Louisville Community Grocery Coop

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MINUTES of the 2024 Annual Meeting, October 15, 2024

Attendance, with QUORUM present:

Ameerah Granger, Juan Davis, Frank Schwartz, Gary Watrous, Quincy Brents, Michelle Lori, Tony Manning, Gina Braxton, Alix Davidson, Amanda Fuller, Keturah Herron, Aleece Smith, Jesemia Avila-Ugalde, Robin Hawkins, JeNal Taylor, Emily Boone, Seamus Allman, Present on Zoom: Gwen Kelly, Andrew Kang-Bartlett, Taylor Ryan

Board Members: Arte Chamber, Cassia Herron, Judy Schroeder (Secretary)

Guests: Mariel Gardner, Theresa Boyd (Smoketown Community Land Trust),

 Keith Wicks (Presenter, Consultant)

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INTRODUCTION:  Following our potluck meal, Cassia Herron opened the meeting with greetings  and a round of introductions. Guests include Theresa Boyd from the Smoketown Community Land Trust, which now holds title to the Finzer property, and Keith Wicks, Guest Speaker and marketing consultant, to present his findings from his comparative Market Analysis, updated to 10/24.

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STATE of OUR CO-OP, Part I:   \\ This meeting was the first opportunity for Owners to hear background offered directly by Cassia and co-founder Amanda Fuller about the power struggle that evolved following LACE’s receipt of a generous Operating Funds granted by the Com Foundation of Lousville (CFL) in 2022.   \\

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Before 2023, the Co-Director responsible to LCG’s board had resigned, blaming the

LACE Director for a “hostile work place”; Cassia Herron’s consulting contract was completed with no renewal; and Amanda was the last-standing LCG Board member, guarding our Finances as Treasurer, with only two other officers on the Board, both elected from LACE.

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In March 2023, during an emergency ad hoc meeting called together by Amanda to discuss our leadership crisis, those two officers convened as an executive leadership team to remove Amanda from her position as Treasurer. Amanda subsequently resigned her Board seat.   \\

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When Amanda, Cassia, and other LCG owners protested, LACE filed a “cease & desist” court order against both Amanda and Cassia to silence them, threatening to sue.   \\

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Other Owners continued to attend and protest at “LCG Owners Meetings” organized by LACE throughout the remainder of Spring, 2023 (staffed and funded by the CFL grant).   \\

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During March-April 2023, while LACE continued planning to build on the Finzer site, they proceeded to seat four newly recruited LCG owners to fill “interim” LCG Board seats.

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However, in May 2023 that new LCG Board received notice from LACE that they were unilaterally TERMINATING the Memorandum of Agreement between LACE and LCG, and immediately withdrew all support.

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The two organizations engaged lawyers to accompany them into mandated Mediation, but there was no movement toward agreement. The LACE position was that all intellectual property actually belonged to LACE, and they would keep possession.

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That means, until LACE dissolved in 2024 & became willing to release control, LCG LOST:

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All staff support and access to all funds jointly raised from foundations and Metro gov. (The only funds remaining were Owners’ direct investments, plus one personal loan.)

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Use of our logo (the power salute holding an ear of corn)

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Codes and passwords that accessed ALL online domains: our website, the database of owners’ contact information, Mailchimp, etc.

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An office & all office equipment

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The expertise of our Founders, who had both been threatened with suit.    \\

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With Metro Gov as its advisors, the 2023 LCG Board of Directors pursued construction of a Co-op Store on Wilson Avenue, in a 20,000 sf. privately-owned property that Metro Government wished to see developed as a grocery, replacing two previously-failed groceries in the same location. This development was the main topic of discussion at the October, 2023 Annual Meeting, when the meeting refused to approve acquisition and further expenditures until the Board produced a full accounting of Treasury funds. (There was no Treasurer’s Report during the 2023 Annual Meeting.)

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STATE of the CO-OP: Part 2

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Finance Report -  See link ?

Seamus Allman, Finance Committee member with SteVon Edwards, and Acting Treasurer  \\

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Market Research - Cassia Herron reported that, after the 2023 Annual Meeting, this

Committee recommended, and the 2023 Board approved, an updated “apples to apples” Market Study by the research firm that has previously proven itself knowledgeable about the Louisville market. Keith Wicks, consultant, updated all data and included 3 new site locations in research he will present tonight. This 2024 study eliminated 3 of our previous locations, including the Wilson Ave location that the 2023 Board of Directors spent $_______ to develop, prior to 10/23.

Total cost for Keith Wicks updated research: $ _______, from Owners’ funds.   \\

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Owner Engagement & Technology - See link?

    Arte Chambers, Technology coordinator, Co-Chair of Owner Engagement Committee with

Judy Schroeder

IV.  ANNUAL ELECTIONS  \\

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Suspend ByLaws to postpone annual elections until January 2025.   \\

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Approved:  Following a vote to confirm the “extraordinary” election of 4 new Full Term

Directors during the January 16th, 2024 Owners’ Meeting, this Ammual Meeting votes to temporarily suspend ByLaws Article 3.1 (re: Annual Meeting) and postpone other full-term elections of directors until the next duly conducted Oweners’ Meeting in January, 2025. An Interim Nomintaing Committee will convene during this quarter to accept, properly vet, and nominate a full, renewed Board of Directors at that time.

B.  Next Steps:

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VOTE on Election of 2024 Interim Board members to Full Terms

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Alix Davidson facilitated the distribution and counting of ballots to confirm full, 3-year Terms for Arte Chambers, Cassia Herron, Judy Schroeder and DeNita Wright. ALL Nominees were Elected.   \\

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TAKE VOLUNTEERS for NOMINATING COMMITTEE

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TAKE NOMINEES to be vetted for January Elections

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INTRODUCE candidates in next Newsletter before Elections inJanuary 2025

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Judy Schroeder solicited input from the meeting.

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Emily Boone agreed to join a Nominating Committee, and Tony Manning was put into nomination for 2025.   \\

V.  PROGRAM & Discussion: Cassia introduced Keith Wicks (via Zoom) for our program.

  LINK recording?

VI. MEETING ADJOURNED:   7:45 p.m.