Posted by Laura Hagen, HWFC Member-Owner
Note: After reading this post, please see GRASSROOTS ACTION: Board Messages Don’t Add up: Part II here.
Secret HWFC (Board-Authorized) Exec Committee / LT Letter to NYS DOL Made Public: Thanks to the FOIL request of member Julie Harrell, the HWFC board’s 10/26/15 secret, hand-couriered letter to the NYS Department of Labor (DOL) is available for member-owner & public view. The letter was authorized by the HWFC board of director’s, which passed a unanimous motion on 10/20/15 which states:
The Board authorizes the Co-op’s attorneys (Couch White and Dowling Law, PLLC), in consultation with the Leadership Team and the Executive Committee, to interface with the New York State Department of Labor and entities in connection with ending member labor on the floor and administration by January 1, 2016. 
This makes explicit that the co-op’s management – its three-person Leadership Team – is working hand-in-hand with the Executive Committee and two law firms, to end member labor at our co-operative.
This 2nd of two motions was passed by 100% of the board (all nine (9) members), after a 2 ½+ hour executive session meeting which was restricted to the following 18 people:
• all nine (9) members of the board
• all three (3) members of the Leadership Team (LT)
• three (3) lawyers representing two (2) different law firms:
o Alexis Clement of Couch White LLP
o John Vero of Couch White LLP
o Joanmarie Dowling of Dowling Law PLLC
• two (2) consultants
o Shem Cohen (Affiliation not listed: ?)
o Josh Poupore (Affiliation not listed: ?)
• one (1) board administrator
o Vicky Saraceni
Member-owners were excluded from this 2 ½+ hour secret executive session. Immediately after executive session ended, two public motions were passed. Member-owners were not consulted prior to the two motions being passed by the HWFC board. 
This letter was hand-couriered two days after the board received the 10/24/15 fully-executed, member-owner petition for an emergency Special Membership Meeting! The board declined to provide member-owners with a copy of the letter nor would they discuss its contents.
In order to discover what this letter said, a member of our co-operative, Julie Harrell, took the step of making a written FOIL request (freedom of information law) so that ALL members of our co-operative could read the letter to the NYS DOL authorized by this board, written in co-operation with management (LT), penned by two (2) law firms, and kept secret by them all.
Read the letter for yourself: https://hwfcinfohub.files.wordpress.com/2015/11/fl-15-1107-records-for-release.pdf
…and the FOIL request: https://hwfcinfohub.wordpress.com/2015/11/25/dol-letter-full-text-via-foil/
Top personnel from NY’s labor regulatory agency knew before the member-owners of Honest Weight Food Co-op did, that its board planned to “….transition [HWFC] away from members contributing labor…” !!!
Read the letter and compare it to the board’s 11/19/15 Inside Scoop explanation – sent to Member-Owners – as to why the board withheld the contents of this letter from member-owners for 26 days:
We believed that such public coverage could jeopardize our ability to negotiate with the DOL to protect and preserve the MLP to the extent possible. [emphasis added] 
Protect and preserve?
They’re planning to secretly “negotiate” with NYS DOL in order to “protect and preserve?”
The board’s release of this letter to member-owners came attached with its own gag order, or, more correctly, a “gag request:”
Since we are just beginning communication with the DOL, we are asking shareholders to respect the confidential and privileged nature of this letter, and request that it only be shared with other shareholders of Honest Weight Food Co-op. 
Member-owners have not been invited to the communications “just beginning” between the NYS DOL, the HWFC board & its attorneys.
Secret 2 ½+ hour meetings with two (2) law firms, one with Washington D.C. offices; secrecy between management & board (to the exclusion of member-owners); bylaws created in secret with Bylaws Task Force members required to sign gag orders; board members required to sign gag orders; a secret letter; a “gag request” to member-owners to keep a secret letter, secret; ongoing communications with NYS DOL with yet more secret meetings planned?
Leadership-by-secrecy prevails with this HWFC board & LT/management.
The first of two motions passed by the board on 10/20/15 states:
Consistent with the Bylaws Task Force recommendation, the Board will end member labor on the floor and administration by January 1, 2016. The Board will make a good faith effort to engage the membership in the process. 
Read carefully. “Engag[ing] the membership in the process” appears to refer to the board “helping” us (or not) to transition to a co-op without member labor; the decision to end member labor appears to not be open for discussion.
On 10/26/15, the Governance Review Council (GRC) of our co-op determined at an emergency meeting, through a review of our bylaws and by a unanimous vote, that the board had over-stepped its authority in “end[ing] member labor on the floor and administration by January 1, 2016.” The GRC asked the board to rescind this decision.
At its 11/03/15 meeting, the board rescinded its decision with this motion, passed unanimously:
John moved to rescind the Board’s decision of October 20: “to end member labor on the floor and administration by January 1, 2016.” The board will enact another resolution [emphasis added] that will take into account [emphasis added] input from the GRC and members. 
This brand new motion did not, however, actually rescind the old one in its entirety. Read carefully. The board’s motion to “…interface with the New York State Department of Labor and entities [emphasis added]…”  was not rescinded by this board.
Member-owner staff, individuals & families need to be aware that this board is continuing with its intention to end member labor “by January 1.”
It is the member-owners of this co-operative who own the exclusive right to make any changes to our member-owner labor program, as per our bylaws, not the board of directors. Maintaining our right to work maintains our right to vote; something this board is attempting to unilaterally and secretly strip us of.
It has not escaped member-owners’ attention that – 23 days after the board’s (attempt) to end member labor by 01/01/16 – a membership meeting, with two significant ballots, had been planned on January 24, 2016. Stripping member-owners of the right to work on or before 01/01/16 would have virtually guaranteed a large voting bloc of disenfranchised member-owner voters on 01/24/16.
It is at this membership meeting that the (still secret?) bylaws were to be rolled out and member-owners (the few who still had the right to vote left) asked to ratify them.
This era of a pervasive pattern of strategic secrecy – supported by this board of directors as a way of doing business – needs to end. It goes against our mission & and our bylaws, and the open, transparent, democratic, co-operative process which has been the tradition and practice of the Honest Weight Food Co-operative, Inc. for almost 40 years.
It needs to be clearly understood that the two (2) law firms engaged by the board of directors – and including any of its consultants – are not acting in the best interests of the owners of this co-operative corporation.
This board’s attempt to alter the foundation & structure of our co-operative corporation – by doing end-runs around the voting member-owners of our co-operative – must be halted.
It is for this reason that member-owners took immediate & decisive action on October 24, 2015 and petitioned for an emergency Special Membership Meeting, something which has rarely occurred in our 39 year history. That meeting takes place this coming Monday night, November 30, 2015. Here is the meeting announcement: https://hwfcinfohub.files.wordpress.com/2015/11/special-membership-meeting-11-30-2015-revised-11-16.pdf
Here are several quotes pulled from the board’s NYS DOL letter: a “co-operative” effort between the executive committee & management (LT) of our co-operative with the help of two (2) law firms:
As part of this governance review, Honest Weight has determined to transition certain aspects of its business, particularly how certain members contribute to Honest Weight’s operations. Honest Weight members have historically contributed labor…
…During the governance review process, questions have been raised about members contributing labor…
…The transition away from members contributing labor has also raised significant and serious organizational, governance and cultural issues for Honest Weight.
…while the transition has been and will be very difficult for its members … Honest Weight’s Board of Directors has committed to this transition.
…the Board of Directors is now operating under new leadership. [At the 10/20/15 board meeting, Deb Dennis had been appointed acting-President.] Under this new leadership, the Board of Directors has directed Honest Weight’s management team to commence the transition with all deliberate speed. [emphases all added]
Please note the the Board instructed our three-person Leadership Team (the LT or “management team”) to “commence the transition with all deliberate speed.” The LT, that is – Duke, Lexa and Lilly – have been, since the passage of this motion, acting against the best interests of the Member-Owners of this co-operative and “transitioning” us away from Member-Owners’ working on the floor – and being, thereby, allowed to maintain the right to vote in their own co-operative…
“…with all deliberate speed.”
Not only is the LT acting against the member-owners; they have been instructed to “transition” us out as fast as is humanly possible.
 HWFC member-owners, please go to the HWFC website at http://www.honestweight.coop/page/board-meeting-minutes-99.html and read the board minutes for the October 20, 2015 meeting, section 4 [2 hour 40 min. executive session, followed by two public votes].
 HWFC member-owners, please go to the HWFC website at http://www.honestweight.coop/page/inside-scoop-184.html and read the board’s November 19, 2015 Inside Scoop.
 HWFC member-owners, please go to this HWFC website at http://www.honestweight.coop/page/board-meeting-minutes-99.html and read the board minutes for the November 3, 2015 meeting.