Dear Co-op Voice Readers,
In answer to an e-mailed question the Voice received after the ordeal of the January Membership Meeting, we say “Yes, Honest Weight still has a Voice!” We will continue to publish, despite the Board’s attempt to exile us after our October 2017 publication of two resignation letters from Board members addressed to Honest Weight’s membership.
Please, if you yourself are left with questions about our integrity or our record, we invite you to look through Voice archives on coopvoice.com- our full output is there; please see for yourself that the content we present is balanced, fair, and as relevant as we can make it. And we invite you to submit your own Letter to the Editor if there’s something you want to express or to question about the Voice or anything else Co-op related. Since the March 2016 inception of this member-run newsletter for Honest Weight, we have consistently upheld our mission, and we remain proud of this publication.
In the wake of six early resignations from the HWFC Board (from May 2017-February 2018), and the January 2018 Membership Meeting conducted by the Board, we’ve been reflecting on the Board-related turmoil. This latest period of turbulence in our Co-op’s governance has us and many of our readers concerned. The Board itself, in an e-mailed Inside Scoop, referred to “ongoing acrimony.” Some may even characterize it as reflecting an aggressive, negative governance culture in our Co-op—a vast departure from the cooperative principles that should be bringing us together.
At the next Membership Meeting, in April 2018, there will be eight Board members to elect—a nearly unprecedented number. We at the Voice feel that after the rapid resignations of so many Directors, one after another, it’s high time to reflect on the culture that’s been created and to start a community-wide conversation about how positive change could be brought about.
This is an ill that will clearly not be solved simply by getting to the 2018 April elections and installing a fresh Board. It’s not about individual people and their shortcomings, however short those may be. Unfortunately, it’s about how the system itself is “set up to fail.” After all, turmoil with the Board is nothing new at Honest Weight. As a very long-time and dedicated member said after a recent Board fracas, “This s**t has been going on since the Buying Club !”
Yet, we’ve come so far. Look at our beautiful, busy store! The Co-op is now reaping the benefits of so much good, hard work that’s been done by the HWFC Board, particularly over the past two years; the hiring of interim-CFO Jim Guzewich, then the hiring of CCO Rick Mausert and CFO Erin Martin, and the struggle to get a hold of our finances and begin operating in the black once again. So, whatever could be wrong?
One probable cause of a negative governance culture and “ongoing acrimony” that we’ve identified is the fundamental dissonance between the vision laid out in the Bylaws, and the way our Co-op governance plays out in reality. Under “Membership Rights” (Bylaws 330.1), “The Membership has ultimate authority and responsibility regarding the operation of HWFC. The Membership may delegate authority to the Board and Management. Such delegation shall be specific and all residual authority shall remain with the Membership.”
Yet, what has been happening for years is that Board members are elected, installed, and then mostly left to their own devices by the vast majority of the Membership. This can be a breeding ground for abuse of power, suspicion and ongoing insult. Only a handful of stalwart members regularly bring themselves to attend the overly long, often contentious monthly Board meetings, where the Board sets the rules, the tone, and, by and large, the agenda. Some members may come out of an obligation to another group they’re involved in; others may come because of a general sense of civic duty. However, all members at these meetings are on the sidelines, hardly in a position of “ultimate authority.” Monthly, they become used to being in the role of “audience” or “petitioners;” they may be granted an opportunity to speak, but it seems little they say is of consequence unless it aligns with the interests of the Board.
Then, for the quarterly Membership Meetings, where Membership ostensibly has the opportunity to finally exercise its authority, our Bylaws (Section 342) oddly specify that the Board itself shall “schedule and conduct” and “be responsible for setting the agenda and conducting” the proceedings. This in our view also needs to change, because this situation sets the stage for a “Membership Meeting” primarily controlled by the interests of the Board.
Take, for a vivid example, the recent experience of the Co-op Voice at the Membership Meeting of January 28th, 2018. This publication had followed Co-op protocol to place four items on the agenda for a vote by Membership, and had carefully prepared presentations for the time allotted us. Yet, because the Board opposed our proposal and because our Bylaws currently give them the right and responsibilty to schedule and conduct the Membership Meetings, they saw fit to:
- Repeatedly speak against – and encourage others to speak against – our publication at public Board meetings prior to the Membership Meeting.
- Use their Inside Scoop of November 29th and of January 26th, e-mailed to the entire membership, to issue their ultimatum to, and admonish, the Co-op Voice.
- Use part of their many pre-Membership Meeting, in-person “Info Sessions” to speak out against our publication.
- Look the other way when, in the week leading up to the Membership Meeting, copies of an anonymous vile parody of our publication were posted in various places in the Co-op.
- Grant time on the Membership Meeting agenda to last-minute counter-petitioners who wished to speak against the Voice at the Membership Meeting (and who, interestingly enough, wished to start their own publication for the Board.)
- Use the Notice of the Membership Meeting, mailed to the Membership, as another vehicle to speak out at length against our proposal.
- Repeatedly resort to verbal and written exaggerations, misrepresentations, and misunderstood but authoritatively-stated facts, to bolster their opinions.
- An hour before the Membership Meeting, allow the last-minute counter-petitioners, also campaigning for positions on the GRC, to speak at length against our publication through microphones which broadcast to the entire room of those gathered for the meeting. (This GRC candidate panel discussion was being moderated by the Elections and Nominations Committee, but the Board could have, in the interest of fairness, stepped in to stop this from happening.)
- Have three Board members speak against our publication at the Membership Meeting (for at least 10 minutes).
- Have the three counter-petitioners speak against our publication at the Membership Meeting itself for at least 10 minutes—when they had agreed to 5 minutes.
- Control the mics for the Question and Answer period of this section of the Membership Meeting, in a way that appeared to favor the opposition.
- And, as a final coup de grâce during the discussion period of the Membership Meeting, bring out a Co-op lawyer (paid for with Co-op funds) to support their cause even though the same firm had previously approved the Co-op Voice’s disclaimer statement as adequate to protect the Co-op.
Yet, despite all of the Board’s efforts to defeat the Co-op Voice proposals, over 40 percent of the member-owners at the January 2018 Membership Meeting voted in favor of the petition language that would have strengthened the role of the Co-op Voice. We feel those positive votes may speak to the courageous and visionary nature of a core of Co-op members. We are hopeful that this core may be willing to become engaged in examining and turning around the negativity in our Co-op’s governance culture
The Board may have finally realized they went “overboard” in their negative actions against the Voice. Since shortly before the January 28th Membership Meeting, they have been reaching out to the Voice for a private meeting. On Thursday, February 15th, some Board members sat down with several Voice team members and others to discuss a way forward, so that the Voice could maintain independence from the Board while putting in place several more measures to assure accountability to the Membership. Another meeting is planned for the end of the month.
On another matter, despite the Board’s efforts to heavily promote their own proposed changes to the Bylaws (concerning quorums needed for the Board and the Bylaws Panel to operate,) which again included the use of Inside Scoops, Info Sessions, Board meetings, Meeting Notices, extended presentations, and legal advice and support paid for with Co-op funds, their proposals were voted down by Membership at the January 28th meeting, throwing into question this Board’s very legitimacy, according to our Bylaws.
Against the advice of the GRC, the Board had, on October 29, 2017, skirted the Bylaws 440.3 requirement (“Five Directors shall constitute a quorum”) in order to appoint new Board members in the wake of mass resignations, when only four Directors of the Board remained. But the Membership clearly voted on January 28th not to change Bylaws 440.3, leaving intact the requirement that five Directors are needed in order to constitute a quorum and make decisions; therefore, the Board’s actions of October 29th remain in violation of our Bylaws.
How does the HWFC Board view its own authority? Does Membership have “ultimate authority” at Honest Weight Food Co-op, or does it not?
What are your thoughts? Please write to us at email@example.com and let us know, and stay tuned as we continue this community discussion.