Davis Food Co-op Board of Directors
Complete Policies
Davis Food Co-op
Board Policies
II. Boundary Policies (“B”)
Policy B1: General Executive Constraint
Policy B2: Treatment of Staff
Policy B3: Compensation and Benefits
Policy B4: Budgeting and Financial Condition
Policy B5: Investments and Loans
Policy B6: Asset Protection
Policy B7: Emergency Management Succession
Policy B9: Member Relations
Policy B10: Communication, Counsel and Support to the Board
Policy B11: Store Expansion and/or Renovation
Policy B12: Store and Food
III. Board – GM Linkage (“BGM”)
Policy BGM1: Unity Of Control
Policy BGM2: Delegation to the GM
Policy BGM3: Accountability of the GM
Policy BGM4: Monitoring GM Performance
IV. Governance Process (“GP”)
Policy GP: Global Governance Commitment
Policy GP1: Governance Style
Policy GP2: Board Job Description
Policy GP3: Agenda Planning
Policy GP4: The President's Role
Policy GP5: Board Task Force Principles
Policy GP6: Director’s Code of Conduct
Policy GP7: Legal Duties and Responsibilities of Individual Directors
Policy GP8: Board Renewal and Continuity
Policy GP9: Trusteeship and Relations to Members
Disclosure Form
Policy GP10: Binding Initiatives and Boycott Policy
Rules of Order and Election Policies
(1) ELIGIBILITY TO VOTE.
(2) CANDIDATE RULES.
(3) STAFF RESPONSIBILITIES DURING ELECTIONS.
(4) ELECTION COMMITTEE AND ELECTION WORKERS.
(5) NOMINATIONS.
(6) VOTER'S PAMPHLETS.
(7) BALLOTS.
(8) RECEIVING OF BALLOTS.
(9) BALLOT SECURITY.
(10) BALLOT VERIFICATION.
(11) BALLOT COUNTING.
(12) ELECTION RECORDS.
The Davis Food Cooperative exists so that our current and future member-owners and other people in the community have:
• a thriving, cooperatively owned business;
• access to healthful, sustainable, higher quality, and locally grown and produced foods;
• a retail store that satisfies customers;
• an improved environment and a more sustainable food system; and
• education that leads to informed choices about health, food systems, the environment and cooperatives.
MONITORING
All Ends monitoring reports will contain the following four elements:
A.Unless a new End, annual comparisons between previous reporting periods and current reporting period.
B.Successful results/achievements of the End: "What's going well".
C.Areas needing improvement.
D.When action is required, an action plan to achieve improvement with a timeline for achievement.
These Ends shall be monitored annually as set by the Board Calendar.
Ends adopted June 2011
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.
Policy B1: General Executive Constraint
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.
Monitoring: This policy shall be monitored annually as set by the Board Calendar.
Policy B2: Treatment of Staff
The Davis Food Co-op consistently moves toward a culture of service, mutual respect, and communication that is frequent, honest, open, and constructive.
With respect to the treatment of paid staff and Member-owner volunteers, the General Manager will create, and ensure enforcement, of conditions that are fair, dignified, and safe. Accordingly, s/he will:
A. Not illegally discriminate among employees.
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, average length of service, use of the grievance process and the timeliness of annual reviews.
5. A report on staff training and development.
B2 revised November 2008
Policy B3: Compensation and Benefits
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.
B3 revised November 2008
Policy B4: Budgeting and Financial Condition
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.
v. Fail to provide no later than the February meeting of the Board of Directors an analysis of different annual patronage refund options that includes impacts on taxes, cash flow and member loyalty and make a recommendation. In a year in which estimated Net Income is $5,000 or less, such analysis may consist of only a written recommendation.
vi. Fail to provide no later than the March Board meeting specific language for the possible annual patronage motions being considered. The board shall approve a motion pertaining to the annual patronage refund at the November meeting.
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. Fail to prepare, in additional to numerical data, a budget narrative clearly explaining the connection between planned expenditures and Board mandated ends
iv. Fail to prepare or update annually a 5 year strategic plan based upon the ENDS with a 3 year budget and present it to Directors in confidential, closed session in order to protect competitive information. The strategic plan will include an analysis of the Co-op’s overall internal strengths, internal weaknesses, external opportunities and external threats. The General Manager my substitute a comparable alternative approach to the 5 year strategic plan as long as it is applied consistently between years and approved in advance by the Board of Directors
v. Fail to prepare a marketing plan and present it to Directors in confidential, closed session in order to protect competitive information.
vi. 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.
B4 revised May 2011
Policy B5: Investments and Loans
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
A.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.
B.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.
C.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 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 directors, 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.
Policy B7: Emergency Management Succession
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.
Policy B8: Customer Service
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.
Monitoring: 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. Records will provide the basic information necessary for the planning and execution of all member relation functions. Email addresses will be included in basic information within one year of adoption of this policy.
B. Guarantee member mailing lists are not sold, shared or given away to any third party unless approved by a 2/3 majority vote of the board of directors except as specified in the co-op’s election policy .
C. Gather information in order to propose and execute programs, activities, and events that meet the needs and expectations of members and future members. Methods include, but are not limited to, assessment of member/customer commitment, market analyses, member/customer surveys and other avenues for member/customer feedback. Review all formal member/customer surveys with the Board before they are finalized and implemented.
D. Identify potential members and conduct activities that encourage them to become members. Prepare 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.
i. Provide printed materials which are understandable, informative, factual and evidence-based. Materials should be up-to-date at printing.
ii. Provide a website which is understandable, informative, factual and evidence-based. The website should be up-to-date in terms of both content and style.
F. Develop and execute regular programs, activities, and events that ensure a well informed, participating membership and position the co-op positively in the overall business, co-op and neighborhood community. This may include, but is not limited to, the annual meeting.
Monitoring: This policy will be monitored semi-annually as set by the Board Calendar.
Policy B10: Communication, Counsel and Support to the Board
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. Provide adequate administrative and logistical support as outlined in the survey which is included in the monitoring section below. Maintaining support will be the responsibility of the GM even if further delegation occurs. The GM shall be responsible for assigning support tasks. Costs associated with the support will be incorporated into the annual board budget (Board responsibility) and, therefore, the annual operating budget of the Co-op (GM responsibility).
D. 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.
E. Marshal for the Board as many staff and external points of view, issues and options as needed for fully informed Board choices.
F. Provide a mechanism for official Board, officer or committee communications.
G. 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.
H. Report in a timely manner any actual or anticipated noncompliance with any policy of the Board.
I. 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. The board will also be asked to complete an annual survey, below, assessing adequacy of support. Compliance will be demonstrated when a majority of the board indicate ‘adequate” with all items on the survey.
Job Duties and Responsibilities for |
Indicated “adequate” on survey dated _/_/_ by majority of Board |
| Administrative support provided to Board President and Board Secretary on board related matters (including research and correspondence). | |
| Materials coordinated and disseminated for the Board so it is prepared for meetings and retreats. | |
| Notes recorded of all board, membership and other meetings. | |
| Draft meeting minutes prepared in approved format. | |
| Logistics arranged for board meetings, retreats and Annual Meeting. | |
| Nominations and election process coordinated as directed. | |
| Board (and committee) meetings publicized with times and agendas. | |
| Board Policies prepared, maintained and distributed. | |
| Board calendar, task lists and other organizing tools maintained as needed. | |
| Information located and compiled for Board as requested. | |
| Reports and correspondence composed for Board as requested. | |
| Board records and archives maintained, including approved minutes, Bylaws and affected documents. | |
| Member access to public portions of board records facilitated. | |
| Board budget integrated into operating budget facilitated. | |
| Other duties as assigned. | |
| Overall. |
Policy B11: Store Expansion and/or Renovation
I.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.
A. 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..
B. 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.
C. 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.
D. 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.
E. 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.
F. 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
Policy B12: Store and Food
DFC’s end statements pledge commitments to responsible environmental practices, healthy food, and educated customers. Accordingly, the general manager shall not fail to:
A. Position DFC at the forefront of promoting local, organic and natural foods.
i. Establish a merchandising policy that emphasizes foods and products having one or many of the following criteria: local production/harvest, organic certification, high nutritional value, low levels of processing, GMO-free, democratic or cooperative ownership of production, necessary for special diets, and supportive of environmental and economic sustainability.
ii. Allow DFC to carry some foods that do not meet the above criteria in order to provide service to members who purchase those foods.
B. Maintain high standards of safety and cleanliness in food production and handling, and assure that store facilities and systems enhance employees’ ability to maintain these high standards.
C. Advance an educational shopping environment.
i. Provide, in addition to legal requirements for nutrition facts, extensive product signage and labeling that highlight product sources, systems of production and harvest, noteworthy ingredients, and potentially adverse health effects.
ii. Offer newsletters, web pages, classes, speakers, events, books and advertising that include educational components.
D. Offer a range of products accessible to people of various income levels.
i. Conduct price comparisons with similar and competing stores in the region.
ii. Offer sale items and discount programs.
iii. Collaborate with other co-ops and small businesses to buy goods at reduced prices.
E. Encourage members and customers to communicate their opinions and wishes regarding DFC merchandising.
i. Provide a variety of channels for member feedback on food and merchandising.
Monitoring: This policy will be monitored annually in April by GM report.
B12 revised June 2009
Policy BGM: Global Board-GM Linkage
The Board's sole official connection to the operation, achievements, and conduct of the Davis Food Co-op will be through the General Manager.
Monitoring: This policy shall be monitored annually as set by the Board Calendar.
Policy BGM1: Unity Of Control
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.
Policy BGM2: Delegation to the GM
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 improve and refine the organizational End statements as needed so that the General Manager’s interpretation and metrics of those Ends and the Board’s understanding of what it wants to accomplish are aligned. The Board will prioritize the Ends on an annual basis so that the Ends can be used to guide the management’s annual strategic planning process.
B. The Board will develop and regularly monitor 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 as needed, 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.
BGM2 revised October 2010.
Policy BGM3: Accountability of the GM
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.
Policy BGM4: Monitoring GM Performance
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, organizational operation within the boundaries established in Board policies on Executive Limitations, and skill in using the Policy Governance model.
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 and the GM’s skill in using the Policy Governance process.
D. All Ends policies that instruct the GM will be interpreted, benchmarked, and monitored at a frequency and by a method chosen by the Board. All boundary policies that instruct the GM will be interpreted and monitored 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 interpretations, benchmarks and 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 interpretations, benchmarks and 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. In the annual evaluation of the GM, the Board will use the meeting minutes, Board member surveys, and GM interviews to take into account the GM’s skill in using the Policy Governance model.
Monitoring: This policy shall be monitored annually as set by the Board Calendar.
BGM4 revised October 2011.
Policy GP: Global Governance Commitment
The purpose of the Board, on behalf of the ownership of the Davis Food Cooperative, is to ensure that the cooperative achieves its Ends for the appropriate persons at an appropriate cost, complies with the stated Boundary and Governance policies, and holds the Davis Food Cooperative to internationally accepted cooperative principles.
Monitoring: This policy shall be monitored annually as set by the Board Calendar.
BGM Global revised January 2011
Policy GP1: Governance Style
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 directors 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 directors 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.
Policy GP2: Board Job Description
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 directors of the Board or, if less than two-thirds of the directors are present, by a unanimous vote of the directors 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 director 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.
Policy GP4: The President's Role
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 policies are updated as required by the Board; and new Directors receive the Board policies.
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 revised April 2008.
Policy GP5: Board Task Force Principles
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. A Board Task Force will have at least one owner /member on it who is not now, and has not been in the last 36 months, a DFC Director
E. 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.
GP5 revised October 2009
Policy GP6: Director’s Code of Conduct
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. A disclosure form is provided at the end of this policy and Directors will be asked to complete one at the beginning of each Board year and whenever else the need arises.
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
GP6 revised November 2008
Policy GP7: Legal Duties and Responsibilities of Individual Directors
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.
Policy GP8: Board Renewal and Continuity
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 directors. The overall result is a body that provides effective leadership over time and irrespective of individual Directors.
A. A Budget will be established and used for the training and development of the Board, and for outreach to our members and community.
B. A training or orientation for all newly elected Directors shall be offered between June and September of each year.
C. To enhance ongoing development and effectiveness of all Directors, opportunities shall be provided for Directors to attend additional training during their term.
D. To cultivate future qualified Board candidates who are familiar with the Board’s functions and the Board’s policies, all Board Task Forces will have at least one owner /member on it who is not now, and has not been in the last 36 months, DFC Director
Monitoring: This policy shall be monitored annually as set by the Board Calendar.
GP8 revised October 2009
Policy GP9: Trusteeship and Relations to Members
The Board obtains its authority from all member-owners and is entrusted to represent their best interests in governing the cooperative. Since the Board’s primary relationship is with member-owners, it must establish effective linkage 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 evaluating the cooperative’s accounting records and its compliance with generally accepted accounting principles.
B. To ensure that members have a voice in product selection, the Board will have a policy describing the process for members to challenge products stocked in the store. These include, but are not limited to the official Boycott Policy (see GP10: Initiatives and Boycott Policy).
C. The Board will educate itself regarding member values and priorities. Methods include, but are not limited, to:
i. Soliciting responses to member surveys,
ii. Conducting focus groups and interviewing key shoppers,
iii. Reviewing reports in the media surrounding important Co-op issues.
D. The Board will ensure that open and clear communication exists between the Board and the membership of the cooperative, including but not limited to:
i. Publishing Directors’ contact information in the monthly newsletter,
ii. Publishing Directors’ email addresses on the Co-op website,
iii. Ensuring time for member comments at each regularly scheduled Board meeting,
iv. Organizing at least three member linkage events yearly (in addition to the annual meeting),
v. Providing space in each Board meeting agenda for Directors to report the comments and concerns of members at linkage events,
vi. Responding to member emails and comments to the Board through the Board-appointed correspondence secretary; responses will be sent in a maximum of 5 working days.
F. The Board will report regularly to the membership 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 activities and accomplishments in the Davis Food Co-op newsletter and
iii. Annually publishing a summary of the co-op’s financial results in the member newsletter.
G. The Annual Membership Meeting will be held each May. At this meeting, the Board will:
i. Provide the membership with a summary of the Board’s activities and accomplishments over the past year,
ii. Use the meeting as an opportunity to interact with, and solicit comments from members.
H. Mediation Procedure
1. Informal Negotiation: A person allowed by the Bylaws who has a dispute with the Davis Food Co-op shall submit a dispute letter to the Board detailing the specifics of the dispute including the citation of policies, Bylaws, or state or federal laws which pertain to the dispute. This person or persons will be called “disputer”. The disputer may also submit requested remedies. Less than three disputed items shall be brought to the Board at one time.
i. Upon receipt of such a letter, the Board President shall place the item on the next Board
meeting agenda for consideration or respond to the dispute in writing after consulting with other directors on behalf of the Co-op within thirty days of receipt of the dispute letter, whichever is sooner.
ii. If the Board denies the allegations in the dispute letter and/or refuses the suggested remedy, the President shall respond within fifteen days with a letter outlining the Board’s position. This response will also include a notification to the disputer that an informal negotiation is available to them with no fewer than two Directors selected by the Board and that it can occur within fifteen days of the date of receipt of the response letter.
iii. Any proposed agreements made as a result of that negotiation will be placed on the Board’s agenda for the next meeting for approval by the Board, or be considered by the Board no later than thirty days after the informal negotiation, whichever is sooner.
iv. In the event that an agreement cannot be reached through informal negotiation, or the agreement proposed fails to be approved by the Board, within fifteen days the President shall notify the disputer of their option to submit a letter requesting formal mediation, pursuant to Davis Food Coop Bylaws article IV, Section 3(H). This letter will include a list of no fewer than three of Davis Food Cooperative approved mediators with a brief description of their individual protocols.
2. Mediation Request:
i. The disputer shall submit a letter to the Board requesting mediation. The request for mediation should make clear what the dispute is, if the issues have changed, expanded, or narrowed since the request for informal negotiation. The letter shall also specify the disputer’s preference for mediator.
ii. The President will contact both the selected mediator and the owner-member within fifteen days of receipt of the request for mediation in order to commence the mediation process.
iii. The Board President is authorized to determine who shall represent the Board in mediation.
iv. The parties may agree to choose other forums which use a third party to arrive at solutions such as facilitated negotiation. Any other forum agreed to by both parties will be regarded as part of the mediation process.
v. The mediator will communicate the outcome of the mediation to all parties. The Board will vote to accept or reject any agreement made during mediation at the next Board meeting or within thirty days from the conclusion of mediation.
vi. The Co-op at its discretion can pay for mediation in part or in whole.
Monitoring: This policy shall be monitored annually as set by the Board Calendar.
GP9 revised June 2010
DISCLOSURE FORM
Directors of the Davis Food Cooperative, Inc.
THE FOLLOWING FORM SHOULD BE COMPLETED BY DIRECTORS DISCLOSING A COVERED TRANSACTION, AS DESCRIBED BELOW. PLEASE FILL IN THE INFORMATION REQUESTED AND RETURN A SIGNED COPY TO THE PRESIDENT OR SECRETARY OF DAVIS FOOD COOPERATIVE, INC.
The Davis Food Cooperative, Inc. Bylaws impose an affirmative duty upon Directors to (1) disclose any actual or potential conflicts, and (2) remove themselves from any decision relating to the transaction in which they have an interest. Board policies also require disclosure and recusal, and further prohibit “self-dealing” transactions that are not “procedurally controlled.” In addition, California Corporations Code states that certain transactions are void or voidable where there has been no disclosure and approval of a transaction. However, under the California Corporations Code, if, following disclosure, there is either Board or Member approval of the transaction, such transactions are deemed valid.
Davis Food Cooperative, Inc. provides this disclosure form to directors as a means of disclosing their material financial interest in covered transactions to the Board or Membership, as appropriate. Following presentation of this form to the Board or Membership, either body shall determine whether additional information is needed or shall vote to approve or disapprove the transaction.
A material financial interest is not defined in the California Corporations Code, however, the DFC Board understands such a transaction to be one by which a DFC director receives a direct or indirect financial benefit which is not received by other DFC directors.
I, ____________________________, a DFC Director, have read and understand the above information and hereby disclose the following covered transaction to the Board and Members of DFC:
Organization, Group, or Business:
________________________________________________________________
Position of DFC Director within the above Organization:
________________________________________________________________
Description of Covered Transaction:
________________________________________________________________
________________________________________________________________
Description of Material Financial Interest in Transaction:
________________________________________________________________
________________________________________________________________
DIRECTOR CERTIFICATION
I hereby certify that the above statement constitutes a full and fair disclosure of all facts material to the conflict of interest or transaction. I further certify that the conflict or transaction is fair, just, and reasonable to the Davis Food Cooperative, Inc., and that I will voluntarily recuse myself from consideration of any issue or transaction in which I may be deemed to have a material conflict of interest.
________________________________________ ________________________
Signature of Director with Conflict of Interest, Date
BOARD APPROVAL
It is understood by a majority of disinterested Directors that the aforementioned conflict or transaction may confer a material financial benefit to the interested Director.
After discussion, a majority of disinterested Directors agreed that the transaction described herein is fair, just, and reasonable to the Davis Food Cooperative, Inc., and in the best interest of the Davis Food Cooperative and is therefore approved.
________________________________________ ________________________
Signature of DFC President or Secretary, Date
Policy GP10: Initiatives and Boycott Policy
Our Bylaws provide both referendum (a process reserved to the Board) and initiative (which may be initiated by the Board or the Membership) as available democratic processes, and this Policy sets out procedures for resolving categories of actions that may use those processes.
Before beginning the initiative process for a boycott , 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.
Before beginning the initiative process for any reason other than a boycott , any member in good standing may make a request of the Board of Directors by providing the following information in writing:
• The precise action desired;
• 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; and
• The names of any other co-ops or grocery stores presently supporting the action in question or other similar actions.
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 vote to 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.
The date of record for determining the number of shareholder signatures needed for a valid initiative petition has been set by the Board (upon a motion duly made and passes at the March 2010 meeting) as the first day of the month prior to the petition being filed.
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.
GP10 Revised August 2010
Davis Food Co-op Board of Directors Policies
November 2010 Edition