Davis Food Co-op
Board Policies
I. Ends Policies (“E”)
II. Boundary Policies (“B”)
III. Board – GM Linkage (“BGM”)
IV. Governance Process (“GP”)
1. Global Ends Statement We are a leader in our foodshed.
1.1 Cooperative Principles: Internationally recognized Cooperative Principles guide our actions
1.1 (a) DFC is a leader in supporting and developing cooperatives.
1.2 Owner involvement: Owners lead, support, and guide DFC.
1.2 (a) Owners participate economically
1.3 Community: Other community groups are supported.
1.3(a) Members are enriched and connected through welcoming and positive social interaction.
1.4 Environment: Sustainable environmental and agricultural practices inform our product sourcing and business operations.
1.5 Food People have access to healthful, high-quality food.
1.5(a) We are the best source of locally grown and produced food products.
1.6 Finances; We maintain financial stability allowing for expansion, retained earnings, and patronage refund.
1.6(a) Owner’s economic participation contributes to financing capital needs.
1.7 Education: Our customers and community are able to make informed choices.
MONITORING
All Ends monitoring reports will contain the following four elements:
Unless a new End, annual comparisons between previous reporting periods and current reporting period.
Successful results/achievements of the End: "What's going well".
Areas needing improvement.
When action is required, an action plan to achieve improvement with a timeline for achievement.
The Board may specify additional monitoring criteria for a particular End.
These Ends shall be monitored annually as set by the Board Calendar.
Ends adopted May 2008
The Board would like to encourage the General Manager to be innovative and creative in determining how s/he will meet the Board’s strategic goals or results, as set forth in the Ends policies. In this respect, the Board wants to give the General Manager the independence necessary to achieve these results in the best way that s/he sees fit, subject to certain limitations as set forth in the Boundary policies. Other than the restrictions set forth in the boundary policies, the Board supports any actions taken by the General Manager, as long as they achieve the results stipulated in the Ends policies.
The General Manager has a fiduciary obligation to the vision, the values, and the goals of the Board of Directors. S/he is the means by which the Board achieves its intents and purpose for the agency. This implies broad, but never independent, powers.
The General Manager will not cause or allow any operational practice, activity, decision, or organizational circumstance which is either unlawful, imprudent or in violation of commonly accepted business and professional ethics, or disruptive to the cooperative’s survival as an ongoing business. All activity will be for the purpose of achieving the Ends Policies set by the Board.
This policy shall be monitored annually as set by the Board Calendar.
Policy B2: Treatment of Staff
As stated in our Mission Statement and Basic Beliefs, the Davis Food Co-op strives to be a model employer. This includes a culture of service, mutual respect, and communication that is frequent, honest, open, and constructive.
With respect to the treatment of paid and volunteer staff, the General Manager will create, and ensure enforcement, of conditions that are fair, dignified, and safe. Accordingly, s/he will:
A. Not discriminate among employees in any way other than individual performance and qualifications.
B. Not operate, or allow the Co-op to operate, without written personnel policies that are available to all employees.
C. Not operate, or allow the Co-op to operate, without adhering to and consistently applying the personnel policies to all employees.
D. Guarantee that staff members are acquainted with their rights under all written personnel policies.
E. Protect staff from unsafe, unhealthy, or illegal conditions.
F. Ensure that the Employee Handbook includes an employee grievance procedure, and ensure that the procedure is accessible to all employees.
G. Establish job descriptions for all jobs.
H. Provide training necessary for satisfactory and safe work performance.
I. Ensure that each employee’s job performance is evaluated at least annually based upon pre-established criteria, and that job performance evaluations are delivered on time in accordance with store policy.
J. Post all job openings for staff.
Monitoring
This policy shall be monitored annually as set by the Board Calendar. The report will include, but is not limited to, the following items:
1. A review of average wages at DFC compared to other businesses.
2. A review of any changes in the personnel policy.
3. A review of the results of the staff survey, which will be conducted periodically, at the discretion of the Board and/or General Manager.
4. A review of data such as sick leave usage, turn-over rate, and average length of service.
5. A report on staff training and development.
B2 last revised April 2008
With respect to employment, compensation, and benefits to employees, consultants, contract workers, and volunteers, the General Manager may not jeopardize fiscal integrity or public image. Accordingly, s/he may not:
A. Change his or her own Board-determined compensation and benefits, or any contractual arrangement from which s/he benefits directly or indirectly, with the exception of across the Board changes to benefits that are applied equally to all employees (e.g. retirement, medical, vacation).
B Promise or imply permanent or guaranteed employment.
C. Establish current compensation and benefits which:
i. Deviate materially from the geographic or professional market for the skills employed.
ii. Are not based on revenues that can safely be projected.
D. Establish or change benefits so as to cause a situation that would:
i. Incur unfunded liabilities.
ii. Provide less than a basic level of benefits to all full time employees.
iii. Allow any employee to lose prior benefits already accrued from any foregoing plan.
Monitoring
This policy shall be monitored annually as set by the Board Calendar. The report will not fail to include
1. A report on employee bonuses.
2. Measures of staff productivity such as sales per payroll hour.
In order to provide the highest level of benefits to the members and to staff, the Co-op must continue to be a financially strong business. The General Manager will operate the cooperative in a sound and prudent manner, at all times acting to protect the solvency and long term financial health of the Cooperative. In addition, management will ensure that activities will be conducted within the context of an annual budget, and the budgeting process. The financial plans (budgets) for all or any part of any fiscal year will not jeopardize either operations or the financial condition of the cooperative. The General Manager will not cause a material deviation of actual expenditures from Board priorities established in the Cooperative’s Ends Policies.
A. With respect to general financial condition, the General Manager will not:
i. Fail to maintain necessary financial records in accordance with generally accepted accounting principles and provide all information necessary for performance of any required audits, and/or reviews.
ii. Fail to ensure that the cooperative observes local, state and federal laws and regulations pertaining to financial matters and make prompt and accurate payment of all tax liabilities.
iii. Jeopardize the credit status and assets of the cooperative by failing to make all payroll, loan, lease or other debt payments in a timely manner.
iv. Operate without pricing policies and expense controls sufficient to generate a net income as adopted by the Budget.
B. With respect to the budget, the General Manager will not:
i. Fail to prepare operational, cash flow and capital expenditure budgets to be submitted for Board inspection at the September Board meeting.
ii. Allow budgeting that contains too little information to enable credible projection of revenues and expenses, separation of capital and operational items, cash flow, subsequent audit trails, and disclosure of planning assumptions.
iii. In addition to numerical data, the General Manager will not fail to prepare a budget narrative clearly explaining the connection between planned expenditures and Board mandated ends.
iv. Fail to ensure that the budget and financial documents:
(a) provide for Board operations
(b) provide funding for member and cooperative education
(c) include all projected expenses
Monitoring
This policy will be monitored
1. by quarterly internal report for the items listed in point A.
a) specifically including data on sales, customer count and profitability
b) also including documentation of payment of quarterly payroll taxes
c) affirmation of projected ability for next quarter to pay all accounts payable and service debt.
2. by quarterly internal report to include a discussion of major deviations from budget, as well as data on the overall financial performance of the Co-op.
a)Specifically including data on budget-to-actual comparisons
b) and financial indicators including current ratio, quick ratio, working capital, debt-to-equity ratio, retained earnings and membership shares.
3. by annual internal report prior to the start of the fiscal year on all items in point B.
4. annually by external audit/ review as determined by the Board.
The Board of Directors are trustees for the equity invested in the Davis Food Co-op by member-owners and retained earnings. The Board delegates management of such to the General Manager only to the extent that such are used to attain Board mandated Ends. Accordingly, the General Manager
Will not invest in stocks, bonds, or other property without direction
of the Board by written resolution excepting for membership in other
cooperatives as necessary for conducting business operations.
Will not invest in Certificates of Deposit if adverse impact to the current ratio and the ability of the Co-op to pay all current liabilities would result.
Will make no loans without direction of the Board by written
resolution.
Monitoring:
This policy shall be monitored annually as set by the Board Calendar in the following manner:
Table 1: Investments
|
Date of Investment |
Company/Financial Institution |
Dollar Amount |
Return |
Table 2: Active Loans
|
Recipient |
Date |
Purpose |
Loan Value |
Interest Rate |
Term |
Principle Balance |
B5 last revised October 2005.
The General Manager will not allow corporate assets to be unprotected, inadequately maintained or put at unnecessary risk. Accordingly, s/he may not:
A. Allow insurance coverage of stock, building, furniture and equipment to fall below 90% of replacement value.
B. Receive, process, or disburse funds under controls insufficient to meet the Board appointed auditor's standards, under conflict of interest disclosure.
C. Fail to properly maintain building and equipment.
D. Allow abuse, misuse, or improper disposal of the cooperatives assets. Fixed assets will be inventoried according to a set procedure and time line. A security system will be in place to ensure adequate safeguards against theft, loss, or damage of property.
E. Fail to insure against liability losses to Board members, staff and the cooperative itself in an amount greater than the average for comparable organizations.
F. Unnecessarily expose the cooperative, its Board or staff to claims of liability.
G. Fail to protect intellectual property, information and files (including those in electronic media) from loss or significant damage.
H. Allow any operational activity which would endanger the organization’s public image or credibility.
I. Allow the Co-op to incur long term debt without a normal and prudent pro forma financial analysis including a projected balance sheet and a statement of cash flows.
J. Make any purchase wherein normally prudent protection has not been given against conflicts of interest.
K. Make any capital expenditure for the fiscal year without having either:
(i) obtained comparative prices and quality, or
(ii) made a cost-benefit analysis that ensures the balance of long-term quality and cost.
L. Fail to maintain a sufficient combination of cash flow and cash reserves to allow:
(i) timely payment of all Co-op liabilities, and
(ii) a reasonable buffer against unforeseen interruptions in the Co-op’s business.
Monitoring
1. Every item in this policy except for item I will be monitored annually as set by the Board Calendar.
2. The internal report will include specific number data on items A and E.
3. Item I will be monitored by formal presentation to the Board prior to any action the Board undertakes regarding incurring long-term debt.
4. The Board may request at its discretion an external report on any item listed in this policy.
With respect to the need to plan for emergency management succession, the General Manager may not fail to:
A. Ensure that there is a person or persons adequately trained to manage the store in an emergency, until such time as the Board can authorize a temporary or permanent replacement.
B. Maintain computer and paper files in such a manner that another person can step in and carry out key responsibilities.
C. Inform the Board who s/he designates to be “in charge” in an emergency situation.
Monitoring:
This policy will be monitored by internal report annually as set by the Board Calendar with updates of key personnel changes.
As a member-owned organization excellence in customer service is our highest priority. Therefore the General Manager may not fail to:
A. Strive to provide exceptional value and service to customers.
B. Clearly state the co-op’s commitment to customer service as a value in appropriate employee related policies and documents.
C. Provide for sufficient staff training in customer service.
D. Hold staff accountable for providing excellent customer service.
E. Ensure timely responses to customer concerns and complaints.
This policy shall be monitored annually as set by the Board Calendar.
With respect to providing high quality service to members and potential members, and recognizing that member services are vital to the continuation of a cooperative enterprise, the General Manager will not fail to maintain a positive interaction between the cooperative and its members in all areas of business. Accordingly, s/he may not fail to:
A. Maintain membership and other records as required by law and to have them provide the basic information necessary for the planning and execution of all member relation functions. This includes, but is not limited to, plans, programs, budgets, and calendars.
B. Guarantee that member lists are properly maintained. The member mailing lists shall not be sold, shared or given away to any third party unless approved by a 2/3 majority vote of the board of directors.
C. Gather information in order to propose and execute programs, activities, and events that meet the needs and expectations of members and future members. This includes, but is not limited to, assessment of member/customer commitment and market analysis.
D. Identify potential members and conduct activities that encourage them to become members. This includes, but is not limited to, an identifiable recruitment plan with an effective and efficient joining process.
E. Communicate effectively so that all members and potential members understand what a cooperative is, what it can do for them, what their responsibilities are, and how they may participate according to their level of interest. This may include, but need not be limited to, in and out of store communication vehicles, member input in decision making, and ample opportunity for member feedback.
F. Develop and execute programs, activities, and events that ensure a well informed, participating membership and positions the co-op positively in the overall business, co-op and neighborhood community. This may include, but is not limited to, ensuring that the annual meeting takes place, offering other opportunities (events, programs, activities) that encourage participation and education, and making it irresistible for future members to become involved by ensuring regular opportunities for member involvement.
Monitoring:
This policy will be monitored semi-annually as set by the Board Calendar.
The General Manager may not cause or allow the Board to be uninformed, misinformed, or unsupported in its work. Accordingly, s/he may not fail to:
A. Submit timely, accurate, and understandable monitoring data required by Board policies. Such information will directly address each provision of the policy being monitored.
B. Keep the Board aware of relevant trends, public events of the organization, or material internal and external changes which affect the assumptions upon which Board policy has been based.
C. Advise the Board chair or executive committee if, in the General Manager’s opinion, the Board is not in compliance with its own policies on Board Leadership and Board-Management Relations, particularly in the case of Board behavior which is detrimental to the working relationship between the Board and the General Manager.
D. Marshal for the Board as many staff and external points of view, issues and options as needed for fully informed Board choices.
E. Provide a mechanism for official Board, officer or committee communications.
F. Deal with the Board as a whole except when
i. fulfilling individual requests for information or
ii. responding to officers or committees duly charged by the Board.
G. Report in a timely manner any actual or anticipated noncompliance with any policy of the Board.
H. Comply fully and in a timely manner with any Board request for a survey of the members.
Monitoring
This policy will be monitored annually as set by the Board Calendar by internal report and direct Board inspection.
Policy B11: Store Expansion and/or Renovation
During the Renovation:
The following items will be regularly monitored during the course of the renovation. The BOD may include additional items as the Directors see fit.
Scheduling: The General Manager shall not fail to adhere to the construction schedule that is created in partnership with the designer, general contractor and staff. The GM shall not fail to report phase level schedule overruns of two weeks or more in writing to the BOD..
Finances: The GM shall not fail to make his or her best effort to keep cost overruns minimal and will thus use reasonable judgment to deal with situations necessitating non-budgeted expenses. For example, it is not anticipated that relatively small design changes and/or equipment selection changes will require explicit BOD approval. However, two scenarios shall not fail to trigger preemptive reporting requirements to the BOD on the part of the GM. First, the GM shall not fail to immediately inform the BOD in writing of unanticipated costs or construction needs that significantly impact the master plan and change the scope of each phase and thus requires a reorganization of remodeling priorities. Second, the GM shall not fail to report general cost overruns totaling more than 10% of the remodel budget as this will be considered significant.
Communication with BOD: The GM may not make significant changes to the remodeling Master Plan without consultation and approval by the Board of Directors. The GM will not fail to inform the BOD of major issues that arise that hamper the progress of the store renovation.
Insurance: The Davis Food Coop will not fail to have proper insurance for construction worker health and safety and other potential sources of liability deemed unavoidable during a proposed remodeling effort.
Member Communication: The GM will not fail to inform members about the progress of the store renovation, nor cause unreasonable inconvenience to members in the course of construction activities. The GM will not fail to provide adequate information to answer member questions.
Safety: The GM will not fail to inform the BOD of any compromises that occur in staff or member safety as a result of construction activities.
G. Environmental Impact: Construction and remodeling, as overseen by the GM, shall not result in unnecessary waste of natural resources. This will be accomplished by focusing on the reuse and recycling of construction waste, energy conservation, and by utilizing any other practical measures available. An official recycling and reuse plan will not fail to be provided by the project construction firm.
Monitoring:
A. During a year without a proposed or ongoing renovation, remodel or expansion project, this policy will be monitored annually by internal review to allow for suggested revisions to language.
B. During a year in which a renovation, remodel or expansion project is being proposed or implemented, this policy will be monitored by internal review at intervals specified by the Board
B11 revised March 2008
Board-General Manager Linkage
The Board's sole official connection to the operational organization, its achievements, and conduct will be through the General Manager.
Monitoring: This policy shall be monitored annually as set by the Board Calendar.
Only decisions of the Board acting as a body are binding on the GM.
Accordingly,
A. Decisions or instructions of individual Directors, officers, or task forces are not binding on the GM except in rare instances when the Board has specifically authorized such exercise of authority.
B. In the case of Directors or task forces requesting information or assistance without Board authorization, the GM can refuse such requests that require, in the GM's opinion, a material amount of staff time or funds, or are disruptive.
Monitoring: This policy shall be monitored annually as set by the Board Calendar.
The Board will primarily instruct the GM through two types of written policies: Ends policies that prescribe the organizational Ends to be achieved, and Boundary policies that proscribe means to be avoided. The GM may act in accordance with any reasonable interpretation of these policies.
Accordingly,
A. The Board will develop policies instructing the GM to achieve certain results, for certain recipients, at a specified cost. These policies will be developed systematically from the broadest, most general level to more defined levels, and will be called Ends policies.
B. The Board will develop policies that limit the latitude the GM may exercise in choosing organizational means. These policies will be developed systematically from the broadest, most general level to more defined levels, and they will be called Boundary policies.
C. As long as the GM acts in accordance with any reasonable interpretation of the Board's Ends and Boundary policies and the Bylaws, the GM is authorized to establish all further operational policies, make all decisions, take all actions, establish all practices, and develop all activities.
D. The Board may change its Ends and Boundary policies, thereby changing the latitude of choice given to the GM. But for so long as any particular policy is in place, the Board will respect and support the GM's reasonable interpretation of that policy.
Monitoring: This policy shall be monitored annually as set by the Board Calendar. .
The GM is the Board's only link to operational achievement and conduct, so that all authority and accountability of staff, as far as the Board is concerned, is considered the authority and accountability of the GM.
Accordingly,
A. The Board will never give instructions to persons who report directly or indirectly to the GM.
B. The Board will refrain from evaluating, either formally or informally, any staff other than the GM.
C. The Board will view GM performance as identical to organizational performance, so that organizational accomplishment of Board-stated Ends and compliance with Executive Limitations will be viewed as successful GM performance.
Monitoring: This policy shall be monitored annually as set by the Board Calendar.
Systematic and rigorous monitoring of GM job performance will be solely against the only expected GM job outputs: organizational accomplishment of Board policies on ends and organizational operation within the boundaries established in Board policies on Executive Limitations.
Accordingly,
A. Monitoring is simply to determine the degree to which Board policies are being met. Only information that does this will be considered to be monitoring data.
B. The Board will acquire monitoring data by one or more of three (3) methods: (i) by internal report, in which the GM discloses compliance information to the Board, (ii) by external report, in which an external, disinterested third-party selected by the Board assesses compliance with Board policies, and (iii) by direct Board inspection, in which a designated Director or Directors assess compliance with the appropriate policy criteria.
C. In every case, the standard for compliance will be any reasonable GM interpretation of the Board policy being monitored.
D. All policies that instruct the GM will be monitored at a frequency and by a method chosen by the Board. The Board can monitor any policy at any time by any method, but will ordinarily depend on a routine schedule. When possible, the Board will use the following procedure for receiving GM monitoring reports divided as: (i) GM presentation; (ii) Director's questions and answers; (iii) Board assessment of the policy and calendaring a date if needed to address adjustments to policy.
The Board will acknowledge by majority vote into the minutes the receipt of the GM monitoring reports. Receipt does not imply approval or rejection of the content of the report by the Board, only the fulfillment of the GM's responsibility to supply it. The Board may vote to extend the reporting period.
E. Pursuant to policy BGM4, the Board will monitor the following policies no less often than the following schedule:
|
Policy |
Method |
Frequency |
|
Treatment of Consumers |
internal |
annually |
|
Treatment of Staff |
internal |
annually |
|
Financial Planning and Budgeting |
internal |
quarterly |
|
Financial Condition and Activities |
internal external |
quarterly annually |
|
Emergency GM Succession |
internal |
annually |
|
Compensation and Benefits |
internal external |
annually biannually |
|
Communication and Support |
direct Board inspection |
annually |
[N.B.: As Ends policies are developed, they would be added to this list]
Monitoring: This policy shall be monitored annually as set by the Board Calendar.
The purpose of the Board, on behalf of the ownership of the Davis Food Cooperative, is to see to it that the Davis Food Cooperative (1) achieves appropriate results for appropriate persons at an appropriate cost, (2) avoids unacceptable actions and situations, and (3) holds the Davis Food Cooperative to Internationally accepted cooperative principles.
Monitoring: This policy shall be monitored annually as set by the Board Calendar.
The Davis Food Coop Board will govern with an emphasis on (1) outward rather than inward preoccupation, (2) encouragement of diversity in viewpoints, (3) strategic leadership more than administrative detail, (4) clear distinction of Board and general manager roles, (5) collective rather than individual decisions, (6) future rather than past or present, and (7) proactivity rather than reactivity.
Accordingly,
A. The Board will cultivate a sense of group responsibility. The Board, not staff, will be responsible for excellence in governing. The Board will be the initiator of policy, not merely a reactor to staff initiatives. The Board will use the expertise of individual members to enhance the ability of the Board as a body rather than to substitute individual judgments for the Board’s values. The Board will allow no officer, individual, or committee of the Board to hinder or be an excuse for not fulfilling Board commitments.
B. The Board will direct, control, and inspire the organization through the careful establishment of Board-written policies reflecting the Board’s values and perspectives about ends to be achieved and means to be avoided. The Board’s major policy focus will be on the intended long-term effects outside the organization, not on the administrative or programmatic means of attaining those effects.
C. The Board will enforce upon itself whatever discipline is needed to govern with excellence. Discipline will apply to matters such as attendance, preparation, policy-making principles, respect of roles, and ensuring continuance of governance capability. Continual Board development will include orientation of new members in the Board’s governance process and periodic Board discussion of process improvement. Towards this goal, the Board will meet at least annually for a governance process retreat.
D. The Board will monitor and discuss the Board’s process and performance at each meeting. Self-monitoring will include comparison of Board activity and discipline to policies in the Governance Process and Board-General Manager Linkage categories.
Monitoring: This policy shall be monitored annually as set by the Board Calendar.
The job of the Board is to represent the ownership of the Davis Food Cooperative in determining and demanding appropriate organizational performance.
Accordingly,
A. The Board will produce the link between the organization and the ownership.
B. The Board will produce written governing policies that, at the broadest levels, address each following category of organizational decision.
i. Ends. Organizational products, effects, benefits, outcomes, recipients, and their relative worth to the Davis Food Cooperative.
ii. Boundary Policies. Constraints on the executive authority of the General Manager that establish the prudence and ethics boundaries within which all executive activity and decisions must take place.
iii. Governance Process. Specification of how the Board conceives, carries out, and monitors its own task.
iv. Board–General Manager Linkage. How power is delegated and its proper use monitored; the role of the General Manager, authority, and accountability.
C. The Board will produce assurance of General Manager performance (against policies stated in 2a and 2b).
Monitoring: This policy shall be monitored annually as set by the Board Calendar.
Policy GP3: Agenda Planning
To accomplish its role of governance in a manner consistent with board policies, the board will follow an annual calendar that completes a re-exploration of Ends policies, and takes into consideration all matters that need to be debated and decided by the board.
A. Consent Calendar
Throughout the year, the board will attend to consent agenda items as expeditiously as possible. Any policy or Board business (action) certified by the Board President as an uncontested act shall be placed on the consent calendar, and shall be known as a “consent calendar action.” Any action can be removed without cause by any Director prior to voting. A Board action on the consent calendar is not debatable, except that the President shall allow a reasonable time for questions from the Directors and shall permit a proponent of the action to answer the questions. If objected to, the action shall cease to be a consent calendar action and shall be at the bottom of the agenda to be taken up normally.
B. Closed Sessions
Pursuant to the special circumstances allowing for closed meetings mentioned in Article V, section 1 (H) of DFC Bylaws, this section outlines those topics allowable. Pursuant to policy GP5, all rules in this policy refer also to any task force of the board.
i. The Board may meet in closed session if (1) the item to be discussed is covered by this policy and is placed as a closed session on the agenda 72 hours prior to the meeting, or (2) the closed session is agreed to by a two-thirds vote of the members of the Board or, if less than two-thirds of the members are present, by a unanimous vote of the members present.
ii. Notwithstanding federal, state or local law, this policy allows the following closed sessions:
a. Action on real estate and real property transactions
b. Litigation and/or liability, existing or anticipated
c. Threats to consumers or the organization
d. Matters of competitive advantage
e. Personnel matters
f. Owner-Member complaints against individuals rather than the Co-op as an entity
iii. Notwithstanding the above, the Board shall not meet in closed session except on those matters which, because of legal requirements or good business sense, require strict confidentiality.
iv. The Board will invite the General Manager to all closed sessions except for those relating to the employment of the General Manager. By majority vote, the Board may invite other non-directors to attend a closed session if the counsel of such non-directors would be useful to the Board.
v. Excluding contrary legal counsel, the minutes of a meeting held under this policy shall provide, (1) who the presiding officer or designee of the Board was, (2) those notified or attempted to be notified of the meeting, (3) a copy of the roll call vote, and (4) any actions taken at the meeting. Closed session minutes shall be posted for a minimum of 10 days in a public place as soon after the meeting as possible.
C. Agenda Review
At the beginning of each board meeting, a time will be allotted for agenda review. Any board member may bring forward a non-debatable motion to add, remove or alter items on the agenda.
Monitoring: This policy shall be monitored annually as set by the Board Calendar.
The President has only those rights, responsibilities and duties as set forth in the Bylaws, this policy, as required by law, or as delegated to that office by resolution of the Board. The President will take such actions as are permitted by and reasonably necessary to carry out the duties set forth in this section.
Accordingly,
1. The President will ensure that the Board acts consistent with its own rules and those legitimately imposed upon it from outside the organization.
a. Meeting discussion content will be limited to issues of Board policy rather than operations, except where information on operations is necessary to determine policy, or compliance with policy.
b. Deliberation will be fair, open, and thorough but also timely, orderly, and to the point.
2. The President will chair Board meetings, with all the commonly accepted power of that position, e.g., ruling, recognizing, scheduling and delegating. The President’s power to chair meetings may be delegated by the President to a facilitator.
3. The President will plan the agenda for meetings of the Board of Directors pursuant to policy GP3.
4. The President has sole authority for certifying uncontested actions for the consent calendar.
(a) The President may delegate this authority to the Secretary of the Board or the facilitator of the meeting.
(b) The President or facilitator of the next meeting will provide to each Director appropriate information for approval of uncontested actions for the consent calendar 5 days in advance of the scheduled Board meeting.
5. Unless otherwise approved by Board action, the President will be the sole Director to represent the Board to outside parties in announcing Board–stated positions and in stating Presidential decisions and interpretations within the area delegated to the President. The President may delegate this authority but remains accountable for its use.
6. The President will monitor compliance by the General Manager with direction from the Board, and will take such actions as are necessary to carry out Board directives. The President will advise the Board as a whole, in person, writing or other medium, of any action taken pursuant to this subparagraph, within 48 hours of such action.
7. The President is responsible for the performance of duties normally assigned to the Vice-President, Secretary, Treasurer and Corresponding Secretary, including, but not limited to:
a. The Vice-President will discharge the duties and responsibilities of the President in his/her absence or unexpected departure from office. When so acting, the Vice-President has all the powers of, and is subject to all the restrictions upon, the President. The Vice-President may also be called upon to assist the President in the discharge of his/her duties as assigned by the President or the Board.
b. The Secretary will ensure that: all Board and committee meeting minutes are complete, accurate, and approved by the Board and maintained in a permanent archive; the articles of incorporation, bylaws, and all Board policies are kept current, are provided to all Board members and senior staff, and are maintained at a central location; all Board notices required by statute, regulation and Board resolution are issued to the appropriate parties; the Board manual is updated as required by the Board; and new Directors receive the Board manual.
c. The Treasurer will ensure the integrity of the Board’s budget and financial condition and ensure that the Board develops, approves, and abides by a budget for Board-authorized expenses incurred in the course of doing the Board’s work.
d. The Corresponding Secretary will acknowledge receipt of all emails, letters or other communications delivered to the Board within 3 days of receipt and indicate to the correspondent the general procedure that will be followed; provide copies of communications to all Directors; will log or otherwise follow the correspondence through to a conclusion; and will report correspondence in the Consent Agenda each month. The Corresponding Secretary is not otherwise authorized to speak on behalf of the Board unless that authority is delegated in a specific instance by action of the President or the Board as a whole.
This policy shall be monitored annually as set by the Board Calendar.
GP4 last revised April 2008.
A Board task force, when used, will be assigned so as to reinforce the wholeness of the Board’s job and so as never to interfere with delegation from Board to the General Manager.
Accordingly,
A. The board will use a task force to help the Board do its job, never to help or advise the staff. A Board Task Force ordinarily will represent a delegation of power, for a limited time frame. A task force may assist the Board by preparing policy alternatives and implications for Board deliberation. However, a task force is not needed for this. In keeping with the Board’s broader focus, a Board Task Force will normally not be charged with overseeing operational matters.
B. A Board Task Force will operate in accordance with the principles of the full Board, exercising the same governing focus and obeying the same code of conduct, including the limitations on speaking or acting for the Board or exercising authority over staff.
C. A Board Task Force will be used sparingly and ordinarily in an ad hoc capacity. Each Task Force will have a time limit after which its delegated authority expires; if not otherwise stated, this will be at the end of Board year in which the Task Force was formed
D. This policy applies to any delegation of authority by Board action, whether or not there is a group called a Task Force and regardless whether the group includes Directors. It does not apply to any committees or task force formed under the authority of the General Manager whether or not they have Directors.
Monitoring: This policy will be monitored annually by internal review as specified on the Board Calendar.
GP 5 last revised March 2008
The Board commits itself and its members to ethical, businesslike, and lawful conduct, including proper use of authority and appropriate decorum when acting as Directors.
Accordingly,
A. Directors must represent unconflicted loyalty to the interests of the ownership. This accountability supersedes any conflicting loyalty such as that to advocacy or interest groups and membership on other Boards or staffs. It also supersedes the personal interests of any Director acting as a consumer of the Davis Food Cooperative's services or goods.
i. When the Board is to decide upon an issue about which a member has an unavoidable conflict of interest, that member will absent themselves from the vote.
ii. Directors must disclose their involvements with other organizations, vendors or associations that might produce a conflict of interest when a Director becomes aware of such a conflict.
B. Directors must avoid conflict of interest with respect to their fiduciary responsibility.
i. There must be no self-dealing or any conduct of private business or personal services between any Director and the organization except as procedurally controlled to ensure openness, competitive opportunity, and equal access to outside information.
ii. Directors must not use their positions to obtain employment for themselves, family members, or close associates. Should a member desire employment, they must first resign from the Board. However, upon being hired, they can run again for a Board position with all the authority and restrictions of an employee Director.
C. Directors may not attempt to exercise individual authority over the organization except as explicitly set forth in Board policies.
i. Directors interactions with the General Manager or the staff must recognize the lack of authority vested in individuals except when explicitly Board-authorized.
ii. Members’ interactions with public, press, or other entities must recognize the same limitation and the inability of any Director to speak for the Board except to repeat explicitly stated Board decisions.
iii. Directors will not individually act or speak regarding the performance of the General Manager or staff performance.
D. Directors will respect the confidentiality required or appropriate to issues of a sensitive nature.
Monitoring: This policy will be monitored annually in September, when a Director is seated and/or as conflicts arise, by internal review
Each Director has several duties to the organization. Violation of these duties may subject the individual to legal liability.
A Duty of Care
i. Each Director will carry out their duties in good faith with the same care that an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner that they reasonably believe to be in the best interest of the organization
ii Each Director will be diligent and attentive.
iii. Each Director will exercise reasonable curiosity and vigilance to ensure that the organization, in all of its operations, is not violating - intentionally or inadvertently - any relevant federal or state civil or criminal statute, regulation or court ruling.
iv The Board or a Task Force of the Board will select the external auditors, will review the annual audit plan with the external auditors and will review the annual report and results of the external audit.
B Duty of Loyalty
i. Each Director will faithfully pursue the interests of the organization rather than their own financial or other interests or those of another person or organization. They will give undivided allegiance to the organization’s mission when using the power of their position or information they possess concerning the organization or its property.
C Duty of Obedience
i. Each Director will act with fidelity, within the bounds of the law, to the organization’s vision, as expressed in its charter, bylaws, mission statement, and planning documents.
ii Each Director will make all reasonable efforts to ensure that all decisions of the Board follow the organization’s articles of incorporation, bylaws and Board policies.
Monitoring: At the first regular Board meeting after the seating of new Directors, this policy will be reviewed to ensure understanding and compliance.
It is the Board's responsibility to maintain its own strength and continuity. The Board accomplishes this through the recruitment, election, and development of skilled, committed, and motivated members. The overall result is a body that provides effective leadership over time and irrespective of individual Directors.
A Budget will be established and used for the training and development of the Board, and for outreach to our members and community.
A training or orientation for all newly elected Directors shall be offered between June and September of each year.
To enhance ongoing development and effectiveness of all Directors, opportunities shall be provided for Directors to attend additional training during their term.
Monitoring: This policy shall be monitored annually as set by the Board Calendar.
The cooperative is owned by its members. The Board obtains its authority from all member-owners and is entrusted to represent their best interests in governing the cooperative. As trustees of the members’ resources, the Board has fiduciary and legal responsibility to them. Since the Board’s primary relationship is with member-owners, it must establish effective linkages with them.
A. To protect the members’ assets, the Board will ensure that an annual financial audit or review is performed for the purpose of testing the cooperative’s accounting records and their compliance with generally accepted accounting principles and with Board policies.
B. In order to ensure that members have methods to take control of products purchased on their behalf, the Board will have a written policy in place describing a process for members to follow if they wish to challenge products management has chosen to offer. These include, but are not limited to:
i. The Boycott Policy (GP10-Boycott)
C. The Board will educate itself regarding member values and priorities, as these are what determine the policies that the Board will create. The Board will initiate its own education into issues and values that might be of current concern amongst the membership by:
i. Monitoring demand for and utilization of services provided by the cooperative;
ii. Studying responses to member surveys, focus groups and key informants;
iii. Studying issues relating to member ownership, democratic management and cooperative business models.
iv. Meeting with elected representatives, consumers and service providers; and/or
v. Reviewing reports in the media;
D. The Board will ensure an open and clear avenue of communication exists between it and the member-owners of the cooperative, including but not limited to:
i Publishing personal contact information in the monthly newsletter,
ii. Ensuring time for member comments at each regularly scheduled Board meeting,
iii. Organizing member linkage events, and
iv. Reporting to the membership concerns common amongst the membership in order that they might know that we have heard those concerns correctly.
E. In order to ensure that the Co-op is maintaining a culture of service and is addressing issues that the membership is concerned about, the Board President or a
designee will annually review the Board’s work plan with regard to the members’ values and priorities. The Board will:
i. design at least two activities in addition to the membership meeting designed to determine members’ concerns.
ii. review member-initiated input to the cooperative, including emails to The Board and Board members, comments from members to management (both printed and omitted from the newsletter), members comments at Board meetings, and all pertinent responses from management and Board of Directors members. This will be done at least once each year.
iii. provide space in each monthly Board meeting for Directors to report the comments and concerns of members at linkage events.
F. The Board will report regularly to the members on its activities and decisions by:
i. including a summary of the approved Board meeting minutes on the website
ii. Publishing a quarterly report of Board accomplishments in the Co-op newsletter, and
iii. Annually disseminating a summary of the major work of the Board of Directors and a report on the general state of the Co-op.
G. The Annual Membership Meeting will be held each May. At this meeting, the Board will:
i. provide the membership with detailed information regarding its activities over the past year,
ii. discuss the Co-op’s financial results with the members, and
iii. use this meeting as an opportunity to interact with members.
Monitoring: This policy shall be monitored annually as set by the Board Calendar.
People united voluntarily to form a co-op may sometimes have differences which need to be resolved democratically. In our co-op, these differences have sometimes focused on decisions about whether to carry certain products. Our Bylaws provide both referendum and initiative (in article X) as available democratic processes, and this Policy sets out procedures for resolving categories of actions that may use those processes. In all cases it is the preference of the Board of Directors to resolve disagreements about policy and specific products by education and compromise, rather than resorting to initiatives.
Members may bring initiatives to a vote as provided by our bylaws. However, our bylaws specify that for most instances these initiatives are not binding, but rather advisory. Any member in good standing may submit a written proposal for policy change or action to the Board of Directors.
In addition, a product may be formally challenged by any member in good standing who believes the Co-op should discontinue or de-emphasize it. The members should provide the Board of Directors with the following information in writing:
• The reason for the proposed action and an explanation of how this change will benefit
the overall membership and the community.
• Documentation supporting that reason;
• The names of organizations supporting the action in question or other similar actions;
• The names of any other co-ops or grocery stores presently supporting the action in
question or other similar actions;
• A complete list of products covered by the proposed action; and
• An exact list of products covered by the proposed action which are carried (at this
time) by the Davis Food Co-op.
The Board will certify at a regular Board Meeting that the information presented is complete, and require the GM to respond with a decision regarding the proposed action in writing by the next Board meeting. If the Board does not certify that the information is complete, the Board must do so with a vote in the form "The Board acknowledges receipt of proposal X, but asks member X to complete the proposal by providing XYZ."
If the Board is unsatisfied with the action chosen or response given (including a non response) by the GM, the Board may, with a unanimous vote, place the proposal on the ballot as a referendum as set out in the bylaws under article X, section 1.
If a member is unsatisfied with the response of the GM and of the Board, they may put forward an initiative as set out in the bylaws under article X, section 2. If the above procedures are followed, that initiative will be binding rather than advisory.
In all cases, it is the preference of the Board of Directors to resolve disagreements about policy and specific products by education and compromise, rather than resorting to initiatives.
Monitoring: This policy shall be monitored annually as set by the Board Calendar.
Davis Food Co-op Board of Directors Policies
June 2008 Edition