SRFC Owner Forum

Today marks an historic end to a long journey. Beginning in 2006, the Syracuse Real Food Co-op Board of Directors took on the task of re-writing our Co-op’s Bylaws. Those bylaws were nearly the same set of rules and regulations that the Co-op had been operating under since its inception in 1977, when the Co-op became a legal entity.

In 2008, the Board of Directors brought their first draft of the proposed bylaws to the Owners of the Co-op for input. A series of four owner forums were held, with the bylaws being redrafted and improvements made after each. The Board of Directors spent countless hours in the store, gaining input from owners and bringing that input back to the other board members at board meetings. Owners were also asked to attend Board meetings and share their ideas and input in the drafted bylaws.

Thanks to everyone that participated in this process, the Board was able to present a comprehensive bylaw revision for vote at the Annual Meeting last month. Finally today, Secretary Kris Venne lead a ballot count. Steve Penn and Karl Newton, two highly qualified Co-op owners witnessed the vote. The votes were tallied and the bylaws passed! (124 to 42.)

This year was historic because of this benchmark, but also because of heightened owner participation. Over 200 owners cast a ballot this year, lending strong results for 2010 Board of Directory Candidacy. Congratulations to Walley Francis, Georgette Nicolaides, Marcy Rothenburg and Venassa Marquez. These four candidates take their seats as members of the Syracuse Real Food Co-op, and we’re excited to have them all, and looking forward to continued success under their leadership!

Thank you to everyone who participated in this process. Cooperatives are at their best when they are considering the needs of the many, and the needs of the many are best considered when we have lots of voices!

The following are notes from the Special Owner Meeting, held November 22 as written by the facilitator, Kirby Edmonds. The board of directors has committed to responding to each of these concerns.  Look for those answers by Monday, the 30th.

Click on the heading to read the Board of Director’s response.

Goals for this meeting

To give Board Members an opportunity to hear from members Re:

Concerns about expansion

Communication & member engagement in decision-making.

Identify possible ways to address the concerns.

Commitment to some next steps

Concerns regarding bylaws and process

Bylaws don’t state board has authority to borrow

Can’t find out as members what proposed change is about

Unattainable quorum

Terminated members cant appeal to members

Board/council has authority to compensate itself without limit

Members have lost right to form committees and referenda

No limits on equity transfers

Legalese

More long term vision requested Re: cooperative movement

Inefficiencies regarding slow moving decision making process

Concerns about how decisions get made

How to engage broader base of members

Principle –> inclusive process

What specific parts of bylaws are important to a banker

Why would we let our bylaws be framed/made by a banker

Proposed bylaws do not authorize reports from committees

Amendments generated from committees and/or referendum

Requires members trust the board

Low member interest

Ideas for getting questions answered

Disseminate business plan

Reconstitute communication committee

Form bylaws committee to work on improvements

Board has commitment

Plain talk from board/staff/council to members about what this is about

Think carefully about intended and unintended consequences

Will we continue to serve low income?

Can we afford the debt in the long term

Is our membership base big enough

Questions

Which lending institutions?

Which alternatives have been considered?

How many members may be willing to invest how much?

Where do we want?

How large should it be?

Time line for expansion

How can we be true to the culture of the neighborhood?

Has there been consideration of a second store?

How much staff time is going into this and what else is being sacrificed?

What was thinking behind eliminating audit and oversight?

What  are the business needs of expansion and effect on bylaws?

What building/facility efficiencies do we need/want?

How green do we want this project to be?

How will we deal with large corporations regarding products we sell?

What is the definition of preferred stock?

Does it override one member/one votes?

What elements do members want in the store?

More info regarding finances that increases confidence that decisions are fiscally sound

How will we get input from local farmers?

How has diversity been considered? Don’t want to exacerbate lack of diversity

Any plans to review lessons learned from other coops about expansion?

What is the philosophy toward product selection?

Will you be trying to reduce price at point of sale?

Next steps

Move forward with proposed bylaws trusting that a committee be authorized to make amendments (relatively quickly) that re-institute member decision making authority

Vote down bylaws and then make the changes

Make the cost of communication to entire membership (time/money)

Which specific proposed changes are connected to loan process – creating confidence in the organization its capacity and fiduciary efficacy

Revise what is being proposed immediately

Communicate processes for considering these questions (front door)

Will anything prevent Travis from making offer?

Use internet for member discussion

smashstate@earthlink.net

Ron if you want to talk about bylaws

List what bylaws committee will be deciding and discussing

Create voluntary directory/list serve

The final, proposed version of the Syracuse Real Food Co-op are here! You can read them here.

After the August Owner Forum, the board of directors voted to make two significant changes: (1) keep two meetings per year, and (2) include the seven cooperative principles in the bylaws.

Voting begins November 5 on this draft. Please post any questions or comments regarding this final draft.

The Syracuse Real Food Cooperative Board of Directors has recently recommended changes to the bylaws which are intended to help the co-op expand; expand its capital, expand its resources, expand its membership, and expand its ability to serve the community.

Our co-op is doing great things, but our current operation limits our potential. We have no backspace, no loading dock, limited floor space, no meeting area, and very limited parking. These limitations hinder our ability to provide the community with the services and resources we as a cooperative market are responsible for providing. What we’ve created at SRFC is good for our community and we want to share it, make it better, and bring more services to the community!  

There is currently a lot of momentum in cooperative markets. The national economic situation is leading a lot of people to look to their community for services, and more people are thinking in terms of ‘we’ instead of ‘me’. There is also  energy being injected into cooperative markets with positive national attention and discussion about cooperative healthcare plans.

We need to capitalize on this momentum, and use this energy to plan our growth. To reach our potential, we need capital! The proposed bylaw changes allow more capital to come into the co-op. The proposed changes do not change the governance structure or decision making process, but are rather tools to allow the co-op to grow into its potential and responsibility to serve the community.

The Board of Directors is working to take hold of the national momentum around co-ops, and bring some of it to our community by asking the co-op community for ideas from you! What are your concerns about the proposed changes? What excites you about them? What are some community services that you’d like to see the co-op more involved in? What are your dreams for the co-op? Help us make our co-op a great, effective, and useful social tool!

Please share your comments and suggestions!