GRASSROOTS ACTION: Member Petition Info Leaflet

The attached PDF: 20151031MemberOwnerPetitionLeaflet

was submitted by Laura Hagen, HWFC member-owner, on behalf of the HWFC petition member-owner group.  It contains an update about the current situation and can be printed and distributed by any interested members.

Please note the Informational Meeting that will take place tonight, November 1 at 6pm, at the Ramada across from Honest Weight.

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29 thoughts on “GRASSROOTS ACTION: Member Petition Info Leaflet

  1. Nancy Van Deusen

    The Member worker program is not dead yet. If you have scheduled work hours, please go in and work them. We do not want the LT to hire more staff at the expense of the member workers. This is the busiest time of year for the Coop and we need to continue to participate.

    Like

  2. Deborah LaFond

    There appear to be folks who are not member-workers who state that they could not access this site. Some think it is because they are not member-workers. I was under the assumption that this site was open.

    Must one register as a member worker to post or access? Could we please clarify if all members can access this link? How can those who are members but not member-workers support the preservation of our coop principles? Folks are asking what they can do!!! Thank you all!

    Like

    1. This site is public and everyone should be able to see it. Another online group exists that is only for members. Is it possible they were talking about that?
      As soon as we have a date for the special membership meeting we will have plenty for all to do, publicizing and turning out for that.
      Thank you!

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  3. Laura

    Please be sure to attend the HWFC board of directors meeting tonight, Tuesday, November 3, 2015 at 5:45pm at Honest Weight Food Coop.

    Come prepared with questions, especially if you are a voting, member-owner of our co-operative.

    If you attended the Sunday, November 1, 2015 Informational Meeting at the Ramada – held by the petitioners for an emergency Special Membership Meeting at HWFC – please be prepared to ask questions you came away with from that meeting. Tell others what the former Commissioner of the NYS Department of Labor – who was a guest speaker at this meeting – stated about the rights & status of the owners of this co-operative corporation.

    Remember: we are not shareholders of HWFC: we are its owners. Our member-owner labor program is part of the rights we hold as owners of our co-operative and it is the backbone of our co-operative corporation structure.

    So, fellow HWFC owner! attend the monthly meeting of our board of directors, tonight at 5:45pm.

    And stay tuned to learn the date, time and place of our emergency Special Membership Meeting.

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  4. Ken von Geldern

    Is there a way we can find out what happened at the 11/3 board meeting? I’m disseminating information to lots of friends, and we need to be up to date with what we’re saying.

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    1. Laura

      Dear Ken,

      This board meeting’s two rooms were packed to capacity; maybe 60 or so people, not including the board. The meeting lasted 5 3/4 hours.

      1. The board’s written agenda included an agenda item to discuss the emergency Special Membership Meeting, which member-owner petitioners have called for (signed petition given to the board president on 10-24-15) and which has met by-laws’ requirements, according to an email from the board secretary.

      The board’s agenda was handed to meeting attendees with this item already crossed out, electronically. (A decision had apparently already been reached by the board, prior to the meeting, to table public discussion on the emergency Special Membership Meeting.)

      So, there is written public proof that they intended to discuss the emergency Special Membership Meeting, and, at the same time, there is written public proof that they decided to table discussion.

      2. You may have already read the 11/05/15 Times Union article, “Honest Weight Food Co-Op reverses decision on member workers Board scraps plan to end having members work in store for grocery discounts” by Tim O’Brien (see: http://www.timesunion.com/local/article/Honest-Weight-Food-Co-Op-reverses-decision-on-6613806.php )

      The board rescinded their decision to (functionally) end the member-owner labor program as of 01/01/16, only after encountering strong & organized opposition from the working member-owners of HWFC; only after the Governance Review Council (GRC) of HWFC unanimously voted that this board had over-stepped its authority; and only after 1 more Times Union article and 2 Times Union Letters to the Editor were published: 1 letter from an HWFC member-owner and 1 from an original co-founder of HWFC.

      It is the member-owners of HWFC who have the legal authority to vote upon this decision, not the board of directors.

      3. I am only going to comment on one other board action from this meeting because I was tasked with bringing it to completion on behalf of member-owners: a written policy regarding member-owners right to petition onsite at HWFC.

      Background:
      Member-owners petitioning for an emergency Special Membership Meeting have encountered significant resistance from the board to being able to communicate directly with HWFC member-owner individuals, families and employees, about our petition. We have formally asked the board president to grant us the ability to send messages directly to member-owners through HWFC electronic communications – as we are conducting legal HWFC co-operative corporation business – and, thus far, we have not had an answer back.

      Therefore, the only means available to us to communicate with fellow member-owners is to petition directly, onsite, at HWFC. However, several member-owners were asked to leave the premises when they attempted to speak to other member-owners. In an effort to co-operatively solve this problem, we presented the board president with a request to provide us with the HWFC written policies re. petitioning.

      Apparently, there were no written policies. At Tuesday’s board meeting, the board passed the following:

      “In recognition of the right of members to offer petitions pursuant to the Bylaws and to express issues of concern to members, the board will allow petitioning and leafleting on store premises subject to regulation of the times and location of such activity. The Co-op management shall make every reasonable accommodation to provide a room or location in the store or outside.”

      So, Ken, when you see people at HWFC with piles of handouts and a clipboard asking you for your contact info DON’T RUN AWAY! – it is us, your fellow member-owners, who have not been granted any other means to reach you with critical emergency Special Membership Meeting information.

      As a final note, although the board tabled public discussion on the emergency Special Membership Meeting, toward the end of the evening, when virtually everyone had gone home, the board DID discuss the emergency Special Membership Meeting.

      I hope other people will post about other decisions of the HWFC board at its meeting on 11-03-15; there is more to tell.

      Ken, thank you for asking and please spread this info to others: particularly the HWFC member-owner individuals, families & employees.

      Grassroots means – 1 person talking to another calmly, factually and without attacking anyone – are very powerful. But do be impassioned about saving our member-owned co-operative!

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      1. Rebecca Tell

        Laura, thanks for this information. There’s a lot here – would you like it to be a post on the site instead of just a comment?

        Like

    2. Ken – 1) I can access this site fine. 2) I’d be willing to post the lengthy email written by you to my Times Union blog that I just get a copy of, unedited (except for a couple of breaks for more white space), if that’s OK. Let me know soon, because I’ll have nearly ZERO email on Monday.

      Like

  5. Susan Mattice

    I am a non-working member-owner of HWFC. I joined in 1986, paid for my share immediately, and was a working member for many years. I am writing to say that nobody should assume that non-working members’ interests are in conflict with those of working members. “Divide and conquer” is not a good strategy. I support the member-worker program and will continue to do so. Frankly, my 2% discount does not make shopping at HWFC a bargain for me; on the contrary. I shop at HWFC because I believe in member-owned organizations, and because I believe it’s a good thing to have members who choose to work for larger discounts. I feel I should have voting rights as a member-owner, and I do not like being characterized as someone who would undermine the member-labor program simply because I no longer am a participant in it. I am still an interested party, though now rendered powerless in any decision-making. If working members want the support of non-working members, you have to give us the right to vote.

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    1. Susan, thank you for speaking up. This is an important perspective and the discussion around it is relevant to many others. Would you mind if this were published as a post on the blog instead of just a comment?

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    2. Emma

      In the short term crisis, it’s crucial that member-owners (working members) have “control” over the business in order to avoid being classified by the DOL as volunteers or underpaid employees.

      Those trying to consolidate power with the board and LT may well have introduced the idea of shareholder voting as a way of weakening our position with the DOL. Even if this was not their goal, there’s also the concern that since the Board and LT have control of the Coop’s communication infrastructure and have shown time and again that they have no qualms about using it to spread propaganda supporting their side of a debate, having voters who are not involved in the operations of the store could mean th e voting body could be more easily manipulated by the Board/LT. I personally have no problem attempting to address this in the long term – if DOL would be okay with shareholder voting, we could with create strong provisions for how information and different perspectives are shared prior to a vote and potentially allow it. But that is a discussion to pursue at a later stage.

      Hope that helps!

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      1. Susan Mattice

        I don’t feel I am “easily manipulated”, but I appreciate your intent to work on extending votes to non-working member-owners at some point!

        Like

    3. Rebekah Rice

      Dear Susan,

      Last time the BLTF (Bylaws Task Force) met, we decided to work on two different Decision Authority proposals– one granting shareholders the right to vote AND giving residual authority to the Board, and one keeping residual authority to the Members that does NOT grant shareholders the vote (similar to our current bylaws).

      The Board and LT would prefer the first– they wouldn’t need to come to the membership for all sorts of decisions that they currently do, so decisions could be made much more quickly (the word Duke likes to use is “nimble”). As a working member, I now prefer the second, and for some reasons that I didn’t understand as recently as a month ago when I still espoused the idea that shareholder voting was a good idea. The co-ops lawyers had told the BLTF that all shareholders, working members AND non-working members, could be liable for more than the cost of their original investment IF WE WERE TO BE FOUND IN VIOLATION OF FAIR LABOR STANDARDS ACT. If this were found to be accurate (and it has not yet happened in the entire history of co-ops), I felt that shareholders should not be unable to vote on things that could affect their financial futures.

      As things have unfolded, our current decision authority turns out to be ESSENTIAL TO HAVING A LEGAL MEMBER LABOR PROGRAM. It is specifically this combination of who gets to vote and who does the work that makes the MLP legal.

      My current thinking is that, to protect our status as a member owned and member operated co-op, we need to continue to give you the ability to vote only if you work. Otherwise NONE OF US WILL BE ABLE TO WORK, AND NONE OF US WILL HAVE A MEANINGFUL VOTE. I would guess, that like many other busy people, you dream of having time to work a few hours each week at the co-op, and you look forward to having the ability to contribute to good decision making at the co-op. I want you to be able to contribute to decision making; in the meantime you need to support member workers right to work.

      Please feel free to contact me off-list (RebekahR.Rice-at-gmail.com) to continue this discussion.

      Very truly yours,
      Rebekah Rice

      Like

      1. Susan Mattice

        Thanks for replying. I think everyone on both sides is being a bit too paranoid, honestly. I have done a lot of research (admittedly all Internet) on labor law as it applies to co-ops, and the legislated laws (including minimum wage law) are silent on a hybrid of working and non-working members. However, pertinent case law has touched on that issue.
        First of all, case law is clear that when working members are also owners and choose to work for a discount proportional to the hours they work, the entity is a co-op and is not subject to legislated laws governing employers/employees. Nothing says that ALL owners have to be working members.
        Additionally, two cases, which can be looked up under “Yeshiva” and “Brookings Plywood”, focus on a definition of co-ops as entities in which all owners have a meaningful voice in managing the entity. The latter decision stated that if ALL member-owners have “an effective voice” in managing the entity, that entity is a co-op. Similarly, Wirtz v. Construction Survey Co-operative” states that co-ops are identifiable by “all members having a meaningful role”; and further goes on to state that the income of a co-op is distributed on a pro rata basis to its member-owners, based on level of participation. This describes HWFC. I fear that if anyone at HWFC is aware of this case, s/he is interpreting “a meaningful role” narrowly, to mean only labor, but the context of the case decision implies otherwise.
        By what I’ve read, if ALL owners are participating in “management” (which in our case would mean giving all of us the right to vote), we have a co-op; and if owners are compensated (in our case, by the percentage of shopping discount) via a larger compensation going to those who work, we have a co-op.
        Another issue touched upon, and I regret failing to write down in which case this appeared, was the matter of equal shares versus having majority and minority shareholders. At HWFC, we all paid for a share and were not entitled to buy additional shares. Thus, we are a co-op.
        It seems to me that the question being asked by HWFC is an unrealistic “either/or” equation. You want to deny management participation to an enormous number of owners by denying us the right to vote, OR be resigned to a situation in which the board basically has management power. This dichotomy does not exist in anything I’ve found on the subject in case law or legislated law. In fact, case law seems to be saying that a co-op is characterized by all member-owners having an equal say in management of the co-op, while compensation is determined by the number of hours of work. HWFC has the compensation aspect covered, but all owners do NOT have an equal voice at this point, and I feel this is in opposition to being a co-op.
        Beyond the legal considerations, which are paramount, my opinion is that it is not realistic to assume that everyone who believes in member labor wants to perform it personally. As some of us get older, it’s more attractive to get our 2% discount in lieu of working, and that should be fine in an environment such as HWFC, which has no shortage of members who want to work for a larger discount. The idea that we have to throw up our hands and say “Everyone has to work or the board gets all the power” is completely unreasonable and also unfair, in my opinion.

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  6. Laura

    Susan,

    Think of the people-energy we would be able to harness locally if every single current shareholder of HWFC began working either 3 hours (monthly work) or 12 hours (weekly work) a month. In other words, if every shareholder shifted to becoming a working, member-owner of HWFC – with the one, small additional step of adding their work hours to the pot – think of all the incredible community action we could do around organic, locally-produced, whole, non-processed foods! REAL foods!

    All this harnessed energy could also directly serve your own family, by keeping food costs at our co-operative DOWN. Not UP. DOWN.

    Our co-operative used to offer a 36% discount to working, member-owners. We used to pay 10% over wholesale cost on vitamins or things ordered by the case. 10% over wholesale! 36% discount. We member-owners – with the help of shareholders who take the step to becoming working, member-owners – can do the planning and make the decision to lower prices for every working, member-owner in our co-operative. We could RAISE the discount member-owners receive at checkout. That is our benefit as working owners; that is how our work benefits us, as owners.

    If you have “skin in the game” (you work) you get a benefit (lower food costs). That’s the power of a member-owned co-operative.

    Think of all the local organic farm families we could support with one or another food project … supporting the local & regional farm families who create our organic food for us. Think of the local linkages we could establish between farm families and city families! Farm kids and city kids! Think of *increasing* our access to organic foods, real organic foods that were harvested that morning… …instead of very questionable “organic” foods from China or Mexico.

    Think of how we would be securing our own family’s food supply – locally – in an age when Big Food wants us to buy and live off of pre-packaged food processed with unknown ingredients & additives which are poisonous, created in a warehouse thousands of miles away, packaged in pretty “co-opy” kinds of boxes, and sold at co-ops for ridiculous prices.

    What happens when the price of gas goes sky-high? What will happen to the prices of processed foods which come from a factory 2,000 miles away? “Natural” or not, they will skyrocket.

    Why not – with our co-operative energy – put more of our money into the pockets of the farmer who just harvested the eggs that morning over in Altamont; the farmer who has locally-produced organic milk, the farmer family which grows organic onions & garlic & greens or makes raw milk cheeses over In Columbia County? …the farmer who raises grass-fed, grass-finished beef 40 miles away in Carlisle or over in Hoosatonic? Put our family food money into the hands of our neighbors. Keep it local.

    With shareholders of HWFC making the simple change to working member-owner, we could have a small co-op store in every neighborhood in the city of Albany (the former Mayor of Albany actually offered HWFC federal dollars to do this exact thing and HWFC leadership turned it down). Imagine, walking to your co-operative right in your own neighborhood!

    HWFC’s mission used to be to offer high-quality food…at low cost. With shareholders making the small shift to becoming member-owners, we could get high-quality, low cost food to the neighborhoods in the South End and Arbor Hill, and start meeting our ORIGINAL mission, once again.

    With shareholders being encouraged, and trained, and supported in making the shift to working OWNERS, we would have a whole bunch more people making the decisions about the food each of our own families need to survive and thrive.

    Go research the history of co-operatives (and granges) in the United States. Honest Weight Food Co-op is a living, breathing part of a 200+ year-old history of families working together with other families to keep food costs rock bottom, quality high, and to keep food production local. Neighbor supporting neighbor.

    So, as a member-owner my “dream” is that we member-owners do our job – with the complete backing & support of the board & upper management – to utterly inspire shareholders to join up with us – join the team and become working member-OWNERS: add to the pot of local “people hours,” and get our own family food prices LOWERED.

    And then we need to effectively harness all that newly-created people-power energy…

    … instead of being turned away by management and being told that there aren’t enough work slots here for member-owners,
    …or being told by the board we’re going to just eliminate member-owner work on the floor of the co-operative entirely.

    You see if a member-owner in our co-operative can’t work, s/he can’t vote. And it you can’t vote you just lost all decision-making power of the business you are supposed to OWN. It has been wrestled out of your hands …and the hands of EVERY OTHER OWNER.

    When you are an OWNER of a co-operative YOU make the decisions, in co-operation with other individuals and families. You work. You hold the vote. You decide. You OWN.

    Years ago the term “Co-operative Self-reliance” was popular among co-op people. Let’s bring that slogan back again. Families helping other families to get what each needs, together.

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  7. Susan Mattice

    Laura, I think you and I were writing at the same time. Please see my response to Rebecca. I made valid points. So have you, based on some great ideals. I still don’t see why or even HOW every owner even CAN work, until the day, if ever, there IS a branch of HWFC in every neighborhood. Until that day, people who characterize non-working members as “having no skin in the game” are playing “divide and conquer”. This issue is about whether the co-op is run by the membership or by a small group of board members; NOT about owner versus owner. It’s very unfortunate that the issue is being framed that way.

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    1. Rebekah Rice

      Susan, I loved your response and I truly hope your analysis is correct. I hope to meet you on Saturday at the lawyer thing that the board is hosting. Your comments/ questions will be fun to have in the mix! It would be awesome to have everyone have their voice — and have a successful member labor co-op too. I’ll be rooting for that as things go forward.

      Like

  8. Rebecca Tell

    Laura, I like your vision but agree with Susan that there will always be people who are valuable, longstanding members of our community who are not able to put in labor hours, so telling everyone to work if they want to vote, with no further nuance, comes across as insensitive to that.

    Susan, I really appreciate your thoughtful comments and the time and research you have put into this. There is no question in my mind that someone like you is a “real” and “full” member of the co-op community and does not deserve second-class status.

    My understanding is that we can expect a real audit from the Department of Labor, now that the executive team has asked their opinion. I guess that *until that is over* I would rather wait on making any changes that might make our status as a true co-op even a little more open to debate, and I think shareholder voting would fall in that category based on what I understand so far. But I am still listening to all the legal arguments, and open to be convinced otherwise. Wouldn’t it be wonderful if the lawyers could all agree on an assessment of the situation?

    Before I became aware of the legal issues, I was (as a shareholder myself) opposed to shareholder voting for a different reason. My formative experience with co-ops came from the Oberlin Student Cooperative Association, and they gave me a strong sense of the value of being a co-op as wrapped up in the fact that the people who make the decisions are the people who make the day to day operations go, because they are the ones who really have the best sense of what’s going on and what the organization needs. What I don’t want to see happen would be if the collective judgement of the truly involved working members no longer had a decisive voice in management because their power was so diluted by thousands of shareholders who are just getting emails from the Leadership Team and deciding how to vote based on that without much other perspective.

    To me, the category of “shareholders” is so heterogenous it’s almost useless. If the legal mess could get sorted out, I am curious about the idea to extend the vote to longstanding members of the community – who aren’t currently working but who know the co-op well and want to actively participate in governance – without extending it to folks who “just shop here.” Set some criterion like maybe holding a share for ten years, having worked for five, and having attended membership meetings for 2 out of the past 3 years, to vote without currently working? Where exactly to put such a threshold would need to be worked out. But I wonder if something along those lines might get us closer to decision-making by a group that really knows the organization well enough.

    The other piece of this is, whoever the decision makers are, we need a better system to allow for democratic participation in actual management decisions. That’s another post, but I am hopeful that there will be more opportunities in the future for meaningful participation. If you had the chance to come to a meeting with your board member or correspond with them online about the decisions coming up at the next board meeting, to give your feedback, would you participate? Would it be reasonable to say that those who participate in such a system should have a vote, and those who don’t, shouldn’t? I don’t know yet. But I’m hoping we will have the chance to get creative and figure out something that works.

    Thank you again, Susan, for getting this conversation started.

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  9. Pingback: Shareholder voting discussion | hwfcinfohub

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