HARVEST COOP MARKETS Board Meeting Minutes, 31 JULY 2006 Public Minutes Minutes Taken by Sarah Friend

PUBLIC SESSION BEGINS: 7:10 pm.

Attending: Mike St Clair (GM); Jessie Myszka, Karin Emry, John Mascia, Sujatha Byravan, Amy Cotter.

On conference call: Betsy Adams, Steve Clifford.

Guests: Marty Weinstock

Review Agenda: Directors said that they would respond to GM expectations by mid-August instead of tonight. It was clarified that the by-laws were public, instead of private, as noted in the board package.

Public Comment: Marty said that he was upset about the new equity system and would like to discuss it.

Meeting Minutes for 5/30/06, Public: Minor adjustments made. Sujatha, Betsy abstained, the rest moved in favor of approval.

Meeting Minutes for 6/26/06, Private: Minor adjustments made. All moved in favor of approval.

Nominations Committee: There will soon be five open seats on the board; people will be nominated to the board through a contested election, which occurred last year as well. Sujatha asked the directors what qualities the board should be looking. The directors responded that board members should be familiar with co-op governance and have supervision skills. Directors also suggested people of color, people connected to other groups around Boston, and people with a law/business background. Lastly, directors would like to see more staff representation on board to raise awareness within the store.

GM Report, Public: The Harvest Co-op was voted “Best Fresh Produce,” by CBS 4. The J.P. Harvest Co-op store was voted, “Best Groceries,” by Boston Magazine. Floral sales

HARVEST COOP MARKETS Board Meeting Minutes, 31 JULY 2006 DRAFT Public Minutes Minutes Taken by Sarah Friend

leveled out at about $800/week around 7/16/06. The new floral services were also instituted in J.P. and are doing very well; in their first three days, they made $530.

By-law changes: The directors needed to address outstanding questions from the last board meeting about the new by-law changes. To begin with, the directors went through the new by-law and raised the following concerns: Section 1: Distributable Net Earnings. Jessie feared that the by-law draft implies that the 10% net income will be greater than the whole income of non-members. Approximately one-third of shoppers are members and two-thirds of shoppers are non-members. However, this will probably never occur so it is not problematic. Amy feared that unless the net earnings of members exceed the net earnings of non-members they can’ build a reserve fund. However, it is reversible. Section 2: Allocation to Members. Amy was concerned about the second clause at the end of the last sentence. It was clarified that members cannot waive their dividend, but they can give it back. One change made. Section 3: Notice and Distribution. Directors needed clarification of two points: First, the definition of a company. Secondly, what does it mean that members can endorse their check? The directors suggested separating the check from the notice. Section 4: Consent of Members. One change made. Section 5: Deferred Amounts. Directors needed clarification on the definition of “transferable.” Steve wanted clarification on the last sentence of this section, or how members can present their case. Flagged this section. Section 6: Allocation of Net Loss. No comments made. Appendix: Typo in second paragraph. Jessie would like pre-amble to by-law draft that says “effective of Nov. 1, 2006…”

Total modifications/notices to by-law draft: Two changes, one flag, one addition, one typo.

Next, the directors discussed points brought up at the last board meeting. The directors spent a fair amount of time trying to figure out how to implement the new system so that it was fair to all customers and economically safe. The outstanding question posed was, is there a reason to cut off equity members on

HARVEST COOP MARKETS Board Meeting Minutes, 31 JULY 2006 DRAFT Public Minutes. Minutes Taken by Sarah Friend

April 30, 2007 when the discount is open to annual members through Jul 31, 2007? After much discussion, the board concluded that there were five viable options to tackle this issue:

All convert to new system on 11/1/06. Mike maintains jurisdiction over whom to give a 2% discount to. Annual and equity members get 2% discount, upon request, until July 31, 2007. Annual members get 2% discount, upon request, until membership anniversary date and equity members get 2%, upon request, until April 30, 2007. Annual members get 2% discount until 7/31/07. Equity members get 2% discount until 4/30/07. Equity member discount ends, unless requested, on 4/30/07. Annual member discount ends 7/31/07 at latest.

The directors voted.

Unanimous decision: All discounts will end on 10/31/06. Equity members may request 2% discount until 7/31/07. Annual members can request to receive a 2% discount for the duration of their membership (ending 7/31/07).

Marty leaves.

PUBLIC SESSION ENDS.