gypsy

Minutes submitted by Gypsy Spring

WELCOME AND INTRODUCTIONSPresident Joanne starts off the meeting with welcomes and introductions. Talked about the upcoming press release that we need to put out and asks for input for same. Some of the ideas included: Having a generic picture of a market in action, rather than any particular person. Pointing out that this is our thirtieth anniversary. Getting interviews of our MM's on Cherie Christianson's Farm and Garden show on radio station KZYX. We need to make certain that it is clear that Laytonville and Ukiah Tuesday have a later starting date than the other markets. Where is the press release going? Local papers in the communities, as well as the Press Democrat in Santa Rosa. Local radio stations. All of this is timed to go out 2 weeks prior to opening. Joanne will email everyone for input before publication. There is a suggestion of a forum so everyone knows what is going on in the association. Could go on website, specific to members. It could also be a mailing, or have literature at the sign out desk at markets. Having so few newsletters in the year, it is felt that many people are 'left out of the loop' and we need to address this.We received our beautiful new posters. FBFM got their new location at the eleventh hour, so the address will be incorrect on the posters. Stickers were ordered to put the proper address on the posters. Claudia describes the new location, which she and Gypsy are excited about. It is far more space and safer (being in a lot, rather than closing a street) than the prior space that the market had.

OPERATIONAL UPDATESWe are given a refresher course on vendor acceptance protocol, including that we need to be certain that they are members first. We are also reminded to keep track of WIC, it is important that the office know just how much is flowing through the markets. We are now including WIC papers in the vendor packet. There was discussion about putting WIC information on the MCFARM.ORG website. Chamber of Commerce update. All markets are now members of Chambers of Commerce. The coastal markets are part of the Mendocino Coast Chamber of Commerce and there will be mailings with a small version of our poster included in a packet. The cost for printing will be 300$. The 50$ fee normally charged has been waived. This goes out to all members of the Mendo Coast Chamber.

Poster: We discussed the poster art, re: original poster vs another recycle. Cost difference is 20$ for resetting type in center. 250$ for original art. Discussion of which artist. Whether to alternate old/new art year by year. Good points on both sides. Vote: Tom moves to hire the same guy to do art for 2008, Claudia seconds. Most in favor, one opposed, one no opinion

Independent Contractor Contract. Questions regarding whether we can even do this in this year. Not brought up before the membership. More questions regarding the urgency to do this now. It is felt that this decision is premature, and we need more information. Gypsy will contact contract lawyer, and discuss this. President Joanne and Office Manager Angela will accompany her.

Office: Angela will be on vacation, mid-June-mid July. Claudia will cover while she is gone. Claudia will send out vendor packets, answer questions. It is suggested that Claudia should be trained to enter info on website as well as Angela. Kelly volunteered to also be trained, but she doesn't trust her computer. Which brought up the discussion of the Association laptop. The choices have been narrowed down to three. It was suggested that it be an Apple. Not as many viruses are written for Apples as PC's. Website update: It looks awesome, not much other input. Already up for public use, Mimi has fixed some minor glitches. No more tractor noises! You can put in tons of photos. Should be able to update at midsummer.

BIO BAGS We could put logo on front, and sponsors on the back, so we don't have to pay for them. Price: 115.00 for 500 bags. Some of the following questions were raised: Can we really print our logo on these bags? Can these be stored? Do they draw moisture? What does it take to biodegrade them? Part of our grant is about recycling, using canvas bags, or reuse plastic. Our current bags are 30$/2000 bags, bio bags would be 460$/2000 bags. It is brought up that you cannot put fish into bio bags and cloth bags. Regardless, we will need to have some type of free container that we can sell product in. Be it bio bags, or plastic. AODP will be printing up paper bags for Ukiah/FB/Willits, with information on teen drinking, etc. Storage might be a problem, but it is a worthy cause.

GRANT UPDATEMarbry thanks everyone for the input and help on the grant. She is also getting help from professional grant writer. [Printed hand-out provided to group, Available upon request to Office Manager]

page one GOAL Increase accessibility to local fresh fruits and vegetables to a diverse population in our farmers market communities including low income individuals and families, seniors, and ethnic groups through a CSA program consumer education and community outreach. We will enhance sales and improve our eight existing markets thru data gathering, marketing and vendor training.ACTIVITIESCommunity supported agriculture.public can buy memberships in advance for market seasonsubsidized memberships or vouchers for low income families.CONSUMER EDUCATION AND COMMUNITY OUTREACHFriends of the market table/newsletter newspaper farmer profiles, market news, in season produce, recipes, ects. Updating website monthly.nutrition.(Spanish speaking person at friends of the market table newsletter in Spanish and English, as well as flyers, recycling stuff)chef demonstrations 2 per market. Recycling and waste managementMARKETINGnew signs and bannersDATA GATHERINGconsumer opinion.advertising.consumer trends. ethnic demographics.new programs.VENDOR TRAININGpost harvest handling and food safetyincreasing sales and marketing of products.

There was much discussion as to how to facilitate, what is good, what would be growth. Most concentration on having Spanish speaking people at the market. Reminder of grant market might be an artificial increase. (this is a matter of book keeping, just keep track) We could ask for sponsors when grant runs out.

BYLAWS & RULES AND REGULATIONS/ MIMI FACILITATES THE DISCUSSIONWe were given an overview of Robert's Rules for meetings, then followed same for the Bylaws Discussion.[Handout provided, Available upon request to Office Manager]

ROBERTA'S RULES OVERVIEW OF A MEETING STRUCTURESet up1. When using Roberta's Rules a meeting format, it is recommended that the room be set up in a manner conducive to dialogue rather than debate. Arrange chairs around circular tables to encourage interactions and generate involvement in larger meetings. Then a designated reporter can share ideas with the larger group. In smaller meetings, such as OC, it helps to arrange seating so that everyone can see the faces of other participants.2. Use of wipe off boards and or flip charts assist with generating and recording ideas. Sticky notes/color coded sticker dots assist with selections and narrowing ideas into action plans. Shared RolesThe roles of facilitator, timekeeper, egalitarian, recorder, note taker, whatever is needed, may be decided ahead of time or at the beginning of the meeting. These roles may be rotated for the purpose of familiarizing participants with specific responsibilities and for sharing leadership positions. They may also become more permanent if individuals have particular skills (summarizing discussion and legible handwriting for recorder or note taker)Decision makingThe governing body (all members) need to decide on who votes, how decisions are made, which decisions can be made in the OC, and have this in the ByLaws.1. Under Robert's rules, it takes a 2/3 majority to change the by-laws. We are currently bound to conduct all meetings, including OC meetings with Robert's Rules, chaired by the President or Vice President.2. With Roberta's Rules, we can consider other members facilitating some meetings or some sections of them. We would need to determine whether/which decisions get made by a:*simple majority*2/3 majority*substantial agreement or concordance (select 75% or higher)*consensus3. Perhaps OC meetings (smaller) are more suitable for using Roberta's Rules. Annual meetings could use some of Roberta's strategies/formats, but use Robert's Rules for the formal voting procedure.Typical Meeting Structure TemplateConnect/refreshments, check in, announcementsConvene/Welcome, overview of intended results/goals of this meetingConsent agenda/Move quick/routine decisions that don't need discussion here with agreement from the groupContext/Review notes/actions from the last meeting. Provide necessary information (perhaps before individual agenda topics)Content/Discussion using Opening/Narrowing/Closing Formats*agenda topicsContinue/Summarize the action plan (what/who/when) and set goals for next meetingConclude/Reflection on meeting accomplishments, process, feelings, etc.

Meeting was adjourned at 2pm. Informal conversation continued until 3pm.

Spring Operating Committee Meeting

Minutes

Feb 24, 2007

Mendocino Coast Botanical Gardens, Fort Bragg

Tom Palley-Secretary

Meeting began at 10 AM

In attendance were Joanne Frazer, Vice-president elect and president-by-default; Tom Palley, secretary; Carolyn Thompson, Treasurer; Office Manager, Angela Harney; Market Managers Cindy Wilder, Kelly Gruey, Claudia Finerty Donna Bishop, Gypsy Spring, Michael Krzywozycki, Mimi Booth, Gordon Brown and Marbry Sipila

Joanne Frazer, recently elected vice president, gave us a sketch of her previous experience which included several years managing a sporting goods store and other positions of responsibility that she has held since then until four years ago when she joined with John Richardson and began farming land with him that her family has owned for years.

An agenda was presented for approval and by motion of Kelly Gruey and seconded by Claudia Finerty. Approved

The minutes of the November OC meeting were approved- Motioned by Donna Bishop, seconded by Marbry Sipila.

Reflections of the Annual Meeting

Gordon Brown felt that the use of Roberts Rules of Order as introduced by a prozy voter for Elk Creamery had caused a lot of tension and unpleasantness at the meeting Gypsy pointed out that proxy voters are not allowed unless explicitely allowed in the by-laws and ours do NOT.

Vice President

After discussion of the need to replace the Vice president who has become our president after the resignation of Rella, it was decided that we would not need to choose one now.

Standards of Conduct

Standards of were discussed and included following the golden rule and being courteous to one another. A handout explaining the less formal Roberta=s Rules was passed out and explained by Mimi Booth. Everyone agreed that OC should always conduct themselves by these guidelines because we are the example for the membership, not only at meetings but at the markets. Suggestions were to print the Standards of Conduct in the newsletter, on the website and put them in vendor packets. Cindy Wilder motions to adopt these as standards for the OC.

By laws

By laws needs to be updated to better reflect the current way MCFARM operates. At the Annual meeting, during the chaos a committee was formed. Discussion regarding rewriting By laws revealed that the Operating Committee needs to first agree on the basic goals of MCFARM before we have an outside committee rewrite our By laws. ACommittees@ in the past did not have Market Manager representation and did not reflect the character of our Operating Committee. The Operating Committee needs to meet throughout the year in order to accomplish Acohesive@ goals. It was decided that OC would act as the By laws rewrite committee. It can be divided into sections and worked on by inland and coastal groups of the OC

Public Relations

After some discussion of whether or how to respond to the letter by Richard Johnson in the Ukiah Daily Journal, it was decided to let it go without a response.

Paid note-taker for minutes

Angela Harney proposed the need for a non-biased, non-participating, professional note-taker. The minutes have been burdensome to edit and had not come to the group in a timely manner with past volunteer secretaries. It was explained that now, more than ever, that we get an accurate account of what goes on at our meetings. Gypsy suggested we hire a professional for our meetings. No action was taken based on the fact that we will see how our new volunteer secretary, Tom Palley works out.

2007 Budget

Angela Harney presented the budget for the year and offered alternatives for increasing the pay of market managers and ways of covering the increases within our present budget as approved. A vote was taken after lunch to accept the plan of giving the market managers a flat $30 per market day in addition to a commission of 40% of stall fees. This replaces the way market managers were paid when managers, as vendors got their stall fees waived and got a 30% commission on stall fees. The increase in expense is taken from the approved $300/ market yearly bonus. There will be some expense overrun, but minimal. Motion by Michael Krzwozycki to approve, seconded by Claudia Finerty.

Grant Application

Marbry Sipila has countless hours getting a grant application written for MCFARM. It includes an individual market CSA program, friends of the market table at each market, and other components. She asked for guidance from the OC about what they would like to see and how much to ask for. The grant, if funded will be available in October of this year.

Membership Application

On the second page, the questionnaire about contact information for our website is new this year. (Not the hold harmless agreement that was reported by Tom) Partnerships must have each partner acknowledged by a letter of agreement or listed on the Ag Certs. (The suggestion was to get a notarized statement, but this does nothing to document the legal validity of the partnership, only the signatures.) AAcceptance to vend@ statement was changed and unbolded to read...@it does not always ensure acceptance.@ Under fish regulations in the checkbox section, AFishing License@ was omitted because it is included in the AReceivers License@.

Employee vs Independent Contractor

The need to clarify whether Market Managers are legally considered employees or independent contractors has been an issue. Research done by Angela indicates that it could go either way, but a way to help solidify the independent contractor status would be to continue to pay on 1099s and create a minimal contract outlining the duties and pay of a market manager. It was agreed that Joanne, Angela and Gypsy altogether see a contract lawyer to determine the status.

Web Site

Mimi will keep on it and ask for input. Mimi explained the amount of work that Curtis Reichert had put into designing the site for us and how he will train Angela and Mimi to make the changes with the new MCFARM laptop. Photos and text can be sent to Angela to be loaded into the website.

General Advertising Plan

Out of the $4000 for General advertising, about $500 will be spent on five Chamber of Commerce memberships. Markets may choose to have signs or banners. Fort Bragg, Ukiah and Mendocino need signs. Gualala and Fort Bragg could use a banner. New posters will be printed soon and sent to the market managers. Refrigerator magnets as a giveaway promotional item was once again suggested. They could be used to help track advertising. Donna and Claudia suggested selling our leftover posters in sets as collectors items. Mimi asked for links to be made with the localization groups like CELL, WELL and GULP.

Next OC meeting is set for Sunday April 1 10-2 at the Botanical Gardens to discuss By laws. Photos were taken of the people at this meeting. Meeting adjourned after 3 PM.