Board proposes Bylaws changes

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The Moscow Food Co-op Board of Directors has been hard at work revising the bylaws to correct some aspects of the bylaws that are not currently in accordance with State and Federal Laws and in preparation for opening a second store in Pullman.  The Board would like to have an owner vote to accept the proposed bylaws in the next few months and is currently in the process of receiving valuable feedback from Co-op owners.  Two owner forums have been scheduled and we invite you to attend.

The first Bylaw Forum is scheduled for Monday, June 27th in the Fiske Room at the 1912 Center from 6:30-8:30 pm.  The focus of the first Bylaw Forum will be to give some background information on the bylaw revision process with a timeline moving forward and to introduce the proposed bylaws.  During the Forum we will be going through changes to the bylaws one by one, providing a comparison document that will explain side by side how the proposed bylaws are different from the current bylaws. 

The second Bylaw Forum is scheduled for Monday, July 18th at Paradise Creek Brewery in Pullman from 6:30-8:30 pm.  The focus of the second Bylaw Forum will be to take more in-depth questions from members regarding the bylaw revision and to discuss any changes to the proposed bylaws that have arisen since the June 27th forum. 

The following documents are provided to help guide owners’ review of the proposed bylaws.  It may be helpful to note that the Bylaws are subordinate to Title 30 of the Idaho Statutes under which the Co-op is incorporated.  Bylaws must be adopted by a vote of the Co-op ownership.  Governance policies, which flow from and must be in accordance with the Bylaws, are developed, approved and evaluated in terms of compliance by the Board of Directors.

Idaho Statute Title 30
Proposed Bylaw Draft
Current Bylaws
Governance Policies
Side by Side Changes
 

If you are unable to attend the Forums we encourage you to send any comments or questions to Board@moscowfood.coop.

The Board of Directors would like to thank the following Co-op members for their participation in a recent focus group that helped guide the bylaw revision process.

Diana Armstrong
David Hall
Jolie Kaytes
Emma Liang
Greg Meyer
Mark Mumford
Chris Norden
Lida Saskova
Kimberly Vincent


NOTICE TO MOSCOW FOOD CO-OP MEMBERS
FROM THE BOARD OF DIRECTORS
MARCH 2016

Each person running for the Moscow Food Co-op Board of Directors is required to review and sign Policy D11, “Board of Directors’ Code of Conduct.” If elected, they must again review and sign it when seated and annually at the first meeting following the election of new Directors.

D11 has two parts: the Code of Ethics and the Code of Conduct. The policy clarifies any uncertainty regarding the authority of the Board or individual directors, establishes an agreed upon standard of conduct for all directors, and creates greater unanimity and closer coordination between directors, management, and employees.

By signing Policy D11, individual affirms that they: a) have received a copy of the policy; b) have read and understand the policy; and c) agree to comply with the policy. Upholding this policy, as well as the standards of conduct included in the Moscow Food Co-op bylaws is the duty of the Board of Directors.

When a director signs Policy D11, they also agree that if, in the opinion of the majority plus one of Co-op directors, they have violated the letter or spirit of the policy, they shall resign their position on the Board immediately; shall not seek to cause disruptions to the Co-op Board for that action and shall not seek to serve, or serve, on the Co-op Board for five years from the date of the resignation.

On March 11, 2016, the Moscow Food Co-op Board of Directors called an executive session meeting. And, after careful consideration and review, and by unanimous vote (motion passed 5-0), the five directors present found Bill Beck to be in violation of the following provisions of Policy D11, and subsequently requested his resignation in accordance with that policy:

I. Code of Ethics Directors serve as representatives of the cooperative. We shall conduct ourselves in a professional manner which fosters confidence and reflects positively on the Co-op, its members, and its staff.

II. Code of Conduct As a Co-op director, I pledge to do my best for the Moscow Food Co-op and will…

  • be honest, helpful, diligent, and respectful in my dealings with the Co-op, with other directors, and with the Co-op’s management, staff, and members
  • work to ensure that the Co-op is controlled in a democratic fashion by its members and that all elections are open, fair, and encourage the participation of all members

Bylaws Section 4.5 states as follows:

Standards of conduct:
Directors and officers with any discretionary authority shall be responsible at all times for discharging their duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner they reasonably believe to be in the best interests of the Co-op.

Asking for the resignation of a director due to Policy and/or Bylaws violations is a solemn and necessary duty of the Board of Directors. We understand Co-op members have many questions, that our fiduciary and legal duties to the Co-op prohibit us from answering. As a Board, we can assure you that we sought external legal counsel in this matter and followed the Moscow Food Co-op’s By-Laws and Policies throughout these proceedings.

Sincerely,
Colette DePhelps, President,
On Behalf of the Moscow Food Co-op Board of Directors
board@moscowfood.coop


2016 Election Results

For more information about the election process, read here. If you have any questions about the election, please email boardelections@moscowfood.coop

David Nelson
Yes: 415
No: 73
Elected to: 3-year term

Idgi Potter
Yes: 435
No: 53
Elected to: 3-year term

Laurene Sorensen
Yes: 413
No: 75
Elected to: 2-year term

Bill Beck
Yes: 405
No: 83
Bill Beck was disqualified as a candidate on March 12, 2016 due to violations of elections policy.


From the Nominations & Elections Committee
RE: Bill Beck disqualification

Bill Beck was disqualified due to two violations of campaign guidelines, specifically: 1) aggressive campaigning; and, 2) engaging in activities that would put the Co-op in legal or financial jeopardy. Following proper procedures of notification prevented us from removing Bill from the ballot before the end of the election. We apologize that this was the case.

The Committee regretted having to make this determination, however the integrity of the MFC Board Elections relies on our following our election policies and procedures as outlined in the 2016 elections “Moscow Food Co-op Board of Directors Information and Application Packet.”

We understand it may be frustrating to owners to not receive additional details about our decision. At the same time, it is the Nomination & Election Committee’s and the Board of Directors’ obligation to act in a manner that provides as much information to owners as possible, while protecting the Co-op from legal and fiduciary risks. Please be assured that the Nominations & Elections Committee and Board have been diligent in following established policies and procedures in this situation.

Sincerely,
Kurt Obermayr
Chair, Nominations and Elections Committee


Elections ANNOUNCEMENT
MARCH 12, 2016

Dear Moscow Food Co-op Members and Community,

The Moscow Food Co-op Board deeply regrets that a rumor has been promulgated via Facebook, email and word-of-mouth that a specific segment of our community has initiated a “no” vote campaign to prevent the seating of one or more candidates in our current Board election.

The Board learned of this rumor on March 10, immediately investigated its origin and validity, and has found the rumor to be untrue. The Moscow Food Co-op Board and Management have no tolerance for dishonesty nor negativity/untrue accusations directed toward a specific segment of our community. The Board and the Management of our Co-op are committed to upholding the bylaws of the Co-op and following the policies and procedures that flow from them. We sincerely apologize to those members who were implicated in this rumor and those members who unknowingly shared incorrect information with others. We urge all of our members to remember we are one community, committed to inclusiveness and an open and fair democratic process. If you have any questions or concerns about this issue, please contact the Board at board@moscowfood.coop.

In the spirit of cooperation,

Colette DePhelps, President
On behalf of the Moscow Food Co-op Board of Directors


OPENING A SECOND STORE

This is an exciting time for our Co-op! Following two recent community conversations about our plan to open a store in Pullman, the Board continues to encourage questions and feedback about the process as we research location options.

For more information or to be added to an email list that will receive updates about growth, please email growth@moscowfood.coop. For information about the owner-driven Strategic Plan process that led to growth being a goal for our cooperative, please click here.


CO-OP COMMUNICATIONS REPORT

The Ad Hoc Committee on Owner Communications has submitted its report to the Board of Directors. The Committee was formed to explore how to improve communications with Co-op owners. A group of owners asked to explore this topic after Community News become an online only publication. The report is a summary of ideas and concerns about communications that the Board will consider. Click here to read the committee's report.


Talk to us!

OWNERS: PLEASE SHARE YOUR DESIRED FORUM TOPICS

The Co-op Board’s Owner Engagement Committee is reaching out to owners to submit topics for Co-op sponsored forums. We are considering hosting public forums that would sometimes address issues not necessarily directly related to the Co-op. But the concept is to have most forums center on issues specific to the Co-op and its Board, staff, committees, and owners (formerly known as members). Some topics suggested thus far include the Co-op Community News, Board Election Policies, Changes in Membership Policies, and Exploration of Expanding to Pullman.

The Co-op needs owner input to be as good as it can be. Without it, we will just be another business. We need more effective communication to owners, from owners, and between owners. Forums offer an opportunity to gather, meet each other, and discuss matters that affect what we have cherished over these many decades – YOUR Moscow Food Co-op.

To submit an idea for a forum, email your suggestion to ownerservices@moscowfood.coop.


RESOLUTION OF THE BOARD OF DIRECTORS
OF THE MOSCOW FOOD CO-OP
JUNE 9, 2015

It is deemed to be in the best interests of the corporation and its owners that the Moscow Food Co‐op Board of Directors adopts the following resolution;

Now, therefore be it:

RESOLVED, that the Moscow Food Co‐op Board of Directors endorses adding the words sexual orientation and gender identity to the Idaho Civil Rights Act. This will provide Idaho residents protection from discrimination on the basis of sexual orientation and gender identity. The Moscow Food Co‐op Bylaws already provides these protections and we believe these protections should become legal requirements in the State of Idaho.

DATE: June 9, 2015

Moscow Food Co-op, Inc.


AN OPEN LETTER FROM THE BOARD OF DIRECTORS
JUNE 3, 2015

Dear Moscow Food Co-op Owners and Community:

On behalf of the Moscow Food Co-op and its Board of Directors, I am writing to assure all of the Palouse-Clearwater community that the Co-op is an open and welcoming business that does not discriminate on the basis of race, nationality, religion, age, gender, sexual orientation, disability, political affiliation, or otherwise. 

Our Cooperative is committed to the International Cooperative Alliance (ICA) values and principles. Voluntary and open membership is the first of seven stated principles. Non-discrimination is included in Section 1.4 of our bylaws and each of the Co-op’s seven Board members has publically affirmed his/her commitment to upholding the ICA values and principles and our bylaws.

The Moscow Food Co-op’s mission is to “nourish and nurture our community.”  Our unique business is owned by over 7000 community members and operates for the benefit of the community as a whole.  Everyone can shop at the Co-op and anyone can join.  In becoming a member-owner of the Co-op, individuals are ensuring that our community has access to healthy, nutritious food and are supporting the Co-op’s triple bottom line of People, Place and Profit.

Throughout our 42 year history, we have been committed to upholding the rights and dignity of all People. We are dismayed by opinions printed in the Daily News that imply otherwise.   We urge all members of this Place, our wonderful community, to practice respect and tolerance and to understand that the opinions and perspectives shared by individuals and printed in the Daily News, are their own – they do not represent or speak for the Moscow Food Co-op.  Finally, the Co-op will continue to share its Profits with the entire community through extraordinary programs like FLOWER, Mamas & Papas, the Dime in Time community giving program and our Good Food Film Series. 

Sincerely,

Moscow Food Co-op Board of Directors
Colette DePhelps, President
Bill Beck, Vice-President / Secretary
Idgi Potter, Treasurer
Charlene Rathbun
Kurt (Sam) Obermayr
Alex Lloyd
Glenn Hollowa
y

This statement was submitted to the Moscow-Pullman Daily News as a Letter to the Editor on June 3, 2015.