Bylaws and democracy –
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Co-op leadership (Board + Management) found that the old bylaws were outdated in numerous ways, as a result of remaining mostly unchanged for nearly 40 years.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.
Winter 2018/19 – 1) the committee shared draft for feedback with staff, past Board members, and legal counsel; 2) then the committee shared draft for feedback with the membership via email and social media. https://middlebury.coop/2019/01/29/youre-invited-to-help-update-our-by-laws/
Spring 2019– 1) final legal review. 2) In March 2019 the Board unanimously approved the final draft and plan for member vote in May 2019.
May 1st, 2019 – annual report mailed to all members with information about board candidates and bylaw draft with highlights of significant changes. Voting was held in May. Bylaw vote passed by members with 623 YES (97%) and 19 NO (3%). https://middlebury.coop/wp-content/uploads/2019/09/MNFC_annualreport_NOBALLOT_2019_WEB.pdf
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