Idea Transcript
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Hass Avocado Board Meeting Minutes
Wednesday, March 22, 2017 1:00 p.m. – 2:45 p.m. Westlake Village Inn – Lakeside Room 31943 Agoura Road Westlake Village, CA 91361
A meeting of the Hass Avocado Board (HAB) was held on Wednesday, March 22, 2017 at 1:00 p.m. at Westlake Village Inn, Westlake Village, California with the following people in attendance:
BOARD MEMBERS
GUESTS PRESENT
Angela Fraser, CAC April Aymami, CAC Charley Wolk Donald Reeder Gary Caloroso, Giumarra Michael Angelo, Westfalia Miguel Hernandez Ryan Fink, Mission Produce
Bob Schaar Chris Henry Debbie Willmann Elaine Bannatyne Gahl Crane Javier Medina Keith Barnard Laurie Luschei Linda Mullins Salvador Dominguez Scott Bauwens Thomas Escalante
Sue Coleman, USDA Alice Gomez, Cornerstone Gov’t. Affairs
BOARD MEMBER ALTERNATES
STAFF PRESENT
Ben Van Der Kar Jim Swoboda Jorge Hernandez Jose A. Castro Ohannes Karaoghlanian
ALTERNATES ABSENT Heath Shoup Mike Adams Rodrigo Lopez Pamela Thakur Patrick Lucy
OFFICIALLY PRESENT
Alejandro Gavito, HAB Dr. Nikki Ford, HAB Emiliano Escobedo, HAB Gina Widjaja, HAB Robert Rumph, HAB Silvia Standke, HAB
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CALL TO ORDER Chairman Chris Henry called the meeting to order at 1:03 p.m. He proceeded with roll call and established a quorum.
ANNOUNCEMENTS Mr. Henry acknowledged the visitors and asked them to introduce themselves. He asked all attendees to read the Antitrust Policy on the screen. Mr. Henry asked the Board to access their emails and read the email sent to them just minutes prior to the meeting on his behalf. He stated that this email thread included an email sent to him by Grupo Gallegos. He gave the group time to read the email to familiarize themselves with the content and background. Mr. Henry provided additional background information and also forewarned the Board of the Grupo Gallegos visitor to the board meeting. He stated that this individual was expected to arrive at 1:30 p.m. to speak during the “public comment” period to address the Board. The Board waited until a few minutes past 1:30 p.m. and the visitor did not present himself. Mr. Henry then continued with the next item on the agenda and asked Mr. Escobedo to talk about the consent agenda.
CONSENT AGENDA Mr. Escobedo reported to the board that the Hass Avocado Committee (HAC) met earlier. He stated that the Committee considered Consent Agenda Items A, B and D through H and recommends to the Board approval as presented. He also stated that Item C of the Consent Agenda was discussed separately and a motion recommending to the Board to include Sal Dominguez, Ken Melban and Linda Mullins as members of the Sustainability Committee was passed. There was no discussion by the Board and Mr. Henry asked for a motion as follows: MOTION:
The Hass Avocado Board approves the Consent Agenda items A, B and D through H as presented and Item C with the addition of Sal Dominguez, Linda Mullins and Ken Melban as members of the Sustainability Committee (Luschei/Bauwens) MSC
REVIEW AND APPROVAL OF BYLAWS Mr. Escobedo then reported to the Board that HAC considered and made additional changes to the amended HAB Bylaws which were presented to the Board on March 10, 2017. The Bylaws were included in the meeting packet and now recommends to the Board its approval with the additional changes as follows: MOTION:
The Hass Avocado Board approves the HAB Bylaws with Article 4 Section 3 amended by replacing “must” with “strongly recommended” to be eligible to serve as Chairperson of the Board. (Mullins/Medina) MSC
HASS AVOCADO COMMITTEE REPORT Mr. Escobedo reported to the Board that during the HAC meeting earlier today, the Committee was informed about the Executive Committee’s decision to postpone drafting an information request policy at this time. He stated that the Committee also heard reports from Mr. Rumph concerning the 2017 volume and financial update and the 2017 budget amendment. Furthermore, the Committee recommends to the Board accepting the 2017 budget amendment #2 by setting beginning reserves at $1,698,634 and reducing revenue and expenses as presented in the 2017 budget. 2
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There was no discussion by the Board and Mr. Henry asked for a motion as follows: MOTION:
The Hass Avocado Board approves the 2017 budget amendment #2 by setting beginning reserves at $1,698,634 and reducing revenue and expenses as presented. (Bauwens/Schaar) MSC
Mr. Escobedo reported that the Committee heard reports from staff regarding the Nutrition and Marketing programs as well as Industry Engagement. He stated that the HAC voted to create a new committee called Industry Engagement Committee to be chaired by Bob Schaar. There was no discussion by the board and Mr. Henry asked for a motion as follows: MOTION:
That the Hass Avocado Board creates the Industry Engagement Committee, to be chaired by Bob Schaar and whose members will be established via electronic vote. (Luschei/Dominguez) MSC
Mr. Escobedo continued with his report by stating that the HAC also considered reports from various HAB committees. Beginning with the Assessable Producer and Importer Committee (APIC), there was discussion about the functions and responsibilities and there was consensus that APIC should take guidance from the discussion held earlier by drafting new functions and responsibilities in alignment with the direction from the HAC. He stated that HAC also considered proposals from the Corporate Governance Committee (CGC) and recommends to the Board approval of the CGC’s Functions and Responsibilities as well as the Emergency Leadership Transition Management Plan, which is part of HAB’s succession plan. Mr. Henry asked for a motion as follows: MOTION:
The Hass Avocado Board approves the Corporate Governance Committee Functions and Responsibilities and the Executive Leadership Transition Management Plan (ELTM) (Schaar/Luschei) MSC
Mr. Escobedo also stated that HAC considered a proposal from the Sustainability Committee and recommends to the Board approval of the Sustainability Functions and Responsibilities. Mr. Henry asked for a motion as follows: MOTION:
The Hass Avocado Board approves the Sustainability Committee Functions and Responsibilities as presented (Luschei/Escalante) MSC
Mr. Escobedo also reported that HAC received updates from the Quality Committee and no action was taken. He then stated that there was a discussion on country reports, which will be reflected on the HAC minutes. He went on to talk about the planning discussion for 2018 on the Assessment Rate, Strategic Frame and Goals. There was consensus that given how early it is in the year, it would be better to defer the 2018 volume and budget parameters to the HAB Finance and Executive Committees. He asked for a motion as follows: MOTION:
The Hass Avocado Board approves the working goals as presented for each priority under the current strategic plan and deferring the 2018 volume and budget parameters for planning the 2018 business plan to the HAB Finance and Executive Committees. (Bauwens/Luschei) MSC
Mr. Escobedo continued by stating that during the HAC meeting there was a discussion about assessing Gem, Carmen and Maluma avocado varieties, which may be considered to be Hass-like and there was consensus to task the Finance Committee with preparing a recommendation to the Board and Secretary about assessing these varieties pursuant to the HAB Act and Order. He asked for a motion as follows: 3
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MOTION:
The Hass Avocado Board requests that the Finance Committee prepare a recommendation to the Board pertaining to assessing Gems and other Hass-like varieties. (Mullins/Escalante) MSC
Mr. Escalante commented that what he learned during the World Avocado Congress regarding new varieties is what the board is now talking about assessing. Ms. Willmann had a comment that color alone is no longer a determining key factor for Hass and Hass-like varieties but overall appearance too. Mr. Henry asked the board if there were any further comments regarding the “public comment” portion of the HAC meeting. There was no further discussion.
FINANCIAL STATEMENT AUDIT REPORT Mr. Escobedo turned the meeting over to Ms. Corinne Wood from Davis Farr, LLP to present the 2016 Audit Report to the Board. Ms. Wood began by thanking the HAB staff, in particular Mr. Robert Rumph for keeping all the financial statement documents ready to go and having clean records. She then moved on to present the audit results and explained the financial statements, revenues and expenses, the internal controls over financial reporting, and the internal controls over compliance. She explained the segregation of duties regarding the bank statements and ensuring that the correct checks and balances are in place regarding approvals for accounting functions. She reminded the Board of the USDA Management Review in December of last year. Ms. Wood also mentioned the HAB election results that Davis Farr, LLP handles, as well as the Handler audits. She wrapped up the overview and thanked the Finance Committee for their cooperation. There were no questions or comments. MOTION:
The Hass Avocado Board accepts the Independent Auditors Reports for the year ended December 31, 2016 as presented. (Luschei/Schaar) MSC
MEETING SCHEDULE Mr. Escobedo continued by stating that HAC talked about the meeting schedule and it was decided to add one more meeting to the schedule. He read the following motion and asked for someone to move: MOTION:
The Hass Avocado board approves having a Board and HAC meeting in June of 2017 (Bauwens/Escalante) MSC
There was discussion on the fact that June is a busy time and coming up with a date in June might be a challenge. The location preference would be either Washington, D.C. or Texas. There was consensus by the board on having an off-site board meeting in June.
NEW BUSINESS Mr. Henry asked the Board if there was any new business. Ms. Willmann mentioned that in previous Board meetings during roll call, the name Pamela Thakur is called out but this person has not been present and Ms. Willmann does not even know who this person is and where is she if not attending the meetings. It was noted that Ms. Thakur has not attended the last three Board meetings to which Mr. Escobedo referred to the Bylaws, Article 9, Section 5 where it indicates that the Board can recommend to the Secretary that any member or alternate that misses three consecutive meetings for any reason automatically loses his/her seat on the Board unless the Board expressly waives this dismissal by majority vote. There was also discussion regarding the vacancy this would create and how the current election could potentially fill this vacancy. Mr. Escobedo stated that he has reached out to Ms. Thakur with no response. It was noted that Ms. Thakur’s term ends in November 2018. At this point, Ms. Willmann motioned to have Ms. Pamela Thakur removed from the Board for non-participation; Ms. Elaine Bannatyne second this motion.
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The discussion continued if whether having her removed from the Board would establish a precedent or should additional efforts be made to reach Ms. Thakur. It was suggested that reaching out to her and request her resignation would be an option. Mr. Henry noted that a lot of the directors on the Board now started out as alternates and that by opening an alternate seat could be cultivating someone else for future directors. Mr. Karaoghlanian again suggested reaching out to her and requesting her resignation within a timeframe that would work with the Elections timeline for the sake of filling her vacancy. Ms. Sue Coleman from USDA agreed with Mr. Karaoghlanian and noted that USDA would prefer to see that the person is given the opportunity to resign rather than removed. Mr. Henry reminded the Board that there was a motion on the table and asked if Ms. Willmann would like to modify her motion. Mr. Willmann removed her motion from the table and Ms. Bannatyne second the motion. Ms. Willmann presented a new motion as follows: MOTION:
The Hass Avocado Board approves sending a request to submit a resignation letter to alternate board member, Pamela Thakur, within one week of notice or otherwise, HAB will recommend to the USDA Secretary for removal from the Board. (Willmann/Bannatyne); Gahl Crane opposed; Javier Medina & Laurie Luschei abstained; Motion Passed.
There was additional discussion if whether Ms. Thakur should be given the opportunity to continue on the Board if she so desires and to consider the reasons of her absences. Mr. Bauwens stated that this is where the CGC can help by defining what is considered an excused absence and not. Ms. Coleman stated that according to the Bylaws if the majority of the Board votes to take other action for dismissal it is acceptable. Ms. Alice Gomez noted that technically, the Board just did that by presenting a motion. Mr. Henry asked if there was further discussion. Mr. Henry continued with a discussion along the lines of the above regarding the attendance of other members as well. He stated that following-up with the members that are absent is crucial. Mr. Bauwens indicated that the follow-up should be after the second absence and it should be with a standard letter. There was consensus by the Board to have the CGC work on this letter. There was discussion if a member could call-in for a Board meeting and it was noted that this would be acceptable but have no voting rights. There was no further discussion. Mr. Henry then reminded the Board about the guest that was expected earlier but that had not shown up. He stated that he received an email from Mr. Andrew Delbridge from Grupo Gallegos and went ahead and read the email to the Board in its entirety. The email stated that due to other matters arising during the day, it will not be possible for him to attend the Board meeting. Mr. Escobedo provided the Board with some background information regarding Grupo Gallegos. There was consensus to follow the terms of the contract with Grupo Gallegos. There was no further discussion.
PUBLIC COMMENTS No further comments.
ADJOURN Mr. Henry adjourned the meeting at 2:11 p.m. and asked for a motion. MOTION:
The Hass Avocado Board approves adjournment of the March 22, 2017 meeting. (Willmann/Medina) MSC
I certify that the above is a true and accurate statement of the March 22, 2017 meeting minutes. Respectfully submitted, ______________________________________ Javier Medina, HAB Secretary
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