GRASSROOTS ACTION and Communication ARE POWERFUL!

Posted by Laura Hagen, HWFC Member-Owner

COMMUNICATION?  HEY, WHAT’S GOING ON?

I’ve received a number of emails from HWFC member-owners wondering, “What’s going on?” “We’ve heard nothing from the co-op since our big Special Membership Meeting election results.” “I heard we have a new executive committee. Who?” “What’s up with communication?” “Why haven’t we heard anything from the board?” “Where’s the Board’s Inside Scoop?”

“Can you tell me what’s going on?”

First off: it’s the holidays. I think everybody is taking some time to be with family and friends, celebrate and rest. Things will hopefully pick up after the 1st.

As to the questions, I share your interest, your eagerness, your frustration, and your puzzlement! Why not only an Inside Scoop from the board on December 2nd, announcing the election results of November 30th, but also why not a Special Edition of the Coop Scoop with photos and member interviews, with reporting and discussion of the historic membership meeting which more that 700 of us attended on November 30th? What happened at the board meeting on December 15th? Why hasn’t the newly configured board and its new executive committee written us something, anything?

Why does it seem like there is a news black-out, that only a few people really know what’s going on …and the rest of us are left in the dark?

Well, let’s reflect. Our co-op is in a moment of great re-organization. 700+ member-owners, shareholders and their families attended our largest membership meeting ever on November 30th. The voters spoke. We voted out one board member and gained three new. The three new board members won on a platform of strong support for a member-owner run co-op and with a pledge of transparency.

This new platform is in direct opposition to what were the long-entrenched trends at our co-op: veils of secrecy and an accelerated movement towards dissolution of member-owner power and control in the co-operative corporation.

A majority of us attending the emergency Special Membership Meeting voted for change.

Therefore huge shifts have occurred. And it’s only been 30 days!

Only two weeks later, on December 15th, a board meeting was held and at that meeting a brand new executive committee was voted in; four board members assumed brand new leadership roles and three of those board members were newly-elected.

The board members who were in positions of power, lost that power, while still remaining seated on the board.

Conflict is a reality.

There is, therefore, both massive re-organization and massive resistance taking place at the same time behind the scenes of our co-op, rest assured!

Many of us want in on this change, to participate, to be useful & helpful, to choose where to plug in, or to at least be in the know.

This eagerness to want to know is a testament to our commitment and our engagement as member-owners and shareholders in our co-op. We want in!

Let me honor that commitment and engagement by talking about it today and inviting you to, as well.

Here are my thoughts at the moment. Our co-op is in a period of transition. Things are not what they were. Therefore, don’t wait for someone to do something. Take the reins. Call people up or email  them and ask what is going on!

Take the initiative! Join with others. Decide that this co-operative – my co-operative! – is important to me and my family and, therefore, I am going to figure out how I can add in my energy, support the new board members I elected, and help get this co-operative steering in the right direction.

If you want to know more about what is going on be a part of that solution. Go to the next Board Meeting on Tuesday, January 5, 2016 at 5:45pm at FUUSA’s Emerson Community Hall (First Unitarian Universalist Society of Albany), 405 Washington Avenue, Albany, NY (between Robin & Lake). Here is the agenda.

And notice a small but significant change: at the bottom of the board meeting agenda is a listing of all the upcoming co-op committee meeting dates, times and places.

If communication (or lack of it) is your beef, get involved in the Communications Committee. Go to the next Communications Committee meeting on January 11, 2016 at 5:30pm at HWFC. Ask to join the committee. Co-chairs (as of 12/14) are Chaz Martel and Nickleson Cook. Contact info on the HWFC website is listed as the board liaison, Roman Kuchera, here.

I have been unofficially told that an HWFC member has to wait to be invited onto an HWFC committee. I do not know if this is true and I will ask for clarification at the board meeting on January 5th.

If one needs a “gold-plated invitation” to join a co-op committee then there is indeed a big problem here at HWFC which needs to be fixed. Keeping committee membership down to a selected handful of “anointed few” is the type of behavior that got this co-operative into big, big trouble. Secrecy. Special, inner circle behavior. “We few decide who comes into the club; keep out those who aren’t hand-picked.” The collective rules: it, and its inner circle controls who gets in …and who doesn’t.

This type of committee behavior is not at all democratic …and it is certainly not co-operative.

If HWFC committee membership is this rigidly controlled and enforced then policies do need to be changed.

But, first-off, let’s find out if this is, indeed, the case, at the January 5th board meeting.

If it is, become a part of changing it.

And, after all, nothing says you can’t begin going to committee meetings right away, initially, as a non-member, until a more democratic and co-operative committee membership system gets put into place …again. (I have a long memory, it used to be that anyone and everyone was welcome to join and participate in an HWFC committee …we need to go back to the good old days. So please, let’s!)

The way to improve communication at HWFC is to offer your time and talents, pick an area which interests you and you’ll commit to …and to work with the structure that we already have in place: the Communications Committee (as well as regular attendance at Board meetings, IMHO).

That’s one way to either get your feet wet on a committee or to contribute your communications’ expertise, if that’s what you have to offer.

Personally, I think we have urgent need of a member to step forward who has expertise in Strategic PR, whose talents can be put to good use supporting and helping member-owner initiatives …and who can immediately help the newly-configured board. Lots of changes here at HWFC, which need to be managed both internally in communications as well as in the media. Public & Media Relations used for member-owners’ benefit would, indeed, be a welcome turn of events!

Through the Communications Committee maybe you can affect change to the Coop Scoop. How about an electronic Coop Scoop, just like the electronic Inside Scoop the board has? How about going back to members having regular columns? (Remember your favorite columns you used to look forward to?) How about a Coop Scoop more often? How about a return to Letters to the Editor, one of my favorites! Remember the member-owner who diligently & thoroughly wrote about board meetings after each and every board meeting? How about topics of vital interest to HWFC member-owners like, oh, say …Big Food takeovers of natural & organic US food supplies, or the latest in GMO issues we better know about, or organic food and the wonderful increase in organic farmers here in the Northeast, or articles about the Weston A. Price Foundation and its local chapters (one of the top-notch advocacy and information groups out there when it comes to truly organic, whole, local, unprocessed food supply in the US).

The sky is the limit and we ALL have an interest in high-quality food, organics, small family farming, herbals, medicinals, kids who farm, heirloom vegetables, health, well-being, local, state and national organic food political issues, and so on…

What about the HWFC Online Forum? Concerned that posts are edited or deleted? Heard that it is censored and don’t want to waste your time? Concerned that the topics aren’t relevant? Maybe there is a way you can start to change that. Maybe your energy – along with  some policy changes – can start to draw member-owners to that electronic, interactive conversation. And maybe there is now a board in place who wants to help you do just that.

What about our new written petitioning policy? Yes, we finally have one, first time ever! Does it allow you to set up a table and speak to other members about topics of interest? December 2015 information about Who Owns Organic among Big Food corporations in the US? A December 2015 report about US organic egg production? December 2015 change to the country-of-origin-law labeling of meats sold in the US, the hiding of GMOs in foods?

Yikes, you have to read, study & stay current to keep your family’s food safe! We could certainly help each other to do that! Maybe a regular Coop Scoop column, petitioning, and quarterly guest speakers is the answer to this urgent communication need.

Did this new petitioning policy (petitioning: the heart of communications, face-to-face, realtime, and vitally important to grassroots work) work in October and November for member-owners who wished to speak to other member-owners about an emergency Special membership Meeting taking place?

Or did that new policy actually impede communication? Does it still need some work? (Yes, it does need work: management’s interpretation of the board’s new policy rendered it ineffective, at least initially, and I communicated that to the GRC at its December 10th meeting and asked for their help in changing it.)

And social media! I’m an older member-owner and social media is not a habit for me, yet. For younger co-op members it is. We need to tap into this means of communication in a big way.

So, if you are not happy with communications coming out of our co-operative, or the communication lines between members, or between members and staff, or members and board, or member-owners and shareholders, jump in and become part of the process of change. Your energy, time and talents are needed, in a very real way.

We have not yet had an Inside Scoop from the board announcing the election of its new executive committee members. The last Inside Scoop was dated December 3rd and was a memorandum entitled HWFC Meeting with the New York State Department of Labor. Not a pleasant communication or memory and a process and issue still unresolved and still shrouded in secrecy.

Yes, it’s a long time since December 3rd.  However, I remain patient, awaiting the first Inside Scoop from the newly reconfigured board and its new executive committee. Because I will know that when it is issued, it means that positive change has begun, and that it has begun to be implemented, to have life, to gain traction. This will only be the beginning of benefit to all member-owners, shareholders, and member-owner staff of HWFC, and if it takes a little more time to be realized, well then I can wait just a little bit longer for a new Inside Scoop.

So, as a member of a co-operative, recognize that your energy is valuable and important and needed. If communication, or the lack of it, is irking you, figure out what you like to do, where your skills are and then get involved. Plug in and be an active part of communication at this, your food co-operative, the Honest Weight Food Co-op.

And please feel free to communicate here: post below, raise issues, ask questions, ask to be heard. Dialogue. If you encounter problems plugging into communications at HWFC post here and I, and others, will do our best to offer ideas and support you. Members of the HWFC Communications Committee do read this blog and have posted, they may join in the conversation, as well.

We can figure out here, together, how to sow positive communication changes within the fabric of our co-op …or at a minimum to identify where problems are and to generate ideas on how to tackle them and fix them.

I consider communication one of the most essential things we can do to help each other to connect …and to re-connect during this process of change at our co-op. Right here, right now on this blog … is a two way street. Use it. More avenues will open up in the days, weeks and months ahead and until they do, two-way street right here.

More than anything, I think we want & seek connection and a sense of belonging and a sense of shared purpose …to our local, wonderful, vibrant, “changing and getting stronger” food co-op community here on the banks of the historic Hudson River in Albany, near the foothills of the majestic Adirondack Mountains of New York.

We do have a row to hoe ahead of us, but the hoeing has already begun and it ain’t gonna stop, especially if we all pitch in!

Next year we, HWFC, will be 40 years old. A banner year for celebration in  the HWFC community! So hang on, stay positive, offer help, and by all means pick an area you’re good at and get involved. Participatory democracy demands your participation!

Be self-reliant, while you also co-operate with others. Support you and your own family while, at the same time, you join others in helping them and their own. This is a win-win way for communities to thrive, including our food co-operative community.

And please go to board meetings i n 2016! This is where lots happens you’ll want to know about! Our newly configured board needs a lot of support, help and talent in the coming months. They cannot do this job without us.

So, see you on Tuesday, January 5, 2016 at 5:45pm at the Unitarian Church at our next HWFC co-op board meeting!

And calendar in these dates for 2016 Membership Meetings:

  • Sunday, January 24, 2016 at 6 pm
  • Sunday, April 17, 2016 at 6 pm
  • Monday, June 27, 2016 at 6 pm
  • Sunday, September 25, 2016 at 6 pm

Happy New Year’s Eve preparations to all! Please go to Saratoga First Night if you’ve never been. We got to hear the fabulous, incredible Lee Shaw Trio there last year and now Lee Shaw is gone from us. It was a blessing my family and I shall never forget – her improvs were unbelievable – and her music will continue to live on and bless us all.

How lucky we all are here in the Capital region, aren’t we? The arts & music abound! Happy New Year! Happy fireworks, food, merriment, family & friends (and please designate a driver, too, if out and about)!

Thanks to each and every person this fall and winter who has either sent me private emails, called, shared food, drink, “tabling” & petitioning at HWFC, or who has posted here at HWFCInfohub about our co-op. Your thoughts are very, very important and valued – truly, more than you can ever know. Thank you.

And many thanks and Happy New Year to our HWFCInfohub Team! Thanks for your vision and hard work!

And please post your thoughts about communication at HWFC, below. Ideas, thoughts questions? Fire away!

~~~

Never doubt that a small group of thoughtful, committed citizens can change the world. Indeed, it is the only thing that ever has.
Margaret Mead

===============================
Grassroots Action: One HWFC member-owner individual, family, and employee at a time …we can reach every HWFC member-owner if we ALL work it.
Build Capacity: If everybody does their little bit (or a bigger bit if they can), we build our capacity day-by-day.
Have faith: It simply works!
You are the PR: Be factual, be calm, don’t attack anyone personally, and please do be impassioned about saving our member-owned, locally-owned & controlled co-operative!

This is co-operative, in action!
Laura

GRASSROOTS Resting, Meditating & Singing ARE JOYOUS!

Posted by Laura Hagen, HWFC Member-Owner

Here are today’s Grassroots-Grows-Capacity Action Steps:

  1. Today there are no action steps. Rest.

REST.

For those who celebrate, Merry Christmas Eve! Happy cooking, wrapping, decorating and preparing!

Happy Holidays! Happy Solstice! Happy Kwanza! Merry 12 Days of Christmas just about to arrive on the doorstep! Joyous preparing for New Year’s Eve! Blessings to your family and friends.

MEDITATE.

Here is some very interesting information for members of our greater community. Paul Rosenberg first alerted us to this information. Paul has, for many years, kept the HWFC community bulletin boards clutter free, organized and up-to-date (thank you, Paul!) He found this information on our bulletin board and passed it along. It is from the Albany Peace Project:

“Be a part of an historic opportunity to “vote with your heart” and have it count!!!

Join thousands who will envision local peace for 15 minutes each day in January. SUNY Professor Karin Reinhold will review Albany crime statistics to determine if our peaceful intentions made a real local impact.

  • Enter your name and email in the box to the right to start participating from home!
  • You will receive video updates regarding the progress of the study, meeting opportunities, and free meditations and interviews with local leaders in the greater Albany area each day in January.
  • Meditations are designed to lead your body into a defined state of peace and clarity referred to as Coherence.  No matter how difficult your life is, you can always move into a peaceful coherent state and the Albany Peace Project will show you how!
  • Watch how your life transforms during the month of January as you enjoy greater personal peace and also satisfaction for being part of the solution to help others.
  • Prior research suggests that more people involved is correlated with greater impact.
  • If you feel passionate about this research please encourage your friends and family to participate!

Have Questions? Go here. Let’s bring peace to our own local hometowns.

SING!
So sing your songs well and sing your songs sweetly…

Here, again, are some utterly wonderful songs sung by our own Nowell Sing We Clear’s John  Roberts, Tony Barrand, Fred Breunig and Andy Davis. And here is where you can buy their CDs. Support local musicians, we sure do need ’em, don’t we, especially in times of celebration! Merry Christmas and Happy Holidays!

Green Grow the Rushes, O!
Lord of the Dance!
The Rag Dance

…and swear that your singing it never shall cease!

You’ve had more than a week to practice and learn John Kirkpatrick’s Chariots! aka The Carol of the Alliteration. Just in case you forgot the words they are here, and below. Join John, Tony, Fred and Andy from their Old Songs Nowell Sing We Clear concert in Altamont, NY in 2012.

But first…

…………..your music assignment.

You remember the choir director’s instructions? First, go grab some hot chocolate or mead and warm up those vocal cords!

And, now you’re going to create your own verse! Right now! Get to it! Mind the music! Listen to the lyrics! Access alliteration. Dive into the dictionary! Rhyme with rhythm. Salute synonyms! Pen your own poetry!

Got the gist?

(This is a very special message for Carolynn and David’s two kids, who are loyal readers! …this is your very own special music assignment for the week! Hints: it’s in 6/8, every line has 2 measures, the first downbeat is on the word “sing,” “So” is a pick-up.)

Here’s mine. Everybody, anybody, let’s hear yours! Post your ideas below:

So, sing in the shower and chime with the children
and bellow while baking, in harmony hum;
Sing with old Santa who’s singing in his sleigh,
his reindeer all restless and ready to run.
Now, work your own words, with wit and with wisdom,
Please ply your own poetry, paper, pen, play;
Christmas is cheerful – away with anxiety!
St. Nick is smiling and singing today!

So, here is Nowell Sing We Clear’s John  Roberts, Tony Barrand, Fred Breunig and Andy Davis, singing:

CHARIOTS!
O Shepherd O shepherd come leave off your piping
Come listen come learn come hear what I say
For now is the time that has long been forespoken
For now is the time there’ll be new tunes to play
For soon there comes one who brings a new music
Of sweetness and clarity none can compare
So open your heart for heavenly harmony
Here on this hill will be filling the air
With chariots of cherubim chanting
And seraphim singing hosanna
And a choir of archangels a-caroling come
Hallelujah Hallelu
All the angels a-trumpeting glory
In praise of the Prince of Peace

See on yon stable the starlight is shimmering
And glimmering and glistening and glowing with glee
In Bethlehem blest this baby of bliss will be
Born here before you as bold as can be
And you’ll be the first to hear the new symphony
Songs full of gladness and glory and light
So learn your tunes well and play your pipes proudly
For the Prince of Paradise plays here tonight

Bring your sheep bleating to this happy meeting
To hear how the lamb with the lion shall lie
It’s mooing and braying you’ll hear the song saying
The humble and lowly will be the most high
Let the horn of the herdsman be heard up in heaven
For the gates are flung open for all who come near
And the simplest of souls shall sing to infinity
Lift up and listen and you shall hear

The warmonger’s charger will thunder for freedom
The gun-maker’s furnace will dwindle and die
And muskets and sabers and swords shall be sundered
Surrendered to the sound that is sweeping the sky
And the shoes of the mighty shall dance to new measures
And the jackboots of generals shall jangle no more
As sister and brother and father and mother
Agree with each other the end to all war

As a candle can conquer the demons of darkness
As a flame can keep frost from the deepest of cold
So a song can give hope in the depths of all danger
And a line of pure melody soar in your soul
So sing your songs well and sing your songs sweetly
And swear that your singing it never shall cease
So the clatter of battle and drums of disaster
Be drowned in the sound of the pipes of peace

~~~

O my goodness, that was fun! Glorious! Peace to all!

Never doubt that a small group of thoughtful, committed citizens can change the world. Indeed, it is the only thing that ever has.
Margaret Mead

===============================
Grassroots Action: One HWFC member-owner individual, family, and employee at a time …we can reach every HWFC member-owner if we ALL work it.
Build Capacity: If everybody does their little bit (or a bigger bit if they can), we build our capacity day-by-day.
Have faith: It simply works! And sing! It always helps! Thank you Mom, for your beautiful, sweet voice & you and Dad teaching your two kids to love music. Merry Christmas to you both! We miss you, especially tonight.
You are the PR: Be factual, be calm, don’t attack anyone personally, and please do be impassioned about saving our member-owned, locally-owned & controlled co-operative!

This is co-operative, at rest!
Laura

Secrecy at HWFC?

Submitted by Julie Harrell

Hello members, thank you for being on this wonderful forum. Laura’s brilliant post alerted me to the fact that we have yet another secret letter (to a public agency!).

I have submitted another DOL FOIL request for this “secret” letter. Copies are not available for members? And why not?

From Laura’s post:

“Given the text of the first secret letter, authorized by the board and hand-couried to the NYS DOL on October 26, 2015 – which ignored the existence of member-owners and made clear management & board intent to (secretly) work together to end member-labor at HWFC – it came as an utter shock to learn at the Board meeting on December 15, 2015, that a second secret letter had been sent to the NYS DOL, instructing them to disallow any other parties – save the board’s two legal teams and invited guest – wishing to participate in any upcoming meetings between HWFC and the NYS DOL! (Copies of this secret letter are not available. We may need to FOIL NYS DOL yet again.)

Twice, now, the (former) board, or its executive committee, has, in secret, utilized an outside regulatory agency – the NYS DOL – as a sneak thief would use a crowbar: attempting to strategically leverage and pry rightful ownership of the food co-operative corporation from the member-owners’ hands.”

I expect my FOIL request to be quickly satisfied and I will share the letter on this forum. Let’s vote these people out at our next Membership meeting. I’ve had enough. How about you?

Julie Harrell
photonicgirl@hotmail.com

GRASSROOTS ACTION and Bylaws (Again) ARE POWERFUL!

Posted by Laura Hagen, HWFC Member-Owner

Here are this weekend’s Grassroots-Grows-Capacity Action Steps:

1. Read Another Bylaws Broadside!;
2. Read some or all of the articles, cited below, from the citations’ page of a document called the HWFC Bylaws Task Force FAQ;
3. Extra Credit: Read the entire HWFC Bylaws Task Force FAQ;
4. Please comment, below. Observations, thoughts, reactions.

~ANOTHER BYLAWS BROADSIDE!~
with its VERY OWN LIST OF CITATIONS

Please go read Bylaws Part I, first, GRASSROOTS ACTION and current bylaws ARE POWERFUL!

You can stay inside this weekend, grab a cup of something warm & toasty, push the cat or dog off your lap (or not), plunk your laptop down on your lap … and read away. Permission granted to stay warm indoors with eggnog, glögg, mead, hot chocolate, hot, spiced cider, warmed kumbucha or, my favorite, a pot of Jade Oolong tea. Oh, and how could I forgot a cup of Joe!

There is a lot of talk going around our co-op about bylaws. That’s because the (former) board had been planning on asking member-owners to both vote on bylaws’ changes (which would dis-empower member-owner power & control) and also add 12,000 new shareholders to the co-operative corporation (see why this is also a move to dis-empower member-owner power & control, here) at the January 24, 2016 membership meeting, 37 days away.

It is now up in the air as to whether these votes will actually take place, given that we have a newly-configured board and brand new leadership on our executive committee, committed to maintaining & strengthening our member-owner labor program (MLP) and committed to transparency here at HWFC.

In addition, the newly-configured board made a decision at its Tuesday, December 15, 2015 meeting to suspend the work of the Bylaws Task Force and Strategic Planning Committees for an indefinite period of time.

Finally, the board also voted to place a 60-day moratorium on the use of any consultants contracting with HWFC (save for attorneys and physical plant contracts.) So, any bylaws’ work that CDS Consulting Co-op (see below) was in the middle of brokering here at HWFC, or any Strategic Planning meetings & work planned with Shem Cohen of Change Events, Inc. have been suspended. Any Strategic & Crisis Communications and lobbying activities contracted with Corning Place Communications have also been halted.

It wouldn’t hurt to write the board and tell them you don’t want a bylaws’ (or 12,000 new shares’) vote in January …given that nobody except the 27 members of the Bylaws Task Force (BTF) has ever even seen these draft bylaws.

BYLAWS: LOTS OF READING AND THINKING TO DO

If you fell behind on your bylaws’ classwork, this post, GRASSROOTS ACTION and Current Bylaws ARE POWERFUL, goes into the bylaws’ issue in some detail.

However, despite all the recent brakes being applied to an out-of-control bylaws’ train here at HWFC – forewarned is forearmed. Hence the assignment to read & study. There are several important facts to understand – call this your Study Guide – before you dig in and start reading the new material:

HWFC’s bylaws were fine to begin with, they did not need a complete overhaul, perhaps some tweaking may have been in order.

The bylaws’ revision process here at HWFC – started in April, 2015 – was conducted in complete secrecy.

To this date, no one save 27 members of the HWFC Bylaws Task Force (BTF), has even seen the draft bylaws document(s), and this is not for lack of trying. Only six (6) members of the BTF are unaffiliated member-owners. The remaining members are:

9 HWFC board members
3 HWFC Leadership Team members (management)
4 HWFC Governance Review Council (GRC) members
3 attorneys, representing two law firms hired by the (former) board
2 nationally-known consultants from CDS Consulting Co-op: one an attorney and one the Team Leader of their CBLD program (see below) as “Subject Matter Experts”

The national corporation pushing bylaws’ changes on us – CDS Consulting Co-op (CDSCC) – appears to do this to many US co-operatives with whom it works.

The CDS Consulting Co-op firm promotes its in-house CDSCC CBLD ‘Fresh Start’ Bylaws Template as a part of a package it sells to US co-operatives. The program is called Co-operative Board Leadership Development (CBLD). The HWFC board contracted for the program & its ‘Fresh Start’ Bylaws Template in December, 2014.

The CDSCC ‘Fresh Start Bylaws Template’ strips food co-op owners of their power & control and, instead, consolidates it between management & board.

Where are employee member-owners in this picture? Once food co-op member-owners are stripped of their legal powers, via bylaws’ changes, they can offer no protection, safeguards, oversight, or watchdogging on behalf of employees, who are at now at the mercy of a newly-empowered management-board axis.

FIGHT TO MAINTAIN MEMBER-OWNER LABOR PROGRAM ASSUMES IMPORTANCE
MEMBER-WORKERS = MEMBER-VOTERS

Finally, and the crux of the matter here at HWFC – since the (former) board tried to (functionally) end our MLP with two ratified motions at the October 20, 2015 board meeting – is the battle to maintain our member-owner labor program.

Part and parcel with revising bylaws, CDSCC seems to advise boards’ of US food co-ops to weaken and/or end their member-owner labor programs (MLP). It’s a hard sell and fear, by our (former) board, has been wielded as the weapon of choice to coerce member-owners into believing it is in their best interest to end the member-owner labor program, preferably as quickly as possible (no later than by January 1, 2016).

Here at HWFC our MLP not only provides working member-owners with a discount on purchases, community and “food fellowship,” it, keeps us involved and “on the floor” running the business, and, most importantly, maintains an owner’s right within the co-operative corporation to make business decisions and vote.  Any move to substantively change (or end) our MLP should also be viewed as a concurrent move to legally disenfranchise us.

The (former) board did its best to end our MLP. We fought back and won; a November 30, 2015 emergency Special Membership Meeting with 700+ people attending saw to that.

Is the fight over?

No.

SECRECY

Not two days later, on December 2, 2015, the (former) board’s executive committee authorized a secret meeting to take place between the co-chair of the Governance Review Counsel (GRC), the board’s two legal teams, and the NYS Department of Labor (DOL). Topic? Front & center: discussion of our member-labor program and labor law issues.

A secret meeting with a NYS regulatory agency, attended by 7 individuals, was planned for before and took place after 700+ members of HWFC attended a historic emergency Special Membership Meeting of our co-operative: the largest meeting in our 39 year history! [1]

The GRC’s co-chair, Ursula Abrams, was asked by the then acting-President Deb Dennis [2] (and the executive committee? …which, after the election at our emergency Special Membership Meeting, would have consisted of only two people) to keep this meeting a secret from member-owners (!), including the three new board members who had just been elected two days’ previously! There is some question as to whether all the incumbent board members knew about this secret meeting.

It was confirmed, by me, at the December 10, 2015 meeting of the GRC, that it was a unanimous decision of the GRC to agree to this request to keep the meeting secret. The entire GRC also agreed to allow the GRC co-chair to issue her written interpretation of the meeting to Membership.

UPDATE, February, 2016: It has been subsequently uncovered, through a review of billing invoices, and announced by the brand new HWFC Board of Directors, that this “Memorandum” was actually written by the Strategic PR firm, Corning Place Communications, hired as consultants by acting-President Deb Dennis’s board in April 2015; it was, however, presented by the Board as a communication from the GRC’s (former) co-chair.

This is absolutely and without question an astroturf (fake grassroots attacks real grassroots) action; a “skunkworks” type of operation …taking place right under our noses in the middle of governance operations in our co-operative!

US nonprofits have been under this kind of attack for decades; makes sense that US food co-ops would start experiencing the same type of “fake grassroots” operations.

Please see the definitions of “astroturf,” “co-opted,” “skunkworks” and “stinktank” at this very reputable national grassroots advocacy group called TeleTruth. Do a search on “astroturf” or “front group” at SourceWatch, http://www.sourcewatch.org; U.S. Right to Know, http://www.USRTK.org; and the Cornucopia Institute, http://www.cornucopia.org . See the Food & Water Watch article, Are Your Tax Dollars Bankrolling an Industry Front Group?, this SourceWatch article on a PR firm which specializes in creating agricultural “front groups” and this 2012 Organic Consumers Association article, Meet the Corporate Front Groups Fighting to Make Sure You Can’t Know What’s in Your Food.

I will refrain from detailed expression of my outrage  – I am simply stunned – allowing the reader to ruminate and fume, save with this reminder; this secret meeting with the NYS DOL and this subsequent “Memorandum” were deceptions willfully & intentionally initiated and foisted upon Membership by the (former) acting-President (and the executive committee? and other (former) board members?) with the help of a highly paid PR & Lobbying firm AND two law firms (and other consultants of that HWFC board? [which included, at the time, the nationally-based CDS Consulting Co-op and Change Events]) …after our historic emergency Special Membership Meeting, attended by 700+ people, had taken place on November 30, 2015, at which we elected three new board members and sent a clear message to that board to stop attacking both our member-labor program and member-owner power and control of our co-operative.

Our emergency Special Membership Meeting, held on November 30th, was a mere blip on the radar screen to those who participated in this “co-opted”or “skunkworks” operation two days later, on December 2nd – a blip on their radar screen – and who agreed to (deceptively) publish the subsequent PR manipulation of that meeting to the entire HWFC membership.

The lengths to which the former acting-President (and her executive committee? …and other board members?) went, to carry off this NYS DOL meeting, underscores its importance to them. Despite an emergency Special Membership Meeting – and massive coverage by the Times Unionthey intended to pull this meeting off!

We suspect they were hoping for a written ruling from the NYS DOL against co-op Member Labor Programs (MLPs), which could then have been utilized to end MLPs in ALL NYS food co-ops. This written ruling did not happen; NYS DOL does not issue written rulings in this manner.

The only written thing we got out of this meeting was a cleverly-worded & manipulated document, professionally spun by a PR & Lobbying firm …which was paid very nicely to do so …by the (former) HWFC board of directors.

What’s the final message (spin) of that document?

Get thee back to changing your bylaws!

Which entity was helping the (former) board, at that time, with bylaws’ changes as members of our Bylaws Task Force?

Two (nicely paid) consultants – “Subject Matter Experts” – from CDS Consulting Co-op: Mark Goehring and Thane Joyal. (Remember those CBLD ‘Fresh Start‘ Bylaws?)

But, ask yourself: why would one food co-op board in one state capital wish to end MLPs in ALL the food co-ops in that state? Was this truly their agenda …or the agenda of some entity with wider, state and national interests?

END update.

At the  December 10, 2015 GRC meeting, MS. Abrams provided the names of the people present at the HWFC Board – NYS DOL December 2, 2015 meeting:

James Rogers, NYS DOL Deputy Commissioner for Business and Labor Affairs
Maura McCann, NYS DOL Acting Director of Labor Standards
Michael Pagliolonga, NYS DOL General Counsel
1 woman (name not known) from NYS DOL [3]
Joanmarie Dowling, Dowling Law, PLLC, representing HWFC board
John Vero, Couch White, LLP, representing HWFC board
Ursula Abrams, representing HWFC GRC

This list of attendees and Ms. Abrams written interpretation of the meeting, sent out in the board’s December 3, 2015 Inside Scoop as a Memorandum, are all we member-owners know about this meeting. [4] See the full text of this Memorandum, below.

One of the GRC’s original, prime mandates, as an elected body, was to report directly to membership, in addition to the board – especially when confronted with an out-of-control board. Given the fact of the 700+ person Special Membership Meeting and given that the main purpose of the meeting itself was to absolutely rein in an out-of-control board, the decision of the full GRC to agree to proceed with and participate in this secret meeting – while not informing membership and their three newly-elected board members – verges on, at best, a lack of common sense and/or denial of GRC duties to membership as per the bylaws, or, at worst, total agreement with the machinations of an out-of-control executive committee and, therefore, a total failure of the GRC in its mandated duties to member-owners: that is, the GRC, as a check & balance, failed.

The NYS DOL did not call this meeting. We were not under review or investigation by the NYS DOL. Far from it. Neither did the NYS DOL issue an opinion to HWFC as a result of this meeting: they don’t do that.

The GRC co-chair issued the written opinion.  IMHO, and I am not an attorney, this interpretation of the meeting – and that is all it is, one person’s interpretation – serves to dish out more fear directly to us member-owners about our MLP and, secondly, could serve to place our co-operative directly in the limelight with the NYS Department of Labor (DOL) and any new NYS initiatives involving NYS DOL.

Given the text of the first secret letter, authorized by the board and hand-couried to the NYS DOL on October 26, 2015 – which ignored the existence of member-owners and made clear management & board intent to (secretly) work together to end member-labor at HWFC – it came as an utter shock to learn at the Board meeting on December 15, 2015, that a second secret letter had been sent to the NYS DOL, instructing them to disallow any other parties – save the board’s two legal teams and invited guest – wishing to participate in any meetings between HWFC and the NYS DOL! (Copies of this secret letter are not available. We may need to FOIL NYS DOL yet again.)

Given the fact of this second secret letter to the NYS DOL and the meeting it protected, how have these two secret letters and one secret meeting (it is unknown if there have been others) harmed member-owners’ ability to advocate on our own behalf should an issue ever arise with the NYSDOL? Isn’t it incumbent upon us, as member-owners, to inform the NYS DOL and set the record straight immediately: we were purposefully kept out of the conversation with the NYS DOL, and we member-owners are an interested, legally-invested party to this conversation?

Furthermore, the October 20, 2015 board motion (made at another secret meeting) which authorized this entire operation, had in its text the following unusual terms, “interface” and “entities:”

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. [4]

This motion, the 2nd of two passed at the October 20th meeting, was never rescinded by the board: it was and is still in play.

At its November 3, 2015 meeting, the board rescinded its 1st October 20th motion, replacing it with:

John moved to rescind the Board’s decision of October 20 “to end member labor on the floor and administration by January 1, 2106.” The Board will enact another resolution that will take into account input from the GRC and members. [5]

The GRC has now entered the picture. [6] [7]

Given two secret letters and one secret meeting with NYS DOL which have been uncovered after the fact (and, to clarify, kept secret from member-owners as a class), isn’t it just possible that other “entities,” in addition to NYS DOL, have been contacted by the former board and its lawyers, consultants & lobbyists “in connection with ending member labor?” Did the “interfac[ing]” stop with one NYS DOL meeting? I now find the terms “interface” and “entities” to be deliberately ambiguous in the context of all this secrecy.

Three times, now – that we know of – the (former) board, or, more likely, its executive committee, has appeared to, in secret, utilize an outside regulatory agency – the NYS DOL – as a sneak thief would use a crowbar: attempting to strategically leverage and pry rightful ownership of this food co-operative corporation from member-owners’ hands.

If this one meeting, and the two letters, were intended to act to protect the co-op from harm, due to its MLP, why the need for secrecy? Why go to such great lengths to insure that member-owners were kept in the dark and denied participation?

AN END TO THE SECRECY: LET’S EMPOWER OURSELVES

Let’s get back to the GRC co-chair’s interpretation of the secret NYS DOL meeting, since it’s all we have to work with, for the moment.

Ms. Abram’s written interpretation ends with this statement:

I think our best next steps are to return to the Bylaws Task Force Initiative to absorb and process the clear messages received by the membership advisory referenda voted on at the 11/30 Special Membership Meeting, as well as, the clarifications gained from this meeting with the DOL.

So, given that her final “take away” from this secret NYS DOL meeting is to return to the Bylaws Task Force Initiative and to factor in the advisory votes taken at the November 30, 2015 emergency Special Membership Meeting, we are going to do that, to the best of our ability.

I pass, at this time, on also considering “the clarifications gained from [the] meeting with the DOL.” I leave that, for the moment, to our member-owner attorneys.

Since our board has voted to suspend activities of the Bylaws Task Force, we member-owners can all become the public, transparent, democratic arm of the secret HWFC Bylaws Task Force. We are all owners of this food co-operative; ownership involves some reading & studying and we will start by studying the materials handed out by CDS Consulting Co-op to the secret HWFC Bylaws Task Force.

We have a lot of catching up to do.

So, first, “to absorb and process the clear messages … voted on at the 11/30 Special Membership Meeting,” here is the text of the most pertinent of the three November 30, 2015 emergency Special Membership Meeting advisory ballots, with its election results:

Member review and approval or disapproval of the board’s decision, made at the October 20, 2015, Board meeting and made public on October 23, 2015. “Consistent with the Bylaws Task Force recommendation, the board will end member labor on the floor and administration by January 1, 2106. The board will make a good faith effort to engage the membership in the process.”

Review: The right to reverse Board decisions is based on our Bylaws [330.1;430], the full text of this and all following citations are provided at the end of this document. There will be presentations and discussion prior to the straw poll. Concerns raised include Bylaws [330.5], which grants the Membership the final approval of Member work requirements.

330.1 Membership Rights The Membership has ultimate authority and responsibility regarding the operation of HWFC. The Membership may delegate authority to the Board and Management. Such delegation shall be specific and all residual authority shall remain with the Membership.

430 Review of Board Actions by Membership Any action taken by the Board may be referred to the Membership for approval or disapproval on request by petition for a Referendum or a Special Membership Meeting pursuant to Section 341 or 343.

“DISAPPROVE Board Decision” would disapprove the original board decision to end member labor on the floor and administration.”

504 voters or 85.7% Disapprove the Board’s Decision.

Please also consider the four additional ballots which were voted upon at the emergency Special Membership Meeting and those election results.

Second: scan the list of articles in the list of citations. Pick & chose among all these articles – or methodically read ’em all  – provided to our HWFC Bylaws Task Force by two of the top national consultants working for CDS Consulting Co-op, Mark Goehring, CDSCC CBLD Team Leader and, Thane Joyal, esq.

ALICE IN WONDERLAND DOWN THE RABBIT HOLE
Is this a Bylaws Task Force or a
Better End Member-Labor Task Force?

Hold your horses! Did you just scan the list of citations?

You will note that the majority of the citations provided to the HWFC Bylaws Task Force by Ms. Joyal and Mr. Goehring have virtually nothing to do with bylaws.

One, and only one article relates specifically to bylaws: the boilerplate ‘Fresh Start’ bylaws produced by CDSCC.

Seriously?

A list of sources that has virtually nothing to do with the topic at hand: my university music history professor would simply fail me.

They have everything to do with member labor at US food co-operatives (and what a risky & dangerous business that is) and those pesky member-owner “patronage dividends” that so get in the way of, well, out-and-out profit.

The first citation refers to a document written by Goehring and Joyal, Member labor programs at comparable co-ops and related resources.  Since we must have paid for this research paper, how do we get a copy of it?

Nine of the thirteen citations relate directly to member-labor; fully sixteen (16!) articles out of a total of 19 discuss member-labor and the risks and/or those pesky “patronage dividends.”

My favorite title of all is, Why some Co-ops are killing off their member labor programs. Need I say more?

The only unambiguous bylaws’ citations provided to the HWFC Bylaws Task Force (#12) is a reference to the CDS Consulting Co-op’s CBLD ‘Fresh Start’ Bylaws Template. Please go read these boilerplate bylaws. Compare them to our own, here.

We have recent confirmation, BTW, that these boilerplate ‘Fresh Start’ bylaws were handed out, utilized and promoted during HWFC Bylaws Task Force meetings. These are the bylaws which strip food co-op owners of their power & control and, instead, consolidate it between management & board.

Pay special attention to #4 and #9: the only two local citations from Albany, NY. Why these two sources, one mentioning Governor Cuomo and a new NYS Task Force?

And #10? I am, again, left speechless (as I was after first reading the board’s first 10/26/15 secret letter to the NYS DOL). Although, remember, the HWFC Bylaws Task Force includes all three (3) members of the Leadership Team (management), who clearly wielded significant influence. (“One shareholder, one vote” is code for dis-empower member-owner power & control. See this document, from the top of the page, yet again.)

In the triple interests of academic freedom, need-to-know by every single working, voting, member-owner of the Honest Weight Food Co-operative, and we-collectively-paid-for-’em-so-their-our-property, I am ignoring the gag order on the bottom of the FAQ.

Yes, that’s right. Printed on the bottom of every single page of this FAQ is the following statement:

Revised: November 9, 2015. This document is confidential and provided for the sole purpose of internal Co-op discussions. This document may not be disclosed in any manner (including photos) to any third party or used for any other purpose without the express, prior written permission of the HWFC’s Board of Directors.

A gag order   …on each footer   …of a FAQ   …of a co-op doc.

Did you ever?

I guess one is not supposed to, well, frequently ask questions.

POOR CDS CONSULTING CO-OP RESEARCH HABITS?

Since the three citations from Laddie Lushin (an attorney, nationally-famous and esteemed for his legal views supportive of co-operatives and, as well, member-labor programs, who limits his work to co-operatives and nonprofits) are missing their URLS – conveniently provided for all the other articles in the CDSCC list, below – I have dug up what I could quickly find on the internet, and am also contacting Mr. Lushin to ask for him for URLs, email copies, or hard copies of all his published articles:

6.     Co-op member labor programs under the Fair Labor Standards Act: A matter of economic reality, by Laddie Lushin, published by Laddie Lushin, 2009.
http://www.eastendfood.coop/wp-content/uploads/2014/10/Laddie-Lushin-article.pdf

7.     Summary of patronage dividend requirements for consumer co-ops, by Laddie Lushin, published by Laddie Lushin, 2011.
http://playhouseflicks.webplus.net/PATRONAGE%20DIVIDEND.pdf

8.     Member labor and federal employment taxes, by Laddie Lushin, published by Laddie Lushin, 1994.
(Could not locate URL. HWFC new BTF members, help!)

Why weren’t articles like these included in this list of sources? For example: you must read this Nov-Dec 2010 article by Laddie Lushin, published in the Cooperative Grocer (a publication of the Cooperative Grocers Network), A Trojan Horse in Our Midst Ten Faults of the Uniform Limited Cooperative Association Act, (wherein he comments on an article of Thane Joyal’s) and his follow-up letter to the editor in Jan-Feb 2011’s Cooperative Grocer, A quagmire of vacuous happy-talk, which is responded to by the editor, Dave Gutnecht, Do we have your attention?: this repartee occurring in an article entitled, “Flexible or Flawed” Co-op Laws. Finally, here are all of the articles referenced in Laddie Lushin’s Jan-Feb Letter to the Editor, from the Nov-Dec 2010 issue of Co-operative Grocer.

Why wasn’t this bylaws’ article by Laddie Lushin, Assessing the Adequacy of Your Co-op Bylaws; or another article by Lushin, Securities Laws And Co-op Member Loan Programs included?

Both Joyal (and Gutnecht, above, then editor of the Cooperative Grocer)  are given ample advertising in the list of citations, provided, below, by CDS Consulting Co-op.

Of interest, CDS Consulting Co-op is one of the sponsors of the Cooperative Grocers Network, as is National Coop Grocers and National Cooperative Bank. HWFC is a member of the Cooperative Grocers Network and also National Coop Grocers (NCG).

Google Laddie Lushin and: co-op; co-op bylaws;  co-op member labor and see what you find. Seems a pretty  significant US co-operative source to me, especially about co-op governance and bylaws.

NB to any interested HWFC new BTF Research Assistants: Get to work! Laddie Lushin. Post what you find out, below.

 THE LIST OF CITATIONS. FINALLY! Jeez Louise already!

Without further ado, we member-owners paid for ’em and we’re on a need to know basis, so here are the citations and all those “bylaws” articles, ready for your reading pleasure as a new member of the public, transparent, democratic arm of the (secret) HWFC Bylaws Task Force…

…yes, sorry to say, I am one of those professors (and I am full of hot air given that I teach a historical woodwind instrument called the recorder, so there is a lot of hot air to go around!) who always has just one more book to toss a student’s way.

So, for extra credit you may as well start with the actual HWFC Bylaws Task Force FAQ which precedes its list of citations, here.

~~~

HWFC Bylaws Task Force FAQ Citations, copied verbatim:

1.     Member labor programs at comparable co-ops and related resources, by Mark Goehring and Thane Joyal. Prepared for HWFC Bylaws Research Team, May 15, 2015. This paper contains the full text of the following articles:

a.     Member labor, member loans threatened, by Dave Gutnecht and Robin Seydel, Cooperative Grocer #032, January – February 1991
http://www.cooperativegrocer.coop/articles/2010-01-26/member-labor-member-loans-threatened .
b.     Who benefits from Co-op member labor? by Dave Gutnecht, Cooperative Grocer #034, May-June 1991
http://www.cooperativegrocer.coop/articles/2004-01-09/who-benefits-co-op-member-labor .
c.     A “non-working, non-worrying” member by Paul Cultrera, Cooperative Grocer #036, September-October 1991
http://www.cooperativegrocer.coop/articles/2004-01-09/non-working-non-worrying-member .
d.     Exemption Sought for Co-op Member Labor Programs, Jul/Aug 1991 by Staff Cooperative Grocer #035
http://www.cooperativegrocer.coop/articles/2004-01-09/exemption-sought-co-op-member-labor-programs .
e.     Who’s Watching Member Labor in Retail Food Cooperatives, by Thane Joyal Jan/Feb 2012
http://www.cooperativegrocer.coop/articles/2012-01-18/who’s-watching-member-labor-retail-food-cooperatives .
f.     Member Labor Issues for Retail Food Co-ops, by Nancy Moore Sept/Oct 1992
http://www.cooperativegrocer.coop/articles/2004-01-09/member-labor-issues-retail-food-co-ops .

2.     Who’s watching member labor in retail food cooperatives?
By Thane Joyal. Cooperative Grocer, January/February 2012

3.     Why some Co-ops are killing off their member labor programs by Alicia Freese,
http://www.sevendaysvt.com/vermont/why-some-co-ops-are-killing-off-their-member-labor-programs/Content?oid=2425859

4.     Who checks minimum wage cheats? By David B. Caruso, Associated Press. Published 10:54 pm, Sunday, August 9, 2015 –Times Union,
http://www.timesunion.com/news/article/Who-checks-minimum-wage-cheats-6434549.php

5.     Waking the sleeping giant: Recognize patronage dividends for what they are —co-op capital, by Marilyn Scholl, with Joel Dahlgren and Bruce Mayer,
http://www.cooperativegrocer.coop/articles/2010-06-04/waking-sleeping-giant.

6.     Co-op member labor programs under the Fair Labor Standards Act: A matter of economic reality, by Laddie Lushin, published by Laddie Lushin, 2009.

7.     Summary of patronage dividend requirements for consumer co-ops, by Laddie Lushin, published by Laddie Lushin, 2011.

8.     Member labor and federal employment taxes, by Laddie Lushin, published by Laddie Lushin, 1994.

9.     Governor Cuomo announces statewide task force to combat worker exploitation and abuse throughout New York State, Press release dated July 16, 2015.
https://www.governor.ny.gov/news/governor-cuomo-announces-statewide-task-force-combat-worker-exploitation-and-abuse-throughout .

10.     Letter to the HWFC Board of Directors, received July 9, 2015 from HWFC Department Managers in support of “one shareholder, one vote.”

11.     Patronage Primer,
http://library.cdsconsulting.coop/wp-content/uploads/Patronage-Dividend-Primer.pdf

12.     Fresh state bylaws template guide, published by CDS Consulting Co-op, 2012,
http://library.cdsconsulting.coop/doc/fresh-start-bylaws-template/ .

13.     CBLD policy template, published by CDS Consulting Co-op.
http://library.cdsconsulting.coop/doc/cbld-policy-template/ .

END Bylaws Task Force FAQ Citations

~~~

[1] The facts about this secret meeting were confirmed at a public meeting of the GRC, held on December 10, 2015 at HWFC.

[2] Acting-President Deb Dennis verbally confirmed during the December 15, 2015 board meeting – to a packed room at the Unitarian Church – that she had, in fact, been the one to speak to Ms. Abrams and request that she keep the NYS DOL meeting secret.

[3] The unknown NYS DOL employee present at the 12/02/15 HWFC-NYS DOL meeting is still unknown. Neither John Vero, Joanmarie Dowling nor Ursula Abrams could remember her name when asked at the 12/15/15 board meeting, but assured member-owners they would find out. The information was never forthcoming.

[4] Here is the complete text of the Memorandum, sent to the entire HWFC Membership and community, via the board’s publication, the “Inside Scoop:”

INSIDE SCOOP

December 3, 2015
News and Views from the Honest Weight Board of Directors

HWFC MEETING WITH THE NEW YORK STATE DEPARTMENT OF LABOR MEMORANDUM

TO: HWFC Board of Directors and Membership
FROM: Ursula Abrams, Governance Review Council
DATE: December 3, 2015

As your elected Governance Review Council (GRC) member, and at the request of the Board of Directors, it was my honor to represent the HWFC Membership at an informational meeting with the NYS Department of Labor (DOL) on Wednesday, December 2, 2015. I am submitting this report in two sections: 1) a kind of verbatim recounting of what was asked and what was answered; and 2) some highlights of my own “take aways.”

I am not spending time on perfecting this report because I want to get it to you as expeditiously as possible. I am sending this directly to the Board Administrator to be sent out to the Board and the Membership at the same time. Although I am not including it here, I have some new ideas about how a re-formed Member Labor Program could be structured so as to minimize our legal risks and yet retain our community. I hope to be able to share those ideas in future meetings together.

1. WHAT WAS ASKED AND ANSWERED

Attendees

The meeting, which lasted about an hour, took place at the DOL offices on the State Campus. In addition to me, the Co-op’s two attorneys, Joanmarie Dowling and John Vero, were in attendance. From the DOL were representatives from Labor Standards, Worker Protection and the General Counsel’s Office.

We made brief introductions and were then asked to make a presentation. Joanmarie provided an overview of HWFC, describing it as being a for-profit corporation that has been in existence since 1978. She said we have approximately 12,000 shareholders, of whom approximately 1,100 are also member-owners. There were a few questions from DOL such as “how does a person become a shareholder?” and whether all member-owners were also shareholders.

When we described the monthly and weekly work requirements needed to become a voting member-owner, they posed a question about the ratios between member-owners and paid employees — which we could not answer.

We described four (4) general categories of work assignments: governance and committees, community outreach, education and store activities.

DOL’S QUESTION: OWNERS OR UNPAID WORKERS?

DOL then introduced the question of whether member-owner workers were subject to minimum wage requirements, saying this was their primary question in situations where work is being performed without compensation. They seemed to have very little interest in how the governance policies are structured and the fact that all committees are run by  member-owners. All of their questions were directed to how the store operates and the relationship between the paid and unpaid workers.

In the midst of this discussion, General Counsel produced a letter from January 25, 1990, written by a DOL attorney to the Chair of the HWFC Personnel Committee (Richard Celani). The letter, referred to as a Legal Opinion, was in response to an apparent HWFC inquiry about the applicability of minimum wage requirements to member-owner labor at Honest Weight. They said the 25-year old letter was the only opinion they had found in preparation for our meeting, other than a Federal Labor Standards Act 1997 opinion letter.

DOL explained that the threshold question they would need to determine – if they were ever to instigate an investigation -was whether, in the eyes of the Department, member-owners were truly “owners” or actually “employees.” They said the only way they could come to a definitive answer, would be to conduct a “full investigation” – which they recommended we not request.

We told them that HWFC was considering different options for a governance re-structuring including updating the bylaws and that we welcomed any guidance they could offer.

RISKS AND ANALYSIS

DOL warned of potential risks from class action law suits, member – labor loss – of – wages complaints, and investigations by other agencies, including the U.S. DOL. They emphasized seven (7) times (by one of our counts) that the potential risks of being found out of legal compliance were high. At the same time, they said they were not currently investigating us and – while a complaint could be filed any time-barring such an occurrence, we were not on their shortlist of companies to review.

In discussing what kinds of facts and activities they look at when making the determination as to whether workers are legal “employees” (and therefore protected by minimum wage) they listed the following “tests”:

  • Is the non-paid worker “displacing” a paid worker?
  • Is the “owner” controlling and managing the work they are doing?
  • Does the “owner” share in the company’s profits? (and, is there a fair distribution?)
  • The “Economic Realities” test.

They mentioned problems that they look for such as including a determination as to whether workers were – in reality – “employees for a non – cash wage.”

DOL Labor Standards’ investigations focus on what is actually happening in the store on a daily basis rather than what our various governance documents might say. If they were to investigate and observe workers laboring under the control, direction, schedule, and management of someone else, then their inclination would be to see the potential for abuse and exploitation of workers. They offered an example of a theoretical construction company which offers 1% of its stock to “shareholders” who are then “owners” and therefore do not fall under the protections of minimum wage requirements.

There was some discussion about the problems of having paid and unpaid workers performing the same tasks side-by-side. They mentioned having read in the newspaper that HWFC was considering removing member-owner labor from the “floor” of the store. We responded that the scenario was one of many possibilities but that it was not a preferred path. We told them clearly that there was a strong desire to retain the Member Labor Program. We talked about the culture of the store and the critical impact member-owner labor played in the Co-op’s community. We asked if the Owner versus Employee analysis becomes easier if the employee-labor were smaller and more contained. They responded that such a scenario NOW would raise the issue of “displacing workers” to a high level.

2. MY TAKE AWAY

  • With regard to the different opinions about the liability risks currently facing HWFC that have been voiced over the last 6 months: everybody’s right. The risks are real; they are significant; they could shut us down. ALSO: they are not imminent…UNLESS somebody files a complaint tomorrow. “DOL is a complaint – driven agency.”
  • Our attorneys are great. They have knowledge and creativity and will work to fully address the question(s) that are posed to them. Having worked with them before, during, and after this meeting, I came to better appreciate their predicament in trying to represent a co-op which is, itself, divided. I had no sense that either Joanmarie or John had any “agenda” of their own.
  • In addition, it has become increasingly apparent, that we have many judges and attorneys in our membership. I think we should have a Legal Committee to help put together legal issues and/or legal perspectives on issues facing the Co-op.
  • The issues around confidentiality and building a business in a competitive society are simply incompatible with co-op principles. We cannot have both Transparency AND Confidentiality. Because the Co-op exists in a society which follows an adversarial legal system, the open sharing of all information among all Co-op members increases our risk of litigation. For example, if we, the Membership, decide to take our chances and continue the status quo, how should we communicate that? It is not the DOL who is going to care; but it could be Trader Joe’s or Whole Foods. Once the DOL (State or Federal) receives a complaint, they are OBLIGATED to investigate. Everything that has been discussed in the news, and now between the Co-op and the DOL, provides evidence that we, as an organization, have fore-knowledge of these potential risks in our labor practices.
  • I think our best next steps are to return to the Bylaws Task Force Initiative to absorb and process the clear messages received by the membership advisory referenda voted on at the 11/30 Special Membership Meeting, as well as, the clarifications gained from this meeting with the DOL.Onward!
    Ursula

[5] HWFC member-owners, please go to the HWFC website and read the board minutes for the October 20, 2015 meeting, section 4 [2 hour 40 min. executive session, followed by two public votes].

[6] Member-owners may read the minutes of the November 3, 2015 board meeting here.

[7] The November 17, 2015 board minutes are missing from the HWFC board’s webpage and ratified motions from that meeting, therefore, are also unavailable. There was a secret executive session meeting, prior to the meeting being opened to member-owners, lasting 80 minutes; we know that at least one GRC member attended. This was the only Board meeting at which the GRC could have been formally asked by the board to participate in any communications with the NYS DOL.

GRC minutes from this time period are also not available.

~~~~~

Never doubt that a small group of thoughtful, committed citizens can change the world. Indeed, it is the only thing that ever has.
Margaret Mead

=================================================
Grassroots Action: One HWFC member-owner individual, family, and employee at a time …we can reach every HWFC member-owner if we ALL work it.
Build Capacity: If everybody does their little bit (or a bigger bit if they can),
we build our capacity day-by-day.  Read like the dickens, get up to speed!
Have faith: It simply works!
You are the PR: Be factual, be calm, don’t attack anyone personally, and please do be impassioned about saving our member-owned, locally-owned & controlled co-operative!

This is co-operative, in action!
Laura

GRASSROOTS ACTION and Executive Committees ARE POWERFUL!

Posted by Laura Hagen, HWFC Member-Owner

Here are today’s Grassroots-Grows-Capacity Action Steps:

1. Take a break! Celebrate! Revel! Prepare for the solstice, mid-winter, your family’s own religious festivities and … the upcoming New Year! Hang up lights, light candles, invite in family & friends, eat, drink and be merry! Only 15 more days until we say good-bye to 2015 and only 15 more days to plan for your New Year’s Eve blast-off celebration!

And Hear Ye the news:

Last night, at the first HWFC board meeting since our historic emergency Special Membership Meeting (SMM) on November 30, 2015, the board of directors & membership welcomed newly-elected members Nate Horwitz, Carolynn Presser and Kate Doyle.

The board immediately voted to alter the meeting agenda and place elections at the top of the list for the night’s meeting, and promptly conducted an election for two vacant Executive Committee seats: President and Secretary.

A vote was taken and Nate Horwitz was elected as the new President of HWFC and Carolynn Presser as our new Secretary. Congratulations to both!

Nate took immediate charge of the meeting and, following hard on the election of President and Secretary, a motion was put forward to call for a vote on ousting from the executive committee the acting-President, Deb Dennis, and the Treasurer, Leif Hartmark. Kate Doyle cited the votes of non-confidence for these two board members (very close to the 75% needed to oust a board member) expressed by member-owners at the SMM on November 30th.

In short order the vote was taken and five members of the board, Nate Horwitz, Carolynn Presser, Kate Doyle, Ned Depew and Daniel Morrissey voted to remove Deb Dennis and Leif Hartmark from the executive committee; they will, however, continue to maintain their board seats. Kate Doyle was elected as our new Treasurer and Ned Depew as our new Vice-President.

Honest Weight Food Co-op members you have brand new leaders!

President: Nate Horwitz
Vice-President: Ned Depew
Secretary: Carolynn Presser
Treasurer: Kate Doyle

So, in addition to the four executive committee members our newly-configured Honest Weight Food Co-op board of directors includes Daniel Morrissey, Rossana Coto-Bates, Roman Kuchera, Leif Hartmark and Deborah Dennis.

Nate, you did a wonderful job assuming the gavel!

Reflect back to our historic Special Membership Meeting: 16 days ago, 720 of us showed up, the largest HWFC meeting in our 39 year history. We voted in three new board members. We ousted one board member. We expressed strong votes of non-confidence and censure for four additional members of the current board. We affirmed our right to maintain member-owner control of our member-owner labor program (MLP). And we expressed non-confidence in our current management (Leadership Team) and want to see a change in our management structure.

Today, only sixteen days later! our voices expressed together through democratic process, have resulted in the removal from the seats of power of two of those board members whom we felt did not reflect the mission, values and spirit of our co-operative.

Member-owners, you participated in this incredible, awesome shift in the direction of our co-operative! In only 53 days of hard, co-operative, dedicated work, we shifted the tide: that October 23, 2015 small piece of paper tacked to the board’s bulletin board started this grassroots’ action. Congratulations to each and every one of us!

Don’t let anybody tell you old-fashioned cork bulletin boards aren’t effective as tools for systemic change!

Lots more happened at last night’s meeting. A ton more! It was a 5 ½ hour board meeting, before the board recused itself in executive session to discuss legal and personnel issues. They were still going strong when we all left at 11:30pm.

So, member-owners I can’t update you as to decisions made last night, at least not today! Well, except for one:

I can tell you that the cord has been cut on this pack of consultants that has been charging our co-operative an arm and a leg (wait until you hear how much), moving at lightning speed to force new (secret, nationally-promoted, boilerplate) bylaws on us, and manipulate us member-owners from within with all the nefarious tools at a Strategic PR Consultant’s fingertips. The board voted to have a 60-day moratorium on the use of all consultants hired by the former executive committee or board of this co-operative (except for legal services and physical plant issues), until they can conduct a complete review. However, the board was going to discuss the excessive use of two law firms in executive session; the outcome of that conversation is unknown at this time.

(…and the PR Strategists’ spin just keep spinnin’: we learned last night about a supposed “AP reporter” who interviewed (former) acting-President Deb Dennis two weeks ago (two weeks ago would have been December 2nd, the date of that secret meeting at the NYSDOL and, as well, our Special Membership Meeting on November 30th) and took photos at our co-op yesterday. Turns out, Deb said he was put in touch with her by Corning Place Communications, the PR & lobby firm the board hired in April, 2015 and re-hired in October, with work beginning on October 16, 2015 (the same exact day that that 1st Times Union article came out …hhhmmm.) Apparently, somebody gave the “AP reporter” (who would not identify himself by name nor did he display press credentials at the co-op this week…thank you to a very alert member-owner Chris Colarusso) Nate Horwitz’s phone number and Nate, not having been told that this may be an orchestrated “synthetic media” in-the-making operation, did the interview. Nate was asked, in specific, to comment about our member-owner labor program (MLP).

Deb would not disclose to the board and membership what the content of her interview with this “AP reporter” was.

Who was this “AP reporter?” Why was Nate the only board member called for an interview (that we know of), outside of Deb Dennis? Did he ask questions about the Special Membership Meeting with 700+ people in attendance (how could any reporter resist that?) or was he only interested in the secret NYS DOL meeting attended by 7 people, two days later? Was Corning Place Communications – with whom the former board contracted to pay $5,000 a month (!) for Strategic PR, crisis communications, and lobbying starting in October – tasked by (former) acting-President Deb Dennis to seek out this particular (national) coverage at this particular time? Had to be Deb, because two weeks ago, just after the SMM elections, there was no legally-functioning HWFC Executive Committee to make the decision. Unless the three-person executive committee made this decision before the SMM? And told no one.

Oh, and BTW, why is somebody maneuvering HWFC to have national media attention & exposure … involving member labor at a NYS food co-operative and just around the same time there was a secret meeting with the NYS DOL … about member labor at our NYS food co-operative?

More about “synthetic media,” “democracy-for-hire,” “media manipulation,” or “source journalism,” in my next post. Fake grassroots at its best.

So, yet another secret meeting by the former leadership of this co-operative comes to light – this time with (perhaps) the AP & national print media.

And if I can find out the name of this “AP reporter” I’ll report back. Maybe this is legit; time will tell.)

What I can do today is tell you how important it is that you continue your involvement in the meetings and inner workings of our co-operative. The newly-configured board has its work cut out for it. And they simply cannot do this alone, that is not how this works.  In fact, it won’t work very well without your involvement.

You have to be there! You have to be engaged. You have to participate. Our co-operative is under threat by nationally-based forces and that threat is not gone. We are now confronting it with eyes open, but locally-controlled, member-owned co-operatives across the United States are falling, failing, losing control, and losing the ability to create and manage their own future’s independently. We don’t want to be one of them!

Here is the lesson learned: if we don’t with due care & diligence “watch our borders,” monitor the leadership whom we empower and also help the leadership whom we empower, that leadership could go off in a direction we don’t choose, we don’t agree with and we don’t want … which is what happened here at Honest Weight Food Co-op.

We still have a lot of housecleaning and re-ordering and course-correcting to do. This will take months. The new executive committee and the newly-configured board cannot do this without you being there, participating in committee work, attending meetings and continue to “be in the know” in our community.

So, show up, pick a committee, take one small part of HWFC and make it your own, with the help of other member-owners and member-owner staff. Make the change from being a shareholder and become a member-owner by working three hours a month. Make new friends, pick a shift and show up every week. Whatever! There are many places to plug in and we member-owners need to create even more places for us to feel like our co-op is not only a store where we buy food, it is a community, a place where we can hang our hats and call it – for three hours (or more!) a week – home.

So, the next HWFC board of directors meeting is on January 5th. The next membership meeting is January 24th. Calendar them in now!

And please introduce yourself to each other when you work. Share emails and phone numbers, go out for a cuppa at Starbucks or Lil Buddha, take a walk together at Five Rivers or on the bike path along the Mohawk or at a (warm) local mall!

I am meeting more and more wonderful, kind and friendly people, the more I engage with my co-operative community, the one we all call the Honest Weight Food Co-op. And that is enriching and supporting my own life and my family’s life, here in Albany and the greater Capital District …and growing my own local roots even deeper and stronger. My own brother came to last night’s meeting to show support for all of us and, as a former HWFC member, maybe he’ll either join again, or go join a co-op nearer to his home!

So, as one of the many organic gardeners here, I can’t tell you how life-affirming this is to me: growing strong roots within a community which I love. Roots which are lengthening and strengthening even as winter plans to settle in on us.

They don’t call it grassroots for nothin’!

And – for all of us, for today – please don’t sit silent and just read today. Today, write! Drop a post, below and share something about our co-op here at Honest Weight, our community, which is important to you. Something which enriches you, makes you stronger, more resilient …or just plain  happier!

So, pen to paper – so to speak – and hit that send button…

…right now.

~~~

PS I know, I am incorrigible but this is the musician in me.  Please go practice The Ant Song!  Whoops, there goes another problem, kerplop!

Never doubt that a small group of thoughtful, committed citizens can change the world. Indeed, it is the only thing that ever has.
Margaret Mead

=================================================
Grassroots Action: One HWFC member-owner individual, family, and employee at a time …we can reach every HWFC member-owner if we ALL work it.
Build Capacity: If everybody does their little bit (or a bigger bit if they can),
we build our capacity day-by-day.
Have faith: It simply works! It is simply working! Grassroots baby!
You are the PR: Be factual, be calm, don’t attack anyone personally, and please do be impassioned about saving our member-owned, locally-owned & controlled co-operative!

This is co-operative, in action!
Laura

GRASSROOTS ACTION and Monthly Board Meetings ARE POWERFUL!

Posted by Laura Hagen, HWFC Member-Owner

Here are today’s Grassroots-Grows-Capacity Action Steps:

ONE THING TO DO!  SHOW UP TO A MEETING!

Today the message is short and sweet (y’all need a break after the recent encyclopedic Bylaws ~Broadside~). So, one thing only to put on the calendar and the TO DO List:

1. Tomorrow, Tuesday, December 15, 2015, is the monthly meeting of the Honest Weight Food Co-op board of directors. Because the board anticipates a large turnout – and more than 720 of us turned out 16 days ago for an emergency Special Membership Meeting! – please note the change in location. The meeting will be held at the:

Emerson Community Hall
First Unitarian Universalist Society
405 Washington Avenue
Albany, NY (between Robin & Lake)

The meeting will begin at 6:00 PM.
Please click here for the agenda.

This is the first board meeting for three new board members whom you – member owners – voted for at our historic Special Membership Meeting on November 30, 2015: Nate Horwitz, Carolynn Presser and Kate Doyle.

What a wonderful expression of democracy-in-action and solidarity on November 30th! And people we need to see that again. Our community needs to come together to celebrate new directions, new energy, change and working together for our common cause of food & community!

So, please show up tomorrow night with a spirit of welcome, co-operation, and shared purpose!

~~~

ALERT to all you mid-winter celebrators & Medievalists: The winter solstice occurs on December 21, 11:48 P.M. EST. The dark triumphs … but oh so briefly.

And of course it is the changing of the seasons and time for a song – with  me being a musician and all – so without further ado, something I think we can all relate to, from our own local boys – known from Brattleboro to Albany and many points in between, Nowell Sing We Clear! John Roberts, Tony Barrand, Fred Breunig and Andy Davis singing, Rise Up Jock!

Laura & Tim <smile> and so many, many local families & their children and all the grandparents and all the local dancers & musicians …miss ya this year! And, John, Tony, Fred & Andy, we especially miss – and boy do we still need – the sage & erudite political commentary of that rowdy, disreputable group of Mummer’s who rag-tagged along with you!

So it’s Rise up Jock and sing your song,
For the summer is short and the winter long,
Let’s all join hands and form a chain
‘Til the leaves of springtime bloom again!

And why sing one song when you can just as easily sing two!  Just because this is such an awesome, celebratory song, here are the boys singing Chariots, also known as The Carol of the Alliteration, written by yet another wonderful musician, John Kirkpatrick. This is from their Old Songs Nowell Sing We Clear performance in Altamont, New York in 2012.

Go grab some mead and warm up those vocal cords! You can safely sing in the shower, bellow while busking, hum it in harmony and (of course) chime in with the children!

And for those of you who want all those alliterations to just trip off the tongue lightly …as Tony would instruct us, open up your hymnals

There is a special line in this song just for all you local recorder players out  there … So learn your tunes well and play your pipes proudly …and as a recorder teacher & performer I would be remiss in not reminding you to practice well! (Paul Rosenberg put down the fiddle and perform a little more on that recorder now and agin!)

And for all of us, let that line of pure melody soar in your soul…and swear that your singing it never shall cease…

As a candle can conquer the demons of darkness
As a flame can keep frost from the deepest of cold
So a song can give hope in the depths of all danger
And a line of pure melody soar in your soul
So sing your songs well and sing your songs sweetly
And swear that your singing it never shall cease
So the clatter of battle and drums of disaster
Be drowned in the sound of the pipes of peace

Of the power of human voices gathered together in jubilation to sing and celebrate! Nowell Sing We Clear John, Tony, Fred, Andy – this you taught us and with that blessed our families! We miss you and we will sing sweetly this holiday season, without you, and in your honor! Wassail! to you and your families!

Never doubt that a small group of thoughtful, committed citizens can change the world. Indeed, it is the only thing that ever has.
Margaret Mead

=================================================
Grassroots Action: One HWFC member-owner individual, family, and employee at a time …we can reach every HWFC member-owner if we ALL work it.
Build Capacity: If everybody does their little bit (or a bigger bit if they can),
we build our capacity day-by-day.  Boy, are we ever!
Have faith: It simply works!
You are the PR: Be factual, be calm, don’t attack anyone personally, and please do be impassioned about saving our member-owned, locally-owned & controlled co-operative!

This is co-operative, in action!
Laura

GRASSROOTS ACTION and current bylaws ARE POWERFUL!

Posted by Laura Hagen, HWFC Member-Owner

UPDATE 12/08/15: New Times Union Letter to the Editor printed Tuesday, December 8, 2015: Dedication Drives the Co-op’s Success by HWFC employee Janet Topal.

UPDATE 12/08/15: Just received a copy of a Letter to the Editor published in the Windham County, Vermont The Commons, written by Mimi Yahn. See below, #3, for more information about a Vermont Co-op’s struggle with issues similar to HWFC member-owner’s: bylaws’ control & CDS Consulting Co-op influences.

Here are today’s Grassroots-Grows-Capacity Action Steps:

1. Come to the  Governance Review Council (GRC) meeting, on Thursday, December 10, 2015 at HWFC at 6:30PM.

It is my expectation that the GRC will be explaining its role in the secret NYS DOL meeting, which occurred on Wednesday, December 2, 2015, as well as its role in the subsequent written interpretation of that secret meeting.

Read Rebecca Tell’s Wednesday, December 2, 2015 post for more information.

Please also ask the GRC to provide copies of the secret draft bylaws to the HWFC community; four GRC members serve on the HWFC Bylaws Task Force.

The only way you will get answers is to come to the meeting, please plan to attend.

2. Come to the HWFC Board of Directors’ Meeting on Tuesday, December 15, 2015 at 5:45pm at FUUSA – First Unitarian Universalist Church at 405 Washington Avenue, Albany, NY.

Welcome the three newly-elected members to our board of directors: Nate Horwitz, Carolynn Presser and Kate Doyle!

Nate, Carolynn and Kate were the top three candidates of a full slate of 13 qualified candidates, at HWFC’s historic emergency Special Membership Meeting, held on Monday evening, November 30, 2015, and attended by over 620+ voting member-owners and 65+ interested & involved shareholders!

This will be the first meeting of the newly-configured HWFC board. The board will be voting to fill positions on its executive committee.

Yes, it’s the holiday season and we’re all busy.  But, HWFC community members, please come out and show your support for a newly-configured board and celebrate the power of democracy and member-owner voices pulling together to save & strengthen our locally-owned and operated food co-operative!

3. Read these articles & letter by Mimi Yahn, a member-owner of a co-op over in Putney, Vermont. Ms. Yahn’s researched & well-written articles will give you a clearer picture of troubling things happening to food co-ops all over the United States: the corporitization and loss of local control of American, member-owned community food co-operatives.

She discusses CDS Consulting Co-op (CDSCC), a consulting firm with which her co-op board worked, with a corporate address, by the way, in Putney, VT.

The HWFC board executed a contract with CDS Consulting Co-op in December, 2014; there is evidence that they have been working with CDSCC since at least 2009. CDSCC assistance to the HWFC board includes their program called Co-operative Board Leadership Development (CBLD) with its ‘Fresh Start‘ Bylaws Template.  This is a program which helps boards and management develop a stronger working relationship – to the apparent exclusion of member-owners.

Read Ms. Yahn’s articles & letter and see if you find similarities between her experience and our own member-owner experience here at HWFC. Pay close attention to discussions about new bylaws, the consolidation of power between the board & management, and the exclusion of local, member-owner control.

There are two published versions of Mimi Yahn’s article and one letter to the editor:

Losing Our Principles was published on January 14, 2015, by The Commons Online. “The Commons, Commonsnews.org, and the Media Mentoring Project are projects of Vermont Independent Media, a nonprofit source of news and media education in southern Vermont.

A slightly different version of Ms. Yahn’s article was published on February 4, 2015 entitled Searching for Democracy at the Putney Co-op. (Please also read the readers’ comments at the end of the article.) The publisher, VTDigger.orgis a statewide news website that publishes watchdog reports on state government, politics, consumer affairs, business and public policy.

UPDATE December 8, 2015: Here is a February 11, 2015 Letter to the Editor in The Commons, by Mimi Yahn, Still Searching for Democracy at the Putney Food Co-op,  updating her article Searching for Democracy at the Putney Co-op.

Here is a response to Ms. Yahn’s article, posted on January 28, 2015 by five (anonymous) Members of the Brattleboro Food Co-op: Disheartened that our co-op speaks with one voice and listens with one ear.

4. HWFC member-owners, we have so inspired Mimi Yahn that she wrote letters of thanks to us (and see below, in comments). That is indeed high praise!

5. Keep our current bylaws!  Read the Bylaws Broadside, below.

~THE BYLAWS BROADSIDE~

KEEP OUR CURRENT BYLAWS!

(Please prepare a large, strong pot of coffee or tea…)

And when you’re done here, go read Part II GRASSROOTS ACTION and Bylaws (Again) ARE POWERFUL!.

Given the unstoppable, unchangeable, relentless, systemic move over the last 8-9 months – by the (former) HWFC board, its two (2) teams of lawyers and at least three (3) teams of Strategic, PR and Organizational Change Consultants  – to convince us to to ratify new bylaws at the January 24, 2016 Membership Meeting, here is brand new information to consider.

The draft bylaws which the (former) HWFC board is promoting, were produced in secret. The HWFC Bylaws Task Force (BTF) includes a very small number of member-owners, the board, the LT (management), members of the GRC. It also includes consultants and two legal teams, all hired by the board. The BTF’s work started in April 2015.

The two law firms are Joanmarie Dowling Law, PLLC, and Couch White, LLP. Couch White is notable in that it has offices not only regionally, but in NYC and Washington, D.C.

The lawyers won’t talk, that’s a given.

The members of the Bylaws Task Force can’t talk because they all signed a non-disclosure agreement.

One of the consultants is Shem Cohen of Change Events who is under contract to provide help with the HWFC Strategic Planning process; [1] that also started last spring. There is some kind of relationship between the HWFC Bylaws Task Force and the HWFC Strategic Planning process, but it’s very murky and difficult to tease out: only the board & consultants are privy to the interconnections.

Mr. Cohen’s website states that he helped the Federal Reserve Bank “through a challenging and complex strategic planning initiative.” [2] The Fed! So, with those credentials (helping America’s most secret of entities to re-organize itself …to stay secret?), I’m fully confident that his lips will be sealed over a set of secret draft bylaws from a food co-op in upstate New York.

The second Strategic PR firm being utilized by the board is Corning Place Communications,

an award-winning, full-service strategic communications and public affairs firm located in Albany – New York’s capital city. At Corning Place, we are committed to client success – and our specialty is government-oriented communications.

Josh Poupore works for CPC; they were retained by the HWFC board in April 2015. He is active locally in the Public Relations Society of American. Corning Place Communications is a partner of Hinman Straub, among the top-ten lobbying firms in NYS.

Josh Poupore was present at the board’s 2 1/2+ hour secret executive session on October 20, 2015: a meeting which excluded member-owners and included the entire (former) board, two legal teams – Couch White and Joanmarie Dowling – the three-person Leadership Team (Management) and Shem Cohen, of Change Events.

The third team of consultants comes from a nationally-known firm called CDS Consulting Co-op, which offers training to, in particular, food co-op boards & management: training to assist them in developing stronger working relationships together. This appears to be at the expense of the member-owners of the co-operative.  The HWFC board contracted with CDS Consulting Co-op in December, 2014; the specific CDSCC service the board contracted for at that time is its Co-operative Board Leadership Development program (CBLD), which includes the CBLD ‘Fresh Start’ Bylaws Template.

In fact, CDSCC’s Mark Goehring & Thane Joyal created a brand new document just for the HWFC board and its Bylaws Research Team, dated May 15, 2015, called Member labor programs at comparable co-ops and related resources. [3]

Red Flag #1

Since we already have a Bylaws Task Force, just what is this Bylaws Research Team and just who is on it?

Red Flag #2

There’s also an HWFC Bylaws Panel? What! Just how many committees are currently revising our bylaws at Honest Weight Food Co-op? Just what is this Bylaws Panel on just who is on it?

Red flag #3

So just who’s on the HWFC Bylaws Task Force? [4]

Six member-owners.

What? Six, that’s it?

Who else?

The board, the Leadership Team (Management), four members of the GRC.

Who else?

Five (5) consultants & lawyers called the Subject matter experts:
Thane Joyal, esq. & Mark Goehring, CBLD Team Leader
both of CDS Consulting Co-op

John Vero and Alexis Clement of Couch White LLP
Joan Marie Dowling of Dowling Law PLLC

Red flag #4

Each member of the Bylaws Task Force was required to sign a confidentiality agreement, a gag order? Are you serious?

Have you ever heard of any committee process in a food co-op rising to the confidentiality level that it requires your signature guaranteeing that you won’t talk?

Red flag #5

We have not been able to shakedown a copy of these draft bylaws to this moment in time! Even with an emergency Special Membership Meeting, a bunch of Times Union coverage, and a boatload of member-owners demanding copies from the board, multiple times over, during the last six-eight weeks at the Board’s daily Info Sessions.

We kept asking, no secret draft bylaws have yet been produced.

Red flag #6

We’re supposed to vote on these secret bylaws in 48 days and nobody has seen ’em? With the holidays upon us? Can you say bum’s rush?

Red flag #7

I’d share with you information from the HWFC Bylaws Task Force FAQ but here’s what is says on the footer of every page of their FAQ:

Revised: November 9, 2015. This document is confidential and provided for the sole purpose of internal Co-op discussions. This document may not be disclosed in any manner (including photos) to any third party or used for any other purpose without the express, prior written permission of the HWFC’s Board of Directors. [5]

Really? Seriously? A gag order on a FAQ? You’ve got to be kidding!

Interesting. This gag-footer was revised on November 9th, 17 days after we executed our petition for a Special Membership Meeting. Somebody trying to keep a lid …on something?

BIG red flag #8

Want to know how the Honest Weight Food Co-op Bylaws Frequently Asked Questions (FAQ) defines bylaws?

18. What are bylaws?

Bylaws are the document by which the members empower and authorize the board and establish member rights and responsibilities. [5]

In Bylaw Basics by Thane Joyal and Marshall Kovitz (a CDSCC CBLD Field Guide) it states:

Bylaws are the means by which the owners delegate authority to the board.

Here’s Black’s Law Dictionary’s definition of by-laws:

Regulations, ordinances, or rules enacted by a private corporation for its own government.

The first two CDSCC-inspired definitions seem to have somewhat of a rather big slant… …in favor of board power.

[BTW, I just disclosed text from the FAQ with the gagged footer. Beware, after reading, this may self-destruct in five seconds.]

BIGGER Red flag #9

This statement comes from the March 3, 2015 HWFC board minutes, under Section 3. Board Work, b. Bylaws Revision:

There was consensus that the bylaws should be reduced to a simple, straightforward document excluding policy…

Red flag #10

The consultants, CDSCC, have a product they market called the CBLD ‘Fresh Start’ Bylaws Template. Our (former) HWFC board apparently sampled this Fresh Start product and – we have to assume (since it’s a secret) – that this Fresh Start product has formed the basis of the new & improved bylaws we’re supposed to ratify on January 24, 2o16.

Wouldn’t it be nice if we could check the documents side-by-side – this Fresh Start product next to our (secret) draft bylaws? Well, it would be nice except the HWFC new & improved draft bylaws are still secret!

 Secret research teams; national consultant teams; eyes-only documents; gag orders; evil-footed FAQs; secret panels; overt threats; covert agendas; sealed lips…
…and forbidden access.

Over co-op bylaws?

What, is this a James Bond flick we’ve wandered into in the middle of our food co-op?

Hidden amongst the local, organic onions & kale, grass-fed, grass-finished beef, and non-GMO beans, are we going to find Blofeld and his deadly virus lurking suspiciously? Dr. No plotting to take over the world in produce? Goldfinger as a cashier? Is Sean Connery (well, ok, Daniel Craig) going to pop up over in cheeses, kombucha in hand, introduce himself with a suave, “Bond, James Bond,” drop the secret bylaws between the Vermont raw milk cheddar & the Au Sable Forks artisanal goat cheese …and escape handily through the loading dock – his Aston Martin at the ready – dashing speedily away into the I-90 sunset?

Did I somehow miss the baccarat table over by the new olive bar?

A girl can but dream.

NATIONAL CO-OP CONSULTANT TEAM HAS
BYLAWS READY TO GO

Ah, ha, those draft HWFC bylaws may be a deep, dark secret but the CDSCC CBLD ‘Fresh Start’ Bylaws Template product is available for free and instant download on the website of these national co-op consultants!

Bingo, a glimmer in the veil of secrecy!

So, since I am unable to produce for your inspection a copy of the secret draft HWFC bylaws, which we are all supposed to ratify on January 24, 2016, let me allow you to peruse the CDSCC CBLD ‘Fresh Start’ Bylaws Template.

Since we just held an historic emergency Special Membership Meeting
– planned in only 39 days (!) – to rein in a wayward board and to defend our member-owner labor program (MLP) and, thereby, our right to vote, go look and see what this bylaws’ product allows member-owners to do if there is an out-of-control board.

What if, on October 23, 2015, when we HWFC member-owners were confronted with the actions of an out-of-control board, we had the CDSCC CBLD Fresh Start Bylaws instead of our own bylaws?

Could we have held an emergency Special Membership Meeting? Would it have allowed us the right to stop the actions of a board run amok?

Where would we be today with Fresh Start?

Well, we could hold a special membership meeting. However, according to the CDSCC CBLD Fresh Start Bylaws Template, Article III 3.2:

Decisions made at any special meeting are advisory only. [6]

Now, go compare the CBLD Fresh Start Bylaws Template to HWFC’s current bylaws, which are, in my opinion, a pretty good little set of bylaws. (Note to reader: sometime in early 2016, CDS Consulting Co-op amended its ‘Fresh Start‘ Bylaws. The version available on their website is NOT the same version we at HWFC were provided with in 2015; article III 3.2, in particular, has been changed by CDSCC.)

CBLD SOUNDS FAMILIAR?

What is CBLD again?

CBLD is the Co-operative Board Leadership Development program. The HWFC board contracted with CDS Consulting Co-op in December, 2014 to buy participation in this program. These ‘Fresh Start’ bylaws are a part of that package.

THE GOVERNANCE REVIEW COUNCIL (GRC) ENTERS THE
PICTURE

What was the final “Take Away” in GRC co-chair Ursula Abrams’ Thursday, December 3rd Inside Scoop interpretation of the secret December 2nd NYS DOL meeting:

“I think our best next steps are to return to the Bylaws Task Force Initiative…” [7]

There it is once again.

Bylaws.

Bylaws and consultants.

Bylaws, consultants and lawyers.

Bylaws, consultants, lawyers and the board.

Bylaws, consultants, lawyers, the board and now…

Bylaws, consultants, lawyers, the board and… …the GRC.

An unstoppable, unchangeable, relentless, systemic move over the last 8-9 months – by the (former) HWFC board, its two (2) teams of lawyers and at least three (3) teams of Strategic PR Consultants – to convince us to to ratify new bylaws…

…and now the Governance Review Council (GRC) – which is supposed to function independently of the board and report to the membership, and whose main function is to review policies & procedures for compliance with the bylaws – enters into this Board-Changes-the-Bylaws picture in a big way.

The GRC’s co-chair participates in a secret meeting with NYS DOL on December 2, 2015, followed-up by her written interpretation of that secret meeting … which was sent to the entire HWFC community … with no apparent oversight or prior communication with the board about this secret meeting or this subsequent written interpretation …and that includes with our three, newly-elected Board members. (See note [7] for the entire text of this Memorandum.)

And Ms. Abrams, representing the GRC, was the only HWFC representative at this meeting – with top people from the NYS Department of Labor – aside from the board’s own attorneys.

I am stunned into silence.

A secret operation which kept Member-Owners and their three newly-elected board members totally in the dark – and which occurred two days after the emergency Special Membership Meeting with its 620+ Member-Owner attendees & guests.

The GRC utterly failed in its responsibilities – the reason for its creation in the first place: to alert Membership about the actions of an out-of-control board.

We need to have an explanation from the full GRC – all five members; we need answers to our questions. Why did the GRC keep this entire operation a secret from the Membership?

SECRET & SILENT STEALTH PR STRATEGISTS
PULLING THE BYLAWS’ STRINGS?

This board of directors of the Honest Weight Food Co-op has hired not one or two but three (3) teams of consultants who specialize in public relations, strategy and/or organizational change. Three! Those three highly skilled, professional strategy teams are all being wielded against member-owner control of our co-operative: controlling the bylaws, therefore, becomes critical.

These three teams were retained by the board, paid for by the board and are doing the board’s bidding.

One of the jobs of Strategic, PR and Organizational Change consultants is to make sure a client’s message is promoted effectively not only out there, but also from within. The teams will methodically insure that every aspect, every layer of the organization pumps the message: through personnel, policies, procedures, strategies, advertising, committees, websites, documents (document footers), internal communication, rumor, and so on.

I see the “Get new bylaws passed, one way or the other” strategic goal woven into – embedded – into multiple layers of the organization we call the Honest Weight Food Co-op.

Clearly the Strategic Planning process and the Bylaws Task Force are central to this strategic goal: consultants’ have been hired and these two activities target HWFC on a system-wide basis. Control the strategic plan outcome and the bylaws’ process and you control the co-operative.

The muscle wielded here at HWFC by the (former) board to force this systemic, organizational change upon us has been: fear. We member-owners have been the direct target of a campaign of fear to force us to yield …so that we willingly agree to change our own bylaws …even though it’s absolutely contrary to our own best interests.

Three highly trained and skilled consultant teams are being utilized not to promote & advertise HWFC out in the community, but rather to manipulate and control member-owners from within.

Creating MLP (member-owner labor program) fear among member-owners” is evidently one of the written objectives of the secret Strategic Plan (a written document which does exist somewhere); the goal being to “Get new bylaws passed, one way or the other.”

We know of at least three PR, Strategy, and Organizational Change Teams working HWFC member-owners:

How did the GRC come to be involved in this “Get new bylaws passed, one way or the other” strategy? [8]

I’m piecing together information from both personal attendance at meetings & official minutes some of which remain unavailable or missing.

On October 20th there was a 2 1/2+ hour secret board executive session, ending with two (2) public motions being passed; one relating to “interfacing” with the NYS DOL.

There was a second secret board executive session on November 17. The GRC must have had a representative at this meeting; this is the only time the GRC could have been tasked with this job by this board. [7a]

The 1st secret board meeting became a motion. The motion became an “interface.” [8] The interface” became a secret letter. There was a second secret board meeting. The secret letter became the secret meeting with the NYS DOL on December 2nd. This secret meeting led to…

a written GRC interpretation or opinion on December 3rd: full of MLP fear, and ending with a prompt to get back on track and “Get new bylaws passed, one way or the other.”

The written GRC interpretation of the secret NYS DOL meeting functioned as a very powerful action step underneath the objective to “Create MLP fear among member-owners.” The goal being, of course, to “Get new bylaws passed (on January 24, 2016) one way or the other.”

In other words, written in the Task Column of the consultants’ secret Strategic Plan might be:

GOAL: Get new bylaws passed, one way or the other

OBJECTIVE: Create MLP fear among member-owners

ACTION STEP: Maneuver GRC into attending secret NYS DOL meeting – all alone, save for the lawyers -so this body, supposedly “independent” of the board – can convincingly and with authority, interpret the meeting and, thereby, frighten member-owners into both ending MLP and passing new bylaws

Critical to the goal is a continuous pumping of the message – over and over – that the member-owner labor program (MLP) has got to go.

Critical to this action step was that there be no one else present at the DOL meeting who could interpret the meeting in a different way.

They knew the NYS DOL does not issue written opinions.

So the GRC did.

THE WORD ‘SECRET’ CROPS UP A LOT

This is a direct quote from the May 5, 2015 board minutes of the Honest Weight Food Co-op: Section 4d: Board Work: “Update on Executive Session Minutes/Notes:”

Thane Joyal recommended the board continue in its current practice for executive session. Additionally, Thane suggested that decisions only be made in executive session if they require the utmost secrecy. This topic will be added to the future policy discussion. [9]

Thane Joyal, who is an attorney from Syracuse, NY, is one of the two consultants from CDS Consulting Co-op & its CBLD program, working with the board. The minutes are silent as to what the board’s current practice is in executive session. However, given the recent number and length of secret, executive session meetings (2 1/2 hour+ meetings!), there must be a lot of issues which the board feels require utmost secrecy.

An attorney, Thane Joyal, hired by the HWFC (former) board – for whom we member-owners are all collectively paying – has recommended utmost secrecy. The board – which is supposed to serve us – took her at her word.

DISHONOR BROUGHT TO 685+ HWFC MEMBER-OWNERS & SHAREHOLDERS & THE DEMOCRATIC PROCESS

Our wonderful, democratic, transparent & open historic emergency Special Membership Meeting, our largest Membership Meeting ever in our 40 year history! – held on a Monday – was a blip on the radar screen to the HWFC people who participated in the planning and execution of this secret NYS DOL meeting held two days’ later – on a Wednesday. A blip on the radar screen which they blew right by.

STRATEGIC PR FIRMS COST …HOW MUCH?  AND THEY DO WHAT TO GRASSROOTS ACTION?

Three (3) Strategic, PR, and Organizational Change Consulting firms working for a co-op board? Three? I don’t think a political candidate hires more than one (1) Strategic PR firm at a time! How much is this costing HWFC each and every week?

I heard a figure floated recently that, since October, the (former) board may have been paying a firm thousands per week just to strategically, professionally and swiftly put down member-owner grassroots’ attempts to organize and protect their voting & member-owner labor rights as owners of their co-operative.

This is called an astroturf operation. Fake grassroots attacks real grassroots.

Hard to believe? Do a search on astroturf and front group(s):

With three (3) of these Strategic PR firms circling our grassroots’ wagon, it’s time we became familiar with some grassroots’ advocacy terms.

Aesop, who lived from 620-560 BC is credited with the tried and true, Beware the wolf in sheep’s clothing. These more modern terms & definitions  come from a very reputable national grassroots group called TeleTruth:

Astroturf—An organization set up by a large corporation or corporations to put forward the corporate agenda but to look like an authentic ‘grass-roots’ group. (This resonates.)

Co-opted—An authentic group that is given funding by a large corporation or corporations, where the group lobbies for corporate initiatives even if they are contrary to the needs of its members. (This term really resonates for me.)

Skunkworks—A well coordinated clandestine campaign funded by large corporations (or industries) that incorporates Astroturf and co-opted groups, think tanks, PR and lobbying firms, and state and federal politicians to put forward the corporate agenda. (This term has elements which resonate: three consultant / PR & lobbying firms operating at a food co-op at the same time???)

Stink tanks— is a ‘think tank’, (most of the time a non-profit), that is funded by a large corporation that produces research for the large corporations, many times hiding their actual funding sources.

THE $64,000 QUESTION

Just why is so much time, money, strategic effort, and professional national support from a “consulting co-op” being leveraged to maneuver one member-owned, locally-owned food co-operative into yielding its member-owner power & control?

Just who stands to benefit?

GET BACK TO OUR ROOTS
HONEST WEIGHT NO STRINGS …I mean SPRINGS!

I simply don’t buy the message that our bylaws need to be changed. Our bylaws are fine. More than fine, they are strong, simple, resilient and effective. If they can weather an historic emergency Special Membership Meeting put together in 39 days, with 620+ voting member-owners and 65+ shareholders present (!) and no fewer than five (5) ballots being voted upon, well they can weather a few more months or a year or so of staying just as they are…at least until we can weed out the secrets and embed full transparency into any bylaws’ review process.

Let’s keep our current bylaws for now.  They served us very well on Monday evening, November 30, 2015.

And let’s wait and see how our newly-configured board feels about a secret bylaws’ process. They may agree to hit the brakes on any bylaws’ voting in January, given all this cloak & dagger secrecy …and work to get a whole lot more transparency embedded into the new and open HWFC bylaws process.

~~~

FINAL THOUGHT

BTW, if you are successful in securing a copy of these HWFC secret draft bylaws, let us know, below, in the comments, immediately. We’ll get all the Committees of Correspondence leaflets & pamphlets, broadsides (hello there!), letters to the editor, newspapers articles (hat-tip to the Times Union), the Crown’s Post (bet we’ll have a much better shot this time ‘round communicating directly with Member-Owners!), ships, and a network of fast couriers on horseback carrying updated reports (still can’t help you there) in quick operation again!

Here’s a different way to crack this nut: somebody who is serving (or served, we have no way of knowing if it even exists anymore) on the Bylaws Task Force, post the text from your copy of the nondisclosure agreement you were persuaded to sign (your own personal gag order – be the first on your block). Member-Owner lawyers can take a look and see just how much legal muscle this fear tactic actually has. Maybe it’s all a paper tiger and we can just shred it and get you un-gagged.

And until I actually see a copy of these so-called, draft bylaws …I will continue to believe that they don’t exist …or are being tightly controlled in the hands of the board’s lawyers & their national consultants from CDS Consulting Co-op …who, likely, make up the real re-write team which the board (secretly) empowered.

 ~~~

[1] HWFC member-owners, please go to the HWFC Board of Directors, Committees of the Bord of Directors: Click here to view the 2014-2015 Committee Workplans PDF.

[2] http://shemcohen.com/; see under Testimonials.

[3] HWFC member-owners, please go to the HWFC Bylaws click-on. Click-on: “Please click here for information on the Honest Weight Bylaws Task Force and the issues concerning our existing bylaws.” The document is called Honest Weight Food Co-op Bylaws Frequently Asked Questions (FAQ).

At the bottom of page 8, under Citations, see:

“1. Member labor programs at comparable co-ops and related resources, by Mark Goehring and Thane Joyal. Prepared for HWFC Bylaws Research Team, May 15, 2015.”

[4] HWFC member-owners, please go to the HWFC Bylaws click-on. Click-on: “Please click here for information on the Honest Weight Bylaws Task Force and the issues concerning our existing bylaws.” The document is called Honest Weight Food Co-op Bylaws Frequently Asked Questions (FAQ).

See page 1, under “Bylaws Task Force.”

[5] HWFC member-owners, please go to the HWFC Bylaws click-on. Click-on: “Please click here for information on the Honest Weight Bylaws Task Force and the issues concerning our existing bylaws.” The document is called Honest Weight Food Co-op Bylaws Frequently Asked Questions (FAQ).

See page 3, under “Separating Bylaws from Policy and Procedures.

[6]  See the CBLD ‘Fresh Start’ Bylaws Template, Article III: Member Meetings, 3.2 from CDS Consulting Co-op.

[7] HWFC member-owners, please go to the HWFC Inside Scoop (a publication of the Board of Directors of HWFC), December 3, 2015. Memorandum entitled HWFC Meeting with the New York State Department of Labor.

UPDATE, February, 2016: It was subsequently uncovered, through a review of billing invoices, and announced by the brand new HWFC Board of Directors, that this “Memorandum” was actually written by the Strategic PR firm hired by acting President Deb Dennis’s board; it was, however, presented, by the Board and the Governance Review Council (GRC), as a communication from the GRC’s (former) co-chair to Membership.

I will refrain from any comments, allowing the reader his or her own thoughts upon the matter, save this reminder; the secret meeting with the NYS DOL and this subsequent “Memorandum” were deceptions willfully & intentionally foisted upon Membership …after our historic emergency Special Membership Meeting had taken place on November 30, 2015.

Here is the complete text of the Memorandum, sent from the GRC’s co-chair Ursula Abrams to the entire HWFC Membership and community:

INSIDE SCOOP

December 3, 2015
News and Views from the Honest Weight Board of Directors

HWFC MEETING WITH THE NEW YORK STATE DEPARTMENT OF LABOR MEMORANDUM

TO: HWFC Board of Directors and Membership
FROM: Ursula Abrams, Governance Review Council
DATE: December 3, 2015

As your elected Governance Review Council (GRC) member, and at the request of the Board of Directors, it was my honor to represent the HWFC Membership at an informational meeting with the NYS Department of Labor (DOL) on Wednesday, December 2, 2015. I am submitting this report in two sections: 1) a kind of verbatim recounting of what was asked and what was answered; and 2) some highlights of my own “take aways.”

I am not spending time on perfecting this report because I want to get it to you as expeditiously as possible. I am sending this directly to the Board Administrator to be sent out to the Board and the Membership at the same time. Although I am not including it here, I have some new ideas about how a re-formed Member Labor Program could be structured so as to minimize our legal risks and yet retain our community. I hope to be able to share those ideas in future meetings together.

1. WHAT WAS ASKED AND ANSWERED

Attendees

The meeting, which lasted about an hour, took place at the DOL offices on the State Campus. In addition to me, the Co-op’s two attorneys, Joanmarie Dowling and John Vero, were in attendance. From the DOL were representatives from Labor Standards, Worker Protection and the General Counsel’s Office.

We made brief introductions and were then asked to make a presentation. Joanmarie provided an overview of HWFC, describing it as being a for-profit corporation that has been in existence since 1978. She said we have approximately 12,000 shareholders, of whom approximately 1,100 are also member-owners. There were a few questions from DOL such as “how does a person become a shareholder?” and whether all member-owners were also shareholders.

When we described the monthly and weekly work requirements needed to become a voting member-owner, they posed a question about the ratios between member-owners and paid employees — which we could not answer.

We described four (4) general categories of work assignments: governance and committees, community outreach, education and store activities.

DOL’S QUESTION: OWNERS OR UNPAID WORKERS?

DOL then introduced the question of whether member-owner workers were subject to minimum wage requirements, saying this was their primary question in situations where work is being performed without compensation. They seemed to have very little interest in how the governance policies are structured and the fact that all committees are run by  member-owners. All of their questions were directed to how the store operates and the relationship between the paid and unpaid workers.

In the midst of this discussion, General Counsel produced a letter from January 25, 1990, written by a DOL attorney to the Chair of the HWFC Personnel Committee (Richard Celani). The letter, referred to as a Legal Opinion, was in response to an apparent HWFC inquiry about the applicability of minimum wage requirements to member-owner labor at Honest Weight. They said the 25-year old letter was the only opinion they had found in preparation for our meeting, other than a Federal Labor Standards Act 1997 opinion letter.

DOL explained that the threshold question they would need to determine – if they were ever to instigate an investigation -was whether, in the eyes of the Department, member-owners were truly “owners” or actually “employees.” They said the only way they could come to a definitive answer, would be to conduct a “full investigation” – which they recommended we not request.

We told them that HWFC was considering different options for a governance re-structuring including updating the bylaws and that we welcomed any guidance they could offer.

RISKS AND ANALYSIS

DOL warned of potential risks from class action law suits, member – labor loss – of – wages complaints, and investigations by other agencies, including the U.S. DOL. They emphasized seven (7) times (by one of our counts) that the potential risks of being found out of legal compliance were high. At the same time, they said they were not currently investigating us and – while a complaint could be filed any time-barring such an occurrence, we were not on their shortlist of companies to review.

In discussing what kinds of facts and activities they look at when making the determination as to whether workers are legal “employees” (and therefore protected by minimum wage) they listed the following “tests”:

  • Is the non-paid worker “displacing” a paid worker?
  • Is the “owner” controlling and managing the work they are doing?
  • Does the “owner” share in the company’s profits? (and, is there a fair distribution?)
  • The “Economic Realities” test.

They mentioned problems that they look for such as including a determination as to whether workers were – in reality – “employees for a non – cash wage.”

DOL Labor Standards’ investigations focus on what is actually happening in the store on a daily basis rather than what our various governance documents might say. If they were to investigate and observe workers laboring under the control, direction, schedule, and management of someone else, then their inclination would be to see the potential for abuse and exploitation of workers. They offered an example of a theoretical construction company which offers 1% of its stock to “shareholders” who are then “owners” and therefore do not fall under the protections of minimum wage requirements.

There was some discussion about the problems of having paid and unpaid workers performing the same tasks side-by-side. They mentioned having read in the newspaper that HWFC was considering removing member-owner labor from the “floor” of the store. We responded that the scenario was one of many possibilities but that it was not a preferred path. We told them clearly that there was a strong desire to retain the Member Labor Program. We talked about the culture of the store and the critical impact member-owner labor played in the Co-op’s community. We asked if the Owner versus Employee analysis becomes easier if the employee-labor were smaller and more contained. They responded that such a scenario NOW would raise the issue of “displacing workers” to a high level.

2. MY TAKE AWAY

  • With regard to the different opinions about the liability risks currently facing HWFC that have been voiced over the last 6 months: everybody’s right. The risks are real; they are significant; they could shut us down. ALSO: they are not imminent…UNLESS somebody files a complaint tomorrow. “DOL is a complaint – driven agency.”
  • Our attorneys are great. They have knowledge and creativity and will work to fully address the question(s) that are posed to them. Having worked with them before, during, and after this meeting, I came to better appreciate their predicament in trying to represent a co-op which is, itself, divided. I had no sense that either Joanmarie or John had any “agenda” of their own.
  • In addition, it has become increasingly apparent, that we have many judges and attorneys in our membership. I think we should have a Legal Committee to help put together legal issues and/or legal perspectives on issues facing the Co-op.
  • The issues around confidentiality and building a business in a competitive society are simply incompatible with co-op principles. We cannot have both Transparency AND Confidentiality. Because the Co-op exists in a society which follows an adversarial legal system, the open sharing of all information among all Co-op members increases our risk of litigation. For example, if we, the Membership, decide to take our chances and continue the status quo, how should we communicate that? It is not the DOL who is going to care; but it could be Trader Joe’s or Whole Foods. Once the DOL (State or Federal) receives a complaint, they are OBLIGATED to investigate. Everything that has been discussed in the news, and now between the Co-op and the DOL, provides evidence that we, as an organization, have fore-knowledge of these potential risks in our labor practices.
  • I think our best next steps are to return to the Bylaws Task Force Initiative to absorb and process the clear messages received by the membership advisory referenda voted on at the 11/30 Special Membership Meeting, as well as, the clarifications gained from this meeting with the DOL.Onward!
    Ursula

[7a] When I first wrote this blogpost on December 7, 2015, the minutes for the November 17, 2015 Board meeting were unavailable. They continued to remain unavailable for months, despite my requests to have them posted.

At some (unknown) point during the first half of 2016 – after acting-President Deb Dennis and three other board members had resigned – these board minutes were uploaded to the HWFC website.

The minutes show that the GRC’s Ursula Abrams was present (on the phone), as well as the GRC’s Jeff Marden. They show that there was an executive session held for 80 minutes, prior to the meeting being opened up to the Membership. (Member-Owners who showed up for this meeting had to wait 80 minutes at the co-op, before being granted entrance!)

The minutes are silent about a December 2, 2015 meeting with the NYS DOL, However, this motion passed:

Daniel [Morrissey] motioned the Board affirms that Attorneys are in communication with the DOL and is requesting that a member of the GRC participate in those conversations. Ned [Depew] seconded the motion and it was approved by all present.

The fact that the GRC had been formally asked by the Board – via this motion – to participate with the co-op’s attorneys (two separate firms) in NYS DOL “conversations” is probably unknown to this day by most HWFC Member-Owners. This fact has, until recently, been suppressed. The final “conversation” with the NYS DOL (under Deb Dennis’ board) occurred on December 2, 2015, at the aforementioned meeting.

The fact that the GRC did this – and continued to keep it secret from Member-Owners and their three newly-elected board members– is appalling. It represents an utter failure of the check & balance which the GRC is supposed to provide to the Member-Owners.

Many GRC minutes for this time period are no longer available on the HWFC website; they have been removed. Member-Owners please see here.

Member-Owners, please see here to access the November 17, 2015 board minutes.

[8] HWFC member-owners, please go to the HWFC website and read the October 20, 2015 board meeting minutes, section 4 [2 hour 40 min. executive session, followed by two public votes].

The 2nd of two motions passed by the board on 10/20/15:

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.

The board authorized the co-op’s attorneys – in consultation with the Leadership Team and Executive Committee – to interface with the NYS DOL.

The GRC was not included in this board motion, as either a consultee or as inerfacing with the NYS DOL.

Yet the GRC co-chair, Ursula Abrams, ended up – with the board’s attorneys John Vero of Couch White and Joanmarie Dowling of Dowling Law – attending a secret meeting (“interfacing”) at the NYS DOL on December 2, 2015.

Was this authorized at the November 17, 2015 board meeting, which also included a long, secret executive session from which member-owners were excluded? [11/17/15 minutes are not available on the HWFC board webpage; there are no minutes available past 11/03/15. There are  no GRC minutes posted after November 9, 2015.] If so, who from the GRC attended this secret board meeting?

[9] HWFC member-owners, please go to the May 5, 2015 HWFC board minutes.

[10] Of special interest to co-op members: the Cornucopia Institute’s webpage Who Owns Organic? This features the work of Dr. Philip K. Howard; his infographic “provides a snapshot of the structure of the organic industry, showing the acquisitions and alliances of the top 100 food processors in North America.” See: http://www.cornucopia.org/who-owns-organic/ and https://www.msu.edu/~howardp/organicindustry.html (this has Professor Howard’s most recently updated infographic, as of December 2015.)

 ~~~

Never doubt that a small group of thoughtful, committed citizens can change the world. Indeed, it is the only thing that ever has.
Margaret Mead

=====================================
Grassroots Action: One HWFC member-owner individual, family, and employee at a time …we can reach every HWFC member-owner if we ALL work it.
Build Capacity: If everybody does their little bit (or a bigger bit if they can),
we build our capacity day-by-day.  Boy, did we ever!
Have faith: It simply works!  “To infinity…and beyond!”
You are the PR: Be factual, be calm, don’t attack anyone personally, and please do be impassioned about saving our member-owned, locally-owned & controlled co-operative!

This is co-operative, in action!
Laura

Transforming our Co-operative with Compassion

Submitted by Chrys Ballerano, HWFC shareholder

[Admin note, 12/8/15: The first version of this post was published in incomplete form due to a trick played on me by gmail, wherein the last two paragraphs of Chrys’ writing were hidden from me and I did not copy them.  They have been added now.  Apologies to Chrys for this error! – Rebecca Tell]
I appreciate these posts. There are so many personalities engaged in these discussions and so much speculation, that it seems impossible to not feel sometimes like I’m in some great fictional novel that is prime to become a hit film in the next decade.
One of the things that concerns me, even though I don’t like the structure of the Leadership Team, and never have, is the idea of throwing out hard workers who have tried their best, in a very challenging situation, to keep the co-op operationally successful. For instance, I don’t believe that Lexa, specifically wants to rid the Co-op of Member Labor, or ever wanted the co-op to not be a true cooperative, but her position has become more and more isolating for her over time and without support, we all make mistakes. And I think that the skills she had before being hired as part of the LT and the experience she’s gained could be a real asset to the Co-op. When I hear people talk about “firing the LT” I think instead, why not change their jobs instead and provide true supervision, mentoring and accountability? Since we have no ideas of their current salaries I’d also say that a pay cut may be necessary along with the change in their roles.  If there is talent, experience and commitment there, then shouldn’t we be humane in how we revolutionize and transform our Co-op- in both the process of how we go about our business of changing our structure, as well as the products we decide to carry in the future, etc. I wonder if we’ve ever asked any of the LT if they think the LT is working well or was ever a good idea. I thought the positions were supposed to be transitory to get us into the new building and then re-evaluated. This could be that time and we can evaluate how best to keep the good in place and discard the unnecessary, and wasteful aspects of the work force, beginning with those 3 top positions. I think each of these employees needs to be assessed on an individual basis and I think the salaries should not be held secret from the membership/owners who pay them.
Yes, there are many members with an agenda. Who of us doesn’t have an agenda of some kind.  We all want the Co-op to thrive for multiple reasons- personal, economic, political, philosophical, spiritual, physical, and we have an agenda in accordance with these reasons whether we like to admit it or not. (I for one miss the old store- and I mean the Quail St. store. I wish we had a dozen similar  satellite stores like that one scattered around the Cap Region that sold mostly local, organic whole foods at affordable prices, and basic locally produced body care/ herbal/ health products at affordable prices. And the GMO- laden, overpriced, overpackaged crap be damned. That’s my personal co-op fantasy.) What’s yours? Obviously I’m just one member with one limited, dreamer’s perspective.
 How do we begin to even hear the vision for how to transform what we now have- a large building with a large membership, staff, overhead, debt, etc.with many people fighting about what the best way to run the business of our Co-op is. The multiple strategic planning meetings and conference were to assist this process but sadly that process has been aborted or at least perverted by so much cynical action and fear based power moves, it makes our heads spin. It becomes ever more difficult to feel like there will be any integrity in the process itself. We need to get better at holding each other accountable for the greater good. And to do it with love and compassion. 
As I stated in my letter to the Board this week, “our historical membership meeting this Monday showed a clear demand expressed by the Co-op membership to protect the member labor program and not further jeopardize it. With all due respect to the many hours of work many of you have put into the Co-op and your genuine concern for its future, I implore Deb, Roman, Leif and Rosanna to step aside from “leading” the board at this time, if you will not actually, step down, which would be an even greater expression of integrity.
The new board members must be treated as full board members and given the information needed to serve the membership at this crossroads and discuss beforehand, any meetings with the DOL and Co-op attorneys. Now is not the time for power grasping and wringing of hands with attorneys who have not earned the trust of our membership or new board members. There has been a mandate for transparency. What about this is not clear?”
I don’t envy any of the new board members positions but I do cheer them on to dive into this muck and see what can be salvaged as we move forward. And I think we have to compassionately consider whether terminating staff- LT or others- who have valuable information, experience  and  commitment to Honest Weight, albeit with lessons learned and mistakes made (who among us hasn’t made mistakes?) is the wisest way to go. It may be squandering some of our greatest resource and not allowing the process of discussion, and conflict resolution to be completed, and lead us further down a path of financial loss, etc. as new people need to be trained, experienced, etc. And I think the Co-op better be sure, if we collectively or otherwise decide to end people’s jobs, that we are legally legitimate in doing so. I’m aware of non profits where unsavory & expensive lawsuits from former employees who alleged they were wrongfully fired cost high legal fees and many months of energy & time to resolve, even in cases where the worker’s record of productivity was not impressive.
If I’m off the mark, and there are too many grievances re: the LT to offer any of them alternate jobs in management at the Co-op, their productivity record and course of conduct will be clear enough to assess. Although I’ve been a member for over 26 years, I am not part of the “inner circle” of Co-op politics and I’m 100% sure that I don’t know half of what’s gone on since we voted to move out of Central Ave. and devised the LT to help lead the way to our new store. I regret that my day job was under such transition that I had my hands full there trying to steer a sinking ship with my new director and find ways to viably keep ourselves afloat and effective. That’s largely why I haven’t been a steady store worker in the new building or able to serve on committees other than this past year with strategic planning meetings and the conference, where I truly enjoyed a sense of solidarity and shared commitment to our precious, unique and ever-evolving Co-op. So many great ideas emerged there- so few fruit to show for it now. But I’m hopeful that we’ve got excellent new board members and active member/worker/owners who will diligently see this through. I’m honored to be among you. My thanks go out to the many who have put in the countless hours this past year + to raise the questions that need to be asked, answered, and integrated into our next stage of HWFC management and our presence in the larger community.

Letter from Rossana Coto-Batres

Dear Honest Weight Food Co­Op Members,

During the recent weeks, there has been talk of the Board having a secret ‘agenda’ or ulterior motives for acting the way it did. I want to come out in the open and say, as a Board director, I do have an agenda and a vision for what I’d like to see at our co­op.

I’d like to see the co­op as a thriving community hub where people come to work in a supportive environment, buy their groceries and trust the source of their food, get specialty items to gift, attend one of the many classes offered by our members, and meet with friends for lunch at our cafe.

I want to see that everyone who contributes to our community has a voice in democratic decision­making as we further our mission, and that all members have a meaningful way of participating in our community.

I’d like to see my fellow Hispanic and immigrant friends feel welcome, no, INVITED to participate in all the co­op has to contribute. I’d like to see the many refugees in the area as some of our future staff, vendors, and fellow members and the co­op acting as a stepping stone for them to achieve their dreams. I’d like to see the community immediately surrounding the store start to see the co­op as a community resource for healthy food, nutrition education, jobs, social connection, and for those who can easily walk to the co­op to feel as included in the co­op as the longest commuting members are.

I dream of seeing an edible community garden, solar panels, the installation of a grey water system, a bike share program, and other initiatives at the store to make the co­op a leader in sustainability in the Capital Region.

I want to see continued support for all things local by turning the question around from “what can you provide to the co­op?” to “what can the co­op do for you?” I want to hear more stories of our staff and members, inspired by what they learn at the co­op, venture out to produce the best salsa, handmade beauty products, locally brewed beer, homeopathic and botanical remedies, vegetarian kimchi, bread and baked goods, and many more items, knowing that the co­op will accommodate providing to their growing customer base.

I hope to help create stronger relationships with local organizations to start innovative programs that further our mission and contribute to empowering various communities in the area. I want to see a refugee farm that utilizes individuals’ experience and expertise in agriculture to enable newly arrived refugees to provide for their families and contribute to the agricultural diversity in our region. I want to see the co­op do more to provide healthy lunches to school children, affordable meals to community members, and training programs for future food producers.

Most of all, I want to see an end to the analyzing and reanalyzing of the recent votes to retain or remove Board members, and other such conspiracy-­laden hypotheses about what the Board is doing or thinking in order to make a point. Instead, let us work together as we come out of this internal crisis and see the many opportunities we are presented with that enable us to contribute to our mission and our community.

Thank you for allowing me the opportunity to make a difference in our community.

Sincerely,

Rossana Coto­-Batres

For HWFC employees

Submitted by Rebecca Tell

The very first thing I want to say after reading last night’s Inside Scoop is to coop employees.

We have a report back from Ursula Abrams about the meeting with the DOL.  In some ways, as we knew was likely, it gives us very little new information.  We know there are risks.  We know that DOL is not interested in investigating us.  We have choices to make about how to go forward, and they’re not going to tell us what to do.

There will be a tendency for each “side” to focus on the parts of Ursula’s message that reinforce what we understood before.  Some will feel validated by “yes, there really are risks” and others will feel validated by “yes, they are really not interested in investigating us.”  Both are real.

Here’s my request to you, the paid workers.  Especially if you have been worried about the risks posed to the coop by member labor.  You will hear people saying we should not just conclude that we need to change the member labor program based on the information we have been given.  You will hear people voicing concerns about the process of how decisions were made around this meeting and who was there.  You will hear people voicing concerns about how process will go in the future, calling to ensure the inclusion of more voices.  Please do not assume that these folks are not listening to you.

Speaking for myself, here’s what I’m hoping for:

  • We move closer to, not farther from, a cooperative where the decisions are made by the people who do the work – BOTH employees and members.  We use that goal as our compass as we get creative thinking about how to be effective and how to manage risk to levels that we collectively judge to be acceptable.
  • Employees get a better deal at work as they have a stronger voice in decision making and as we bridge the gaps between employees and members.
  • We continue to differentiate ourselves in the market as a people-powered, values-oriented local food source, and make it plainly visible to Whole Foods that they have no reason to sabotage us (if they ever even thought of it) because our primary base wouldn’t shop there even if HWFC were shut down.
  • We team up with other coops to advocate for new law / policy defining the how cooperatives fit within existing labor law, and advocate for definitions that clearly allow member labor and distinguish it from other problematic labor practices.

There can be lots of conversation about what exactly the goals should be.  I’m not saying we should all just adopt mine, or even that mine won’t evolve.  What I do hope you’ll get from my list is that working for member interests and working for employee interests don’t have to be contradictory.

Here’s what I’m focusing on from Ursula’s message.  We have time.  We can continue all these conversations, and brainstorm about what to do with everyone who cares, and take the time to get it right.   I’m not saying we should drag it out for years and years – but we don’t have to make anything different by next month.  DOL is not breathing down our necks.  We can carry on as we have been until we collectively decide what direction we want to go.

So my bottom line for now is:  please, please, when you hear folks advocating for member concerns, please don’t assume they are trying to override or ignore you.  Please bring your own concerns to the table with the expectation that members will listen and work in good faith toward solutions that work for employees as well as for members.  I for one will be doing everything I can not to disappoint you on that.