1. Special Rules of Order –2/3 vote to adopt/revise, 1 reading required
A. Alternate directors are treated as non-alternate Directors in all ways except for those specified in the bylaws (this includes ability to be present at closed sessions)
B. Ground Rules – read at the beginning of each meeting and set standards for behavior at meetings
C. A direct response will be used only to provide a short answer or piece of information to a query or statement that was made by a board member who currently has the floor.
D Three Readings procedure used for all policy
1st – introduction to topic; consent calendar
2nd – substantive discussion of proposed policy; we may schedule multiple second readings
3rd – vote
Three readings may be bypassed by 2/3 vote
E Guests are welcome but we ask that guests abide by the following guidelines
i. Member-owners have three minute comment period at the beginning of the meeting. This comment period is not for discussion between the commenting member and Directors. Meeting facilitator shall thank the member for commenting and ask for her name and contact info. Any Director may calendar the subject commented upon for a later meeting or later in the same meeting.
ii. Members who arrive at a board meeting after it has started are asked to avoid interrupting the meeting. We ask that all member comments/concerns be raised during a comment period or at a break in the meeting, rather than immediately upon arrival. Also, the flow of conversation should not be interrupted for introductions or explanation of the background of the agenda item.
iii. Members are welcome to participate in discussion, but must follow the Board’s ground rules for group deliberation. In particular, this means that members should not be allowed to interrupt the flow of the meeting in order to keep a controversial item from coming into a vote. Members who are upset or concerned about a topic under discussion should discuss it with a board member before or after the meeting.
iv. The Meeting Facilitator may at the request of any director ask any guest wishing to make a public comment to declare any interest that she or he might have in the matter being commented upon. An “interest” includes, but is not limited to, financial, promotional or prestige issues. A guest who declines to state her interests will be heard, but such refusal to state shall be noted in the public minutes.
v. If possible, the Board shall provide each guest with a copy of pertinent procedures before the comment period opens.
2. Standing Rules of Order – administrative details not relating to conduct of business at meeting; majority vote to adopt/revise; one reading required
A Whenever possible, motions should be written up in advance.
B. policy revision: adopted final copy of new policy directly to secretary.
C. All agenda items ready for the next meeting in directors folders, include a copy for note taker and GM:
i. Monday 5 pm GM reports – via email and hard copy
ii. Saturday 5 pm if possible, but Monday noon at latest, to Secretary for compilation
iii. If materials are late – then please send them out by email and hard copy
iv. If materials are due and won’t be turned in, please notify President and Board ASAP.
v. It is the responsibility of individual directors to check the contents of their folders against that month’s Agenda prior to the Board meeting to verify that no documents are missing.
D. E-mail Expectations:
i. Directors will read e-mail at least every 3 days
ii Emails requiring a response should contain "RSVP" and the due date in the subject line.
iii. Except in emergencies, the due date should be at least 5 business days away.
iv. Email lists:
(a) Co-op Board for those items requiring only full Board input – this list is confidential for Board use only.
(b) Use specific director email addresses for other conversations that include non-directors – do not use BCC because everyone should know who is included in a conversation.
(c) If an e-mail only needs to go to one person, please send it to that person rather than the full board.
(d) Refrain from sending photos of rabbits, kittens or other animals to the Coop Board list
E. Procedure for Director Reimbursement for Petty Expenditures on Educational Printed Materials.
i. Directors to be reimbursed by the Treasurer for discretionary expenditures evidenced by a receipt of up to $50 per Director per Board Budget Year (from the “Printed Materials” category) on any printed materials (paper or electronic format) the Director reasonably feels is relevant to his or her self-education as a Director.
Davis Food Co-Op Board Administrative Policy
ELECTIONS (See also: Bylaws Article IX)
(1) ELIGIBILITY TO VOTE. Eligibility is defined in the Bylaws, Article IX, Section 1. Eligibility, i.e. good standing, may be confirmed by checking the following: computer or paper membership record, computerized or paper share register, and records of fees or debts due to the co-op.
(1.1) ELIGIBILITY OF MARRIED PERSONS. If the person who signed the membership application signed the ballot, no further check need be made. If the other spouse signed the ballot, election workers must find out whether the membership is community property. If so, either spouse (but not both) can vote, and election workers shall contact the members to determine the validity of the signature; in the absence of an affirmative declaration (written or verbal) by one of the members, the vote cannot be counted. If not, only the spouse who signed the membership application is a shareholder and can vote.
(1.2) NO PROXY VOTING. Proxy voting is prohibited by the Bylaws and by California law in cooperatives. Giving a vote to a member of the household who is not designated as co-owner in the member's records to cast for the shareholder is defined as proxy voting.
(2) CANDIDATE RULES.
(2.1) EQUAL ACCESS TO PUBLICITY. The right of equal access to publicity shall not preclude setting reasonable regulations, as long as they are clear and equitable, and consistent with Co-op Bylaws and applicable statutes. The means of publicity which members are assured equal access to are interpreted to comprise:
(a) the pro or con statements in the Voter's Pamphlet;
(b) the endorsement spaces in the store and on the Co-op's web site; and,
(c) the list of member mailing addresses.
(2.2) CAMPAIGN SPENDING. Co-op policy is to discourage candidates and their supporters from spending large amounts of money on Co-op election campaigns. This policy shall not be construed to obviate the Co-op’s duty to educate members and to substantively address proposals that will be voted on, nor shall it prevent equal and reasonable access to publicity, as mandated by Bylaw IX, Section 7.
Once a measure has been placed on an Election ballot the Board or Management may no longer use Co-op resources to educate the membership about the issues and choices related to that measure. Once a measure has been placed on the ballot a reasonable interpretation of the mandate for equal access requires that a communication from Board or management be permitted only if:
(a) it is commercial speech related to the sale of products or Co-op Memberships; or
(b) it does not contain a “call to action” or clear advocacy of a position that will be easily identifiable with a specific electoral position by an average member.
(2.3) FREEDOM TO SPEAK BALANCED WITH FREEDOM TO SHOP. Politics is a sensitive subject. It should not be allowed to interfere with the work that needs to be done in the store. Everyone's views should be presented as fairly as possible. Shoppers in the store should not be pressured. Therefore our policy is that no campaigning may be done in the store.
Whenever you are in the store, and any time you are scheduled and/or paid to work, whether as a member or as an employee, please restrict your discussion of Co-op politics and the election to: (1) informing members where they may get information about candidates and issues; (2) informing members of the procedures for voting; (3) encouraging shareholders to vote.
(2.4) CAMPAIGNING INSIDE/OUTSIDE THE STORE. Everyone may discuss his/her own opinions outside the store, outside of working hours.
Information on candidates and their views, propositions, issues, and commentary, can be found in the designated election displays at the entrances to the store and/or in the hallways outside the bathroom or office. These are the only areas where such information may be posted or left for members to take. Space is provided for comments.
No one may engage in leafleting, petitioning or soliciting within the store proper. Soliciting means being present for the purpose of striking up election discussions with members and attempting to convince them to vote in a certain way. Casual discussions relating to the election among people who are in the store for other purposes do not constitute soliciting.
Leafleting, petitioning or soliciting outside the store on Co-op property shall be subject to reasonable regulation, as are other free speech activities. Free speech activities related to Co-op elections and policies shall be given general — although not absolute — priority over other speech.
(2.5) IN STORE PUBLICITY. Bulletin board space will be made available to the candidates and for Bylaws amendments, propositions, and the arguments related to these. Space will be provided for endorsements and member opinions on the candidates and election issues. Campaigning procedures will also be publicized in the store.
(2.6) CO-OP ELECTRONIC RESOURCES. The Voter's Pamphlet and other information about the Co-op election shall be made available electronically. If endorsements, opinions and comments are delivered electronically, then a reasonable effort will be made to reproduce them.
(2.7) CO-OP NEWSLETTER AND CO-OP ELECTIONS. Endorsements for Board candidates or Bylaws amendments will not be printed in the Co-op newsletter. The newsletter is not published frequently enough to allow timely response to subjects raised. Such endorsements may be placed on the election display. A notice will be published in the newsletter that any endorsements received will be posted on the election display.
(2.8) USE OF MAILING LISTS. The Board will direct staff to grant to candidates, or proponents or opponents of ballot issues, access to the Co-op's mailing list in conformance with California Corporations Code Sec. 12600. Mailing material to the membership for such a person shall be at that person’s expense.
(3) STAFF RESPONSIBILITIES DURING ELECTIONS. Staff are responsible for observing, and for informing members of, our campaign policy. Management will educate staff about these responsibilities and hold them to the standards in this policy.
Staff on duty may encourage shareholders to vote, in the most general of terms, as long as they don't mention, or discuss, any issue or candidate; or in any way say, or imply, that any issue, or candidate, should be voted for, or against; or that any particular outcome of the election is desirable. In other words, staff may ask someone if s/he has voted; staff may say that they encourage him/her to vote; and staff may say that it is important for him/her to vote.
Staff members shall not take unscheduled breaks in order to engage in political discussions.
If members request more information from the staff of the Co-op and explicitly state that their request is on election issues, such questions shall be made in writing directed to the General Manager. Staff may also assist members in locating information in election literature. The General Manager shall answer, or cause to be answered, the question in writing and both the question and answer will be posted on the election display.
(4) ELECTION COMMITTEE AND ELECTION WORKERS. Election Committee is defined in the Bylaws (Art. IX, Sec. 1) and shall be appointed by the Board. Election workers are staff and volunteers directed by the General Manager. Election workers shall be educated about this policy and shall execute its instructions to attempt to produce a fair election. No Election worker shall be a candidate, or household member of a candidate, for election to the Board of Directors on the current ballot.
(5) NOMINATIONS.
(5.1) AT MEMBERSHIP MEETING. A shareholder in good standing may nominate an eligible person by offering a motion that the person's name be placed on the ballot. The candidate so nominated is also required to sign a declaration of candidacy.
(5.2) BY DECLARATION OF CANDIDACY. (see Bylaws, Article IX, Section 3 (B)) The "declaration of candidacy" is a form provided and approved by the Board for this purpose. This form will also contain a statement declaring that the candidate has read and understands attached descriptions of: the qualifications necessary for a Board member; the duties and responsibilities of a Board member; and an estimate of the time commitment required. This statement should be signed by each candidate.
(6) VOTER'S PAMPHLETS. The voter's pamphlet shall contain a statement of the campaign policies. The voters' pamphlet must be approved by the Board prior to issuance unless specifically exempted.
(6.1) PROPOSED BYLAWS AMENDMENTS. Presented in the voters pamphlet is what the Bylaws will say if the proposed amendments are accepted. Differences from the current text will be indicated, where possible, by underlining. Proposed deletions, if deletions are the only changes, where possible will be shown crossed out.
Bylaws proposals may be grouped under "Proposition" titles, and the proposals under one title are to be voted on as a unit, to be accepted or rejected together.
Copies of the current Bylaws will be made available together with ballots and voter's pamphlets in the store and at membership meetings and forums.
Ballot propositions cannot be changed once they are published in the Voter's Pamphlet. The version there published is the version that must be voted on.
(6.2) PRO AND CON ARGUMENTS. Pro and con arguments shall be published as received, provided they:
(a) are 350 words or less, and
(b) are signed by their author(s),
(c) are received by the deadline announced, and
(d) have not been scrambled or corrupted in transmission. If there is a question of such corruption or scrambling, staff shall attempt to contact the author for specific direction, and shall offer reasonable opportunity for the corruption or scrambling to be corrected.
Staff will follow the Bylaws (Art. IX, Sec. 6 (C) (4) (b) and publish the first argument submitted for and the first argument submitted against any ballot measure. However, if 2 arguments on the same side are received (2 pros or 2 cons) the authors of both will be notified of the opportunity to consult each other. They must agree among themselves whether they wish to have one or the other argument used, or a new jointly-authored argument. If they do not reach an agreement by the published deadline, staff will run the first argument received in its original form.
If a pro argument is received, but no con, or vice versa, staff will attempt to solicit an opposing argument from people known to be in opposition or capable of writing an opposing opinion.
All statements published must be signed by their authors and the names published. If statements are received electronically, staff compiling the Voter's Pamphlet shall contact the author to verify their authorship.
(6.3) IMPARTIAL ANALYSIS The requirement of the Bylaws (Art. IX, Sec. 6 (C) (4) (a)) for “a brief analysis” shall be interpreted in relation to the complexity of the nature and effects of the measure proposed.
(7) BALLOTS.
(7.1) PRINTED BALLOTS. On the same ballot shall be printed voting instructions, Bylaws proposals and amendments, referenda, and ballots for voting on Board candidates.
At a membership meeting where a quorum is present, names of candidates will not appear on the ballot, but shall be posted conspicuously, to equalize the exposure of previously nominated candidates and those nominated at the meeting. During the in-store phase of the election, all candidates shall be listed on the ballot. At the membership meeting where a quorum is not present, ballots listing all candidates who have filed a Declaration of Candidacy as of six hours before the scheduled start time of the Meeting will be available.
The names of candidates will be listed in random order. Candidates who are staff members will be labeled as such on the ballot.
(7.2) AVAILABILITY OF BALLOTS. Anyone may take a ballot, ballot envelope and voters' pamphlet.
(7.2.1) IN STORE. Supplies of ballots, ballot envelopes and voters' pamphlets will be provided by Election workers. They will be available at membership meetings and in the store beginning the first day of the election. Staff are responsible for keeping them in stock and prominently displayed in proximity to the ballot box.
(8) RECEIVING OF BALLOTS. Ballots, in their sealed envelopes, may be placed by the voter into the locked ballot box or may be mailed to the Co- op. If a ballot arrives by mail, the staff member receiving the mail is responsible for putting the ballot, still in its sealed envelope, into the ballot box. We will not accept postage-due ballots.
All ballots must be placed in the ballot box prior to the close of business (10:00 PM) on the last day of voting, or have a US post mark prior to or from the last day of voting. Five days shall be allowed for late mail after the close of the voting before a final count is made or final results announced.
(9) BALLOT SECURITY. The ballot box shall be locked, with restricted access to opening the box. Only Election workers who have been educated about this policy may remove ballots from the box under any circumstances, and only in the presence of a witness (at least two people shall be present whenever the ballot box or ballot storage box are opened).
Once a ballot envelope is sealed, no one may open it except the shareholder who signed it, or an Election worker at the time the ballot is to be counted.
(10) BALLOT VERIFICATION.
(10.1) SIGNATURES. Signatures on the ballot envelopes shall be checked against the signature on the membership or share application, or another source of signatures.
(10.2) VERIFICATION PROBLEMS. If a ballot appears to be invalid because of duplication, invalid signature, unsealed envelope, or other problem with the ballot/envelope itself, the individual shareholder shall be contacted by the Election Group before a final count of ballots is made. It is the Election Group's responsibility to make good-faith efforts to contact the shareholder; it is the shareholder's responsibility to meet with the committee member.
(10.2.1) DUPLICATE BALLOTS. If two ballots are received from the same membership, a shareholder must specify to an Election worker their choice of one of the two ballots. They may specify in person, or by phone or written means, but their choice must be recorded in written form — for instance, on the envelopes & ballots saved by the Election workers for Election Committee as a register.
(10.2.2) UNSEALED ENVELOPES. The shareholder may either turn in a sealed, new ballot or may meet with an Election worker, examine the ballot already submitted, and seal it.
(10.2.3) SIGNATURES INVALID OR DUBIOUS. The shareholder may either confirm that the signature is genuine, or may submit a duplicate signature.
(10.2.4) MEMBERSHIP STATUS. It is the responsibility of the member to check their membership status at the time of voting. If a discrepancy is observed the member shall write their explanation on the back of the envelope.
(10.2.5) MULTIPLE BALLOTS IN ENVELOPE. If more than one ballot is present, the entire contents of the envelope shall not be counted.
(10.2.6) ILLEGIBLE OR UNINTERPRETABLE MARKS. Upon the ballots being opened and counted, if a particular mark on a ballot is illegible, only that mark will be discounted; the rest of the votes on that ballot will be counted. If a ballot is marked in such a way as the voter's intent is impossible to discern, e.g. voting for more candidates than specified in the instructions, then that portion of the ballot shall not be counted.
(10.2.7) VALIDATION PROBLEMS UNRESOLVED. Should the shareholder not clear up the problem with the dubious envelope by the close of business on the day before results must be announced, the ballot will not be counted, but shall remain sealed in the envelope, which will be documented as to time and date of contact with the shareholder and explanation for not counting the ballot.
(10.3) NON-COUNTED BALLOTS. All non-counted ballots shall be retained. The explanation for why each ballot has not been counted shall be written on the envelope and signed by an Election worker.
(11) BALLOT COUNTING. The time and place of counting of ballots shall be announced 7 days in advance and posted in the store; it is open to any member in good standing who is not a candidate, or a household member of a candidate, for election to the Board of Directors on the ballot being counted.
(11.1) METHOD OF COUNTING.
(1) All countable ballots shall be removed from their envelopes, thrown into a large container, mixed thoroughly, then counted.
(2) Envelopes will be saved as a voter register.
(3) Each envelope shall be checked to determine that it contains only one marked ballot (see also above).
(4) The count is to be confirmed by a second independent count which agrees (which may be made either at the same time or at a different time).
(12) ELECTION RECORDS. Results, ballots, and envelopes shall be stored by the Election Committee for ten months in such a way that they are secure from tampering, and available to the Board upon its request.
Adopted March 2008
Davis Food Co-op Board of Directors
Administrative policies in
place June 2008