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The Board plays a critical role in ensuring the continued success and health of this vital organization. It represents all the member-owners in developing and maintaining the vision and long-term viability of the Co-op. The Board does not run the stores, nor do they have direct control over the daily operation of them; that is the role of Management. Instead, the Board monitors the operations of the stores via Policy Governance®, a system of oversight and accountability that emphasizes values, vision, and the empowerment of both Board and staff, while clearly delineating the roles and responsibilities of each.
Want to get in involved?
The HCCS Board Election Committee is seeking candidates for the Board. Although the election is not until April 2019, we initiate the process now in order to give members time to consider running, ask questions and receive training in Board work. APPLY HERE.
Here’s a list of committees, including those that are open to members. VIEW HERE.
DATE: Wednesday, January 23
TIME: 6:00 p.m.
LOCATION: Hanover Board Room, Hanover Store
BOARD PACKET: DOWNLOAD HERE
Board Meeting Recap — December 19, 2019
Here’s a brief summary of key issues from the December board meeting:
GENERAL MANAGER’S REPORT
General Manager Ed Fox reported that the new Service Center location in Norwich — in the old Car Store facility — is on target to open as planned on Wednesday, January 2, with full initial staffing of three technicians and one service writer.
In other developments, he mentioned that the Co-op recently launched two pilot programs, partnering with other organizations to assist people in need in the Upper Valley. The Norwich Technologies solar proposal for the Co-op’s Norwich land was incomplete and will be resubmitted at a later date. The Lebanon store is co-hosting an all-day Feed-A-Family event on December 20. The Culinary Learning Center is seeing a significant increase in attendance — from 1,791 participants in 2017 to 2,461 participants in 2018, through the end of November. Finally, he mentioned that the headquarters for Pete & Gerry’s Organic Eggs is moving to Centerra, which may present some opportunities for collaboration with this Co-op vendor.
The board heard a presentation from our new auditors — Jeff Wheeler and Doug DeLara of the firm Baker Newman Noyes.
Jeff Wheeler described the processes the firm would follow — including conducting a systems controls review, expressing an opinion on the organization’s financial statements, and issuing a letter describing any opportunities for improvement. They will pay particular attention to potential high-risk areas, such as systems/IT processes, the financial statement close process, investments in other cooperatives, internal controls, the handling of accounts receivable, the inventory valuation process, the accounts payable cutoff, the level of self-insurance reserves, the accounting for the new service center location, and transactions of significance, plus any other areas the board would like to focus on. They will also be attentive to the unlikely but possible existence of fraud.
In addition, they described a few pending changes in accounting rules that will affect audits in future years, including the fact that in 2020, long-term leases will be considered the equivalent of a liability.
The board had a few questions for the auditors, including about liquidity, cash on hand, and borrowing capacity.
This month, the Board discussed the organization’s compliance with two policies. The General Manager’s reports on compliance with EL 1 (Planning: Proposed Budget and Business Plan) and GP 3 (Governance Development) were both accepted.
The board considered a report on the risks of demutualization for cooperatives, to ensure that our co-op is positioned to avoid such risks. It turns out that New Hampshire statutes hold that there is no material interest in demutualization of a cooperative in this state, as all shares would be returned to the shareholders (members) and any assets that remain would be divided among nonprofits.
The board set the dates for a two-day retreat in January with The Governance Coach, the organization which the board has decided to engage for assistance with governance processes.
CONFIDENTIALITY FOLLOWING EXECUTIVE SESSIONS
The board decided that when a member is absent from a meeting during which an executive session is held, any board member present at the meeting may debrief a board member not present as to what transpired during the executive session — with the onus placed on the absent board member(s) to initiate the contact to receive a debriefing. (The standard remains, however, that the proceedings of an executive session may not be discussed with anyone not a current member of the board.)
COMMITTEE AND TASK FORCE UPDATES
Benoit Roisin, in his role as Treasurer of the board, presented the board with a draft of the board budget for 2019. The board approved the budget as presented, with the addition of up to $28,000 in funds on the development and training line — as long as the total remains under 0.2% of sales.
Liz Blum, chair of the Election Committee, said the search for board candidates is focusing on diversity, including socioeconomic diversity. She said the committee is also committed to rigorous training, including policy governance videos, if possible. Other issues the committee is looking at include how the names are listed on the ballots, how to handle invalid ballots, and ways to increase the percentage of members who vote.
Kevin Birdsey, chair of the Governance Committee, gave an update on the committee’s work on a board handbook. He said the goal is to have a draft ready by the January board meeting and to have the document finalized by February.
Jessica Giordani, the board liaison to the Member Engagement initiative, described the latest work of this staff-board effort.
Finally, Liz Blum reported that the Waste Reduction Committee had decided to ask the board for some specific guidance as to what their primary goal should be. After some discussion, the board passed a motion instructing the committee, in collaboration with the General Manager, to study the pros and cons of eliminating single-use plastic shopping bags at the Co-op Food Stores in 2019 and to report their findings to the board
The next regular board meeting will be Wednesday, January 23, at 6:00 p.m. in the upstairs Board Room at the Hanover store.
Your comments are always welcome. president [at] coopfoodstore.com (Feel free to send an email.)
Thomas graduated from the University of NH with degrees in Philosophy (BA) and Education (Masters). Attended the Gemological Institute of American and holds the title of Graduate Gemologist. Currently, Special Education Teacher in the Lebanon school district. Work experience in the private and public sector and entered the teaching profession later in life. Spending most of working years in retail as sales manager of family’s wine/liquor brokerage company and gaining experience in sales and merchandising. The sales force worked very closely with grocers in NH, Maine and Vermont. In addition, having past experience serving as a board member on a variety of boards over the years. For example, served on Rockingham Community Action, as well as the Board of Commissioners in Rockingham County. Tom feels that the fabric of a community is woven with threads of community service. At the end of the day, you are judged less by what you have gained and more by what you have given. Term ends 2020.
Kevin has worked for the Co-op since 2002. Most of that time having been in the Front End department at the Hanover store, currently he can be found at the Community Market. When not working, Kevin is a student and assistant instructor at White River Budokan, a traditional martial arts school in White River Junction. Having spent his adolescence and early adulthood in Hanover, Kevin now lives in Lebanon. Term ends in 2019.
Liz Blum, Vice President:
Co-op principles and values are important to Liz Blum and that is why she serves on the Board. Liz is a retired Occupational Therapist. She worked in many settings in Vermont and New Hampshire: Visiting Nurse, nursing homes, schools, hospitals, and clinics. She likens occupational therapy to a jigsaw puzzle because it concerns problem solving and putting the pieces into place. Liz was a member of the Boston Women's Health Collective that produced the groundbreaking book: Our Bodies, Ourselves. She has been an advocate for universal, single-payer health care for 30 years and continues to work for it. Liz has served on a number of Boards including the Norwich (VT) Selectboard and the Norwich Board of Listers. She is on the State Committee of the Vermont Progressive Party. In the summer you may find her riding her bike or in the garden. Term ends 2020.
William Craig, President:
William is a writer and educator. He is the author of Yankee Come Home: On the Road from San Juan Hill to Guantanamo, and teaches writing at Dartmouth College. Many in the Upper Valley remember him as a former Valley News writer and editor. He is a former Headrest staffer and board member. You can find him playing bass in bands around the region. Term expires 2019.
After 22 years as a Co-op employee, Rosemary retired from her position as the Co-op’s Education Director in 2015. Prior to joining the Co-op’s staff, she worked in clinical pathology at Mary Hitchcock Memorial Hospital and cancer research at Dartmouth Medical School, and, with her husband, Don, owned Vermont Everlastings, growing certified organic perennials, annuals, herbs, and dried flowers.
She has served on the boards of several area non-profits as well as the Norwich Farmers Market and the Thetford School Board, and also enjoyed several years on the board of Cooperative Development Institute, an organization assisting consumer cooperatives, worker cooperataives, and resident-owned housing cooperatives across New England and New York. She began her cooperative involvement in 1971 as a young mother portioning out raisins and oatmeal as required by her buying club in Madison, Wisconsin, and has lived in the Upper Valley since 1974, where she was thrilled to find a full-fledged food co-op with a real storefront and paid employees.Term ends in 2021.
Worked in the art and film world, as a publicist, photographer, picture researcher and producer until bringing up her children, by far her most creative project. Now catching up with the digital age, she works as a freelance writer and artist for public awareness campaigns. She lives in Norwich, Vermont, and volunteers for the Rapunzel Project in an effort to bring it to the New England states and to make it available to all. Term ends in 2021.
One of the owners of Scratch, a yarn shop specializing in fine fiber and indie-dyed yarn located in downtown Lebanon. She’s currently serving on the Arts & Culture Taskforce, is also the Farmers’ Market Coordinator for the City. Jessica has spent the last fifteen years as a small business owner, and has been directly involved in local food production and farmers markets since 2011. She lives in Lebanon with her family, their four dogs, many chickens, and a surly rabbit.Term ends in 2019.
Dana Cook Grossman, Secretary:
Dana is the director of publications emerita for Dartmouth Medical School, where for 25 years she edited the award-winning quarterly magazine Dartmouth Medicine. Since 2011, she has been a full-time freelance editor and writer; her clients include PBS Nova, the Howard Hughes Medical Institute, and the Association of American Medical Colleges. She's also been very active in civic affairs, including chairing the Thetford, Vt., School Board. Dana and her husband, Dan, have lived in Thetford since 1972 and been members of the Co-op since 1973; they have two grown daughters and four grandchildren. Term ends in 2019.
A Co-op Food Store employee since 1994, Ed started at the Hanover Co-op Food Store as Manager of the ‘B.I.N.’ Department (Bulk, International, & Natural Foods). An active part of much Co-op growth since, becoming a Co-op Merchandiser at the start of the Lebanon Co-op Food Store in 1997. To broaden his Co-op experience and service, Ed was elected to the Co-op’s Board in 2003 and served for two, 3-year terms until 2009.
In addition to merchandising, in 2014 Ed took on the Co-op’s category management co-ordination responsibilities and also became the Co-op’s liaison to the National Co-op Grocers, a 148 food co-op co-operative with over 200 stores in 38 states and combined annual sales of nearly $2 billion and over 1.3 million consumer-owners. Co-operatives working together is the only way to ensure our continued success serving our members! Starting up again as a Board Director in 2016, he has been active with committee work to improve the Board’s new director election process. Term ends in 2019.
Benoit Roisin, Treasurer:
Benoit is Professor of Engineering Sciences at Dartmouth College (under the name of Benoit Cushman-Roisin, having hyphenated his wife’s name to his for all professional activities), where he has developed new courses in sustainable design and industrial ecology. Some of his students’ projects have been adopted by the Co-op and the Town of Hanover to reduce their environmental footprint. He is the author of three books and is working on a fourth. In addition, Roisin maintains an active consultancy in water issues and energy efficiency. He has volunteered his expertise for several non-profit organizations, including The Haven and COVER. He has served on the Co-op’s Board of Directors intermittently since 2003. Term ends in 2020.
Ann Shriver Sargent:
Ann has spent most of her life living and working and raising her three children in New England. For the past 29 years, she has been a business owner, designer, and buyer in the home furnishings/interior design field. Currently, she is co-founder and president of Porte-cochère, a membership based service that connects premium and luxury furnishing manufacturers and prequalified interior designers. Ann’s vision for Porte-cochère is the outgrowth of her belief that companies committed to quality in design, integrity of materials and a commitment to building long-term professional relationships will find valued partners in the design community. Ann lives with her husband 4 horses, 4 goats and dog on a farm in Norwich Vermont. Term ends in 2020.
Jessica Saturley-Hall is the owner and founder of the Upper Valley Compost Company and the New Hampshire Compost Company, which provide residential and commercial composting services and consulting. Jessica received her undergraduate degree in English Literature from Dartmouth College and her MBA from Cornell University. She has spent fifteen years working in the food, agriculture, and grocery businesses, and has held positions in new product development, marketing, and operations. Jessica lives in Lebanon with her husband, Harrison, and their two dogs. Term ends in 2021.
Responsibilities of the Board
The purpose of the Board, acting on behalf of the Co-op’s members, is to set strategic long-range direction, hire the General Manager and monitor organizational performance.
Specific responsibilities include:
- Representing all Co-op members in determining and demanding appropriate organizational performance.
- Ensuring adequate communication between members and the organization, including working mechanisms to determine member needs.
- Ensuring that members are well-informed about the nature of the cooperative, the activities conducted by the cooperative, and the results it achieves with respect to its Ends Policies.
- Ensuring that members understand the industry of which the cooperative is a part and can consider the activities of the cooperative in the context of relevant markets.
- Ensuring that members understand the different interests and stakeholders that exist within the cooperative.
- Ensuring that the cooperative continually analyzes changes in its membership and its environment, regularly revisits Ends-related issues in light of such changes, and innovates to meet changing member needs.
- Producing written governing policies that, at the broadest levels, address each category of organizational decision.
- Evaluating General Manager performance against Ends and Executive Limitations policies on a regular basis.
- Monitoring Board performance and providing effective leadership using the Policy Governance process.
- The Board is not involved in the daily operations of the stores. Board members have a duty to represent the member-owners at large and not a particular constituency and to act in the members’ best interests, consistent with the Co-op’s values, principles and policies.
Responsibilities of a Director
Directors are fiduciaries of the cooperative and shall at all times conduct themselves in a manner consistent with the cooperative values and principles.
Each Director must:
- Inform him or herself so as to be able to carry out the foregoing.
- Be committed to perfect or near-perfect attendance at Board meetings.
- Be willing to serve on at least one Board subcommittee.
- Be familiar with the Co-op’s bylaws and governing policies.
- Be willing and able to prepare for, and actively participate in, monthly Board meetings.
- Be able to attend Board training sessions, the annual retreat, and the annual member meeting.
- Be able to understand financial statements (training provided).
- Be willing to take responsibility for Board duties and work together with understanding, mutual support, and respect.
During their terms in office, Board members and their spouses/partners receive a 20 percent discount on store purchases and a 10 percent discount on auto repair service and related parts, subject to the restrictions and eligibility requirements noted below. The discount amount is taxable income for board members.
The following products are NOT eligible for the 20 percent discount:
- Annual case lot sale items
- Motor oil
- Fedco orders
Products purchased by the case, which are not part of the annual case lot sale, will receive the 20% discount only; the normal 5% “case discount” will not apply.
Nourish. Cultivate. Cooperate.