Board Notes: July 2011

After a year and a half of work, the Board is thrilled the most recent balloting period saw approval of our resolution in favor of a revision of the Co-op’s By-Laws. These By-Laws are one of the foundational documents of the Cooperative, and they represent the agreements that the members make with each other.

They explain what it means to be a member, what rights and what responsibilities come with being a member, and what powers the members hold, and what powers the members give to the Board, who they elect to represent them in governing the Cooperative.

The Board believes that these By-Laws reflect a synthesis of current best practices and long-standing elements of Onion River Cooperative tradition, and we’re glad to see that such a high proportion of those voting this spring agreed. Of course, these By-Laws will become outdated eventually as well and will need to be replaced. They simply represent our best thinking at this point in time, not perfection!

As we’ve explained all along, our goals were to make the new By-Laws clear, unambiguous, non-repetitive of other documents or laws, and “able to stand the test of time.” We feel this has been accomplished. Of particular importance to a Cooperative of this size was clarifying the rights and responsibilities of members. Several elements of the By-Laws reflected the Co-op’s origins in a small group of members who knew each other well. Practices such as joint Board-member committees, which may have worked well under those conditions, lead to a lack of clarity about authority and governance in a Cooperative with over 6,000 members. Similarly, we felt it critical to both clarify and limit the power of the Board: we specified for the first time that the Board is authorized to hold “executive sessions” where members cannot be present — but we also carefully delimited the conditions under which it is legal and appropriate to do so.

While Board and member responsibilities and rights were central to the revisions, we also made significant changes which more directly benefit the operation of the store. The member-worker program now resides under the purview of the General Manager, as it needs to, to be able to respond to changes in federal wage law or in the functioning of the program. And especially exciting to us is the creative resolution of the problem of uncashed patronage refund checks. Many members do not cash their refund checks, and this causes significant problems for the Cooperative, in terms of handling that money as is required by law. The new By-Laws now allow the Co-op to donate those funds to organizations whose missions support our Ends. This change not only saves significant staff time, but also contributes to our overall goals.

Again, these By-Laws are not perfect, but they represent a needed leap forward. We particularly hope that they won’t last for ten years (the length of the previous ones), but that we will continue to clarify what it means to be a member of this growing project, City Market, Onion River Cooperative. As always, the Board welcomes your feedback via email, phone or in our monthly meetings, publicized at the Co-op.

Susan Munkres
Board President