For the Honest Weight Food Co-op to work most productively, efficiently, and appropriately, Membership needs to be informed of actions taken by its elected representatives. The Co-op Voice believes Member-Owners need straightforward and independent reporting on Board and Committee meetings and Member-Owner reviews of Co-op and community activity to stay informed. The Co-op Voice has been providing this coverage since March 2016. For the last nine months, we have provided it notwithstanding the loss of all access to Co-op resources including investment time for our work.
In late 2017, after the Co-op Voice published resignation letters from two former Board members, the Board unilaterally cut all ties with this publication – removing its links to the HWFC website, removing sign-up cards from the customer service desk, removing all mention of it in material produced by the HWFC, and terminating the investment-time eligibility for Co-op Voice writers. Citing no Bylaws provision or set of facts to support its position, the Board demanded, in the November 28, 2017 Inside Scoop, that the Co-op Voice drop its independence and come under Board oversight. When it refused, the Board pulled the plug.
Voice contributors believe these actions were, and remain, an unauthorized, inappropriately harsh and counterproductive reaction to the publication of two Board-member resignation letters. While the Bylaws provide the Board with a fiduciary responsibility “to protect the assets of HWFC,” (Section 420.2) we remain unpersuaded that this responsibility overwhelms the rights, described below, that are assigned to Member-Owners by the Bylaws.
Through these last nine months, the Co-op Voice has tried to resolve its dispute with the Board. Voice contributors have improved our editorial and submission policies, and participated in informal meetings and individual communications with several Board members. A Co-op Voice editor gave a presentation at the April 2018 Board meeting to describe improvements made in editorial and submission policies and to ask for reinstatement in the spirit of cooperation that is the foundational principle of the HWFC. All these efforts were to no avail, however, as the Board remained steadfast in its insistence that the newsletter come under Board control. The Co-op Voice remained equally steadfast in its belief that the right granted Member-Owners under Bylaws Section 330.6 was for a right to communicate free of Board oversight:
Member-Owners have the right to communicate with each other on an ongoing basis about issues relevant to HWFC [through] the means and method [described] in the Member-Owner Manual [which, in Section I.E., names the Co-op Voice as the Member-Owners’ monthly newsletter].
Having failed to convince the Board of the need for a Member-Owner newsletter to operate without Board oversight, we filed a Memo and Complaint with the Governance Review Council (GRC) last June asking it to review the actions taken by the Board in this instance. As the Bylaws state, the GRC is to provide analysis of Bylaws-related matters when requested by a Member, the Board, or Management, and to monitor Board actions for “consistency and adherence” to the Bylaws.
The GRC determined that the Board did no wrong, concluding that the Board had the right to change newsletter and time-investment policy “as the Membership’s agent” until the members approved such changes — which they did, according to the GRC, at the January, 2018 membership meeting. However, we respectfully disagree. We share this experience with the Co-op community to underscore our concern that such unilateral authority is unhealthy for the HWFC and its cooperative form of governance.
The Co-op Voice asks its readers to review the GRC decision (also available through the HWFC website): 7 9 18 GRC Meeting Minutes and attachments. Members should look for how the GRC interprets the rights granted the Members and the Board under the Bylaws. We think you will realize that the GRC’s decision evidences a belief that the Bylaws provide broad Board control over matters that are clearly left to the Membership in, among others, Bylaws Sections 330.1, 330.5(a)(b) &(c), and 330.6. The GRC also presumes that membership action can be inferred with a vote to “take no action.” After reviewing the Voice Memo and the GRC decision we think you will agree with us.
The Memo filed by the Co-op Voice explains that the Bylaws describe two distinct newsletters. Section 466.2, authorizes the Board to direct the publication of a Communications Committee newsletter, such as the brand-new Honest Slate, while Section 330.6 provides Member-Owners the right to communicate with “each other” in their own newsletter. The two provisions could not be more distinct, yet the GRC wrapped them together finding that Board responsibility to produce a newsletter meant it could control all newsletters, even the one belonging to Member-Owners.
Also embedded in this GRC determination is the notion that the Bylaws provide an unfettered right for the Board to do as it chooses until the members override such actions with their vote at a Membership Meeting. Although the GRC agreed that Bylaws Sections 330.1, 330.5(a)(b) &(c) provide Member-Owners with “ultimate authority and final approval” of:
- the operation of HWFC
- discount policy
- the nature, range and number of Member-Owner time investment opportunities, and
- the Member-Owner Manual
it determined that the Board was authorized to change these policies and implement such changes on its own motion, as “the Membership’s agent,” until the policy changes are presented to the Membership for a vote. Nowhere is this power described in the Bylaws.
Equally harmful to our governance system was the continued assertion by the GRC that a ‘No’ vote at the January 2018 Special Membership Meeting was really a ‘Yes’ vote in support of the policy changes the Board had implemented in the winter of 2017. This is not the case; these policy changes, which dealt with elements of Co-op life that were left to Membership decision by the Bylaw sections listed above, were simply not on the ballot.
At the January 2018 Meeting, members were instead asked to vote on whether or not to strengthen the membership right to freely communicate with each other. No changes were made at this meeting and the Membership’s right to ongoing communication through a monthly newsletter remained in place.
The GRC would have us believe that under the HWFC system of governance, a ‘No’ vote by members is also a ‘Yes’ vote for changes not on the ballot. This interpretation promotes a governance system dominated by unilateral Board control.
Show Your Support: Where Do We Go from Here?
The Co-op Voice remains expelled from the HWFC, notwithstanding numerous efforts by the newsletters’ editors and writers to change that fact. The Board has now introduced its version of a monthly Member-Owner newsletter published by the Communications Committee, and the Co-op Voice expects to see further efforts to more formally end its tenure as the monthly Member-Owner newsletter. The Co-op Voice may be unable to continue without the HWFC assets with which to reach new readers and provide our writers with time-investment hours.
Without the Co-op Voice, the only available Co-op-wide communication would remain under Board control, as it was in the governance crisis of mid-2015. You may recall the desperate need for Member-Owners “to communicate with each other on an ongoing basis about issues relevant the HWFC” (sound familiar? — see Bylaws section 330.6). In 2015 we needed a method with which we could reach out and plan joint actions to save HWFC from forces seeking to change it permanently.
Back then, Member-Owners had to start from scratch in developing mailing lists and joint working groups. Don’t lose the right to freely, without Board involvement, communicate with each other. The only newsletter that is published by Member-Owners, for Member-Owners, free of Board oversight, is the Co-op Voice. If you feel the cause is worthy, keep your Co-op Voice alive by speaking up, sending us your thoughts, and showing your support.
As a member of HWFC and a Co-op Voice reader, you can help the Co-op Voice regain the use of HWFC assets and reach more Member-Owners by sharing your support with the Board directly, by sending us a letter we can share with our readers or by dropping us a comment at comments [AT] coopvoice.com. Also share your ideas on how the Co-op Voice can better serve the Co-op community. The Co-op Voice cannot continue without your support.
COMPLETE TEXT OF THE VOICE MEMO AND COMPLAINT
MEMO AND COMPLAINT
SUBMITTED BY MEMBER-OWNERS WHO SERVE AS CO-OP VOICE EDITORS
Member-Owners and Co-op Voice Editors, Paula B. Weiss, Mollie Lampi and Meghan M. Breen (a group of Member Owners referred to herein as the Co-op Voice) request, pursuant to Honest Weight Food Co-op (HWFC) Bylaws Section 470.2(a), that the GRC review whether the HWFC Board (Board) was authorized by the HWFC Bylaws and Member-Owner Manual to cut all ties with the Co-op Voice newsletter and nullify the time-investment opportunity provided its writers. The Co-op Voice believes this Memo and Complaint will show that the Board acted without authority – in violation of the HWFC Bylaws (Bylaws) and Member-Owner Manual (Manual).
After conducting its own analysis, the Co-op Voice asks the GRC to share its conclusion with us, the Board and broadly with the Co-op community. The Co-op Voice also asks the GRC to then begin to work with the Board and the Co-op Voice to rectify this issue.
The Co-op Voice asks the GRC to base its analysis and conclusions, under Bylaws Section 470.2(a), on the language of the Bylaws and Member-Owner Manual. The Co-op Voice is not asking the GRC to discount the anger, disappointment and dismay that members of the Board may have felt for things printed in the Co-op Voice newsletter. Regardless of the equities of any specific situation, the Board is required to follow federal and state law and its own Bylaws and approved guidance documents, such as the Manual, when making decisions and seeking relief. The Co-op Voice believes that the Board violated basic Member-Owner rights and promises contained in the Bylaws and Manual when it expelled the Co-op Voice newsletter and terminated the time-investment opportunity for its writers. It is the Co-op Voice’s firm belief that the issues raised could have been resolved in a manner that did not violate the Bylaws or Member-Owner Manual.
When interpreting the HWFC Bylaws and the Manual, the Co-op Voice asks the GRC to use the maxims that are followed, as a general matter, when interpreting statutes and government regulations:
1. Words should be interpreted as taking their ordinary, contemporary, common meaning.
2. Words should be assumed to be used in a consistent manner. Identical words used in different parts of the same document are intended to have the same meaning.
3. Parts of a single set of Bylaws should fit together. Its parts should be consistent with each other and read as having a meaning that is based on their relationship to other parts.
4. If there is a more specific clause that overlaps with a vague or broader one, then the specific one should control.
The Board’s unilateral expulsion and time-investment cancellation of the Co-op Voice newsletter in December 2017 because its Editors would not agree that the Co-op Voice newsletter become part of the Communication Committee is without authority. The Board’s actions violate Bylaws Sections 300.3, 330.5b, 330.6, and Section I.E and II.E.1. of the Manual.
1. The Board Violated Bylaws Section 330.6 and Manual Section I.E. when it expelled the Co-op Voice Newsletter from the HWFC community.
Bylaws Section 330.6 states:
Member-Owners have the right to communicate with each other on an ongoing basis about issues relevant to HWFC. The means and method of communication shall be included in the Member-Owner Manual.
Section I. E. of the Member-Owner Manual states:
The Board and the Member-Owner Coordinator communicate with Member-Owners through regular emails. A flier containing shopping coupons for use in the store is also available near the store entrance. Information relating to the Co-op and the broader cooperative community is posted on several bulletin boards in the store. These notifications and publications include: Co-op Connections, the Coop Scoop (general news), the Inside Scoop (Board of Directors’ newsletter), and the Co-op Voice (a monthly Member-Owners’ newsletter).
Because the Member-Owner Manual lists only the Co-op Voice as a monthly Member-Owner newsletter, it is reasonable to conclude that the Co-op Voice newsletter is the ongoing “means and method” of communication provided for by Bylaws Section 330.6. As such, the Co-op Voice’s monthly publication effectuates the intent of Bylaws Section 330.6
Removing website links and sign-up cards and denying the Co-op Voice newsletter the use of the HWFC logo denies Member-Owners the right they specifically inserted in the Bylaws and Manual to communicate with each other on an “ongoing” basis through the means and method described in the Manual. This right to communicate is one of the four rights provided to Member-Owners by the HWFC Bylaws. The other three are the right to vote, the right to run for election, and the right to petition (Bylaws Section 330).
The plain language of the Bylaws reveals that the right of Member-Owners to communicate with each other on an ongoing basis is as fundamental to their participation in the HWFC as their rights to petition, run for office and vote. The Board has no authority to unilaterally expel ongoing publication of the Co-op Voice as the HWFC Member-Owner newsletter; its actions to do so violated this fundamental Member-Owner right.
2. The Board violated Sections 300.3 and 330.5(b) and Section II.E.1 of the Manual when it cancelled the time-investment opportunity for Co-op Voice writers.
Bylaws Section 300.3 states that:
Monthly time investments shall be recommended by the Board and, upon approval of the Membership, shall be detailed in a Member-Owner Manual.
Bylaws Section 330.5(b) states that:
The membership has final approval of: The nature, range and number of Member-Owner time investment opportunities in HWFC.
Section II. E. 1. of the Member-Owner Manual states that Member-Owners may fulfill their time-investment commitment by:
participating in special projects such as mailings, writing for the for the Coop Scoop or Co-op Voice, giving demonstrations, helping to manage the Co-op website, or with computer-related projects.
As noted, Member-Owners preserved for themselves the right to finally approve “the nature, range and number of Member-Owner time investment opportunities in HWFC.” HWFC Bylaws Sections 330.5(b). The Member-Owners specifically limited Board authority over time-investments to making recommendations and determined that Member-approved time investment opportunities should be detailed in the Manual. (Bylaws Section 300.3). The Membership, by approving the Member-Owner Manual, has provided Co-op Voice writers with a specific time-investment opportunity. Given its limited ‘recommendation’ authority, the Board is without the power to unilaterally evoke it.
Members of the Board defended its actions on several occasions, including the April 3, 2018 Board meeting, by arguing that the right to time-investment is conditional because the Manual states that Member-Owners “may” write for the Co-op Voice. They also asserted that the Manual provides that Members are not “guaranteed a specific time-investment opportunity” and that “the Co-op reserves the right to ask Member-Owners to discontinue specific time-investment opportunities.” (See these “qualifying phrases” in Manual Section II.E.1). The Board has misapplied this language to take control over a decision the Board has no authority to control.
a. The Board misapprehends the use of the word “may.”
The verb “may” is used in Manual Section II.E.4. to describe all specified opportunities that Member-Owners have to fulfill their time commitment, including writing for the Co-op Voice:
You “may” also fulfill your commitment by participating in special projects;
You “may” suggest new projects that utilize your particular skills;
A Member-Owner “may” also fulfill a time investment by participating in the governance of the Co-op.
Given its plain meaning in these statements, the word “may” applies to the decision-maker – the Member-Owner. The verb “may” defines the intentions or actions of the Member-Owner; it does not mean that the time-investment is conditional and dependent on the Board for certainty. Recall that the Bylaws limit the Board to “recommending” time-investments. Final approval “of the nature, range and number of Member-Owner time investment opportunities” is reserved to Member-Owners. (Bylaws Section 300.3 and 330.5(b)). And the Member-Owners spoke by inserting these time-investment opportunities into the Manual.
Given this separation of responsibility and authority, the word “may” must be given its plain meaning – that the Member-Owner has a right to choose his or her time-investment. It does not modify the availability of the time-investment opportunities, or render it dependent on the Board for continued approval.
b. The Board misapplies Manual provisions that qualify the opportunity to participate in time-investment opportunities.
For similar reasons the Board also wrongly applies Manual provisions that are intended to modify the availability of time-investments that the Membership chose not to specifically describe in the Manual. The two qualifying phrases: “members are not ‘guaranteed’ a specific time-investment opportunity” and “the Co-op reserves the right to ask Member-Owners to discontinue specific time-investment opportunities” immediately follow the generalized offer to Member-Owners to “find something [a time-investment opportunity] that you enjoy and that is of benefit to the Co-op.” The qualifying phrases cited by the Board as applying to all time-investment opportunities more appropriately limit the availability only of those non-specific, perhaps non-traditional, time-investments that might otherwise appear as indefinite opportunities.
Here too, the Manual should be read as both internally consistent and consistent with the Bylaws. The Board, with only the authority to recommend time-investments, cannot unilaterally nullify or treat as non-existent those time-investments approved by the Membership and specifically described in the Manual. Language inserted by Member-Owners to qualify a right to participate in a time-investment, by stating that all such activities may not be not “guaranteed’ or that “the Co-op” has reserved the right to discontinue them, logically applies to those time-investments that the Member-Owners chose not to specifically describe as to “nature, range and number.” Bylaws Section 330.5(b).
To determine that these qualifying provisions also authorize the Board to unilaterally withdraw specifically identified time-investment opportunities “detailed” in the Manual renders the Member-Owner Manual internally inconsistent and inconsistent with the terms of the Bylaws. Allowing, as authorized, the unilateral withdrawal of specifically described time-investments would give the Board authority well beyond the ‘recommending’ authority provided to it by the Bylaws.
Such an interpretation would also open the opportunity for this or some future Board to cancel any or all specified time-investments, or perhaps the time investment program as a whole, based on good reason or not. Obviously, the Board is not entitled to wipe out the entire time-investment program if it alone decides it is no longer “of benefit” to the Co-op. Neither is the Board justified in using this control to act against the Co-op Voice newsletter as it has in this case.
Bylaws Section 300.3, which authorizes the Board to “modify time investments on a case-by-case basis,” also does not control the issue at hand. Section 300.3 provides:
The Board has discretion to modify time investments on a case-by-case basis.
Revoking an entire time-investment opportunity for a team of Member-Owners is not a “modifi[cation] . . . on a case by case basis.” The plain meaning of this phrase is to provide some control on an individualized basis over time-investment activities. The Board’s action here was a unilateral programmatic cancellation, not a case-by-case modification. It renders the Bylaws completely inconsistent and inert to assume that the verb “to modify” in Section 300.3 subsumes and includes the verb “to eliminate” and then to apply that meaning to a time investment opportunity specifically described in the Manual as necessary to support a right to communicate that is provided in the Bylaws.
3. Finally, the Board was without authority to require the Co-op Voice to become a unit of the Communications Committee.
Re-structuring the Co-op Voice newsletter as a subcommittee of the Communications Committee is not within the Board’s authority. The Communications Committee does not meet the test described in Bylaws Section 330.6 as a Member-Owner communication method.
The Member-Owner Manual does not describe the Communications Committee as the “means and method” for providing Member-Owners their right to communicate with each other on an on-going basis, as required by Bylaws Section 330.6. While the Communications Committee may be “responsible for producing a regular newsletter” its purpose is not to share Member-Owner news with each other. Rather it is to:
Provid[e] information regarding HWFC to Members, Owners, and the general public. (Bylaws Section 466.1,)
…and, for any other means of communication that may be determined by the Board. (Bylaws Section 466.2.)
The Bylaws separately describe, in two distinct sections, the communication services provided by the Communications Committee and the right to communicate provided to Member-Owners. Operating a newsletter through the Communications Committee would not provide Member-Owners with their “right to communicate” provided by Bylaws Section 330.6.
The Co-op Voice believes that this Memo and Complaint show that the Board lacked the authority to expel the Co-op Voice as the HWFC Member-Owner newsletter and to terminate the time-investment opportunity provided to it. After the GRC completes its own analysis, pursuant to Section 470.2(a) of the Bylaws, the Co-op Voice requests that the GRC provide us, the Board and the HWFC community its analysis and conclusions in writing. If the GRC analysis concludes the Board violated the HWFC Bylaws and Member-Owner Manual, the Co-op Voice requests that the GRC advise the Board and the HWFC community that access to HWFC resources, including time-investment opportunities for Co-op Voice writers, should be reinstated.
Once the GRC issues its written analysis, and with the GRC’s ongoing advice and support, the Co-op Voice will reach out to the Board and Member-Owners generally to resolve all remaining concerns over content, appropriate journalistic standards and the Co-op Voice newsletter’s accountability to Membership, in a manner that complies with the Bylaws and Member-Owner Manual.
June 6, 2018