The Co-op is bringing our Board election process into the 21st century! Any day now, you’ll receive your Annual Report in the mail. Aside from the usual updates on the state of your Co-op, Board of Directors Candidates, and plans for our Annual Meeting, you’ll find directions to help you cast your online votes for our Board of Directors (all of the candidates are actually incumbents this year, as we did not receive any new applications) and for proposed bylaws changes. Don’t want to wait for the mail? You can access the online version of our Annual Report right now! The results of our election will be announced at our September 3rd Virtual Annual Meeting and afterward, in the store and online.
Are you ready to vote? Starting August 1st, please follow the link below to get started. You’ll need the first initial and last name of the co-op member-owner in your household, plus the last five digits of your member number (you can find this on the back of your paper Annual Report mailing label, or on the back of your co-op member card). Your vote is completely anonymous, and after you participate in this year’s election, your name will be entered for a chance to win one of 50 $25 Co-op Gift Cards! Happy Voting!
In August, we’ll be voting for the Board of Directors and the bylaws, again.
Last May 2019, the membership voted on the Board’s proposed new bylaws. That vote passed with members voting 623 YES (97%) and 19 NO (3%).
Why are we voting on bylaws again?
Section 3.2 of the new bylaws explains that members can petition to request a special vote or meeting. In fall 2019, one member utilized this procedure, acquired the necessary member signatures on a petition, and presented it to the Board of Directors. The petition requests for a vote on two bylaw changes which will appear on the August 2020 ballot for members to decide.
What are the bylaw changes being voted on in August 2020?
Shall the MNFC reinstate the wording “goods and services at the lowest possible cost” under Section 1.3: Objectives of the MNFC?
Shall the MNFC reinstate the wording “Member-owners shall also be permitted to contribute services for additional discounts and other entitlements as determined by the Board” under section 2.2 Membership of MNFC?
Why did the Board propose bylaw changes in 2019?
Co-op leadership (Board + Management) found that the old bylaws were outdated in numerous ways, as a result of remaining mostly unchanged for nearly 40 years. The goal was to make them clearer, simpler, and even more consistent with our values, and consistent with the best practices of our peer food co-ops.
What was the 2019 bylaw revision process?
Fall 2018 – a committee (board, staff, others) formed to review the old bylaws, as well as recommendations from peer co-ops and consultants, to create the first draft.
Why does the petitioner recommend voting YES on the ballot? Please see a statement from the petitioner, below:
Why Maintain Lowest Possible Cost?
Affordability is important for many members and selling things at the lowest possible cost was only mentioned in the by-laws, not in any of the board policies, the co-op mission or ends statements. Since the co-op already endeavors to offer goods at the lowest possible cost, why not let people know about it and state it somewhere in our official documents to help prevent us from going backward on costs?
It’s not like the requirement to sell food at the lowest possible cost prevented the co-op from treating vendors and staff fairly while also balancing fair returns and wages for producers and staff. There’s no evidence that producers or staff were treated unfairly during the last forty plus years this wording was in the bylaws. The fact that many vendors and staff have worked with, or for the co-op for decades, suggests that they feel MNFC treats them fairly.
Why Keep The Volunteer Worker Requirement?
Volunteer workers are the most powerful way to develop a strong sense of ownership and build customer loyalty while reducing labor costs, and helping provide goods at the lowest price. A worker discount is also the fairest, most equitable way to provide lower costs. Coupons and special deals are wonderful, but sales on nuts or beef, are of little use if you have allergies or are vegetarian. Special deals also promote impulse purchases compounding the problem of hyper-consumerism, while worker discounts are used primarily for purchasing required items.
Potential liability concerns have been addressed through the reduction of volunteer worker participation. The co-op used to have lots of volunteers work daily. So many people used to volunteer, that at one time MNFC hired a volunteer coordinator. Eventually, the 20% “super-worker” option was discontinued and now volunteer workers only receive a 10% discount. Over the years, volunteer numbers were gradually reduced. Today the co-op typically prefers to have a maximum of two volunteers daily and work is limited to only packaging bulk items.
The co-op could also allow owners/members to volunteer in the community in return for a discount, as Onion River does, eliminating liability concerns while meeting the bylaw requirement.
Given the historical trajectory of reducing volunteer numbers, reducing the hours that can be worked, reducing the discount, and reducing job availability, it’s likely that at some point without a by-law requirement, the volunteer worker program will eventually be eliminated.
The Co-op Leadership recommends voting “NO” on this 2020 ballot for the proposed bylaw changes.
Why does the Co-op leadership recommend voting “NO”? Below please find a statement from your Board of Directors: – The current Bylaw 1.2 states: The Cooperative will be owned by its members. The objectives of the Cooperative are to provide a democratic, member-owned cooperative organization; to provide healthy foods and other useful goods and services; to encourage patterns of production and consumption that are ecologically sound and healthful; and to serve as a center for activities, education, and services consistent with these objectives.
Lowest Possible Price: The phrase “goods and services at the lowest possible price” was removed in 2019. Lowest possible price is a strategy employed by our competitors, Walmart in the extreme case; a strategy we believe wreaks havoc on the community, economy, and environment. Our goal is to provide the fairest prices possible to customers, while also balancing other factors such as a fair price to farmers/producers, and fair compensation for employees, all while keeping the co-op financially sustainable.
Member Worker Program – members can sign up to work in the co-op for a 10% discount. We love this program and our member workers and plan to continue this program into the foreseeable future. The bylaw review process removed this wording from the bylaws to allow flexibility in the future. During the past 10 years, many of our peer co-ops have been forced to change their member-worker programs because of worker insurance liability or employee union contracts which do not allow non-union workers to do union work. Our co-op may face similar challenges in the future, and we want to have the flexibility to make required changes if necessary.
This petition process highlights one of the many ways in which the cooperative model is unique – it is democracy in action! We thank you for your engagement and participation.
The Co-op Leadership: General Manager Glenn Lower, Board of Directors: R.J. Adler, Molly Anderson, Nadine Canter Barnicle, Erin Buckwalter, Ilaria Brancoli Busdraghi, Lynn Dunton, Sophie Esser Calvi, Kate Gridley, Tam Stewart, Louise Vojtisek, and Amanda Warren
Want to learn more? You can talk directly with current Board Members at the Co-op this month. Stop by on Tuesday, 3/10, between 3 and 6 pm to meet Molly and find out what it’s like to be a member of the Co-op’s Board of Directors!
“I spent 13 years investigating every facet of the food supply,” author Jon Steinman wrote recently in an article for Yes Magazine. “It led me to the conclusion that the grocery store is hands down the most influential force shaping food, the planet, and our health. The organic food industry, jump-started in congress by our Senator Patrick Leahy (Thank you, Senator!), has grown to more than $50 billion per year. In Addison County we are lucky to have so many local food options: Many of us shop at the farmers’ market, have a garden, or go directly to a farm to buy meat and eggs or pick up a CSA.
Steinman poses an important question – if ten percent of our food dollars are spent locally, where does the other 90% go? In places where food is less abundant, no matter where you shop, you end up sending your dollars to a handful of multinational companies. They have gobbled up small and regional scale grocery chains: Hannaford, Food Lion, Giant, Stop & Shop, all are now subsidiaries of Ahold Delhaize from the Netherlands; Fred Meyer, Harris Teeter, Ralphs are now Kroger brands; Safeway, Shaw’s, Star Market and Vons are owned by Albertsons. Even Fresh Market, Trader Joe’s, and Whole Foods are all owned by large grocery conglomerates.
“OK, I get it,” I can hear you thinking, “I already shop local, now I’m just subject to more of the shop-local-gospel coming from a board member.” You’re not entirely wrong, but beyond investing your dollars I want you to invest something more precious: Your time.
As member-owners we are all dedicated to local and organic foods, which is the backbone of the cooperative grocery movement. How and where we get our food is the underpinning of so many societal and economic inequalities. Our food dollars are vital, but so is taking time to serve on the Coop Board of Directors. Is there an issue that really fires you up? Climate Change? Wealth Inequality? Health? They are all tied to our food system, and as a board member, you have the opportunity to get involved in those decisions.
How? Run for the board. We lucky 11 members-owners as a board have the privilege of serving all of our member-owners and the broader community. It is incredibly fun and meaningful. We are seeking leaders with diverse perspectives and you can be one of them. Elections will be here sooner than you think, and we are accepting applications for candidates until March 15 (which is only 2.5 months away!). For more information about running for the board feel free to email Amanda at email@example.com or firstname.lastname@example.org to learn more.
RJ Adler is a Middlebury Natural Foods Co-op Board Member
The votes are counted and the results are in! If you made it to this year’s Annual Meeting, you’re already in the know about the election. But if not, here’s a quick synopsis of how it went:
Please welcome newly elected Board Member Erin Buckwalter. Erin has spent her adult life working and volunteering in the Vermont food system and is passionate about connecting with people through food and agriculture. She is the current Market Development Director at the Northeast Organic Farming Association of Vermont. To learn more about Erin, please see her candidacy statement in our Annual Report.
Also, please welcome returning Board Members R.J. Adler and Amanda Warren. We look forward to working with you again this term!
This year, Co-op Members voted to Update our By-Laws. The votes were overwhelmingly in support of the recommended updates (see Annual Report to reference these) – with 97% of the votes returned in favor of the recommended changes.
Thank you so much for giving us your input, submitting your vote, and doing your democratic duty as Co-op Member-Owners!
Last year, your Board of Directors updated its Governance Policies. In the process, we noticed that our Co-op’s bylaws could use some updating too. Together with our General Manager, we worked to make our bylaws clearer, simpler, and even more consistent with our values and with the best practices of other food co-ops. (For example, our current bylaws do not allow for recent innovations like electronic voting.)
The process of updating our bylaws was aided by a recently developed set of bylaws provided by our long-time consultants at Cooperative Development Services (CDS). This resulted in a set of proposed bylaws with the same basic meaning but written in clearer and more concise language. At the same time, we made a handful of additions and deletions and wanted to share them with you in advance of presenting the new bylaws for your approval in May. Please read through the new proposed draft bylaws and send along your feedback to email@example.com. For your reference, the old bylaws are posted here. We would love to have your feedback by March 24th. We’ll include a final draft in the Annual Report and a ballot for voting on them. Here’s a list of significant proposed changes:
Allow for electronic voting as a convenient way to increase participation in the democratic process.
Add language to allow for runoff elections in the event of a tie (rather than the Board choosing between the tied candidates, as is currently written).
Provide language for reconciling the membership records for shareholders who have abandoned shares in the co-op. The three-year cut off for membership being inactive is a VT state law.
As our co-op has grown to over 5,000 member-owners, our goal is to reduce the required signatures for petitioning a special meeting, from 10% to “5% of the total number of member-owners or 200 member-owners, whichever is less.”
Add “employees and spouses or family members of employees may not serve as a Director.” Peer co-ops point out the inherent conflict of interest due to employee board members being the employer of the GM who is also their employer.
Remove “member-owners shall also be permitted to contribute services for additional discounts and other entitlements as determined by the Board.” Our goal is to continue the practice of member-working as long as possible, but remove it from the bylaws to allow flexibility in the future.
Remove “goods and services at the lowest possible cost”. It is our goal to provide the fairest prices possible to both members and customers, while also balancing other factors such as a fair price to farmers/producers, and fair compensation for employees, all while keeping the co-op financially sustainable.
Remove “non-profit”, because the Co-op is technically not a 501c3 non-profit. This language was from an earlier era and does not currently legally apply. The Co-op does make a profit (about 2%) most years, pays taxes on those profits and uses them to build a better community.
We’ve also planned a couple of open meetings to give you the opportunity to share your feedback with us in person. The dates and locations of these meetings are as follows:
The MNFC Leadership Team, General Manager Glenn Lower, Board of Directors: R.J. Adler, Molly Anderson, Nadine Barnicle, Ilaria Brancoli Busdraghi, Lynn Dunton, Sophie Esser Calvi, Kate Gridley, Ann LaFiandra, Tam Stewart, Louise Vojitisek, and Amanda Warren
It’s YOUR Co-op – Own it! Find out what being a Co-op Board Member is all about. Join us in the Co-op Seating Area for breakfast and a chance to learn more about what it takes to become a part of the Co-op Board.