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,, 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.



(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.


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.)


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.


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 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?


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.


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.


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.


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.


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?


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.



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]; 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:


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


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.



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 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.


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.


  • 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!

[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: and (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!


13 thoughts on “GRASSROOTS ACTION and current bylaws ARE POWERFUL!

  1. yogahorsegirl

    Good Lord. God help us. Enough secrecy lies and deceit. This has GOT TO END or the Coop will end itself, much like a snake eating its tail. Jules


  2. Ron

    Righting the ship, in my opinion, must involve several things. Here are a few: Those Board members who got less than 50% of the vote must resign and come clean about their actions (some of which are probably illegal). Reconciliation can only come after the truth.

    Deb Dennis’s executive actions must cease immediately. The Board needs to tell Dennis in no uncertain terms that she and Hartmark cannot act unilaterally.

    By-laws revision must cease immediately. All by-law revision in the future must be consistent with cooperative not CDS Consulting and MBA principles.

    The expansion of the meat must be revisited. We must have a clear notion of what costs come with greater meat inventory. Are the stuff we are putting in Antartica or in the eliminating entirely (UNFI?) moneymakers? How much is this new meat making? What is the percentage of reduced price meat we are selling relative to our broader meat sales?

    Real reviews of LT performance must be instituted and they should be similar to those in place three or four years ago. They should at least be consistent with staff performance reviews. It is time for the Board to be a check and balance on the LT rather than, at least in the case of some Board members, a retread. MBA corporate mentalities and Cooperative principles are not necessarily compatible.


  3. Please note the official Board agenda on the Co-op’s website. The location is changed to FUUSA. A large turnout is expected! Sorry I work grocery stocking that night, and it’s sale display turnover night. I don’t want to stand up my coworkers. Post lots of updates!


  4. Mimi Yahn asked me to post her comment today as she was unable to:

    What a terrific blog! Thanks so much, Laura and everyone else who has been working so hard (and successfully!) to keep democracy alive. I’m so honored that my article(s) have helped in this struggle.

    I also wanted to mention that I’d meant to provide the link to a second, follow-up piece that ran in “The Commons” as a letter to the editor. This one goes into much more detail about the bylaws that CDS was ultimately successful in foisting on the Putney Coop. The description of what took place is also a cautionary tale for any coop facing a similar “modernization,” as CDS calls it, (aka “stepfordization”) of their governing bylaws.

    Here’s the correct link to that second piece:

    Thanks so much again for all your work!



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