Forty-Five A Spring in its Step 1989

CHAPTER FORTY-FIVE

A Spring in its Step

Two decades of uncertainty within the company made the 75th Diamond Jubilee celebration in 1989 a welcome relief and management and staff were happy to let their hair down and make the most of the opportunity. Celebrations included an Anniversary Ball at the Stratford Community Hall and for older members a luncheon at the Stratford Pioneer Village. Promotions and specials were introduced for clients and competitions between stores and branches were held, including one for the best period costume throughout the two weeks of celebrations. It was a particularly poignant time for some of the former retired staff with 40 years or more service: Ken Catchpole, Alan Moss, Keith Newland, Jock Callander, Frank Bourke, Bill Ellingham, Fred Preo, H. F. Wooffindin, Dudley Drake, Wally Petrie, Fred Webb, Hugh Woods, George Byars, Brian de Castro, Russell Hammonds, Bob Lynden, Alan Rankin, Pip Slinger, A. Longbottom, B. Cunningham, Charlie Tanner, Len Bint.

It was a milestone in many ways for them and the company. Merchandise manager John Smith was about to retire after spending his entire working life with Farmers’ Co-op. John was typical of many long-serving staff members who had a love affair with the company. His ambition as a 15-year-old was to be a school teacher, but World War II intervened. It was December 1942 and New Zealand was at war:

Our family had moved from Opunake to Hawera, where my father got a job at the Post Office. He started to deal at the Farmers’ Co-op in December 1942, and the joker behind the counter there asked me whether I wanted a job over the Christmas holidays. His name was Eric Gray, and he was the manager of the grocery department. After initially declining, eventually I took him up on his offer.

Young John impressed his peers, because none less than Farmers’ Co-op general manager, C. G. Trotter, approached his parents to explore the possibilities of turning a part-time job into fulltime employment. He became the company’s youngest employee when he started as the junior in the hardware department at Hawera on 3 February 1943. One of my duties was to sweep the floor – I wasn’t allowed to write out a docket, I always seemed to be unpacking stuff and dusting, and with all of those old shelves, there was a lot of dusting to be done! He was twice transferred to Patea, and did a stint at Waverley. He worked in the hardware department at Eltham, was twice posted to Inglewood, and replaced an absent staff member at Opunake. The Opunake store had seen better days, but the building had its own particular charm. You could sit in the office and hear the rats running around inside the walls. They were water rats which came up from the lake. … When a customer wanted to buy a pair of boots, you’d pull them

down from nails which were embedded in the rafters, then check first that they still had their tongues. The rats had a habit of eating the tongues of boots if they could get to them!

In 1963, almost 20 years after he had started with the company, John was appointed branch manager of Kaponga. With a staff of four – an office boy, storeman, hardware salesman and himself – it was hardly an empire, but it was a big step up the corporate ladder. At the suggestion of Tom Molesworth, then district manager based in Stratford, John was posted to the remote King Country settlement of Matiere. The Farmers’ Co-op outpost in Matiere opened on Monday, 3 September 1963. In 1970, John was appointed manager of the Opunake branch. By comparison with Matiere, it was a super-store, with an annual turnover of $550,000. By the time John left the branch that had increased to $1.5 million.

He recalls that Newton King had a store across the road from Farmers’ Co-op, and while they may have been opposition, there was a good relationship between the two companies and an excellent camaraderie between the employees of both firms: Staff were very friendly with each other. If we ran out of something, we’d rush over to Newton King, and they would do the same with us. The Opunake branch, with its home appliance, hardware, grocery, china and horticulture divisions, and administration personnel, was a large one, with a staff of 25. John remained there as the man at the helm, for eight years. In June, 1978, he was appointed branch manager at Hawera: I’m a funny bugger, I suppose – I love work. In Hawera I would go to work at seven o’clock every morning. I’d walk around the shop through each of the departments – hardware, china, home appliance, etc., noting whether something might be moved here or there. Nor was I a five o’clock man. I probably spent too many hours in the Farmers Co-op, but I loved it. It was my company. Eight years later John accepted an offer to become Farmers’ Co-op merchandising manager. He initially worked from the Hawera office, commuting to New Plymouth when necessary. His role within the company was to change yet again when he accepted the position of acting branch manager for three months and was expected to serve in this capacity as well as company merchandising manager. He retired in April 1989, after a career spanning 46 years and four months, John Smith could take comfort in the fact that he left a company well on the road to recovery and destined to retain its rightful place as one of Taranaki’s leading rural traders. His position of group merchandise manager was filled by Craig Sole another highly motivated and experienced sales manager.

With the corporate plan now firmly in place, a lean committed staff with branches at Hawera, Waverley, Patea, Manaia, Kaponga, Opunake, Stratford, Eltham, New Plymouth, Inglewood, Pungarehu and Wanganui providing a comprehensive service to 8,500 shareholders the Farmers’ Co-op could look forward to being ‘the best stock and station company in New Zealand’. Their efforts were justified and rewarded after only two years when at the 75th annual general meeting they received the news that everyone wanted to hear from the chairman: It is pleasing to report that the 1988/89 year under review has produced a profit after tax of $929,228 after extraordinary items, this being the first year since 1984 that your company has produced a positive return on shareholder funds. The company did not, however, let the opportunity pass without recognising the fact that without the use of the $3.8 million of frozen creditors’ funds, free of interest. Without their forbearance they would not have achieved the outstanding result: To alleviate the burden of frozen creditors having to provide interest-free frozen credit, it is the intention of the Scheme Managers to offer those creditors the opportunity to convert a portion of their debt to preference capital for two and a half years, returning a dividend of 9% per annum payable

Group Chairman and Management of Farmers’ Co-op, 1989. Standing from left: R. W. Green (accountant), T. J. F Pope (manager FCOS Finance Ltd), D. L. Hazard (Scheme manager), D. A. Simpson (Scheme manager), J. W. Grenside (manager Farmers’ Co-op Wools Ltd) O. A. Mills (Real Estate manager), C. F. Sole (Marketing manager). Seated from left: C. W. Morrison (deputy general manager), B. A. Train (chairman of directors and Scheme manager), R. I. Day (general manager), T. J. Harrop (company secretary).

on redemption. Indications are that $2m will be converted. To allow this conversion of debt to take place your Directors will be putting forward a special resolution at the Annual General Meeting and seeking the shareholders’ support. The Committee of Creditors and Members has approved a further dividend of $382,000 to frozen creditors, which was paid during the last week of September, reducing that account to $3.458m from an opening balance of $5.1m.

The Scheme of Arrangement was certainly achieving the aims and objectives under the guidance of Doug Hazard, David Simpson with Brian Train continuing his ‘hands on’ role of managing the dayto-day affairs with general manager Roydon Day. Two other directors, Paul Harris and Peter Cook appointed to the Committee of Creditors, were attending Creditor meetings on a three-monthly cycle and were provided with regular updates on the progress of the company. There was, however, growing dissatisfaction within the ranks of the remaining directors, who felt that the communication aspect between Scheme managers and directors had fallen down, and found it embarrassing to hear what was happening within the company from outsiders. One significant decision made by the Scheme managers that gave cause for concern was to move out of grocery sales, by selling individual grocery businesses at each location to either staff or outside interests. Claims were made by Mr Harvey and Mr Pedersen that they had not been kept properly informed, with Mr Laird stating that ‘he had been refused information and wished to know the reason for the refusal and whether the information was now available’. The legal position in relation to directors working alongside a Scheme of Arrangement was provided by the chairman, but it was conceded by Mr Hazard that, ‘with respect, he was not going to ask directors for their views on the day-to-day management

decisions, whilst still accepting that Scheme managers could keep directors better informed.’

It was felt that directors outside the Scheme of Arrangement management and Committee of Creditors should receive the same information about the progress and initiatives being taken by the Scheme managers. Throughout 1989, with only three meetings called of the full board of directors, the problem relating to lack of communication between the Scheme managers and board continued to irritate some directors and it finally came to a head in November when following an exchange between the parties, Mr Pedersen moved, and it was seconded by Mr Laird, ‘that this board have six meetings per year – every two months’. In speaking to the motion Mr Pedersen stated that the reasons for putting it forward was that Scheme managers run the company, whilst the directors who instigated the Scheme and ensured it was adopted thereby saving the company, had a very limited input. It was felt that directors’ ideas and contributions to the board meetings would more than warrant the cost. Mr Laird also said that information gained from the meetings would be welcomed by the directors, who would like more input to the company. Mr Cook moved an amendment, seconded by Mr Harris, ‘that a board meeting be held after each Committee of Creditors meeting’.

Farmers Co-op 75th Jubilee, Taranaki Farmers Staff 1989. Back row 1 from left: Barney Parsons, Tom Kilminster, Reg Woodfield, Wayne Knowles, Shane Rowe, John Stanford, Herman Kerston. Row 2 from left: Jim Mills, Bill Marfell, Bruce Hicks, Glen Thomson, Craig Sole, Steve Corkill, Michael Shaw, Kayleen Hurley, Trevor Pope. Row 3 from left: Clarry Hunter, Allan Pratt, Ronda Finlinson, Sally Burnett, Pat O’Brien, Lee Dombroski, Betty Luscombe, Rick Brooke, Gary Edgcombe, Brett Greiner, Janine Riley. Row 4 from left: Pat Ryan, Victor Ellen, Mavis Back, Nicky Bryant, Donna Newell, Heather Madgwick, Anne McBride, Sue Garvey, Jean Greiner, Joy Glossop, John Smith, Fiona Divane, Bob Green. Row 5 from left: Janette Barr, Lesley Chittenden, Diane Johnston, Sadie Davis, Frances Parkes, Joan Harding, Pat Mills, Marie Weir, Lou Hurliman. Row 6 from left: Patrea Fowler, Yvonne Hanover, Nora McCutchan, Irene Norgate, Patsy Broughton, Margaret Schuler, Trudi Hurley, Pam Steffenson. Absent: Geoff Gray, Sue Back, Pauline Meuli, Anne Bielawski, Anne Pettett, Joan Browning, Roydon Day, Trevor Harrop, Brian Train.

Mr Hazard agreed that the idea would be appropriate and would enable the board to meet regularly four times a year using the same data presented to the Committee. Following further discussion the amendment was put and carried and the matter resolved. It was, however, clear that under a Scheme of Arrangement, Scheme managers very deliberately displace directors from the management role simply to facilitate an easy passage for decision making. Messrs Hazard and Simpson were indeed experts in their field and absolute autonomy and control was demanded under the Scheme of Arrangement provided. The extent of control was perhaps illustrated in a memorandum to Doug Hazard prior to the 1989 annual general meeting: It is felt by directors that a cup of tea and sandwiches should be made available after the A.G.M. in view of it being our Jubilee Year. The consent of the Scheme Managers would be appreciated. A new director, George W. Rogers, was elected to the board of directors, providing representation from the northern districts of the province.

One of the major difficulties still facing the company was the $3.5 million debt to creditors, and board members were asked their ‘perceptions as to the likelihood of equity being raised to cover this’. Suggestions that Kiwi Co-op Dairies could be brought into the picture to raise the additional equity did not find much favour and it was generally felt that it would be difficult to raise the money from existing shareholders given their past track record. It was a matter that would require some consideration over the coming year.

Two notable executive members of the staff terminated service with Farmers’ Co-op at the beginning of 1990. Roydon Day, general manager, had made a considerable contribution to the company during his eventful two years at the top working alongside the Scheme managers. His resignation, ‘for family reasons’, was received with regret. The company was now trading profitably and efficiently and the Scheme managers decided not to rush the appointment of a successor, with the existing staff capable of ‘holding the fort until the right appointee is found’. They believed that bringing in a new component at this stage of the company’s recovery could be counter productive and they were now looking for a general manager ‘with some aggression to further develop the company’s expansion’, and who would fit into what was a carefully balanced operation.

Trevor Pope, a personality once met never forgotten, was off to work for the Government in Wellington. He had joined Farmers’ Co-op as an accountant in 1972, based initially at the Wanganui woolstore. He was later appointed head accountant/secretary for the company and managed it through some of the most difficult times, witnessing what he termed ‘the fall of an empire’. Apart from his work as accountant/company secretary his major contribution was setting up a revitalised finance company and introducing computers to Farmers’ Co-op at the time when they were very much in their infancy. As he recalled, ‘one of the biggest problems with the older-generation computers lay in the scarcity of technicians to service them if anything went wrong – and things sometimes did go wrong’.

To fill the gap of general manager Brian Train assumed the role of executive Scheme manager in January 1990, undertaking all the day-to-day duties of the former general manager. Management resource companies were employed to seek a suitable candidate for the job, resulting in two applicants declining the position and three others found unsuitable. The year played out, with Brian continuing in the unenviable position of chairman and executive Scheme manager.

With the ‘winds of change’ came different allegiances, with long-time Farmers’ Co-op solicitors Halliwells no longer the company’s preferred legal advisor. The founding principal, Herbert Halliwell of Halliwell and Sellar, Hawera, had drafted the Articles of Association and arranged the Certificate of Incorporation in 1913 for The Farmers’ Co-operative Organisation Society of New Zealand Limited. While the firm had changed its name on a number of occasions throughout the century, it is best remembered as Halliwells and Horner and Burns and it provided the Farmers’ Co-op

throughout an extraordinary 77 years with expert legal advice and exceptionally loyal service as their solicitors on hundreds of matters relating to company law, litigation and conveyancing. Welsh and McCarthy, Solicitors, Hawera, another well established local firm of lawyers, was appointed to represent the company.

The Farmers’ Co-operative Organisation Society of New Zealand Limited directorate, management and subsidiary companies comprised: Subsidiary Companies: C. H. Campbell Ltd Farmers’ Co-op Wools Ltd F.C.O.S. Finance Ltd Taranaki Farmers Co-operative Ltd Taranaki Farmers Livestock Ltd Taranaki Farmers (Wholesale) Ltd West Coast Mortgage & Deposit Company Ltd Wanganui Wool Dumpers Ltd

Bankers: Solicitors: Auditors: Westpac Banking Corporation Welsh McCarthy & Co., Hawera Ernst & Young, New Plymouth

Directors: B. A. Train (Chairman and Executive Scheme Manager) – Waverley P. R. Harris (Deputy Chairman) – Hawera P. L. Cook – Huinga D. L. Harvey – Pungarehu L. C. Laird – Manutahi R. A. Lithgow – Stratford P. R. Pedersen – Waverley G. W. Rogers – Bell Block

Secretary: T. J. Harrop

Deputy General Manager & Commissions Manager: C. W. Morrison Marketing Manager: C. F. Sole Manager Farmers’ Co-op Wools Ltd: J. W. Grenside Manager FCOS Finance Ltd: M. L. Betts Manager Real Estate: O. A. Mills Accountant: R. W. Green

Arecord profit of $1,294 million after tax was ‘a commendable result’, according to chairman Brian Train, when he announced the results of the year ending 1 August 1990 at the Athletic Clubrooms at Hawera on Thursday 15 November 1990. The continuing success was particularly satisfying because it embraced a number of initiatives that placed the company firmly on the road to recovery. He praised the efforts of the management and staff and the support of the shareholders and clients and said: As in the past it has been acknowledged that profits were achieved after having the use of frozen creditors’ funds free of interest. It is very satisfying to report that subsequent to the last Annual General Meeting 58% of the remaining frozen debt was converted to preference capital, returning a cumulative dividend of 9% p.a., and six months of this dividend has been accounted for in the year under review. The Committee of Creditors and Members has approved the total repayment of frozen debt to all creditors with an opening frozen balance of $500 or less. This has been allowed in accordance with the conditions of the Scheme of Arrangement and reduces the number of creditors by 93 to a total of 399, and accounts for approximately $24,800 of the dividend on frozen debt paid in October 1990. The Committee has also approved the payment of a further 10% of the outstanding balance of frozen debt

in October 1990, amounting to $343,000. This leaves $3.086 million owing of which $2.040 million has been converted to preference capital.

With an eye on motivation and rewarding staff for their efforts, the Scheme managers introduced an incentive scheme for staff by way of an annual profit-share increment. The original scheme was set up on a divisional basis, so each division’s profit was measured and if it was over budget, the employees in that particular division were rewarded. In theory it was a good idea, but in practice it failed because of lack of control within each division’s particular area of responsibility. In many cases they were not in control of prices or demand and felt the basis of delivery was inappropriate. Some divisions were receiving large bonuses, while others, through no fault of their own, received nothing. Following further investigation a company-wide profit scheme embracing all staff was finally introduced and paid following the annual balance. It was based on paying a predetermined percentage of any profit to staff over that which shareholders were expecting as a return on shareholder funds. Popular roadshows were introduced and presented in Wanganui, Hawera and Inglewood each year to announce details of the staff profit share arrangement and update staff on the year’s results. It also provided an opportunity for divisional managers to speak on their particular area of responsibility and answer questions from personnel. Roadshows became a popular annual event and continued for a number of years until 2007 when they were discontinued.

A further extension was required for the Scheme of Arrangement during 1990, with the first three classes of creditors voting in favour, whilst in the class of unsecured creditors numbering 231, one voted against. It was therefore declared that all classes had voted in favour and the Scheme would continue. Elders Pastoral NZ Ltd continued the battle and voted against renewal of the Scheme and whilst the chairman disallowed the vote on the basis of a judgment handed down from the High Court in July 1987, Elders saw fit to return to the High Court yet again to have that judgment overturned. The action came to nothing and the Scheme continued unabated. No doubt with a feeling of resignation that Taranaki Farmers had finally won the day, it was at this meeting that Paul Heath, counsel for Elders Pastoral, kept the promise he made at the 29 May 1987 meeting by congratulating Brian on returning the company to a profitable situation. This statement of capitulation gave Brian Train considerable satisfaction. A claim against the company by a Mr Illston, heard in September 1989, was also found by written judgment to have no foundation, which removed this contingent liability.

The company was moving forward, with the merchandise division enjoying a 16 per cent increase in sales during the year and once again the livestock division made a major contribution to the profit of the company. With a downturn in overseas economies the wool division was suffering, but whilst throughput by volume was down marginally on the previous year because of conversions to dairying and the dramatic drop in sheep numbers, the drop in baleage was significantly less than the national trend, which indicated an increase in market share. The division produced a worthwhile contribution to the parent company. The finance company had also recorded a successful year at a time when uncertainty in the financial markets saw FCOS Finance Ltd retain its core business and deposit levels. This was attributed to the service provided by the staff and the support of investors.

Stratford FCOS Real Estate celebrated their continuing success with plans well advanced to open a new office with Broadway frontage and an addition to the sales force. Owen Mills, provincial manager, would continue to provide his division of the company with stability and a highly motivated sales team in the years ahead. Other improvements during the year included the relocation of a New Plymouth real estate office combining with FCOS Finance Ltd in new premises at 215 Devon Street East. The company also increased real estate exposure in the Wanganui and Manawatu areas by the appointment of an agent to operate from Palmerston North. The Real Estate division had performed particularly well, achieving a record year with turnover increasing by 55 per cent. This followed a 34 per cent increase on the 1988 year. Staff members continued to maintain high standards of

loyalty and interest in the future of the company despite difficulties through the Scheme of Arrangement years. The 1989/90 year was one to be proud of, the result of a wonderful effort by the entire staff, management and Scheme managers. Management recognised the value of staff training for improving efficiency and customer relations. A number of staff attended retirement seminars during the year. There were more notable milestones achieved: R. F. (Bob) Atkinson of New Plymouth celebrated 40 years’ service, and I. L. (Rene) Norgate and B. N. (Bruce) Hicks, of Hawera and B. (Barry) Sefton of New Plymouth celebrated 25 years’ service.

Elders Pastoral Ltd continued to apply pressure and remained a thorn in the side of Farmers’ Co-op as the Scheme managers wrestled with the challenges of rejuvenating the company. In February 1986 the company had sold its Wanganui–Manawatu operation to that company, including the client account balances. The agreement allowed for those balances to be reassigned if collection of the debts was unable to be accomplished after all reasonable steps had been taken. There was considerable doubt by Farmers’ Co-op that reasonable steps were taken to recover the money. In April 1987 following the shareholders’ meeting which rejected the sale of Farmers’ Coop to Elders, $1.244 million was sought from the newly appointed FCOS directorate for debtors which they wished to reassign. On 26 April 1990, four years after the purchase of the client balances, Elders formally reassigned balances valued at $2,029 million. An arbitration hearing took place during May 1991 and, following Owen Mills, provincial manager FCOS Real Estate, interim judgment, a settlement was reached by the two parties. The commenced employment in 1979. figure payable to Elders was set at $725,000. The contingent liability referred to in previous accounts was finally extinguished. It had been a long and bitter battle which had thankfully, although at considerable cost, come to a close. The longoutstanding claim was finally settled at a figure of $825,000 inclusive of legal costs and, having written off the whole cost, the company could face the future without looking over its shoulder.

The three Scheme managers Messrs Hazard, Simpson and Train were still firmly in charge, working in concert with a team of dedicated executives. It had been an inspired union with an exceptional range of talents. Doug Hazard provided the intellectual methodology, ably supported by highly experienced and innovative administrator David Simpson. Brian Train’s contribution to the business is almost without peer; he was an inspiration to those who worked alongside him whether in a management capacity or in any other position. Apart from his role as a Scheme manager, he had also continued in the role of executive Scheme manager, undertaking the duties of managing director on a day-to-day basis dealing with every aspect of the operation. His down-to-earth approach was appreciated by his co-workers; he led from the front with a ‘never say die’ attitude. However, it became obvious that the load would need to be lightened and in November 1991 Brian Train announced to the board that effective February 1992 a person, who could not be named due to notification matters relating to his current employers, would take up the position of general manager.

Doug Hazard and David Simpson had approached Barry Whelan, a former general manager of the Waikato-based Allied Farmers Limited on a number of occasions to join them to assist in the reconstruction of Farmers’ Co-op, at Hawera. Until now circumstances had precluded Mr Whelan from accepting the invitation, however in December 1991 he finally agreed to accept the position of general manager on a three-year contract, taking over from Brian Train, on 10 February 1992.

Barry F. P. Whelan, general manager of The Farmers’ Co-operative Organisation Society of New Zealand Limited, 1992–95.

Barry Whelan had a lifetime interest in the rural sector, having been involved with the stock and station industry for more than 40 years. He began his career in the Waikato with Wrightson’s, later joining Arthur Yates agricultural division as marketing manager and then general manager of the rural division, and transferring within Yates Corporation to become general manager of the Waikato Allied Farmers. During the previous two years he had been general manager of New Zealand Rural Press, publishers of the New Zealand Farmer. He joined Farmers’ Co-op at a time when the rural sector was steadily climbing out of the difficult recession and his extensive knowledge of the industry would be invaluable for the company’s continual consolidation, growth and improving financial situation. Although the grocery division of Farmers’ Co-op had been central to many of the company’s decisions and blamed for contributing to outstanding debts in the past, the time had now arrived when a complete exit was being engineered, with the grocery department at Hawera being closed in the third week of January 1992, along with Stratford and Inglewood. An interested party was looking to franchise the business. The livestock division was reaping the benefits of ‘one of the best growing summers for many years’ with FCOS Finance Ltd recording a record profit of $50,000 for the month compared to a budgeted profit of $25,000. Real Estate was showing a loss of $1,000 against a budgeted loss of $13,000, and the halfyear result of $304,000 profit for the parent company, compared to a loss of $126,000 for the same period the previous year, saw board members congratulating those concerned on the good result. The good returns continued throughout the year, encouraging the Committee of Creditors and Members to approve a $600,000 capital expenditure budget, including deferred maintenance. The refurbished Opunake branch store was opened to the public on 5 November 1992, and at Kaponga an arrangement with Mr and Mrs Hurcomb to lease the front of the shop, with a Farmers’ Co-op farm supplies store continuing to operate from the rear of the building proved very satisfactory.

The profit transferred to Shareholders’ Funds had produced earnings of 49 cents per ordinary share and 25.5 per cent return on average Shareholder Funds. During the year $776,000 was paid in reduction of frozen creditors’ debt, with some creditors electing to take 60 per cent of their outstanding balance in full and final settlement. This resulted in those creditors receiving 80 per cent of their original debt. A further $447,000 was paid to creditors, being the 9 per cent per annum dividend on frozen debt converted to preference capital. In summing up the year chairman Brian Train said: The substantial lift in profitability of the Taranaki Farmers group over the years under the section 205 scheme of arrangement culminating in the record 1992 profit has clearly laid the foundation for a strong future for us and we are sure we can rely on the continued support of our shareholders as we take up the challenge of the next two to three years. Frozen debt was now down to $2.1million, including $1.6 million having been converted to Preference Shares. In 1987 there were 497 creditors representing $5.1 million, now the number of creditors stood at 244 representing $2.1 million. The company was now finally able to commence Stage Two of the restructuring and seek equity funds from the market. A general outline had been presented to the Committee of Creditors and Members for approval to proceed. An additional director, George Turner from Eltham, was elected to bring board members to the optimum complement of nine.