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
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
Ron if you want to talk about bylaws
List what bylaws committee will be deciding and discussing
Create voluntary directory/list serve
