Sacramento Natural Foods Cooperative, Inc.

Board of Directors Meeting August 7, 2012

6:00 PM Time Topic Board Action/

Outcome Leader

5:30- 6:00 Gather/Share food/Informal discussions/Settle Eat, enjoy 6:00 - 6:10

Preliminaries Introductions Agenda Review Announcements

• New Board Meeting Configuration (feedback from Policies C3 and C4) • Sept. 29 CBL101 and Leadership Seminars (see Attachment A) • Store Relocation Update • Board Wall

Share/Listen Review Update

President All All

6:10 - 6:25

Approve Minutes [July 3] (see attachment B) Accept GM monthly update reports (see attachment C) Accept GM monitoring report (B1, Financial Conditions, see attachment D) Review Committee Reports (see attachment E)

Decide Accept Share/Listen Share/Listen

President President President President

6:25- 6:40 Board Decisions Department of Corporations Application (see attachment F) Electronic Voting Proposal Selection of an Auditor

Decide Decide Decide

All All Sonny

6:40 – 6:50

Self-Monitoring Policy D3 – Delegation to the GM Policy (see attachment G)

Share/Listen

President

6:50 – 6:50

Board Education No program

6:50 – 7:00

Closings Review Decisions, Tasks, Assignments Next meeting topics: review Board Calendar (attachment H) monitoring schedule, parking lot. Debrief / evaluate meeting / open comment Adjourn Meeting

Edit/ Agree Discuss/Decide Comments Decide

Asha All All President

7:00 Goodbye, Good Job! ATTACHMENTS:

A. Sept. 29 CBL101 and Leadership Seminars B. July Minutes C. GM Monthly Report D. GM Monitoring Report (B1 Financial Conditions) E. Committee Reports F. Self-Monitoring Survey Results G. Department of Corporations Application H. Board Calendar

NEXT BOARD OF DIRECTORS MEETING: September 4, 2012 at 6:00 p.m.

SACRAMENTO NATURAL FOODS COOPERATIVE Board of Directors Meeting

Unapproved Minutes July 3, 2012

Convened: 6:03 p.m. Adjourned: 8:27 p.m. Directors Present: Alicia Dienst, Robert Duncan, Sonny Eboigbe, Joel Erb, Steve Maviglio, Michelle Reynolds, Ann Richardson Director(s) Absent: None Staff, Members and Guests Present: See attached sign-in sheet. Notetaker: Asha Jennings Timekeeper: Steve Maviglio Meeting Chair: Steve Maviglio PRELIMINARIES Introductions took place. Agenda Review Motion to approve agenda as revised: Ann Second: Alicia Discussion/Amendments: None Vote: All in Favor Motion to add nomination to Education Committee to the Agenda: Michelle Second: Joel Discussion/Amendments: None Vote: All in Favor Board Announcements Two announcements were made. Store Relocation Update Paul updated the board on the work being done on planning for the new store. Paul also provided a revised pro forma data that includes updated sales projections. Approve Minutes of Prior Meeting (June) Motion to approve minutes as amended: Michelle Second: Ann Discussion/Amendments: None Vote: All in Favor

General Manager’s Financial and Monitoring Report Please see written report. The GM briefed the audience on the highlights of the financial report. Review Committee Reports Finance Committee: See below. Policy committee: Committee did not meet. Education Committee: Last meeting was June 7. Alicia reviewed the information we got from the Secretary of Agriculture at the May 29 Board meeting. Kim Rutledge applied to join the Education Committee and has attended a meeting. Reviewed Briar Patch article and map and California Center for Cooperative Development’s list to add to our database of cooperatives in California. Reviewed Marketing/Committee materials work on the Capitol IYC visibility event. Discussed planning for tonight’s IYC presentation. Next meeting is Tuesday, July 10 at 6:30 pm at the home of Joshua Frost. BCDNC: Committee did not meet, but candidates Stacie Traylor and Michelle Reynolds introduced themselves at our last Member Meeting. Prospective candidates have until July 19 to turn in petitions with qualified signatures from 50 Co-op members to be eligible to run for the Board. SCCF: See below. Twin Pines/Associated Cooperative/Community Fund: Report not provided. ECOS: Report not provided. BEST (Board Effectiveness Support Team) /LEAD: Report not provided. BOARD DECISIONS Finance Committee Recommendations for Board resolution on Shares Sonny provided an update regarding the Finance Committee’s emergency meeting on July 26th regarding the dividend rates and terms for the preferred shares. The Finance Committee recommends that Series B shares have a 1.0% annual dividend rate, Series C shares have a 2.5% annual dividend rate, and that Series D shares have a 3.0% annual dividend rate. Motion to adopt the Resolutions concerning the preferred shares: Sonny Second: Ann Discussion/Amendments: None

Vote: All in Favor SCCF Recommendations Ann provided an update regarding the process that was followed in soliciting applications for the micro-grant and in the committee’s recommendation to award $750 to Yoga Seed. The committee’s recommendation remains to award $750 to Yoga Seed. Motion to adopt SCCF’s recommendation to Yoga Seed in its full amount for and roll over remaining fund (approximately $750) to the Twin Pines Fund: Ann Second: Sonny Discussion/Amendments: Ann withdrew the motion. Motion to grant Yoga Seed $750 and to extend the deadline for the community fund application process and to advertise availability of the remaining funds: Alicia Second: Joel Discussion/Amendments: Several questions were addressed. Vote:

Aye: Alicia Nay: Robert, Sonny, Joel, Steve, Michelle, and Ann

Motion to award Yoga Seed $750, the amount recommended by SCCF: Ann Second: Sonny Discussion/Amendments: None Vote:

Aye: Alicia, Robert, Sonny, Joel, Steve, and Ann Nay: Michelle

Board Wall The Board discussed modifying and improving the Board Wall at the Co-op. Michelle will follow up via email. Appointment to Education Committee Move to appoint Kim Rutledge to the Education Committee: Alicia Second: Michelle Discussion/Amendments: None Vote: All in Favor SELF-MONITORING The Board extensively reviewed the results from the self-monitoring survey. Steve will email everyone regarding changes to the format of the Board meetings based on the feedback from the survey.

BOARD EDUCATION Kim Coontz with the California Center for Cooperative Development provided materials and talked about the International Year of Cooperatives. The Co-op Day at the State Capitol is August 21, 2012. CLOSINGS: Review Decisions, Tasks, Assignments

1. Approved the June meeting minutes. 2. Adopted the Resolutions concerning the preferred shares 3. Voted to award Yoga Seed $750, the amount recommended by SCCF. 4. Michelle is going to follow-up regarding updating the Board wall in the Co-op. 5. Asha is going to change the options for the self-monitoring survey to always,

usually, sometimes, rarely, never, and don’t know. Asha will also change the verb tense in the policies for the self-monitoring survey.

6. Michelle is going to send Steve the action items from the self-monitoring survey. Steve will follow-up with the Board.

OPEN COMMENTS Two comments made. ADJOURN MEETING Sonny made a motion to adjourn the meeting at 8:27 p.m. Alicia seconded the motion. All voted in favor. The Board convened an Executive Session after the conclusion of the meeting to discuss legal and real estate related matters. Respectfully submitted by, Asha Jennings Board Administrator

Register for Sept. 29 CBL101 and Leadership Seminars, Sacramento

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CDS Consulting Co-op - CBLD Team July 16, 2012 Greetings, A quick reminder to register for our upcoming CBL101 or Leadership Training(descriptions below), which will be held September 29 in Sacramento. These sessionsare provided as part of the CBLD program.

Your co-op's not in CBLD? No problem! You can still plan to attend. Sign up by clickingon the REGISTER NOW icon below; your co-op will be invoiced $250 for the first personand $150 for each additional person who attends.

Thank you if you have already registered! CBL101 - A Foundations Class for Directors Cooperative Board Leadership 101 (CBL101) is a one-day trainingdesigned to provide a strong foundation for directors. Whileespecially helpful for those new to co-op boards, all directors, top-level managers, and board candidates are welcome to participate. Class topics include:

Cooperative Values and PrinciplesBoard Roles and ResponsibilitiesPrinciples of Policy GovernanceBasic Financial Understanding

Click here for more information on CBL101.

Leadership Training - Growing Your Co-op Leadership Training focuses on three levels of leadershipdevelopment: individual skill building, building an effective team,and integrating the strategic process into a work plan. Participantsare introduced to leadership concepts and practice using relevanttopics and scenarios, including leadership for growing co-ops. Board chairs, directors, general manager, and others interested inleadership development should consider attending. Training includes:

Register for Sept. 29 CBL101 and Leadership Seminars, Sacramento

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Individual Leadership SkillsBuilding a Great TeamCooperative Strategic Leadership

Click here for more information on Leadership Training.

Please contact your CBLD consultant if you have questions about these events.

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CDS Consulting Co-op | 659 Old Codding Road | Putney | VT | 05346

CBLDcooperative board leadership development

CBLDcooperative board

leadership developmentCBLDcooperative board leadership development

Achieve Your Board’s LeadershipPotential“ Ongoing support has led to an Ends statement we love. It really sums up what we’re doing in this community, and just in time to be showcased in our new store!”

—Hether Frayer, director and former board chair; Aliisa Lahti, board chair;

and Chris Dilley, GM,People’s Food Co-op, Kalamazoo

CBLD • page 1www.cdsconsulting.coop/cbld

Cooperative Board Leadership Development (CBLD) is a program that sustains the continual development and success of co-op boards through an integrated and ongoing approach to board support. We invite you to join us in an approach that adds value to board work, heightens effective cooperative ownership and governance, and enriches a thriving cooperative development culture.

CBLD is designed to support your board on issues that are unique to your co-op, and also address issues common to food co-op boards across the country. Built on the learning and success of seven years of program development, CBLD includes:

• Ongoing consulting hours customized for your unique needs and issues.

• Board retreat planning and facilitation.

• CBL 101—Foundations Class for Directors.

• Library of resources: Online recorded workshops, field guides, videos, sample policies, useful links, and valuable tools.

• Subscription to Connections, CBLD’s monthly online newsletter.

• In 2012 we are piloting three additional programs: Strategic Co-op Seminars, Leadership Training and CBLD for Startups.

CBLD is a calendar-year program with an annual fee (see page 8) and is designed to assist your board all year long. Full program information is available online at www.cdsconsulting.coop/cbld.

“The flexibility and skill our consultants demonstrate have improved our communication and our thinking about what the core issues are. We simply waste less time than we would if we had not retained CDS CC, that’s the bottom line.”

David Woo, board president, Weaver’s Way, Philadelphia

CBLD’s 2011

client survey tells

us that about

90% of board

leaders, GMs and

directors feel that

CBLD services:

• met expectations,

• were worth the costs, and

• that they would be likely to

recommend CBLD to another

group or board.

90%

CBLDcooperative board leadership development

CBLDcooperative board

leadership developmentCBLDcooperative board leadership development

Enroll today to strengthen your board’s leadership

Thanks for your input!

Many of you completed our biennial survey to help us assess our work and to advise

us on the program’s development. We’ll be taking time over the next few months to

study and learn from the survey results and for now mainly wanted to thank you for

sharing your perspective.

Look for the survey again in 2013. Until then, feel free to provide your

comments to your CBLD consultant or Mark Goehring or Marilyn Scholl.

Two of our pilot program features being announced in this brochure are right in line with many comments we received: support

regional connections and the strategic work of boards, and provide additional

leadership training to help individuals and groups be great leaders of their co-ops.

We look forward to supporting your good work! —The CBLD Team

CBLD • page 2www.cdsconsulting.coop/cbld

Ongoing consulting hours Included in CBLD are 15 hours of consultation to be used throughout year. These hours can be used by your board, board leaders, committees, or the general manager in the way that best serves the needs of your co-op board. Consulting typically takes place by phone, email and online meetings.

Examples of how co-ops have used their consulting hours: to gather resources and ideas related to current issues; support follow through on board work plans; plan for member engagement; understand and implement the board’s role during an expansion; improve their board self-evaluation process; to adapt board process for acting on monitoring reports from management; and to strengthen board leadership.

Board retreat planning and facilitationCBLD provides a framework for the established annual retreat. Coupled with the perspective of the CBLD consultant gained from ongoing consulting hours, the retreat becomes a part of an overall plan for development, including skill building, strategic thinking, developing the board’s work plan and team building activities.

Facilitation and planning of a one day retreat is included in the program fee; if your board prefers multi-day or multiple retreats, this can be arranged with your CBLD consultant.

“Our consulting relationship has been an essential part of our success in making a transition to policy governance. We have experienced some significant improvements to our board’s work, our relationship with our owner-members, and with our general manager. As board president, I have benefited from monthly phone consultations that I consider a part of our strategic thinking.”

Jeff Gold, board president, BriarPatch Co-op, Grass Valley, CA

“Extremely valuable … Our consultant has a wealth of knowledge and experience with cooperatives going through situations just like we are. We gain insight into multiple ways of dealing with current situations and historic outcomes from other cooperatives around the country.”

Carla McCullough, board chair, Open Harvest Co-op Grocery,

Lincoln, NE

“We’ve gotten to the point where we now schedule the retreat with our consultant, and then worry about what the topic is going to be for that year. They’re that useful.”

Lynn Dickinson, board president, Co-opportunity, Santa Monica, CA

“Looking back on our retreat weekends, it’s easy to see how our co-op board has grown into a body that is not only able to effectively govern our co-op but is also ready to provide leadership in the movement as a whole.”

Eliza Canty-Jones, board member People’s Co-op, Portland, OR

CBLD • page 3www.cdsconsulting.coop/cbld

CBL101—Foundations Class for DirectorsCooperative Board Leadership 101 is an in-person, multi co-op, one-day training designed to provide a strong foundation for directors. While especially helpful for those new to co-op boards, all directors, top level managers, and board candidates are welcome to participate.

The class topics include:

• Cooperative Values and Principles

• Board Roles and Responsibilities

• Principles of Policy Governance*

• Basic Financial Understanding

Nine sessions are held during the year in various locations. Directors and GMs are welcome to attend any session, be it the one closest to them or the one that best fits their schedule.

“With this foundation in place, we are moving forward with our long term future strategic planning. We couldn’t have achieved this without the help of the CBLD program.”

Barb Morrow, vice president board of trustees, Sno-Isle

Natural Foods Co-op, Everett, WA

* If your co-op doesn’t use Policy Governance, no problem! Many of the co-ops enrolled in CBLD do, so we include an introduction to the principles of Policy Governance in the CBL101 session. Many of the principles apply to governance regardless of the model or style your board uses.

CBL101 schedule 2012East January 28 Brattleboro, VT January 28 Asheville, NC July 7 or 14 Philadelphia or Baltimore

Central January 21 Twin Cities May 19 Mt. Pleasant, Michigan September 17 Minneapolis

West January 21 Albuquerque March/April, Portland or Seattle September 22 Sacramento

“Our co-op decided to transition to Policy Governance. The task seemed daunting, but our consultant compiled policy templates incorporating our preliminary thoughts for a retreat with him. Not only did we end the weekend with a real working set of rough drafts, but he also brought us together as a very functional cooperative working group.”

12th Moon, council president, Greenstar Cooperative, Ithaca, NY

Ph

oTo

By

FEL

ix T

EiTE

LBA

UM

CBLD • page 4www.cdsconsulting.coop/cbld

CBLD LibraryEach year the CBLD team stocks the CBLD Library with new resources that address issues and concerns common to many co-op boards. Co-ops participating in CBLD help determine the topics and provide input for the resources they would like to see developed. These resources are then made available in the CBLD Library. You’ll find:

• Online Recorded Workshops—Recorded workshops play online and are downloadable in Mac and PC formats.

• Field Guides—These brief discussion papers present a way of thinking about a specific topic and provide questions your board can use to make decisions.

• Sample Policies—CBLD maintains a set of sample board policies. We encourage you to take a look and consider refreshing your policies by using these samples as a starting point.

• CBLD GM Report Support—The CBLD team has produced a set of sample monitoring reports that correspond to the CBLD sample policies.

• CBLD GM Compensation Database—This database is designed to provide general managers with confidential, easy and efficient access to co-op comparables to use in compensation proposals.

• Monthly subscription to our e-newsletter Connections. Each issue contains brief and useful features and profiles of co-op board leaders from around the country, keeping you up-to-date on current practices in governance.

“Our board learned a lot reading and researching and discussing our philosophy of salary. What we pay has strategic implications.”

Sacie Lambertson, board chair, Community Mercantile,

Lawrence, KS

Kelsi Swanson, GM at Open Harvest in Lincoln, NE, used the model procedure created by the task force as well as other co-op policies to help her craft a grievance policy for her co-op.

Susan Munkres, board chair at Onion River Co-op in Burlington, VT, said the clarity of the fresh start bylaws process gave her board the means to effectively change the bylaws, educate the members, and ensure their passage.

CBLD Leadership Training | Cooperative Development Services

http://www.cdsconsulting.coop/services/lead-training[7/26/2012 2:44:33 PM]

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New in 2012 — register here

This new in-person, one-day, multi-co-op session is designed to provide board leaders with training that willhelp them incorporate the strategic process into the board’s work plan, build more effective teams and developthemselves as board leaders, with the goal of strong leadership for co-ops. Board chairs, GMs and othersinterested in board leadership are encouraged to attend.

We are piloting the training two times in 2012, running alongside the CBL101 sessions in these locations*:

January 21 – MinneapolisJanuary 28 – Brattleboro, VTSeptember 29 – Sacramento, CA

Leadership Training includes segments on

Personal LeadershipTeam LeadershipOrganizational Leadership – introduction to Cooperative StrategicLeadership (CSL)

Building an effective Top Leadership TeamHow to create and use a Knowledge PoolHow to have a Strategic Conversation

“This training will explore what goes into successful leadership, thatcritical element that can transform frustration, stagnation, orunderwhelming results into high-functioning top-performance teamsand organizations,” said Joel Kopischke, CDS CC CBLDconsultant.

*The current plan being explored is to offer Leadership Training every other year in 4 to 5 locations alongside ofCBL101, which is offered nine times each year.

CBLD Leadership TrainingAbout

FAQ

Newsletters

More Resources

Consultants Services For Startups Clients

Home Contact Feedback

CBLD • page 5www.cdsconsulting.coop/cbld

CBLD Leadership TrainingThis new in-person, one-day, multi co-op session is designed to provide board leaders with training that will allow them to incorporate the strategic process into the board’s work plan, build more effective teams and develop themselves as board leaders.

The day includes:

• Cooperative Strategic Leadership Training

• Building a Great Team

• Individual Leadership Development

Two pilot sessions will be held in 2012 with four to five per year beginning in 2013. The Leadership Training will be held concurrent with CBL 101 sessions in these locations:

CBLD Leadership Training schedule 2012

East January 28 Brattleboro, VT

Central January 21 Minneapolis

CBLD for StartupsStartup food co-op boards have unique governance needs, and the CBLD Team is developing support resources for these groups. The focus will be similar to the CBLD program but will recognize the needs of startup boards as they work through the different phases of their co-op’s development.

We can support your leadership team’s process whether you need assistance with bylaws, member committees, delegation to a project or general manager or any of the myriad leadership responsibilities of a startup food co-op.

CBLD for Startups will correspond to the work done by all CDS CC consultants, the Food Co-op Initiative (www.foodcoopinitiative.coop), and the NCGA Development Co-op.

“For a start-up co-op, governance is a pretty daunting challenge. I’m incredibly pleased that we had the wisdom to attend CBL101 and subscribe to the ongoing support hours. Our monthly chats with our advisor have been invaluable. Even though we are still 12 months from opening, we have an appropriate structure to guide and direct a general manager to accomplish our member’s wishes. We might have had a store without CBLD, but we would not have had an adequate board structure.”

Joe Marks, board president, Monadnock Community Market,

Monadnock, NH

1. StrategicDirection

2. Planning

3. Action4. Perform

ance Monitoring

A Knowledge

Pool

B Strategic

Conversations

PiLOT PROGR AM FEATuRES FOR 2012

Cooperative Strategic Leadership

CBLD • page 6www.cdsconsulting.coop/cbld

Strategic Co-op Seminars We are piloting a regional conference model to support strategic conversations about cooperation’s role in our communities and beyond. Based on the Cooperative Strategic Leadership paradigm, these seminars are designed to bring entire boards of directors together with other boards from their region to have strategic conversations on the values and principles of cooperation, and how they apply to current issues.

This will be a seminar format with a very engaging and interactive day of facilitated conversation. Advisory groups drawn from co-ops in the regions will be established to help shape the sessions and materials. Participants will leave with tools for continuing strategic conversations in their own co-ops and communities.

Sessions will be webcast live and recorded. Recordings and discussion guides will be available in the CBLD library. Online discussion threads will be hosted by Cooperative Grocers Information Network (CGIN).

We are pleased to kick off the Strategic Co-op Seminars during the International Year of Cooperatives, and that the National Cooperative Grocers Association (NCGA), the National Cooperative Business Assoc-iation (NCBA), Neighboring Food Co-op Association (NFCA), CGIN and other organizations will be sponsors and partners in these regional conferences.

Strategic Co-op Seminars schedule 2012

Four conferences are being planned:

Northeast (Neighboring Food Co-op Association area) March/April

Minnesota/Wisconsin March/April

TBD october/November

TBD october/November

The seminars will be held in locations within driving distance of nine regions.

Attendance is not limited to those within a region: Each seminar will be open to anyone from any region.

Regions for 2012 and future years we are considering: • Northwest• California• Southwest• Texas• Southeast• Central• Michigan

More information will be available through Connections at a later date.

Strategic Seminars

CO

-OP

Strategic Seminars

CO

-OP

“The ongoing support I have enjoyed as board president, in addition to the outstanding facilitation the Sevananda Board has received at retreats, makes for an invaluable overall leadership development experience.”

Calvin Vismale, board president, Sevananda Food Co-op, Atlanta

CBLD • page 7www.cdsconsulting.coop/cbld

Meet the consultantsOur team of CBLD consultants looks forward to supporting you and your board. While each co-op in CBLD works with a primary consultant, we work closely together, collaborating on resources and approaches to our work that will best meet your needs.

CBLD consultants are members of the CDS Consulting Co-op, a group of independent consultants with a rich history of supporting cooperative development.

See our website www.cdsconsulting.coop for more information.

CDS Consulting Co-op is the exclusive agent of its members. All the Co-op’s actions and business are specifically and only undertaken on behalf of its Members who in each case are the principal party with whom the client contracts for services.

Front row: Joel Kopischke, Thane Joyal, Todd Wallace, Nina Johnson

Back row: Mark Goehring, Marilyn Scholl, Art Sherwood, Michael Healy

Learn more about our CBLD consultants at

www.cdsconsulting.coop

CBLD • page 8www.cdsconsulting.coop/cbld

Co-ops Participating in CBLD

For more information about CBLD, contact Mark Goehring

MarkGoehring@cdsconsulting.coop

802-380-3824

CBLD 2012 program fee and related costsThe CBLD program fee for 2012 participation is $5,850.

it is paid in four installments in March, June, September and December.

Financial assistance may be available to support participation in CBLD. if your board faces financial constraints to participation, please contact Mark Goehring (MarkGoehring@cdsconsulting.coop).

in addition to the participation fee, your co-op will also need to budget for:

Logistical costs for your retreat and travel costs for your consultant to attend.

Travel costs for your directors to attend CBL101

Telephone costs associated with consulting calls and online workshops.

3 Rivers Natural Grocery, Ft Wayne, iN

Abundance Cooperative Market, Rochester, Ny

Alberta Cooperative Grocery, Portland, oR

Berkshire Co-op Market, Great Barrington, MA

Bloomingfoods Market & Deli, Bloomington, iN

Bluff Country Co-op, Winona, MN

Brattleboro Food Co-op, Brattleboro, VT

Briar Patch Community Market, Grass Valley, CA

Chatham Marketplace, Pittsboro, NC

Chequamegon Food Cooperative, Ashland, Wi

Chico Natural Foods Cooperative, Chico, CA

City Center Market, Cambridge, MN

Common Ground, Urbana, iL

Community Mercantile Co-op, Lawrence, KS

Concord Cooperative Market, Concord, Nh

Cook County Whole Foods Co-op, Grand Marais, MN

Co-opportunity Consumers Co-op, Santa Monica, CA

Deep Roots Market, Greensboro, NC

East End Food Co-op, Pittsburgh, PA

East Lansing Food Co-op, East Lansing, Mi

Eastside Food Cooperative, Minneapolis, MN

Elm City Market, New haven, CT

Ever ‘man Natural Foods Co-op, Pensacola, FL

Fairbanks Community Cooperative Market, Fairbanks, AK

Food Conspiracy Co-op, Tucson, AZ

Food Front Cooperative Grocery, Portland, oR

Franklin Community Co-op, Greenfield, MA

French Broad Food Co-op, Asheville, NC

Friendly City Food Co-op, harrisonburg, VA

Grain Train Natural Foods Market, Petoskey, Mi

Grass Roots Co-op, Anoka, MN

GreenStar Cooperative Market, ithaca, Ny

Good Foods Market & Café, Lexington, Ky

hanover Consumers Cooperative Society, hanover, Nh

harmony Natural Foods Co-op, Bemidji, MN

harvest Co-op Markets, Boston, MA

harvest Moon Natural Foods, Long Lake, MN

hendersonville Community Co-op, hendersonville, Nh

hunger Mountain, Montpelier, VT

Just Food Co-op, Northfield, MN

Lexington Co-operative Market, Buffalo, Ny

Linden hills Co-op, Minneapolis, MN

Los Alamos Cooperative Market, Los Alamos, NM

Maple City Market, Goshen, iN

Marquette Food Co-op, Marquette, Mi

Menomonie Market Food Co-op, Menomonie, Wi

Middlebury Natural Foods Co-op, Middlebury, VT

Monadnock Community Market, Keene, Nh

Mountain View Market, Las Cruces, NM

National Cooperative Grocers Association (NCGA)

Neighborhood Co-op Grocery, Carbondale, iL

New Leaf Market Natural Foods Grocery & Deli, Tallahassee, FL

oneota Community Co-op, Decorah, iA

onion River/City Market, Burlington, VT

open harvest Co-op Grocery, Lincoln, NE

oryana Natural Foods Market, Traverse City, Mi

outpost Natural Foods Co-op, Milwaukee, Wi

PCC Natural Markets, Seattle, WA

People’s Food Co-op, Ann Arbor, Mi

People’s Food Co-op, Kalamazoo, Mi

People’s Food Co-op, La Crosse, Wi

People’s Food Co-op, Portland, oR

Pioneer Food Market, Troy, Ny

Putney Food Co-op, Putney, VT

Rising Tide Community Market, Damariscotta, ME

River Market Community Co-op, Stillwater, MN

River Valley Market, Northampton, MA

Roanoke Natural Foods Co-op, Roanoke, VA

Sacramento Natural Foods Co-op, Sacramento, CA

Sevananda Natural Foods, Atlanta, GA

Seward Cooperative Grocery & Deli, Minneapolis, MN

Silver City Food Co-op, Silver City, NM

Sno-isle Natural Foods Co-op, Everett, WA

Saint Peter Food Co-op and Deli, Saint Peter, MN

Springfield Food Co-op, Springfield, VT

Swarthmore Co-op, Swarthmore, PA

Syracuse Real Food Co-op, Syracuse, Ny

The Common Market, Frederick, MD

Three Rivers Market, Knoxville, Ky

Tidal Creek Cooperative Market, Wilmington, NC

Toledo Natural Food Co-op, Toledo, oh

Viroqua Food Cooperative, Viroqua, Wi

Weaver Street Market, Carrboro, NC

Weavers Way Coop, Philadelphia, PA

Wheatsfield Cooperative, Ames, iA

Wheatsville Food Co-op, Austin, Tx

Willimantic Food Co-op, Willimantic, CT

Willy Street Co-op, Madison, Wi

Whole Foods Co-op, Duluth, MN

Wild oats Cooperative, Williamstown, MA

TO EnROLLComplete and return the Participation Agreement to Mark Goehring.

July 31, 2012 EXHIBIT C TO: Board of Directors FROM: Paul Cultrera MONTHLY GENERAL MANAGER=S REPORT Ownership The following chart shows owner discounts, owner equity and the return on that equity represented by the discounts:

Owner Discounts Current

Equity ROI

Month Discounts Monthly Annual September 11 $19,437 $1,797,906 14.04% 20.54% October 11 $25,759 $1,794,662 14.93% 14.93% November 11 $51,568 $1,809,584 26.94% 24.69% December 11 $28,768 $1,805,759 16.57% 21.82% January 12 $24,789 $1,823,068 14.14% 19.65% February 12 $21,698 $1,896,083 15.09% 15.83% March 12 $61,571 $1,873,263 42.73% 19.79% April 12 $28,723 $1,888,007 15.82% 19.04% May 12 $48,877 $1,897,022 33.50% 20.56% June 12 $27,172 $1,909,315 18.50% 20.24%

Personnel Annualized turnover for June was 45% (6 employees out of 174). Last year the rate was 7%. Year-to-date, annualized turnover is running at 16%. Last year at the time annualized turnover was running at 12%. We continued the rollout of our new customer service training program under the leadership of Training Coordinator Stephanie Merriman. Ninety employees attended the second phase of training sessions during the month, bringing the total attendees of that phase up to one hundred and eleven. Twenty employees attend a Grower’s Luncheon where Paul Underhill of Terra Firma Farm was the featured guest grower. Directions 2000 Goal # 1: Provide a broad selection of products at fair prices. During June, 3,059 Co-op owners took advantage of the Owner Appreciation Month discount, earning $37,745 in discounts (an average of $12.34 per owner). Goal # 2: Provide excellent customer service and consumer education. 373 people attended 21 classes and events in the Community Learning Center during June. Class fees totaled $8.985 resulting in a profit of $3,014. Owners earned $816 in discounts. Classes with the highest attendance were: Healthy Thai (42); Sweet and Savory Crepes (34); ready, Set, Grill (26).

Goal # 3: Succeed as a sustainable business that reaches as many people as possible. Initial design work for the proposed relocation continues in collaboration with the NCGA DC and architect David Mogavero continues. We have been collaborating with SMUD’s Net Zero and Savings by Design program representatives on energy conservation features. I have received loan term sheet proposals from the National Cooperative Bank and for Once Coast Pacific Bank. I sent both banks the updated pro forma that included changes in sales projections based on our performance since the opening of the Sunflower Market store. I have also met with representatives of Union Bank and Bank of Sacramento. The latter two banks have expressed interest in the relocation project and I have sent them an updated pro forma. I have been consulting with attorney Therese Tuttle regarding the final stages of our application to the California Department of Corporations for a permit to allow us to offer preferred shares. The application is now ready to go to the Department of Corporations. Goal # 7: Honor the earth and cultivate the Co-op’s relationships with the communities we serve and with the broader network of farmers, suppliers, manufacturers, and cooperatives. We continue to raise funds for the One Farm at a Time program. In June, $959 was collected at our registers and through the piggy banks and we sold $1,092 worth of OFaaT merchandise. Through July 9 we have contributed $93,534 to the proposed purchase of an agricultural easement for Good Humus Produce. When amounts raised by Davis Food Co-op and Good Hums Farm are included, a total of $137,228 has been raised.

June 2012 Project Update Education and Communications/Design Departments

Outreach: California State Lottery Health Fair – June 7 The Co-op outreach team reached out to over 150 California State Lottery employees at their new headquarters building on North 10th Street. Samples of our deli's summer rice salad were the big attractions at the Co-op booth. Promotions included ways to save, classes (Wines, Ciders & Sliders), summer produce, deli/catering services and Co-op ownership. This was a great outreach opportunity as many folks didn't know about the Co-op and were genuinely interested in learning more about our store. King of Feasts - Wine & Food Luau – June 23 This is a popular annual fundraiser for the Sacramento Zoo which attracts over 600 guests. The Co-op created a dynamic, interactive outreach booth featuring key products from all of our departments. An abundance of delicious food was highlighted including deli salads, summer fruit, artisan oil and vinegar tasting, assorted Greek olives from our olive bar, salami, kale chips, coconut water as well as samples of supplements and body care. The beautiful display engaged the guests’ five senses, so they fully experienced what the Co-op has to offer. Co-op Events & Education: Media Luncheon & Store Tours – June 22 Store Tour w/ American Association of University Women – June 28 9 guests; 1 guest became an owner Cheese making Workshop at Full Belly Farm – June 3 Great workshop – 13 students attended and learned a lot and had lots of fun: milked a cow, made several cheeses to take home and ate a lovely farm fresh lunch.

Farm Bill Workshop – June 27 –15 people attended with speakers from the California Food Justice Coalition and Sac Food Bank & Family Services. Donations: Slow Food – class passes for Urban Ag Festival auction Sacramento Regional Conservation Corps – 2 teen cooking class passes for Breakfast on the River fundraiser Sacramento County Young Farmers & Ranchers Committee – gift card and Chico bag for Summer Kickoff BBQ raffle UC Davis Cancer Center – food/beverage sponsor for National Cancer Survivors Picnic Born Free USA animal refugee organization – gift card for Off the Wall Fair Alice Birney Waldorf Inspired Elementary School – 1 box of mixed salad greens for 8th grade graduation dinner Sacramento Food Bank & Family Services – deli salads Health Education Council – gift card for Juneteenth Festival raffle Women’s Empowerment Walk – gift card and Chico bag for raffle Project HYPE (Healthy Youth for Physical Excellence) – healthy snacks for summer program Sac State – gift card and Chico bag for new student orientation raffle Tahoe/Colonial Collaborative – gift card for Health & Safety Fair raffle New Owners: Owner Drives: 15 Total New Owners this Month: 81 2012 Target: 1,000 Year to Date: 807 TV: Cooking Segments: KCRA 3 June 6/13-Chef Dio demonstrated Grilled Portobello Mushroom Burgers for Father’s Day and promoted cooking classes and our 100% organic produce department. CLC & Cooking School: Attendance: 373 Private Classes: none E-Marketing: Number of Subscribers: 5,524

Facebook: Total of active fans – 4,100 Twitter: followers – 1,036 New CLC-focused e-blast promoting classes and events premiered at the end of June to publicize the July 2 and 3 class promo, upcoming classes and favorite products and recipes. Something similar will go out monthly to interested subscribers and past cooking school students. July Events: Board of Directors Meeting – July 3 Taste of East Sacramento – July 8 Food System Collaborative Quarterly Meeting – July 10 Owner Worker Orientation – July 11

Upcoming Outreach Events for August – October 2012: WIC Breastfeeding Celebration – August 10 Co-op Day at State Capitol – August 21 Oak Park Farmers’ Market Cooking Demo – Aug. 25, Sept. 15 & Oct. 20 Little Buckaroos Day at Crocker Art Museum – September 3 YMCA Senior Health Fair – September 19 Soil Born Farms Autumn Equinox – September 22 Hoes Down Harvest Festival – October 6-7 Harvest Mix at Crocker Art Museum – October 11 Healthy Women, Healthy Lives Conference – October 18 Run for a Safe Haven in Land Park – October 27

Committee Reports Board of Directors Meeting

August 7, 2012 Associated Cooperatives/Twin Pines Cooperative Foundation - Ann McCandless, Representative There are 29 food co-ops sponsoring Co-operative Community Funds through Twin Pines. The Cooperative Community Funds act as endowments. The annual earnings of each CCF are donated by the sponsor Co-op to nonprofits in their local community. Since 1998 the CCF’s will have made donations of almost $300,000 to hundreds of local nonprofits. About 25% was donated to creating and supporting other local cooperatives. The SNFC account balance at the end of 2011 was $52,218 and the admin fee was 1% of that amount which came to $522.18. Please note that TPCF received 4.2% interest on the investments over the year – the same as the previous year – and much better than the general investment market. With the 4.2% return on our investment, less the admin fee, $1,583 was available for SNFC to donate to community programs. The TPCF administration fee pays for staff’s time to process donations to the accounts and send thank you cards, create checks as directed by the member co-ops to community organizations and time spent researching and creating the best investment opportunities for the endowment funds. Accounts under $50,000 pay ½% fee while accounts over $50,000 pay 1%. I have attached an information sheet about Twin Pines Cooperative Foundation. BEST (Board Effectiveness Support Team) /LEAD – Paige Lettington, Representative The most recent issue of the LEADer was released to co-ops on June 25. The theme of this issue was “Grow That Co-op.” This issue marks four full years of LEADers covering a wide array of subjects. I’m not trying to toot my own here—I am only one member of the BEST (Board Effectiveness Support Team), but taken as a whole, these LEADers would be excellent orientation tool (required reading perhaps) for new board members. I wish there had been something like this when I started on the board. Each one also includes a study guide, which boards can use to have focused discussions as part of ongoing board education and leadership discussions, or at retreats. The next issue focuses on leadership and we are just finishing up the first draft. Board Candidate Development and Nominations Committee – Alicia Dienst and Steve Maviglio, Co-Chairs Report not provided. ECOS - Michael O’Sullivan, Representative Next meeting September 17

ECOS has formed a new subcommittee, the Food and Green Economy Committee to address the growing interest in food supply and local economies.

The Land Use Committee is still closely watching the expansion efforts of Elk Grove sphere of influence and the Southeast Connector Project.

Upcoming dates: ECOS Environmentalist of the Year Awards, September 27 . Education Committee, Alicia Dienst, Chair Report not provided. Finance Committee – Sonny Eboigbe, Chair Report not provided. Policy Committee – Michelle Reynolds, Interim Chair Committee did not meet. SCCF Committee – Ann Richardson, Chair Report not provided.

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FUND FILLED FACTS FOR 2012 Cooperative Community Funds (CCF)

In 2012, there are 29 food co-ops sponsoring Co-operative Community Funds. By FYE 2012 the 29 participant co-ops of the Cooperative Community Fund will:

Serve over 20 million customers a year in their Co-op Food Stores Do over $600 million dollars a year in retail trade Serve 600,000 people in co-op member households Operate about 40 retail locations in fourteen different states See the largest CCF fund about $300,000 in endowment assets Have a combined CCF endowment balance of almost $1,100,000 TPCF/CCF will have invested about $2 million in cooperative development

The Cooperative Community Funds act as endowments. The annual earnings of each CCF are donated by the sponsor Co-op to nonprofits in their local community. Since 1998 the CCF’s will have made donations of almost $300,000 to hundreds of local nonprofits. About 25% was donated to creating and supporting other local cooperatives. The Cooperative Community Funds actively fulfill three of the International Cooperative Alliances Cooperative Principles; “Education Training and Information”, “Cooperation among Cooperatives” and “Concern for Community.” In 1990, North Coast Cooperatives (NCC) began the concept that later became the Cooperative Community Fund. With their approval, the Twin Pines Cooperative Foundation began replicating the NCC program in 1999, first in California and later nationally. Twin Pines Cooperative Foundation invests the TPCF/CCF assets in cooperative development funds, NCB Savings, and in those credit unions, and community owned banks which actively support cooperatives. The TPCF/CCF assets create a vibrant cooperative and community building economy throughout the USA. TPCF/CCF has invested/loaned to the following cooperative development funds and projects: $350,000 Northcountry Cooperative Development Fund (Midwest) $200,000 Cooperative Fund of New England (New England) $175,000 ICA Leaf Fund (Northeast and National) $300,000 Organic Valley Co-op (based in Wisconsin with membership of farmers in USA) $100,000 Sacramento Natural Foods Co-op (second store financing)

Twin Pines Cooperative Foundation 216 F Street #1844 Davis, CA 95616

www.community.coop

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$100,000 Briarpatch Co-op (move to a new larger location in Nevada City) $300,000 Equal Exchange (based in New England: national distribution to most food co-ops) $200,000 NCB Savings (federally insured) (the National Co-op Bank’s affiliate) $300,000 New Hampshire Community Loan Fund $100,000 plus deposits in a local federally insured credit union TPCF has also lent and been repaid $200,000 in loans to the Sacramento Natural Foods Co-op and the Briarpatch Co-op in Nevada City. TPCF/CCF provides more funding to cooperative development organizations in the US than any other cooperative organization. TPCF/CCF assets are financing the development of consumer, worker and housing cooperatives in all fifty states. Every dollar invested by the TPCF/CCF program creates leveraging of at least 10 dollars of additional financing to the 1 dollar from TPCF/CCF. TPCF/CCF dollars generate over $20 million of lending mainly to food cooperatives. Almost every new food co-op, second store and existing food co-op expansion is funded with dollars from the cooperative development groups TPCF/CCFs invest in. By FYE 2015 TPCF/CCF is projected to have assets of over $2.5 million dollars. Invested in cooperative development organizations this will then create $25 million dollars of bank financing for new and existing cooperatives. The more CCF’s there are the more donations to community groups at the local level and the more funds for cooperative development at the regional level. The CCF program has gratefully received project funding from the groups listed below. Please support these groups in every way possible. TPCF is always looking for support for the Cooperative Community Fund program. Please contact either David or Cathy at the addresses below if you would like to be part of our efforts. Since 1998 TPCF has continued to provide annually $25,000 in cash program support and $25,000 annually in professional time is given by David Thompson as an in kind labor donation for the CCF program. TPCF has also donated a total of $100,000 in matching funds and received additional external contributions of $150,000 for our matching funds and program support. See our web site section on funders.

National Sponsor, Supporter and Donor: Twin Pines Cooperative Foundation, Davis, CA National Matching Fund Supporters: National Cooperative Bank/NCB Development Corporation, Washington, DC The MSI Fund of the Cooperative Development Foundation, Washington, DC Organic Valley Co-op, La Farge, WI Blooming Prairie Foundation, Madison, WI Equal Exchange, West Bridgewater, Massachusetts Regional Matching Fund Supporter: The Cooperative Foundation, St. Paul, MN

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Regional Sponsors: Cooperative Fund of New England LEAF (Local Enterprise Assistance Fund) of the ICA, Brookline, Massachusetts Northcountry Cooperative Development Fund, Minneapolis, MN National Program Support Donor Equal Exchange, Organic Valley Co-op National Cooperative Bank/NCB Development Corporation, Washington, DC Twin Pines Cooperative Foundation a 501©3 tax exempt organization established in 1964. Over forty seven years of building cooperatives. You can find us at: www.community.coop

Cathy Murnighan, Executive Director, Twin Pines Cooperative Foundation 216 F. Street, #1844, Davis, CA 95616 Tel. 916-944-4935 cmurnighan@community.coop David J. Thompson, President, Twin Pines Cooperative Foundation Tel. 530-757-2233 dthompcoop@aol.com Our CCF Participants (in alphabetic order) Ashland Food Co-op, Ashland, OR Bloomingfoods, Bloomington, IN (East, Downtown & Near West) Brattleboro Food Co-op, Brattleboro, VT Briarpatch Community Market, Grass Valley, CA City Market, Burlington, VT Co-opportunity, Santa Monica, CA Davis Food Co-op, Davis, CA East End Co-op, Pittsburgh, PA Food Co-op Conspiracy, Tucson, AZ Hanover Food Co-op, NH (Hanover; South Park Street & Lyme Rd & Lebanon) Hunger Mountain, Montpelier, VT Isla Vista Food Co-op, Goleta, CA La Montanita, NM (Alburqueque, Gallup, Santa Fe) Lakewinds Natural Foods, MN (Minnetonka, Anoka & Chanhassen) North Coast Cooperatives, CA (Arcata and Eureka) Open Harvest, Lincoln, NE Outpost Natural Foods, Milwaukee, WI (Capital, State & Kinnickinnic) People’s Food Co-op, La Crosse, WI People’s Food Co-op, Portland, OR Quincy Natural Foods Co-op, Quincy, CA Rising Tide, Damariscotta, ME Sacramento Natural Foods Co-op, CA River Valley Market, Northhampton, MA Seward Co-op, Minneapolis, MN Tidal Creek Cooperative, Wilmington, NC Valley Natural Foods Co-op, Burnsville, MN Weaver Street Market, NC (Carrboro, Southern Village, Hillsborough) Wheatsville Food Co-op, Austin TX Willy Street Market, Middleton, WI

TO BE PROVIDED AT BOARD OF DIRECTORS MEETING

August 2012 Self Monitoring Survey

Board  Member Alicia Dienst Robert Duncan Sonny Eboigbe Joel Erb Steve Maviglio Michelle Reynolds Ann RichardsonPolicy D3Delegation to the GMThe board delegates authority to the GM through written Ends and Executive Limitations policies. Usually Usually Usually Usually UsuallyAs long as the GM uses any reasonable interpretation of the board's Ends and Executive Limitations policies, the GM is authorized to establsih all further policies, practices and plans for the cooperative. Usually Usually Usually Usually UsuallyThe board will respect and support the GM's choices as long as those choices are based on reasonable interpretations of board policies. Usually Usually Usually Sometimes UsuallyIf we change an Ends or Executive Limitations policy, the change only applies in as specified for a date in the future. Sometimes Usually Don't Know Sometimes Don't KnowDo you have any comments or thoughts about our performance relative to Policy D3? NODo you think Policy D3 needs to be reviewed or changed? Which part and

why? no

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2012 SNFC Calendar

JANUARY FEBRUARY MARCH APRIL MAY JUNE

STUDY (STRATEGIC, ENDS RELATED BOARD

THINKING)

Reflection - consider the year ahead

Food Safety Legislation (MR)

No Education (quarterly meeting)

Parliamentary Procedures (RD)

Sustaining the Source for our Natural Food (SE)

No Education (quarterly meeting)

BOD-MEMBER ENGAGEMENT (NEWSLETTER

ARTICLES)

Print / Online Board Perspective due Dec 1

(SM)

Online Board Perspective due February 1 (AR)

Print / Online Board Perspective due Feb 15

(AD)

Online Board Perspective due April

15 (MR)

Online Board Perspective due June 15 (SE)

Online Board Perspective due June 15 (AT or new

appointment)

BOD-COMMUNITY ENGAGEMENT

Quarterly Membership Meeting, SCCF RFP

available online (awards made by June)

Owner appreciation MonthQuarterly Membership

Meeting, present SCCF awards

BOARD DEVELOPMENT Board Retreat (Feb 5, 8:30 AM, Southside Housing) CBLD 101 (March 27) CCMA (June 10-13)

ADMIN AGENDA ITEMS

Begin annual by-laws and policy review (complete by April), BCDN recruitment, finalize BCDNC plans and

packets

Publish and distribute Co-op Annual Report

review/approve the SCCF funding recos so

committee can request checks

Board Retreat Follow-up

Finance Committee Initiates annual audit /

review process

ENDS MONITORING ENDS REPORT

EXECUTIVE LIMITATIONS MONITORING

Ends Monitoring Report Presented to Board

B1 Financial Condition (include external audit) B3 Asset Protection

B1 Financial Condition, B4 Member Rights and

Responsibility & B6 Staff Treatment and Compensation

B5 Treatment of Customers

BOARD PROCESS MONITORING no report

C Global Governance Commitment & C1 Governing Style

no report

D2 Accountability of the GM & D4

Monitoring GM performance

C4 Board meetings & C3 Agenda Planning no report

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2012 SNFC Calendar

JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER

International Year of the Cooperatives (AD)

No Education (meet the candidates night)

Trends in the Grocery Industry (SM) TBD (AR) TBD (AD) No Education (quarterly

meeting)

Print / Online Board Perspective due July 15

(RD)

Online Board Perspective due August 15 (SM)

Online Board Perspective due September 15 (AR)

Print/ Online Board Perspective due

September 1 (AD)

Online Board Perspective due November 15 (MR)

Online Board Perspective due

December 15 (SE)

Quarterly Membership Meeting / Meet The

Candidates Owner appreciation Month Quarterly Membership

Meeting

Board Orientation Review and plan for Board

orientation / training for new candidates

Begin orientation of new board members

CBLD 101

Continue orientation of new board members;

Western Corridor NCGA Training

Continue orientation of new board members

Decide who will attend CCMA

Begin GM appraisal process (must complete by

October)

Begin annual budget review / approval

Officer Elections

Review / update master calendar

Elect Board Officers

Appoint Committee Chairs and Members

Election schedule due

UPDATE ENDS REPORT UPDATE ENDS REPORT UPDATE ENDS REPORT

B1 Financial Condition B9 GM Emergency Succession Planning

B7 Communication to the Board & B8 Board Logistical Support

B1 Financial Condition & B2 Planning and

BudgetingB3 Asset Protection

C4 Board meetings & C3 Agenda Planning D3 Delegation to the GM

D Global Board Management Connection

& D1 Unity of Control

C5 Directors Code of Conduct, C8 Governance

Investment, & C2 The Boards Job

C6 Officers Roles & C7 Board Committee

Principlesno report

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