Voice Mail – January 2018

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Hand holding a quill pen

This month, the Co-op Voice received several letters to the editor:

Letter from John Inman
Letter from Rebekah Rice
Letter from Michael Rice
Letter from Judith Brink
Letter from Chris Colarusso and Rita Nolan
Letter from Django Zeaman
Letter from Stacy Onorota


To the Editors:

I have serious concerns about proposed Bylaws changes linked to the January 28, 2018 Member Meeting notice. The language that sets out to combine pre-April 2016 and post-January 2018 ‘ownership interests’ under multiple names (membership share, share of stock, certificate of membership) is confusing and misleading. As I read the Bylaws, both existing and proposed language uses the term ‘Membership’ to refer to the collective body of Member-Owners who are up to date on their Time Investment obligations and may vote at Membership meetings.

However, proposed language for each of Sections 240.1, 240.4, 260.1, 260.2 and 260.3 refers to a ‘membership share’ or ‘certificate of membership’. This could lead to Owners (currently known as Shareholders) who have not fulfilled Time Investment obligations needed for Member-Owner status, asserting the right to vote at Membership meetings. In proposed changes to Section 120, this is indirectly reinforced by the deletion of ‘Member’ without replacement by ‘Member-Owner’ in the second-to-last sentence regarding participation in governance.

I urge the Board to retract these bylaws changes from the 1/28/2018 Member Meeting agenda, and have the Bylaws Panel revise them to protect and continue our current governance by Member-Owners. Should these changes be voted in, Honest Weight would again be at risk of losing its heart and soul as a unique business governed by its Member-Owner community.

Very truly yours,
John Inman

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Dear Editors,

Once again I find myself incredibly grateful to the Co-op Voice for its very existence. Thank you for your faithful attention to sharing the many voices in our Co-op which might otherwise not find a listening ear.

Last year the Board of Directors, of which I was then a member, asked the Membership to approve a change in PAR VALUE from $100 per share to $1 per share. The Membership did vote for the change, and this allowed our Co-op to obtain refinancing for the majority of the debt undertaken for our move to our current store, and to come into compliance with legal requirements to keep liquid and accessible the full amount of combined par values of our sold shares.

In other words, if we have sold 14,000 shares over the past 40 years, with a $100 par value we need to keep 1.4 million dollars untouched in the bank. But with a $1 par value we need keep only $14,000 untouched.

In the newly Proposed Restated Certificate of Incorporation, the par value would change back to $100, which would result in non-compliance with the law as soon as we make our next balloon payment, if not sooner.  I presume this was done in error (there are other equally troubling errors) but TO PROTECT OUR CO-OP WE MUST VOTE AGAINST THIS PROPOSED RESTATED CERTIFICATE OF INCORPORATION.

I hope you will come and vote on January 28, to say no for now to this poorly detailed proposal.

Sincerely,

Rebekah Rice

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Dear Editors,

The Board has opened the door to the abolition of the member-worker program by its proposed Bylaws revision. In October 2016 we voted for new Bylaws that created the category of Member-Owners as the sole definition of Membership, to distinguish their voting privilege from non-working shareholders.

Please reject the new Board revisions because they fail to distinguish between “Membership” as Shareholder and Voting “Membership” for working members. YOU HAVE NOTHING TO LOSE EXCEPT YOUR VOTE.

The notion of the Member-Owners (i.e., what we used to call working members) being the only shareholders entitled to vote was first attacked about five years ago by the Board by seeking to authorize mail voting by all shareholders.

A more recent attack on the voting membership was an effort by the Board in the fall of 2015 to abolish the member-worker program on the spurious claim that it might run afoul of the minimum wage laws. The result of this Board-generated effort was a major impetus to the Special Membership Meeting on November 30, 2015. At the SMM, the President of the Board was ousted by a vote of well over the required 2/3 of the 700 members voting; four additional members were retained despite votes for ouster in excess of 50%. More significantly, what we then called the member-labor program was endorsed by a near-unanimous vote and the leadership team administration was rejected.

I regard the restriction of voting privileges to member-workers as a crucial characteristic of our Co-operative. I do not know whether this Board INTENDS TO DESTROY THE MEMBER WORKER PROGRAM, or whether they have simply been careless.

Michael Rice

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Letter to the Coop Community

From Judith Brink (who may had led your orientation)

I would like you to join me in a model restorative justice healing circle. If I hear from at least 6 people I will set it up. Please call me at 518 253 7533 and I will give you the details.

I’ve been trying to convince the Board (previous ones and the current one) that I know a way to bring peace to the Co-op. I just woke to the realization that I’ve been talking to the wrong people.

If you feel the tension and a desire to bring an end to it at HWFC I invite you to join us in a Restorative Justice Healing Circle. I’ve actually led one at the Co-op before. It was at a serious time when the Board President had just said some things to a Times Union reporter [mid-October, 2015] that horrified most of the member-owners.
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The Bylaws Task Force was meeting, and the Board President was part of the group as were other Board members, some member owners (including me), and one of the Management trio. It was bound to become contentious if we followed our previous agenda. I asked if the group would let me lead them in a healing group, and they agreed. At the end everyone expressed gratitude for the experience.

I would really like the Co-op to be a place where I feel totally safe and supported. Join me in starting a movement in that direction.

Please call me 518 253 7533

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Dear Members of the Co-op Community,

We as a community became aware that the Co-op was in jeopardy two years ago. Some in our community saw the signs coming before we collectively reacted. At the moment of crises we took reasoned steps, following our Bylaws, to counter the danger we perceived. We would later learn that the situation was even more dire than we had imagined.

Despite angry and at times mean-spirited push-back and accusation, we worked responsibly and, for the most part, in a serious and considered manner to take steps to find and communicate with one another. We recognized the challenge and the importance of reaching the larger community with our concerns. That effort brought to clarity the serious lack of communication available to us. The Co-op Voice is one of the outcomes of that realization.

The intent of each issue of the Co-op Voice has been to improve and enhance our community. The problems that led to Board resignations began and fermented within the Board. The Member-Owners of this cooperative had a right to know that the resignation of five of our nine elected Board members in a relatively short span of time was happening without our collective consideration or input. Free Speech is critical to the existence of any collective group.

We the Member Owners, who elect our Board, have “ultimate authority” in this Member Owned and Operated Co-op. The silence maintained by Board Members clearly led to untenable situations for each Board member who resigned and left the remaining Board members in a very difficult situation. We all understand the need for confidentiality. We are convinced that lack of communication to the Members regarding the issues our Board was facing led to the divisions that resulted. This was not in our collective best interest.

It is our sincere wish that other alternative steps could have been taken to prevent this loss of leadership. The cooperative principles and values that we have endeavored to embody and practice might have been employed to deal with the current situation in which we find ourselves.

People, being human, are fallible and fragile. We wish for a solution that creates community and not division. We wish for a solution that is respectful of all parties. Open, transparent, important communication requires the freedom to say our own truth while remaining open to the collaborative agreements that can result.

Chris Colarusso and Rita Nolan

Member-Owners of Honest Weight Food Coop

“Nothing could be worse than the fear that one had given up too soon and left one unexpended effort that might have saved the world.” –Jane Addams

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To the Co-op Voice of Honest Weight:

Hi from sunny and dry New Mexico!

Actually it’s been a little too dry here. We could use some snow and rain. If you have some extra please send it our way. 🙂

I just wanted to send you a brief update on how things have gone here at La Montañita Co-op in New Mexico.

We just finished our second set of elections a little over a month ago (the second since we woke up as member-owners and started getting involved, that is). And we seated our new board members a few weeks ago. We now have, in my opinion, our strongest board ever.

Last year our board began sharing quarterly financial information with the member-owners (for the first time ever!) and we also had a huge financial turnaround. We went from averaging a loss of $880,000 a year under the old regime to averaging a yearly profit of over $1,000,000. And it happened in just 3 quarters.

Amazing what removing the old GM and severing ties with CDS Consulting can do for your bottom line. But then I don’t need to tell you folks that. 🙂

We’re also in the process of ending our banking relationship with one of the big national banks and working with local banks exclusively.

There is still a great deal of work ahead, but I feel like we have the right people on the board and, perhaps just as importantly, we have each other. Our 17,000 member-owners barely knew each other as a co-op community before 2 years ago when our journey began. Now we have a way to communicate and stay in touch and take action when necessary.

I want to thank the many members of your community who helped us, especially Paula Weiss and Rebekah Rice who spent hours on the phone and through email helping us and sharing the history of what you went through, so that we could learn from your example.

Please wish us luck this year as I think we’ll be creating a Food & Product Manual for our co-op. Another first for us and something that came directly from seeing how you have been successful.

Wishing you the best,

Django Zeaman
Santa Fe, NM

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