GRASSROOTS ACTION: INVITATION (RSVP) REQUIRED for some to Cast Vote at Bloomingfoods’ 40th Annual Meeting

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Posted by Laura Hagen, HWFC Member-Owner.

GRASSROOTS ACTION IS POWERFUL! is a blog dedicated to American independently-owned, Member-Owned & operated, community food co-ops, their Member-Owners and families.

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UPDATE, BREAKING NEWS STORY FROM LA MONTAÑITA FOOD CO-OP IN NEW MEXICO, Wednesday, October 5, 2016, please go here.

REMINDER: HWFC Member-Owners, don’t forget the Board meeting Wednesday evening, October 5, 2016 at 6:00pm at HWFC (the Board will not meet Tuesday because of the holiday). See you there! The Quarterly Membership Meeting will take place on Sunday, October 23, 2016 at 6:00PM; we are voting on Bylaws changes and elections for the GRC. Here is the schedule for Bylaws Panel Information and GRC Meet the Candidate Sessions. Here are the proposed Bylaws’ changes.

ALERT: Because of a co-op Annual Meeting Notice from Bloomingfoods (which I just received in the mail), I am holding off on highlighting the awesome work of the Member Owners of LA Montañita Food Co-op in Albuquerque, New Mexico who are taking back their co-op, like we at HWFC are doing. Some Member-Owners of La Montañita are readers of this GRASSROOTS ACTION IS POWERFUL blog so, a SHOUT OUT OVER THE MILES to fellow Food Co-op Member-Owners  in the Land of Enchantment! Here is their September 6, 2016 Press Release.

La Montañita has just posted a brand new page with information from “Workers, managers, board members, and member-owners from 15 different co-ops in 12 different states…” and they have posted a “Whistleblower Letter” from Mimi Yahn, here.

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Monday, October 3, 2016

COUNTDOWN: 16 more days until another U.S. independently-owned, community food co-op says another good-bye to a piece of democracy.

DEMOCRACY’S VOICE FURTHER STIFLED

       I am very sad to report that democracy’s voice is about to be further stifled at another U.S. food co-op: Bloomingfoods (B’foods) in Bloomington, Indiana. It is in process right now, and will be completed on the evening of October 19, 2016.

I have been blogging about the threats to participatory democracy and Member-Ownership at two U.S. co-ops: the Honest Weight Food Co-op in Albany, NY (HWFC) and B’foods. I started blogging about HWFC in early November, 2015. Posts about Bloomingfoods began in April, 2016. Information keeps creeping in about the same thing happening at other U.S. independently-owned community food co-ops. The latest report comes from the Member-Owners of La Montañita food co-op in Albuquerque, NM. Please go read their September 6, 2016 Press Release, their “Whistleblower Letter” from Mimi Yahn, here, and a brand new page with information from “15 different co-ops in 12 different states…

This blog itself, GRASSROTS ACTION IS POWERFUL!, would not have been if not for the seminal journalism work of Mimi Yahn, an independent author / writer and fellow food co-op Member-Owner from Vermont. In two articles and a Letter, Ms. Yahn laid out the disturbing threats to democracy and Member-Ownership  of the co-op, which she experienced at her food co-op, the Putney Food Co-op (be sure to view Reader Comments, below each article):

January 14, 2015 Losing Our Principles at The Commons Online
February 4, 2015 Searching for Democracy at the Putney Co-op at VTDIGGER.org
February 11, 2015 Still Searching for Democracy at Putney Food Co-op at The Commons Online

On June 14, 2016, I wrote a blogpost called GRASSROOTS ACTION: Indiana Food Co-op Closes Storefronts. HWFC Forewarned – Reducing Overhead Critical. Now this post qualifies as a book, or even a mini-series! I am warning you to make a pot of coffee or tea to accompany the read …and I make no apologies. This story is worth telling and it is worth reading if you cherish local, independently-owned, community food co-ops, and democracy.

This June 14th blogpost compares actions & events at HWFC and B’foods; actions which are threatening the Ownership rights of the local Member-Owners of these food co-operatives. It is my opinion – having personally been there on the front lines with a bunch of other Member-Owners – that HWFC Member-Owners fought hard, with dedication and co-operatively for their food co-op, for democratic action, and for their legal rights as the Owners of the co-operative corporation …whereas it appears that the Member-Owners of B’foods are unaware of the peril.

It is hoped that grassroots action will light a spark in Bloomington and Member-Owners will rescue the treasure that is their 40 year-old, locally-owned, community food co-op!

Here is a story of yet another chink in the armor of the Ownership rights of B’foods’ Member-Owners and it concerns, of all things, a party: the 40th Birthday Celebration and Annual Membership Meeting on Wednesday evening, October 19, 2016.

IT LOOKS LIKE DEMOCRACY & SOUNDS LIKE DEMOCRACY…

       The invitation to the Bloomingfoods Annual Meeting came by mail and starts out like any other co-op invitation I have received over the years:

BfoodsAnnualMeeting.1.jpg

Bloomingfoods’ 2016 Annual Meeting Postcard Announcement to co-op Owner-Members

The back side of the postcard has all the usual co-op’y things you’d expect to find at an Annual Meeting:

bfoodsannualmeeting3

Your vote counts   Your voice matters   Vote like your co-op depends on it!

The invitation clearly mentioned good food, drink & music, always an important part of any co-op gathering!

The tag on the bottom, in particular, caught my attention:

MARK YOUR CALENDARS NOW!

Vote for fully revised and modernized bylaws beginning March 20, 2017!

Upon checking the B’foods  website, I found that these are the voting procedures for this Annual Meeting:

Election

Please visit VoteBloomingfoods.com for election details, and to vote in the 2016 annual election.

Voting will begin on Tuesday, September 20th and will run through Wednesday, October 19th.

In an effort to increase ease of voting and voter turnout, there are three ways for you to vote in this election:

VOTE ONLINE: If you want to vote online, you are in the right place. Simply read through the candidate statements, the proposed Articles of Incorporation/Bylaw changes and get to know the possibilities for Positive Change, then when you are sufficiently prepared, you can log your vote online. Your Bloomingfoods member number is your user name. Each number can only be used once. Your password is your first name or zip code.

TO VOTE ONLINE AT THE ANNUAL MEETING (Oct. 19th): You may vote on your smartphone, tablet or computers we provide at the meeting. We will not be taking paper ballots at the meeting, but staff will be available to assist you with voting if needed. Online voting from any venue must be completed by Oct. 19th.

TO VOTE IN-STORE: Place your ballot in a specially marked election envelope – seal the envelope, print your name, zip code, and member number then sign and place in a ballot box located in the store by 12:00pm on Wednesday, October 19th.

See: http://www.bloomingfoods.coop/election/

IT LOOKS LIKE DEMOCRACY & SOUNDS LIKE DEMOCRACY …BUT IS IT DEMOCRACY?

Let’s get right to it. Here are the problems:

  • Did you know that a room has been selected which has limited capacity of 300?
    • Why couldn’t a larger meeting room have been found?
    • Wouldn’t a co-op want to be inclusive rather than limit the number of Owner-Members celebrating its 40th Birthday?
    • What if you already voted …and just want to attend this 40th Birthday Party to celebrate with your fellow Owner-Members? Not allowed?
  • B’foods website states: “Please note that the Wonderlab has a 300 person capacity. If we exceed capacity, admission is based on a first come basis, by order of RSVPs.
    • This statement is contradictory. Is the capacity 300 …or is it more than 300?
    • RSVPs?! For an Annual Co-op Meeting?!
  • Did you know that you have to RSVP ahead of time to be assured admission?
    • Nowhere, on the mailed invitation, does it tell you: “There will be an online RSVP required for this event.” (See Owner News-September 2016, here.)
    • RSVP here.
    • How many people will simply  show up at the door on the 19th, and be told: Sorry, room’s full to capacity …and you were supposed to RSVP ahead of time, online.
    • The absence of this statement on the “Notice of Member Meetings” (Section 4.4 in the Bylaws) calls into question the validity of the notice itself.
  • Did you know that you will have to RSVP ahead of time online to be assured you can cast your votes at this Annual Meeting?
    • Why is any sort of limit being applied to the rights of Owner-Members to vote?
    • What about the voting rights of the people who will be turned away at the door?
  • Why is the 40th Birthday Annual Meeting being held on a Wednesday night?
    • Why not a Saturday or Sunday, when many more people, families & kids could attend?
    • Wouldn’t a co-op want to be inclusive rather than limit the number of Owner-Members celebrating its 40th Birthday?
  • Electronic, online, internet, paperless voting and (absentee) paper ballots at storefronts are being used between September 19 – October 19
    • Do you trust electronic, internet, online, paperless voting?
    • Do you trust the count of the (absentee) paper ballots being accepted at storefronts?
    • Do you trust any vote counting that cannot be verified by Owner-Member watchers, in real-time at the Annual Meeting, with the full quorum of Owner-Member voters present at the same time watching & verifying a paper ballot count?
  • Voting at the Annual Meeting: “You may vote on your smartphone, tablet or computers we provide at the meeting. We will not be taking paper ballots at the meeting.”
    • Do you trust electronic, online, internet, paperless voting?
    • Do you trust (paperless) computers you are being asked to vote upon?
    • Why aren’t paper ballots being utilized?
    • Do you trust any vote counting that cannot be verified by Owner-Member watchers, in real-time at the Annual Meeting, with the full quorum of Owner-Member voters present at the same time watching & verifying a paper ballot count?
  • The bylaws don’t allow the Board to authorize the acceptance of paper ballots in the storefronts:
    • Section 4.12 The Board may authorize voting by mail or electronic ballot in conjunction with, or in lieu of, a meeting of members. [emphasis added]
    • Who  is responsible for this serious error?
  • Did you know that a quorum will legally consist of the 300 Owner-Member voters who attend this meeting and the (unknown …is it 500? 600? 700? more?) number of Owner-Members who vote by paper ballot (in the store) and electronically on the internet, in advance of the meeting?
    • This invisible, non-present, non-verifiable quorum may have already carried the vote before the 300 voters granted “admission” to the actual meeting cast their votes – in person – on Wednesday evening, October 19th.
    • Do you have any means at all of verifying that this legal majority of invisible, non-present, non-verifiable quorum members actually voted the way you will be told they voted?
    • Isn’t it essential to be provided with proof of the actual quorum number required, ahead of the election? (Of course, since you will be absolutely unable to verify the vote itself, having the legal number for quorum disclosed actually becomes irrelevant.)
  • Bylaws changes are being made
    • This is always a red flag where Member-Owner control of a food co-op is under attack!
    • Do you know what these changes are?
    • Are your rights as Owner-Members under attack?
    • Are rights being granted to employees of the corporation which might conflict with rights of the Owner-Members of the corporation?
    • 2nd red flag: what does “Vote for fully revised and modernized bylaws beginning March 20, 2017!” mean?
  • The Articles of Incorporation are being “simplified”
    • Have you compared the old Articles to the new “simplified” ones?
    • What are the changes?
    • Are your rights as Owner-Members under attack?

URGENT GRASSROOTS ACTION NEEDED

       If you are an Owner-Member of Bloomingfoods Co-op, hadn’t you better immediately start some grassroots phone calling, texting and emailing of other B’foods Owner-Members? Alert them that something is terribly, terribly wrong at their co-op? (See: …something is terribly, terribly wrong here at our food co-operative.)

Owner-Members of Bloomingfoods, you need to challenge this election process right now.

HERE’S SOME INFO YOU NEED IN ORDER TO VOTE

       On Bloomingfoods’ website, I found information about the vote on the “Simplified Articles of Incorporation” (better check just what “simplified” means): see here.

Here are B’foods current bylaws. Here and here are the proposed changes.

I leave it to you, Owner-Member, to do your homework on the six Board members up for election. Here are their Candidate Statements.

ALLOW ME TO REACT: THE GRASSROOTS’ SPIN-MEISTER

On Bloomingfoods website, Member-Owners are warned:

There will be an online RSVP required for this event.

Please note that the Wonderlab has a 300 person capacity. If we exceed capacity, admission is based on a first come basis, by order of RSVPs.

An Owner-Member is required to RSVP to be sure to be granted “admission” into their own co-op’s Annual Meeting! This statement – all by itself- is shocking.

WHAT?!

After 300 people are granted admission, you get in the door “by order of RSVPs received”!!!

WHAT?!

An Owner-Member has to RSVP in order to be guaranteed the right to cast votes at their own Annual Meeting!

What about your voting rights if you are turned away at the door?

WHAT?!

Only 300 people are being allowed to attend the Annual Meeting… …which is also the 40th Birthday Party?!

(Does that 300 include non-voting family members, kids, friends, further limiting the number of legal voters able to cast a vote?)

WHAT?! REALLY!? ARE YOU KIDDING?!

They “forgot” to tell people on the mailed Annual Meeting announcement that they are required to RSVP online, ahead of time???!!!

WHAT?! SERIOUSLY, ARE YOU KIDDING ME?

So what is the plan? Are the Board and Management going to turn away the OWNERS / VOTERS of the co-operative who show up on the 19th and WHO WEREN’T TOLD THIS ESSENTIAL FACT ON THEIR MAILED ANNOUNCEMENT: “THERE WILL BE AN ONLINE RSVP REQUIRED FOR THIS EVENT?”

All the electronic, online, internet, paperless ballots – for those who vote before the meeting – are non-verifiable; the (absentee) paper ballots are also subject to manipulation.

Only electronic, online, paperless ballots are being used at the Annual Meeting itself!

The reasons being given for electronic, internet, paperless, non-verifiable voting (and absentee ballots) are that it’s “an effort to increase ease of voting and voter turnout.”

WHAT?! OMG!

Has nobody on the Bloomingfoods Board or in Management (or their consultants) ever heard of VerifiedVoting.org – you know, the bunch  of computer scientists who first raised the warning about paperless, electronic voting back in 2002 – and who continue to do so, to this very day? With additional warnings about the insecurity of internet voting! Given the massive number of reports since 2002 about the insecurity  of electronic, paperless voting, and internet voting, let alone the complaints about the security of absentee, paper ballots, do you trust this non-verifiable process?

On the Verified Voting website, in this May 30, 2014 article, Verified Voting Blog: Hack the Vote: The Perils of the Online Ballot Box, by Pamela Smith and Bruce McConnell, it states:

…online voting is fraught with danger. Hackers could manipulate enough votes to change the results of local and national elections. And a skilled hacker can do so without leaving any evidence.

 See: Verified Voting at https://www.verifiedvoting.org/

See: Electronic Frontier Foundation at https://www.eff.org/

Go. Dig. Read.

What does “ease of voting” high “voter turnout” matter …if the vote can be hacked?

I have absolutely no confidence in this system of ballot gathering & counting whatsoever.

Do you?

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       To quote one of the many national voting rights’ advocates, who arose after the U.S. 2000 elections, Lynn Landes:

Voting is the linchpin of democracy. And democracy demands transparency, not trust.

WHAT ABOUT THIS ISSUE OF QUORUM?

       What do the current bylaws say is quorum at the Annual Meeting? What number of Owner-Members establishes that a meeting and its elections are legal? 300 voters seems awfully low to me for quorum for this co-op…

Establishing quorum is an essential element of a democratic process.

See what B’foods Owner-Member Ann Kreilkamp has to say about this issue of quorum at her blog, Exopermaculture, in an April 30, 2016 post labeled: Bloomingfoods and Me; Part 2.

Here is what the B’foods Bylaws say about a quorum at Member Meetings:

Section 4.6 – Quorum at Member Meetings:  Except as otherwise stated in these by-laws as to particular circumstances, the presence of ten percent of members entitled to vote at any meeting shall constitute a quorum.  Unless one-third of all members are present at a membership meeting, the only matters that may be voted upon are those described in the meeting notice. [emphasis added]

However, they also say:

Section 4.12 ‑ Voting by mail or electronic ballots:  The Board may authorize voting by mail or electronic ballot in conjunction with, or in lieu of, a meeting of members. In such event, the notice of the meeting shall include a copy of the issue to be voted upon, together with a ballot and a postage paid voting envelope with an online link as an electronic voting option and notification of the date by which ballots must be returned.  Ballots must be returned in a sealed envelope which is authenticated by the member’s signature or sent electronically to a verifiable online site.  If mail or electronic ballots are used in conjunction with a meeting of members, votes cast by those ballots shall be counted together with votes cast in person at the meeting.  If mail or electronic ballots are used in lieu of a meeting of members, a quorum shall consist of the number of ballots returned.  A vote cast by mail or electronic ballot shall be equivalent to presence in person by the member at a meeting of members. [emphases added]

First of all, a careful read of the bylaws shows that the B’foods Board was not, in fact, authorized to accept paper ballots in the storefronts; this process is in violation of the Bylaws:

The Board may authorize voting by mail or electronic ballot in conjunction with, or in lieu of, a meeting of members. [emphasis added]

As to quorum: for this Annual Meeting, if B’foods has – hypothetical case – 10,000 active, members in  good standing (eligible to vote), a quorum at this meeting would be 10%, or 1,000 Members. If only 300 voters are being allowed to vote at the Annual Meeting itself, that means that a minimum of 700 ballots will have to be cast before the meeting itself – to meet quorum.

Again, assuming a quorum of 1,000, that’s 700 voters who will be casting a ballot either electronically, online, on the internet, with no paper back-up to verify the vote or placing (absentee) paper ballots (gathered at the storefronts), which, themselves, are subject to manipulation.

Owner-Members are being expected to simply:

  • trust they are being told the accurate number for quorum
  • trust the tallying of electronic, online, internet paperless ballots & (absentee) paper ballots
  • trust that, in fact, there is a legal quorum because at least (in this hypothetical case) 700 ballots were received in advance of the meeting

If there are only 300 voters allowed “admission” at the Annual Meeting, that means that (given the hypothetical figure of 1,000) 700 non-verifiable ballots will have already carried this election before any voters even cast (an electronic, online, internet, non-verifiable) vote on the evening of the Annual Meeting itself.

So, your vote, which you plan to cast in-person at the Annual Meeting, already, right now, may not even matter?

Maybe I read the Bylaws re. quorum wrong; maybe I missed something. THAT IS ALWAYS A POSSIBILITY! Or, maybe B’foods legal quorum is only 300?

WE NEED PROOF OF QUORUM.

There are way too many non-verifiable variables associated with this election – with its implicit reliance upon trust not transparency –  which are under the direct control of the Board & Management. [1]

WHY LIMIT THE SIZE OF THE ROOM … FOR A 40th CELEBRATION??

       Shouldn’t ‘the more the merrier’ guide actions here?

Grassroots advocate’s take: any possibility for grassroots action and/or grassroots voting action by the Owner-Members at this Annual Meeting has been handily eliminated by the Board …by simply booking a smaller meeting room …on a Wednesday night …and requiring advanced, online RSVPs to get in the door …and “forgetting” to state that fact on the official mailed announcement.

There are plenty of large meeting rooms & halls in this town which is home to a large, major state university and with plenty of churches with large meeting spaces.

This is the plan for Bloomingfoods’ 40th Birthday celebration and Annual Meeting?

Owner-Members, you need to show up, en masse, at your Annual Membership Meeting …and bring the press …or, if they decline, bring a bunch of citizen bloggers with cameras.

Bloomingfoods’ Owner-Members, this is your Annual Membership Meeting!

“MODERNIZED” BYLAWS UP FOR VOTE IN MARCH 2017: THIS SPELLS REAL TROUBLE

       The proposed changes to the bylaws for the October 19th meetings appear innocuous. Please go check for yourself. Here and here are the proposed changes.

However, this is what really worries me. The mailed invitation states on the very bottom:

“Vote for fully revised and modernized bylaws beginning March 20, 2017!”

Better go read independent author and fellow food co-op Member-Owner Mimi Yahn’s concerns about “modernized”, “streamlined” and “boilerplate template” bylaws. That March, 2017 bylaws’ vote – that’s the one that’s really, really worrisome. If these same non-verifiable, hackable voting procedures are used again in March, 2017, passage of these “modernized” bylaws could end up being a slam-dunk, with nobody the wiser.

Could this current election process be a dry-run for that much more important March 2017 Bylaws’ overhaul, which could formally & permanently dismantle the legal power & control of the local, Owner-Members of this co-operative corporation?

In her January 14, 2015 article, Losing Our Principles, Ms. Yahn states:

And here in Progressive Vermont, here in Putney, one of our most cherished institutions — the Putney Food Co-op — is in the process of being co-opted by a large corporate entity.

The first many of us learned of this was at the October annual meeting when members were asked to vote some changes to the existing bylaws. Most of us trusted that the board of directors had merely tweaked and, as they termed it, “updated” some of the wording.

However, thanks to the diligent efforts of a staff member, we discovered that what was being proposed was a major overhaul not just of the entire bylaws, but of the fundamental direction and governance of the Co-op.

The proposed bylaws represent a shift away from cooperative, member-controlled governance to an entity modeled on hierarchical corporate structure and control.

We also learned that behind this fundamental shift is a large national consulting firm, CDS Consulting Co-op, which has created standardized templates of uniform governance, bylaws, corporate structure, purchasing decisions, store design, labor management, membership management, public relations, hiring decisions, board training (promoted as “professionalizing” boards), and a range of other decidedly un-co-op-like services to create a single model for all co-ops…

…The proposed [bylaws’] version … is a bare-bones corporate model, a boilerplate one-size-fits-all template that can apply as easily to the Putney Co-op as it can to a Whole Foods or Pepsico subsidiary.

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       At the Honest Weight Food Co-op in Albany, NY, just over the border from Ms. Yahn’s Putney, VT co-op, on the other side of the Green Mountains, yet another food co-op’s democratic structure was being dismantled. Our Board and Management were working secretly and feverishly – with the help of $500,000 (!!!) of our co-op’s collective savings and a passel of lawyers, consultants, and a Strategic PR firm. They were utilizing CDS Consulting Co-op (and had been since 2009): the same group of national, “expert” .coop consultants Mimi Yahn noted were being utilized by the Putney, VT co-op Board.

Our Board was intent on ending our Member-Owner Labor Program, subverting our right to vote, changing our bylaws, and, ultimately, dismantling local, Member-Owner control & ownership of our co-operative.

The Board was working hand-in-hand with upper Management, our three person “Leadership Team,” disregarding the separation of powers which – in a democratic structure – should exist as a check & balance between these two entities.

They were secretive, cunning, efficient, disingenuous and very, very organized.

Not only did they have a Strategic PR firm on retainer, whose spin-meisters expertly spun those messages being delivered to Member-Owners – while also conducting secret, “astroturf” (fake grassroots) campaigns – but they had even hired a very professional & credentialed Organizational Development Consultant: an expert in “organizational change.” In hindsight, we now believe he was hired to massage the messages getting to Member-Owners and “ease our pain” in saying good-bye to the old (democratically-run) co-operative corporation …and welcoming in the brand new, “better,” (hierarchical, Board-controlled) corporate structure.

At Board-sponsored Info Sessions (ushering in these new, modernized bylaws), we Member-Owners even had Kübler-Ross “five stages of grief” comments tossed our way:

We’re here to help you. We can all get through this […the co-opting of your co-operative corporation right out from under your very noses…], together.

Any information getting out to us Owners was very carefully controlled. And, understand, all the skills & advice of this slew of advisors & consultants was being lobbed – repeatedly – against the Owners of the co-operative, a fact we only pieced together long after this campaign had begun!

We Owners were the proverbial lobsters thrown in cold water, with the heat being ever-so-slowly raised; quietly, incrementally, and inexorably, our democratic structure was being eroded around us, and most of us – content & complacent in our trust of the Board – weren’t even aware it was happening.

       The CDS Consulting Co-op Co-operative Board Leadership Development (CDSCC CBLD) program teaches the Board and its Management how to function as an efficient team: a team which does not include the Owners of the co-operative. (Listen to CDSCC co-founder and Director, Marilyn Scholl here; within the first two minutes she has repeated the message “strong and powerful” Boards and GMs, with no mention  of Member-Owners.)

In Still Searching for Democracy at Putney Food Co-op, Ms. Yahn states:

Cooperative Board 101 Leadership Development is just one of a staggering array of protocols, trainings, services, templates, and policies our co-op has been instructed to utilize, which begs the question: Does the board’s allegiance lie with the member owners or with a paid consultant?…

…one of the most disturbing “essential elements” is the ironclad tenet that the board “speak with one voice.” Dissent is allowed only as part of the discussion leading up to any decision; once a decision is made by the board, all members must support the decision no matter what.

To ensure absolute loyalty, board members are required to sign a code-of-conduct agreement (template provided by CDS); violating the code by speaking out against a board decision, for example, is forbidden: the board member must resign….

…In reality, policy governance works well in hierarchical structures; however, it undermines the fundamental philosophy of the cooperative paradigm. Cooperatives can only exist — and thrive — through participatory democracy, diversity of thought, member engagement and, above all, the ability to value and encourage dissent as a normal and even necessary part of healthy governance practice.

True democracy demands that we value and strengthen community by being questioning individuals who speak up…

       What was the HWFC Board’s bylaws’ model? The CBLD ‘Fresh Start’ Bylaws Template offered by CDS Consulting Co-op.

These “boilerplate,” “modernized” bylaws were being foisted on us, by our Board, through a “cooked” Bylaws Task Force (BTF) process, expertly managed by that same Organizational Development Consultant. Two CDSCC consultants – Thane Joyal and Mark Goehring – were part of the BTF as  “subject matter experts.” They were also part of a Bylaws Research Team and they were paid to create a brand new document for our BTF called Member Labor Programs at Comparable Co-ops and Related Resources.

This document, provided to the 27 members of the BTF as bylaws’ reference material, had, however, little to do with bylaws …and everything to do with getting rid of Member Labor at food co-ops!

The only bylaws reference material on this list: the CDSCC  ‘Fresh Start’ Bylaws Template. (See here and here.)

(Here is my advice: stay away from the ‘Fresh Start’ Bylaws Template! Keep your current bylaws and work to strengthen Member-Owner control, ownership rights and democratic process. Instead of listening to CDS Consulting Co-op, begin by researching the articles of Laddie Lushin, Esq., a nationally-recognized expert on co-operative corporation law, who – unlike the consultants at CDS Consulting Co-op – supports democratically-run food co-ops, Owner rights, Member-Owner Labor Programs, and transparency in co-operative governance.)

       At HWFC, once we Owners uncovered what was going on, it was a battle zone.

We found evidence that Member-Owners and employees, with their differing perspectives & roles, were (unbeknownst to each other) intentionally being pitted against each other, destabilizing relations, sowing fear and creating a culture of mistrust: this tactic secretly wielded to meet the ultimate endgame goals of both undermining or removing Member-Owner power & control in the co-operative …and controlling employees. This tactic has all the appearance of a planned “psych-ops” maneuver, and its effects among human relations within a community food co-op are brutal.

One-on-one stories shared between fellow food co-op Member-Owners here in the northeast – shared only in person and often with great hesitancy – attest to the silent ravaging of food co-operative communities across New York, Massachusetts, New Hampshire and Vermont.

These diverse communities – actively practicing “peaceful co-existence,” trust, participatory democracy, and “co-operation” – are ill equipped to defend against an intra-community assault of this nature.

Somebody appears to have carefully studied the structure and functioning of the web of human relations & behavior within a food co-op’s diversified community …and knows how to efficiently, effectively (and secretly) rip it apart.

But, as it turned out, we at HWFC had a passel – a boatload! an army! a legion! – of energetic, talented, skilled and determined Member-Owners on our side, including Member-Owners who are also employees of our co-operative.

Defenders of food co-op democracy!

Stories of: multiple, secret Board Executive Sessions, a secret lobbying contract with a Strategic PR firm (with connections to a top-10 NYS lobbying firm), two Board law firms (one with offices parked down in Washington D.C.), a secret, national AP interview, gag orders, Freedom of Information Letters, a secret letter & meeting between Board reps and a high-ranking official at the NYS Department of Labor, a generous, anonymous donor and gaudy, dayglo-orange T-shirts screaming Let’s Chat!, multiple, late-night meetings getting the charges drawn up against Board Members, a staunch, determined, petite Member-Owner clipboarding, all alone at 9am in the parking lot, in the freezing late-November rain! (because Management refused to let her stand inside), top Management blocking Owners from simply talking to other Owners, food co-op Owners threatened with police removal by Management for peacefully petitioning at their own co-op! …and other tales of sordid corporate intrigue – and bravery!

…all taking place at a US food co-op  – a broccoli & organic yogurt kind of food co-op, for goodness’ sakes! – just upriver from (why are you not surprised?) Wall Street.

American indy food co-ops have sure made it onto somebody’s corporate radar screen and onto somebody’s Board room agenda.

Read all about it! in: GRASSROOTS ACTION and current bylaws ARE POWERFUL!, GRASSROOTS ACTION and Bylaws (Again) ARE POWERFUL! (see the section: ALICE IN WONDERLAND DOWN THE RABBIT HOLE Is this a Bylaws Task Force or a Better End Member-Labor Task Force?), GRASSROOTS ACTION: Board Messages Don’t Add Up: Part I, GRASSROOTS ACTION: Board Messages Don’t Add Up: Part II, We need an Emergency Meeting!, the charges brought against Board members, the incredible emergency Special Membership Meeting!, the election results, and GRASSROOTS ACTION and the Times Union ARE OH SO HELPFUL!

Reporting out of New York’s capital, our local paper, the Times Union, and ace reporter Tim O’Brien had a field day! Just 3 miles or so east of our co-op, the New York State Legislature, and its latest scandals & tales of corruption, sometimes found itself in competition – in the pages of the TU, that is – with stories of the latest Honest Weight Food Co-op Board shenanigans.

(About that NYS Legislature? Go ahead, Google U.S. Attorney Preet Bharara. Also try: Speaker of the NYS Assembly Sheldon Silver and Senate Majority Leader Dean Skelos. Silver has been sentenced to 12 years in prison; Skelos to five years; Skelos’ son to 6 1/2 years. Now U.S. Attorney Bharara is looking at Governor Cuomo’s people. See this NYPIRG doc: Capitol Offenses: A Review of the Criminal Conduct, Self-Dealing and Ethical Lapses of New York’s Public Officials. Go, Google “Three men in a room” and “Stay tuned.” Have fun, you don’t have to live here. Figures we’d have to fight corruption at our food co-op.)

~~~~~

       CDS Consulting Co-op, and their CBLD ‘Fresh Start’ Bylaws Template, were utilized by the Boards of both the Putney Food Co-op and the Honest Weight Food Co-op. The Putney Co-op Member-Owners sadly caved in. HWFC Member-Owners, however, fought back and ditched anything having to do with CDSCC: its CBLD Program with its empowerment of the Board-Management axis to the exclusion of the Member-Owners of the co-operative, its ‘Fresh Start’ Bylaws Template, “Policy Governance,” secrecy as a way of doing business in our co-op, mandated gag orders (politely called a “non-disclosure agreement”), and all of its national .coop consultants’ “expert” co-op advice.

It was a narrow escape, let me tell you!

Once we were on to them, our co-op Member-Owners got rid of that Board and, within six months, the members of the three-person Leadership Team (top Management) were all gone.

Housecleaning continues to this very day. It truthfully reminds me, a J. R.R. Tolkien lover, of Frodo, Sam, Merry & Pippin returning home to the Shire, after a long and arduous journey, only to be confronted by the ruffian Sharkey & his minion Wormtongue – and being forced to “clean house” before they can all relax and have a pint and a pipe of Longbottom Leaf. That’s where we are at, The Scouring of the Shire here on the banks of the beautiful Hudson River, just south a bit from the majestic Adirondack Mountains and just north a piece from Rip van Winkle’s ancient Catskills: cleaning house at our food co-op. [2]

Except instead of a pint & a pipe, I look forward to a steaming pot of jade oolong and a bowl of fresh organic fruit, topped with local, organic, whipped cream (with a touch of vanilla & some local honey). Shared with a bunch of other Member-Owners at, of course …a co-op potluck dinner.

It’s time …it’s time to haul out that song which this GRASSROOTS! blog introduced right after our November 30, 2015 emergency Special Membership Meeting and its 720 attendees: The Ant Song. Join Frank Sinatra & Eddie Hodges in singing all about high hopes!

Whoops, there goes another problem kerplop! Grassroots action, baby!

And it’s coming up on our one-year anniversary here at HWFC, a day we Member-Owner’s will never forget: October 24, 2015. That was the day, a Saturday, when Member-Owner Chris Colarusso got a petition signed – in an hour and a half! – by enough Member-Owners to legally call for an emergency Special Membership Meeting of the legal owners of the Honest Weight Food Co-op, Inc.: to levy charges against the Board of Directors and elect new Board members, to vote non-confidence in Management and to vote for a change to the Management structure, and to unambiguously affirm our right as Owners of the co-operative to maintain our Member-Owner Labor Program and, thereby, our Ownership rights to vote and express operational control in our co-operative corporation.

~~~~~

       Back to the present day. Bloomington, Indiana. Bloomingfoods.

CDS Consulting Co-op appears to be under current contract with the Bloomingfoods Board of Directors; this needs to be verified. [3] The May 26, 2016 Bloomingfoods’ Board Minutes reveal:

4.d.iii. The CDS template will be used for bylaw review. [4]

The June 30, 2016 Minutes, under “Bylaws Review Update,” reveal:

3.c.ii. Beebe has mapped the proposed changes of the first 4 articles to the CDS template.[5]

MARK YOUR CALENDARS NOW!

Vote for fully revised and modernized bylaws beginning March 20, 2017!

SOUNDS LIKE ANY OLD TOP-DOWN NASDAQ CORPORATION TO ME

       Do you own shares in some publicly-traded corporation? Do you receive those annual reports wherein you are asked to cast your vote? Do you, usually, throw them away because, well, it doesn’t seem to matter? The Board candidates are strangers, you don’t own enough shares to really make a difference and the whole thing is so, well, so anonymous, so far-removed from your life. So corporate, so Wall Street.

The voting procedures for the October 19, 2016 B’fooods Annual Meeting are mirrored on this hierarchical structure. You give the corporation your money (share purchases). The Board decides what’s best for the corporation and, once a year, asks for you to bless its actions with your vote. Shareholders in that top-down corporation (may) vote from afar, via online, internet voting or mail-in ballots: quick, fast, impersonal, (insecure & hackable), and anonymous. Throughout the year, you wait for that Board to give you a return on your investment.

You, the Owner-Member of a local, grassroots community treasure – a 40 year-old food co-operative made up of people & families! – have been manipulated into voting via this process of corporate anonymity. Separate and far-removed from each and every other Bloomingfoods’ shareholder, you are being deprived of the fundamental power of democratic action: all gathering together in a room, all at the same time, rubbing shoulders with  your neighbors, discussing the issues, arguing & finding agreement, voting together, verifying that vote count, together …and celebrating your co-operative decision-making actions, together.

This is a sacred, community process.

Given that only 300 in-person voters are being allowed in the door at the Bloomingfoods Annual Meeting (and these ballots are electronic and non-verifiable), the majority needed to carry the elections (to meet quorum) may well be from this large group of invisible, anonymous shareholders, voting electronically on the internet or with (absentee) paper ballots at the storefronts with a vote gathering & counting process which is not in any way, shape or form transparent or trustworthy.

Have I repeated that often enough for it to get through?

The Board and Management control the process. There is NO transparency.

Let me re-state it a different way: the vote count is hackable and you will have no way of knowing it has been hacked or proving it has been hacked.

Democracy at your food co-op has been hijacked.

GIVE ME THOSE OLD-FASHIONED, VERMONT-STYLE, “TOWN MEETINGS” ANY DAY

       Where, at this Annual Meeting, is the dialogue, where are the discussions, the debates, and the democratic process of a quorum of the co-operative corporation voters, all making decisions together, at the same time, in the same room?

Where is the real-time, transparent voting & vote-counting process being supervised by both Member-Owners and Board members and anybody & everybody else?

Give me our hands-on, democratic – and sometimes messy – food co-op quarterly meetings at HWFC, where we exercise real democracy: we get to talk, listen, debate, respectfully disagree, find common ground, jump up and down & yell (and respectfully ask to be seated), make eye contact, listen to multiple viewpoints, shake our heads, nod in assent, seek to understand, smile, get upset, share food, get home – sometimes – at midnight or later…

…and all cast our paper ballots together and witness (and even participate in) the transparent paper ballot counting leading up to verified & trustworthy vote counts and election results.

Yes, sometimes it is “messy” (that word often paired with “democracy”), sometimes it is contentious, sometimes it is very frustrating, and sometimes people yell.

But, we are – together and co-operatively all in the same room – all part of a real democratic process …which election results we all verify & agree to, together.

WHO PLANNED THIS MEETING and WHO DESIGNED THE VOTING PROCEDURES?

BfoodsAnnualMeeting4.jpg

Image on Bloomingfoods’ 2016 Annual Meeting Postcard Announcement to Co-op Owner-Members

       Who is advising B’foods’ Board to hold these annual elections so that the process undermines democracy?

Are there any outside consultants advising the Bloomington Board about this Annual Meeting election process? If so, who are they? Are they under current contract?

Does the Bloomingfoods Board and/or Management have a current and executed contract with CDS Consulting Co-op of Putney, Vermont? For how many years has there been a contractual relationship  between Bloomingfoods and CDS Consulting Co-op?

Who decided to keep the quorum from all being fully present at the meeting together (splitting the power block) and insured that part of that quorum (the invisible, anonymous, non-verifiable, electronic, online, hackable, advance votes) will, in all likelihood, carry the vote?

Who made the decision to allow (absentee) paper ballots to be gathered in the storefronts, a process in violation of the bylaws?

Who made the decision that “There will be an online RSVP required for this event?

Who forgot to place on the official, mailed Annual Meeting Announcement: “There will be an online RSVP required for this event?

Who made the decision to hold the Annual Meeting and 40th Birthday Party on a Wednesday evening and hold – what should be a huge, Bloomington-wide, family celebration! – in a room limited to 300, entrance of which is “by order of RSVPs?”

Who designed a voting process which is hackable, non-verifiable and not trustworthy?

Who is trying to control the vote – that is, the election results – at this Annual Meeting? Or, is the Board, perhaps, simply unaware of the hackable, non-verifiable nature of the voting processes it has implemented?

I invite anyone from the Board of Directors to answer the questions I have posed in this blog; questions I pose as a voting, Owner-Member-in-good-standing of Bloomingfoods.

I pose these questions as an Owner-Member who cherishes American, locally-owned and controlled, independent, community food co-ops.

I SEE THE SHELL OF AN ANNUAL MEMBERSHIP MEETING

       I see the party, the food, the fun, the music. That’s all a shell without the discussion & voting with the quorum all in the same room, in real time, together, followed by a verified vote process which all may witness.

Where is the democratic, co-operative governance directed by the Owner-Members of the co-operative corporation?

Invisible, secret, non-transparent, controllable and hidden. That is the shell of democracy. Controlled by the corporation and its Board, supported by Management and devoid of oversight by the Owner-Members of the co-operative.

The democratic process with verifiable vote results has been taken away from Bloomingfoods’ Owner-Member voters. Yes, there is an energetic & warm invitation and a party and food (for a special, limited number of people who happen to be free on a Wednesday evening, and who remembered (or who knew to) RSVP online ahead of time.) But true, cooperative, member-controlled, participatory, democratic governance. No, that is absent.

Let’s remember, with a capacity of 300, there will be some Owner-Member voters who will be turned away at the door. They won’t be granted “admission.” They won’t get to vote.

The democratic process at this co-op has been replaced …with something else. Something not at all related to democracy.

Go back and re-read the invitation, above. What do you think now? Warm & inviting? Or something else?

Does Your vote count? Does Your voice matter?

And we didn’t even discuss what’s in those bylaws’ changes or how the Articles of Incorporation have been “simplified.” But I really think it’s this announcement which is the sleeper:

Vote for fully revised and modernized bylaws beginning March 20, 2017!

~~~~~

       For me, this one action takes the cake: forgetting” to tell people – to whom you mail a party invitation, for a meeting which includes voting – that There will be an online RSVP required for this event.”

Was this simply an error?

And, has it gotten to the point at Bloomingfoods that the Annual Food Co-op Meeting – a hallowed event at most U.S. community food co-ops – is viewed as simply another “event” of the corporation?

Here, Bloomingfoods’ Owner-Members, go RSVP here, so you can vote on Wednesday evening, October 19th (or at least secure  a chance to) …not that I think it really even matters.

And please, think about all those B’foods voters, who may be turned away at the door on the 19th …and prevented from exercising their franchise …such as it is.

© Laura Hagen

~~~~~

The condition upon which God hath given liberty to man is eternal vigilance; which condition if he break, servitude is at once the consequence of his crime and the punishment of his guilt.

John Philpot Curran [6]

~~~~~

[1] See the October 6, 2016 blogpost, RIP Bloomingfoods?, written by this former 1970’s Bloomingfoods’ worker member:

It looks like Bloomingfoods is about to be the next hybrid coop and corporation to fall. In this case the picture above foreshadows the story to come. The picture above of the only Bloomingfoods I knew when I was a worker member in the late 1970s, was abandoned by the powers that be just like they abandoned coop principles earlier.

[2] Tolkien, John Ronald Reuel. The Return of the King. Boston: Houghton Mifflin Company, 1965. Book Six, Chapter VIII, pp.277 – 300.

[3] Bloomington Cooperative Services. Board of Directors January Meeting. Thursday, January 28, 2016. I. E. “Opportunities for CBLD training were announced (board members should consult writeboard Board Participation in CBLD Workshop signup).”

See: http://www.bloomingfoods.coop/wp-content/uploads/2014/09/January-2016-Minutes.pdf

Bloomington Cooperative Services. Board of Directors February Meeting
Thursday, February 25, 2016. 5. iii. “Beebe spoke with Leslie and Paula about looking at the bylaws and getting the template from NCG. 1. Leslie says CBLD has a new template out in the next 10 days and compare.”

See: http://www.bloomingfoods.coop/wp-content/uploads/2014/09/160225-BOD-Minutes-DRAFT-4emp-2.pdf

Bloomington Cooperative Services. Board of Directors May Meeting. Thursday, May 26th, 2016 Committee Reports, Governance Committee 4.D . iii. “The CDS template will be used for bylaw review.

See: http://www.bloomingfoods.coop/wp-content/uploads/2016/07/160526-Minutes-v2.pdf

Bloomington Cooperative Services. Board of Directors May Meeting. Thursday, June 30th, 2016 Minutes. Under “Bylaws Review Update: 3.c. ii. “Beebe has mapped the proposed changes of the first 4 articles to the CDS template.

See: http://www.bloomingfoods.coop/wp-content/uploads/2016/08/160630-BoD-Minutes-Draft-v2.pdf

[4] Bloomington Cooperative Services. Board of Directors May Meeting. Thursday, May 26th, 2016 Committee Reports, Governance Committee 4.D . iii. “The CDS template will be used for bylaw review.

See: http://www.bloomingfoods.coop/wp-content/uploads/2016/07/160526-Minutes-v2.pdf

[5] Bloomington Cooperative Services. Board of Directors May Meeting. Thursday, June 30th, 2016 Minutes. Under “Bylaws Review Update: 3.c. ii. “Beebe has mapped the proposed changes of the first 4 articles to the CDS template.

See: http://www.bloomingfoods.coop/wp-content/uploads/2016/08/160630-BoD-Minutes-Draft-v2.pdf

[6] See the Thomas Jefferson Foundation, Inc. and Suzy Platt, ed., Respectfully Quoted, p. 200, #1054.

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6 thoughts on “GRASSROOTS ACTION: INVITATION (RSVP) REQUIRED for some to Cast Vote at Bloomingfoods’ 40th Annual Meeting

    1. Laura

      Hey Sue,

      I am unable to provide a synopsis; I’m busy listening and participating!. We used to have a Member-Owner who took really good, brief, concise and accurate minutes at Board meetings and these were always posted in the beginning of our monthly member newsletter, the Coop Scoop. We all miss her and those minutes!

      Jessica was doing it for a while in the last year (and did a great job!), but she had to stop. It is actually a difficult job, especially when Board meetings last 4+ hours!

      Why don’t you make a proposal to the brand new Co-op Voice, our brand new Member-Owner publication? Maybe there is a group of Member-Owners who could share the task for MLP hours?

      Oh, Sue,reminder that we are having our annual Fall Festival this Saturday at the co-op, in the parking lot if the weather holds. See you there?

      Like

  1. Pingback: GRASSROOTS ACTION and Membership Meetings on 10/23/16 ARE POWERFUL! – hwfcinfohub

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